Tevogen生物控股有限公司美股招股说明书(2025-05-14版)

This prospectus supplement updates and supplements the prospectus, dated May 7, 2025 (as supplemented to date, the“Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-280414), as amended. This prospectussupplement is being filed to update and supplement the information in the Prospectus with the information contained in our Quarterly supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates orsupersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future We are an “emerging growth company” and “smaller reporting company” for purposes of federal securities laws and are subject toreduced public company reporting requirements. Accordingly, the information in the Prospectus and this prospectus supplement may Our business and investment in our Common Stock and Warrants involve significant risks. These risks are described inthe section titled “Risk Factors” beginning on page 8 of the Prospectus.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of to the contrary is a criminal offense.The date of this prospectus supplement is May 14, 2025. or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number:001-41002 Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) and (2) has been subject to such filing requirements for the past 90 days.☒YES☐NOIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ As of May 13, 2025, there were183,893,433shares of the registrant’s common stock, par value $0.0001per share, outstanding. Cash flows from operating activities:Net income (loss)$(10,367,061)$11,264,842Adjustments to reconcile net loss to net cash used in operating activities:Depreciation expense40,553Stock-based compensation expense7,292,70126,333,249Non-cash interest expense24,577Merger transaction costs—7,099,353Change in fair value of convertible promissory notes—(48,468,678)Loss on Series A Preferred Stock issuance—Change in fair value of warrants(13,857) Net cash used in investing activities Cash acquired in connection with the reverse recapitalization—Proceeds from issuance of Series A Preferred Stock—2,000,000Nonrefundable prepaid proceeds towards anticipated Series A-1 PreferredStock Issuance—Proceeds from capital contribution2,000,000 Cash – end of period$1,974,932$Supplementary 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. Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy company 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 BioHoldings Inc. 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 the Exchange Ratio.Following the Merger, the former equity holders and holders of convertible promissory notes of Tevogen Bio held91.0% of the NOTE 2.DEVELOPMENT-STAGE RISKS AND LIQUIDITY development. Management believes that cash of $1,974,932as of March 31, 2025, the amounts available under the Loan Agreemententered into in June 2024 (as defined in Note 7), and