What Tevogen Bio Holdings, Inc. told the SEC could break it.

Tevogen carries Series A/A-1/C preferred stock with cumulative dividends that escalate (Series A: 5% rising 2%/year), and a loan facility whose interest is paid in stock at $75/share; uncertainty about satisfying these preferred obligations could impair its ability to raise capital and operate.

“Uncertainty regarding our ability to satisfy our future obligations under the terms of our Preferred Stock could materially and adversely affect our business. Our Series A Preferred Stock, which has an aggregate face value of $2.0 million, carries an annual 5% cumulative dividend, increasing by 2% each year.”

Tevogen is a clinical-stage immunotherapy company with no commercialized products or revenue, only $0.6M of cash at year-end 2025 (down from $1.3M), and significant net losses — funding itself through convertible notes, preferred stock, a loan facility and grants, leaving acute going-concern/financing risk.

“As of December 31, 2025 we had $0.6 million in cash, as compared to $1.3 million in cash as of December 31, 2024. To date, we have not yet commercialized any products or generated any revenue from product sales and have financed our operations primarily with proceeds from the sale of convertible promissory notes and preferred stock, funds drawn on the Loan Agreement, grant funding, and proceeds from sales of Common Stock under the Sales Agreement.”

Tevogen relies on limited or sole-sourced raw materials to manufacture its CTL product candidates, with no assurance suppliers will continue to meet its quantity/specification/quality needs; a supply interruption could halt manufacturing until an alternative source is found and qualified.

“Any supply interruption in limited or sole sourced raw materials could materially harm our ability to manufacture our product candidates until a new source of supply, if any, could be identified and qualified. We may be unable to find a sufficient alternative supply channel in a reasonable time or on commercially reasonable terms.”

All of Tevogen's product candidates are in preclinical/clinical development requiring lengthy, uncertain FDA approval (TVGN 489 has an active IND/Phase 1), and future commercial economics are exposed to Medicaid-rebate/ACA drug-pricing and cost-containment reforms.

“All of our product candidates are still in preclinical and clinical development and, with the exception of TVGN 489, we are early in our development efforts. FDA permitted our IND for TVGN 489 to proceed in May 2021, and we began enrolling subjects in October 2021.”