Tevogen Bio Holdings Inc 2026年季度报告

FORM 10-Q (Mark One) For the quarterly period ended March 31, 2026 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period fromto Commission file number:001-41002 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: Title of each classCommon Stock, $0.0001 par value per share Name of each exchange on which registeredThe Nasdaq Stock Market LLC Warrants, each exercisable for one share ofCommon Stock for $575 per share The Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for the past 90 days. YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorterperiod 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, smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filer ☐Accelerated filer☒Smaller reporting company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying 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 The number of shares of registrant’s common stock outstanding as of May 12, 2026 was 4,187,505. Table of Contents PagePart I - Financial InformationItem 1. Financial Statements (Unaudited).Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.14Item 3. Quantitative and Qualitative Disclosures About Market Risk.25Item 4. Controls and Procedures.25Part II - Other Information26Item 1. Legal Proceedings.26Item 1A. Risk Factors.26Item 5. Other Information.27Item 6. Exhibits.28Signatures29i TEVOGEN BIO HOLDINGS INC.UNAUDITED CONSOLIDATED BALANCE SHEETS TEVOGEN BIO HOLDINGS INC.UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS TEVOGEN BIO HOLDINGS INC.UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT TEVOGEN BIO HOLDINGS INC.UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS 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 (“CD8+ CTLs”) to develop off-the-shelf, precision T cell therapies for thetreatment of infectious diseases, cancers, and other disorders. The Company’s precision T cell technology, ExacTcellTM, is a set ofprocesses and methodologies to develop, enrich, and expand single human leukocyte antigen-restricted CTL therapies with proactivelyselected, precisely defined targets. The Company has completed a Phase 1 proof-of-concept trial for the first clinical product ofExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in itspipeline. In addition, through the Company’s Tevogen.AI artificial intelligence (“AI”) initiative, it is focused on harnessing the potential of AIto expedite drug development, optimize laboratory processes and clinical trials, unravel complex biological data, improve patientoutcomes, and pass on related savings to patients. Reverse Stock Split Effective March 6, 2026, the Company effected a reverse stock split at a ratio of 1-for-50 shares of its common stock (the “ReverseStock Split”). As a result, every fifty shares of the Company’s issued and outstanding common stock were automatically combined intoone share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s percentage ownershipinterest in the Company. No fractional shares were issued as a result of the Reverse Stock Split and the split did not impact the par value of the Company’scommon stock. Any fractional shares that would otherwise have resulted from the Reverse Stock Split were rounded down to the nextwhole share. NOTE 2. DEVELOPMENT-STA