Tevogen Bio Holdings 2026年季度报告

FORM 10-Q (Mark One) For the quarterly period ended June 30, 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 Inc.(Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction ofincorporation or organization) 15 Independence Boulevard, Suite #210Warren, New Jersey(Address of principal executive offices) Registrant’s telephone number, including area code:(877) 838-6434 Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)TVGNTVGNW Name of each exchange on which registeredThe Nasdaq Stock Market LLC Common Stock, $0.0001 par value per shareWarrants, 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. ☐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 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 August 10, 2026 was 6,511,540. Table of Contents PagePart I - Financial Information1Item 1. Financial Statements1Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.14Item 3. Quantitative and Qualitative Disclosures About Market Risk26Item 4. Controls and Procedures.26Part II - Other Information27Item 1. Legal Proceedings.27Item 1A. Risk Factors.27Item 5. Other Information.27Item 6. Exhibits.28Signatures29i TEVOGEN INC.UNAUDITED CONSOLIDATED BALANCE SHEETS TEVOGEN INC.UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS TEVOGEN INC.UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS TEVOGEN INC.NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. NATURE OF BUSINESS Tevogen Inc., a Delaware corporation (the “Company”), is a healthcare company focused on addressing unmet needs acrossbiotechnology, technology, and healthcare services. The Company’s business includes Tevogen Bio, its biotechnology initiativefocused on developing off-the-shelf cellular immunotherapies, and Tevogen.AI, an initiative leveraging artificial intelligence andadvanced data analytics to advance precision medicine. The Company also recently established Tevogen Healthcare Services, ahealthcare services initiative intended to support longer-term efforts to improve healthcare affordability, accessibility, and efficiency. The Company is harnessing the power of CD8+ cytotoxic T lymphocytes (“CD8+ CTLs”) to develop off-the-shelf, precision T celltherapies for the treatment of infectious diseases, cancers, and other disorders through its Tevogen Bio initiative. The Company’sprecision T cell technology, ExacTcellTM, is a set of processes and methodologies to develop, enrich, and expand single humanleukocyte antigen-restricted CTL therapies with proactively selected, precisely defined targets. The Company has completed a Phase 1proof-of-concept trial for the first clinical product of ExacTcell, TVGN 489, for the treatment of ambulatory, high-risk adult COVID-19 patients, and has other product candidates in its pipeline. 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. Tevogen Healthcare Services is an emerging initiative and remains at an early stage of development. Reverse Stock Split Effective Mar