UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________to__________

Commission File Number: 001-41002

Tevogen Bio Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware		98-1597194
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

15 Independence Boulevard, Suite #210 Warren, New Jersey		07059
(Address of principal executive offices)		(Zip Code)

(877) 838-6436

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value per share	TVGN	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock for $11.50 per share	TVGNW	The 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 the Securities Exchange Act of 1934 during the 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 past 90 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 of Regulation 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging 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 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

As of November 12, 2025, there were 198,689,921 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

Table of Contents

	Page
Part I - Financial Information	1
Item 1. Financial Statements (Unaudited).	1
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.	20
Item 3. Quantitative and Qualitative Disclosures About Market Risk.	34
Item 4. Controls and Procedures.	34
Part II - Other Information	35
Item 1. Legal Proceedings.	35
Item 1A. Risk Factors.	35
Item 5. Other Information.	37
Item 6. Exhibits.	38
Signatures	39

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

TEVOGEN BIO HOLDINGS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	2025			2024
Assets
Current assets:
Cash	$	1,037,094		$	1,282,995
Prepaid expenses and other assets		925,821			919,088
Due from related party		158,819			158,819
Total current assets		2,121,734			2,360,902

Property and equipment, net		163,930			296,442
Right-of-use assets - operating leases		1,451,198			228,490
Deferred offering costs		190,923			-
Other assets		565,884			575,841
Total assets	$	4,493,669		$	3,461,675

Liabilities and stockholders’ deficit
Current liabilities:
Accounts payable	$	3,311,931		$	5,200,245
Accrued expenses and other liabilities		1,196,644			1,712,396
Operating lease liabilities		327,740			229,063
Notes payable		1,651,000			1,651,000
Due to related party		250,000			250,000
Total current liabilities		6,737,315			9,042,704

Loan agreement		4,400,000			1,000,000
Operating lease liabilities		1,150,476			5,796
Derivative warrant liabilities		29,774			87,180
Total liabilities		12,317,565			10,135,680

Stockholders’ deficit
Series A Preferred Stock, $0.0001 par value; 2,000 shares authorized; 500 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (liquidation value of $2,151,233 at September 30, 2025)		2,799,990			2,799,990
Series C Preferred Stock, $0.0001 par value; 1,300 shares authorized; 600 shares issued and outstanding as of September 30, 2025 and December 31, 2024 (liquidation value of $6,417,945 at September 30, 2025)		6,000,000			6,000,000
Preferred Stock, value		6,000,000			6,000,000
Common stock, $0.0001 par value; 800,000,000 shares authorized; 197,391,411 and 177,991,365 shares issued and outstanding at September 30, 2025 and December 31, 2024		19,740			17,800
Additional paid-in capital		118,339,343			97,893,322
Accumulated deficit		(134,982,969	)		(113,385,117	)
Total stockholders’ deficit		(7,823,896	)		(6,674,005	)
Total liabilities and stockholders’ deficit	$	4,493,669		$	3,461,675

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN BIO HOLDINGS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

	2025			2024			2025			2024
	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
Operating expenses:
Research and development	$	3,110,752		$	3,260,938		$	9,005,811		$	28,196,970
General and administrative		2,618,679		$	2,824,589			12,524,503			16,004,308
Total operating expenses		5,729,431			6,085,527			21,530,314			44,201,278
Loss from operations		(5,729,431	)		(6,085,527	)		(21,530,314	)		(44,201,278	)
Interest expense, net		(62,340	)		(12,459	)		(124,944	)		(168,239	)
Merger transaction costs		-			-			-			(7,499,353	)
Change in fair value of warrants		64,959			7,613			57,406			14,428
Change in fair value of convertible promissory notes		-			-			-			48,468,678
Change in fair value of written call option derivative liabilities		-			206,150			-			(7,064	)
Loss on issuance of commitment shares		-			-			-			(890,000	)
Net loss	$	(5,726,812	)	$	(5,884,223	)	$	(21,597,852	)	$	(4,282,828	)

Net loss attributable to common stockholders, basic and diluted	$	(5,862,428	)	$	(5,909,428	)	$	(22,007,715	)	$	(864,521	)
Net loss per share attributable to common stockholders, basic and diluted	$	(0.03	)	$	(0.03	)	$	(0.12	)	$	(0.01	)
Weighted-average common stock outstanding, basic and diluted		196,028,784			170,174,533			187,086,621			160,000,569

See accompanying notes to the unaudited consolidated financial statements.

