Tevogen生物控股有限公司美股招股说明书(2025-09-26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 CurrentReport on Form 8-K filed with the Securities and Exchange Commission on September 26, 2025 (the “Form 8-K”). Accordingly, wehave attached the Form 8-K to this prospectus supplement. 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 orsupersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for futurereference. 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 September25, 2025, the closing price of our Common Stock was $0.785 and the closing price for our Warrants was $0.0544. 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 maynot be comparable to information provided by companies that are not emerging growth companies or smaller reporting companies. 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 representationto the contrary is a criminal offense. The date of this prospectus supplement is September 26, 2025. UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORTPursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):September 23, 2025 Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) 98-1597194(IRS EmployerIdentification No.) 001-41002(CommissionFile Number) Delaware(State or other jurisdictionof incorporation) 07059(Zip Code) Registrant’s telephone number, including area code: (877) 838-6436 Not Applicable(Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)TVGNTVGNW Title of each classCommon Stock, par value $0.0001 per shareWarrants, each exercisable for one share ofCommon Stock for $11.50 per share Name of each exchange on which registeredThe Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company☒ 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.☐ Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On September 23, 2025, Tevogen Bio Holdings Inc. (the “Company”) received a letter from the Listing Qualifications Department(the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that the Company no longer meets Nasdaq’s $1.00per share minimum bid price requirement pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”) for continuedlisting on Nasdaq based on the closing bid price for the Company’s common stock, par value $0.0001 per share (the “CommonStock”), for the previous 30 consecutive business days. The notification received has no immediate effect on the Company’s listing ortrading on the Nasdaq Global Mark