Tevogen生物控股有限公司2025年季度报告

☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from __________to__________Commission File Number:001-41002Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐YES☒NO As of May 13, 2025, there were183,893,433shares of the registrant’s common stock, par value $0.0001per share, outstanding. Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. March 31,20252024Cash flows from operating activities: Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense40,553Stock-based compensation expense7,292,70126,333,249 Change in fair value of convertible promissory notes Loss on Series A Preferred Stock issuance—Change in fair value of warrants(13,857)Amortization of right-of-use asset64,849Change in operating assets and liabilities:Prepaid expenses and other assets(24,968)Other assets—Accounts payable(535,499)1,697,346Accrued expenses and other liabilities274,650(800,742)Operating lease liabilities(64,008)Net cash used in operating activities(3,308,063)(2,163,825 Proceeds from loan agreementNet cash provided by financing activities Cash – beginning of period1,282,9951,052,397Cash – end of period$1,974,932$1,317,900Supplementary disclosure of noncash investing and financing activities:Conversion of convertible promissory notes into common stock in connectionwith Merger—46,622,627 See accompanying notes to the unaudited consolidated financial statements.4 harnessing the power of CD8+ cytotoxic T lymphocytes to develop off-the-shelf, precision T cell therapies for the treatment ofinfectious diseases, cancers, and other disorders. The Company’s precision T cell technology, ExacTcell, is a set of processes andmethodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactively selected, On February 14, 2024 (the “Closing Date”), pursuant to the Agreement and Plan of Merger dated June 28, 2023 (the “MergerAgreement”) by and among Semper Paratus Acquisition Corporation (“Semper Paratus”), Semper Merger Sub, Inc., a wholly owned subsidiary of Semper Paratus (“Merger Sub”), SSVK Associates, LLC (the “Sponsor”), Tevogen Bio Inc (n/k/a Tevogen Bio Inc.)(“Tevogen Bio”), and Dr. Ryan Saadi, in his capacity as seller representative, Merger Sub merged with and into Tevogen Bio, withTevogen Bio being the surviving entity and a wholly owned subsidiary of Semper Paratus (the “Merger” and together with the othertransactions contemplated by the Merger Agreement, the “Business Combination”) and Semper Paratus was renamed Tevogen Bio In connection with the closing of the Business Combination (the “Closing”), the then-outstanding shares of common stock of TevogenBio were converted into shares of the common stock of the Company at an exchange ratio of approximately4.85shares of Company common stock for each share of Tevogen Bio common stock (the “Exchange Ratio”). See Note 4 for more information on the BusinessCombination.As discussed in Note 4, the Merger was accounted for as a reverse recapitalization under which the historical financial statements ofthe Company prior to the Merger are those of Tevogen Bio. All information related to the common stock of Tevogen Bio prior to the Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held91.0% of theoutstanding shares of common stock of the Company and the former shareholders, creditors, and other contractual counterparties of Semper Paratus held9.0% of the Company.NOTE 2.DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception. The Company anticipatesincurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently indevelopment. Management believes that cash of $1,974,932as of March 31, 2025, the amounts available under the Loan Agreement under the Loan Agreement. The initial $2,000,000in grant funding may not be used for the payment of a pre-existing pledge or otherfinancial obligation and does not include any requirement to repay KRHP or to issue equity in consideration of the funding. KRHP has operational expenses. The grant funding will be used to satisfy the Company’s obligations as they come due through March 31, 2026.The grant funding will be accounted for as a capital contribution and the proceeds recorded to additional paid-in capital. The Companydoes not plan to initiate a clinical trial until additional funding is received. 5 pharmaceutical or biotechnology companies, and public offerings of securities. The Company may not be able to obtain financing onacceptable terms and the Company may not be able to enter into strategic alliances o