Tevogen生物控股有限公司美国招股说明书（2025年5月14日版）

Tevogen Bio Holdings Inc. 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 QuarterlyReport on Form 10-Q filed with the Securities and Exchange Commission on May 14, 2025 (the “Form 10-Q”). Accordingly, we have This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectussupplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or Our common stock, par value $0.0001 per share (“Common Stock”), and public warrants to purchase Common Stock(“Warrants”) are listed on The Nasdaq Stock Market LLC under the symbols “TVGN” and “TVGNW,” respectively. On May 14,2025, the closing price of our Common Stock was $1.10 and the closing price for our Warrants was $0.0549. 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 ofthese securities or passed upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation The date of this prospectus supplement is May 14, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSION FORM10-Q Commission File Number:001-41002 (Exact name of registrant as specified in its charter) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).☐YES☒NO Table of Contents TEVOGEN BIO HOLDINGS INC.NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1.NATURE OF BUSINESS Tevogen Bio Holdings Inc., a Delaware corporation (the “Company”), is a clinical-stage specialty immunotherapy companyharnessing 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,precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product of ExacTcell, 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 ownedsubsidiary 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 other 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 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 Bi