TEVOGEN BIO HOLDINGS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2025		500	$	2,799,990		—		—		600	$	6,000,000		177,991,365	$	17,800	$	97,893,322		$	(113,385,117	)	$	(6,674,005	)
Issuance of common stock in settlement of vested restricted stock units		—		—		—		—		—		—		5,902,068		590		(590	)		—			—
Loan agreement interest settled in stock		—		—		—		—		—		—		—		—		28,269			—			28,269
Capital contribution		—		—		—		—		—		—		—		—		2,000,000			—			2,000,000
Stock-based compensation		—		—		—		—		—		—		—		—		7,292,701			—			7,292,701
Net loss		—		—		—		—		—		—		—		—		—			(10,367,061	)		(10,367,061	)
Balance at March 31, 2025		500	$	2,799,990		—		—		600	$	6,000,000		183,893,433	$	18,390	$	107,213,702		$	(123,752,178	)	$	(7,720,096	)
Issuance of common stock in settlement of vested restricted stock units		—		—		—		—		—		—		9,800,000		980		(980	)		—			—
Capital contribution		—		—		—		—		—		—		—		—		500,000			—			500,000
Stock-based compensation		—		—		—		—		—		—		—		—		3,239,333			—			3,239,333
Net loss		—		—		—		—		—		—		—		—		—			(5,503,979	)		(5,503,979	)
Balance at June 30, 2025		500	$	2,799,990		—		—		600	$	6,000,000		193,693,433	$	19,370	$	110,952,055		$	(129,256,157	)	$	(9,484,742	)
Loan agreement interest settled in stock		—		—		—		—		—		—		—		—		37,137			—			37,137
Issuance of common stock in settlement of vested restricted stock units		—		—		—		—		—		—		779,737		78		(78	)		—			—
Capital contribution		—		—		—		—		—		—		—		—		1,000,000			—			1,000,000
Issuance of shares under the sales agreement, net of issuance costs		—		—		—		—		—		—		2,918,241		292		3,105,312			—			3,105,604
Stock-based compensation		—		—		—		—		—		—		—		—		3,244,917			—			3,244,917
Net loss		—		—		—		—		—		—		—		—		—			(5,726,812	)		(5,726,812	)
Balance at September 30, 2025		500	$	2,799,990		—		—		600	$	6,000,000		197,391,411	$	19,740	$	118,339,343		$	(134,982,969	)	$	(7,823,896	)

	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
	Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Deficit
Balance at January 1, 2024		—	$	—		—	$	—		—		—		119,999,989	$	12,000	$	5,216,840		$	(99,657,737	)	$	(94,428,897	)
Issuance of Series A preferred stock		500		2,799,990		—		—		—		—		—		—		—			—			2,799,990
Nonrefundable prepaid proceeds towards anticipated Series A-1 preferred stock issuance		—		—		—		—		—		—		—		—		200,000			—			200,000
Issuance of Series B preferred stock		—		—		3,613		3,613,000		—		—		—		—		—			—			3,613,000
Conversion of convertible promissory notes into common stock in connection with merger		—		—		—		—		—		—		10,337,419		1,034		46,621,593			—			46,622,627
Merger, net of redemptions and transaction costs		—		—		—		—		—		—		14,778,056		1,478		(2,885,459	)		—			(2,883,981	)
Issuance of restricted common stock		—		—		—		—		—		—		19,348,954		1,935		(1,935	)		—			—
Issuance of common stock for Sponsor advisory service fee		—		—		—		—		—		—

SEC Form 10-Q filed by Tevogen Bio Holdings Inc.