Tevogen Bio Holdings Inc 2026年季度报告

FORM 10-Q Securities registered pursuant to Section 12(b) of the Act: The Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC 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 file 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 shorter 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,” “smaller 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 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 the treatment 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 its 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 patient 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 into 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 next NOTE 2. DEVELOPMENT-STAGE RISKS AND LIQUIDITY The Company has generally incurred losses and negative cash flows from operations since inception. The Company anticipatesincurring additional losses until such time, if ever, that it can generate significant sales from its product candidates currently indevelopment. On July 3, 2025, the Company entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance GlobalPartners (the “Agent”), pursuant to which the Company may issue and sell from time to time up to $50,000,000 of shares of commonstock through the Agent as the Company’s sales agent by any method that is deemed to be an “at-the-market” equity offering asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended. Management believes that cash of $692,305 as ofMarch 31, 2026, net proceeds of $0.1 million received from sales of common stock under the Sales Agreement subsequent to March31, 2026, and net proceeds of $3,000,000 received from the sale of prefunded common stock purchase warrants in May 2026 (as Management regularly evaluates different strategies to obtain funding for operations for subsequent periods. These strategies mayinclude but are not limited to private placements of securities, licensing and/or marketing arrangements, partnerships with otherpharmaceutical or biotechnology companies, and public offerings of securities. The Company may not be able to obtain financing onacceptable terms and the Company may not be able to enter into strategic alliances or other arrangements on favorable terms. The Operations since inception have consisted primarily of organizing the Company, securing financing, developing licensed technologies,performing research, conducting pre-clinical studies and a clinical trial, and pursuing and completing the business combinationpursuant to that certain Agreement and Plan of Merger, dated June 28, 2023 (the “Merger Agreemen