Tevogen Bio Holdings Inc 2025年度报告

FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Tevogen Bio Holdings Inc.(Exact name of registrant as specified in its charter) Registrant’s telephone number, including area code:(877) 838-6434 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES☐NO☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of theExchange Act. ☐Accelerated filer☒Smaller reporting company☒ Large accelerated filerNon-accelerated filerEmerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filingreflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by anyof the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The number of shares of registrant’s common stock outstanding as of March 27, 2026 was 4,164,205. Portions of the registrant’s Definitive Proxy Statement relating to the registrant’s 2026 Annual Meeting of Stockholders are incorporated by reference into Part IIIof this Annual Report on Form 10-K where indicated. Such Definitive Proxy Statement will be filed with the Securities and Exchange Commission within 120 days afterthe end of the registrant’s fiscal year ended December 31, 2025. Table of ContentsTEVOGEN BIO HOLDINGS INC.FORM 10-KINDEXPagePART IItem 1Business6Item 1ARisk Factors40Item 1BUnresolved Staff Comments80Item 1CCybersecurity80Item 2Properties81Item 3Legal Proceedings81Item 4Mine Safety Disclosures81PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities82Item 6[Reserved]82Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations82Item 7AQuantitative and Qualitative Disclosures About Market Risk94Item 8Financial Statements and Supplementary Data94Item 9Changes in and Disagreements With Accountants on Accounting and Financial Disclosure94Item 9AControls and Procedures94Item 9BOther Information95Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspection95PART IIIItem 10Directors, Executive Officers, and Corporate Governance96Item 11Executive Compensation96Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters96Item 13Certain Relationships and Related Transactions, and Director Independence96Item 14Principal Accounting Fees and Services96PART IVItem 15Exhibits and Financial Statement Schedule97Item 16Form 10-K Summary97SIGNATURES1002 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Annual Report”) contains statements that constitute “forward-looking statements” for purposes of the federal securities laws.Forward-looking statements include, but are not limited to, statements that discuss future events, hopes, expectations, beliefs, intentions, or strategies regarding the future,projections of results of operations or financial