Tevogen Bio Holdings Inc美股招股说明书(2026-03-25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 March 25, 2026 (the “Form 8-K”). Accordingly, we haveattached 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 March 24,2026, the closing price of our Common Stock was $5.22 and the closing price for our Warrants was $0.0346. 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 March 25, 2026. 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):March 20, 2026 Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) 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: 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 8.01 Other Events. On March 20, 2026, Tevogen Bio Holdings Inc. (the “Company”) received written notice (the “Notification Letter”) from The NasdaqStock Market LLC notifying the Company that it had regained compliance with the minimum bid price requirement set forth inNasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. Accordingly, the matter is now closed. TheNotification Letter was sent following the implementation of a 1-for-50 reverse stock split of the Company’s common stock (the“Reverse Split”), which became effective on March 6, 2026. Additional information regarding the Reverse Split can be found in theCompany’s Current Report on Form 8-K filed on March 4, 2026. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed onits behalf by the undersigned hereunto duly authorized. Tevogen Bio Holdings Inc.