Tevogen grants 8M CEO shares tied to $1B revenue

Tevogen Inc. ties large new executive equity grants to achieving $1.0 billion in revenue by 2031, with strict forfeiture and retention provisions.

Rhea-AI Filing Summary

Tevogen Inc. (TVGN) reported granting performance-based restricted stock awards on September 14, 2026 to its top executives under the 2024 Omnibus Incentive Plan. Chief Executive Officer Ryan Saadi received 8,000,000 restricted shares and Chief Financial Officer Kirti Desai received 750,000 restricted shares of common stock.

The awards vest only if the Board certifies achievement of $1.0 billion in aggregate revenue by September 30, 2031; until then, the shares are non-transferable but carry voting rights. Immediately after the grant, Saadi owned 74.4% and Desai owned 6.3% of 15,736,540 outstanding common shares, aligning their potential realized compensation with long-term revenue growth.

Filing Explained

The filing adds that the restricted shares remain conditional beyond the revenue test: they can be forfeited if the threshold is missed by September 30, 2031, service ends before vesting, a transfer is attempted, or an unassumed change in control occurs. Certain conduct the company determines is detrimental can also forfeit unvested shares and require repayment or share forfeiture for shares vested during the preceding 12 months.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Restricted shares granted to CEO: 8,000,000 shares Restricted shares granted to CFO: 750,000 shares Revenue Threshold for vesting: $1.0 billion aggregate revenue +4 more

7 metrics

Restricted shares granted to CEO 8,000,000 shares Restricted Stock Award to CEO Ryan Saadi on September 14, 2026

Restricted shares granted to CFO 750,000 shares Restricted Stock Award to CFO Kirti Desai on September 14, 2026

Revenue Threshold for vesting $1.0 billion aggregate revenue Must be achieved by September 30, 2031 for restricted shares to vest

Shares of common stock outstanding 15,736,540 shares Outstanding common stock immediately following the September 14, 2026 grants

CEO ownership after grant 74.4% Direct or indirect ownership of outstanding common stock after the grant

CFO ownership after grant 6.3% Direct ownership of outstanding common stock after the grant

Warrant exercise price $575.00 per share Exercise price of TVGNW warrants for Tevogen common stock

Key Terms

Restricted Stock Awards, Revenue Threshold, Change in Control, Conduct Detrimental to the Company, +2 more

6 terms

Restricted Stock Awards financial

"granted the Company’s executive officers restricted stock awards (the “RSAs”)"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

Revenue Threshold financial

"achievement of $1.0 billion in aggregate revenue by September 30, 2031 (the “Revenue Threshold”)"

Change in Control financial

"Upon the occurrence of a Change in Control (as defined in the Plan)"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Conduct Detrimental to the Company financial

"If the Company determines that the grantee engaged in Conduct Detrimental to the Company"

Fair Market Value financial

"times the Fair Market Value of the Shares on the date the grantee receives such notice"

The price a willing buyer and a willing seller would agree on for an asset or security when neither is under pressure and both have access to the same information. Think of it as the market’s neutral estimate of what something is worth, like the price two neighbors would settle on for a car after comparing similar listings. Investors care because fair market value guides buying and selling decisions, tax reporting, portfolio valuation, and how accurately company assets are reflected in financial statements.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive equity awards did Tevogen Inc. (TVGN) grant on September 14, 2026?

Tevogen Inc. granted 8,000,000 restricted shares to CEO Ryan Saadi and 750,000 restricted shares to CFO Kirti Desai under the 2024 Omnibus Incentive Plan, all in the form of common stock subject to performance-based vesting conditions.

What is the revenue condition for the new Tevogen (TVGN) restricted stock awards to vest?

The restricted shares vest only if Tevogen’s Board certifies achievement of $1.0 billion in aggregate revenue by September 30, 2031. If this “Revenue Threshold” is not met by the end of the performance period, all unvested restricted shares are forfeited.

Do the Tevogen (TVGN) executives have voting rights on the restricted shares before vesting?

Yes. Each executive has the right to vote the restricted shares prior to vesting, but they may not sell, transfer, pledge, or otherwise dispose of the shares until vesting occurs, subject to the terms of the Restricted Stock Award Agreements.

How did the September 14, 2026 grants affect ownership of Tevogen (TVGN) common stock?

Immediately following the grants, CEO Ryan Saadi directly or indirectly owned 74.4% and CFO Kirti Desai directly owned 6.3% of Tevogen’s 15,736,540 outstanding common shares, according to the company’s disclosure.

What forfeiture events apply to the new Tevogen (TVGN) restricted stock awards?

The restricted shares are forfeited if the Revenue Threshold is not met, if the executive’s service terminates before vesting, upon prohibited transfers, if unassumed in a qualifying Change in Control, or upon specified Conduct Detrimental to the Company as defined in the agreements.

What is the exercise price of Tevogen (TVGN) warrants listed on Nasdaq?

Tevogen discloses that its listed warrants, trading under symbol TVGNW, are exercisable for common stock at an exercise price of $575.00 per share on The Nasdaq Stock Market LLC.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 14, 2026

Tevogen Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-41002		98-1597194
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

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

Registrant’s telephone number, including area code: (877) 838-6436

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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, par value $0.0001 per share		TVGN		The Nasdaq Stock Market LLC
Warrants, exercisable for $575.00 per share		TVGNW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Restricted Stock Awards

On September 14, 2026 (the “Grant Date”), Tevogen Inc. (the “Company”) granted the Company’s executive officers restricted stock awards (the “RSAs”) under the Tevogen Inc. 2024 Omnibus Incentive Plan (the “Plan”), in each case consisting of shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), subject to terms and restrictions set forth in an RSA agreement with the executive officer (“Restricted Shares” and each such agreement, an “RSA Agreement”), as follows:

	●	Ryan Saadi, Chief Executive Officer and Chairperson of the Company’s Board of Directors (the “Board”), was granted 8,000,000 Restricted Shares; and
	●	Kirti Desai, Chief Financial Officer, was granted 750,000 Restricted Shares.

Vesting of the Restricted Shares is subject to the Board’s certification of the Company’s achievement of $1.0 billion in aggregate revenue by September 30, 2031 (the “Revenue Threshold”), and the Restricted Shares may not be sold, transferred by gift, pledged, hypothecated, or otherwise transferred or disposed of prior to vesting. Each grantee will have the right to vote the Restricted Shares prior to vesting. As of immediately following the grant on September 14, 2026, Dr. Saadi directly or indirectly owned 74.4% and Mr. Desai directly owned 6.3% of the 15,736,540 shares of outstanding Common Stock.

Background

The RSAs are intended to align Dr. Saadi’s and Mr. Desai’s realized compensation with the Company’s growth and success by making vesting contingent on achievement of the Revenue Threshold. The Board believes that the executives’ continued leadership is instrumental to the Company’s progress and that retaining and incentivizing Dr. Saadi and Mr. Desai through equity grants and providing each of them a continued important say in the Company’s future through the voting rights incident to the Restricted Shares is in the best interests of the Company and its stockholders. The achievement of the Revenue Threshold is intended to be a challenging milestone that would require significant effort and value creation for the benefit of all stockholders before any economic value from the RSAs can be realized by the executives.

Forfeiture

The Restricted Shares are subject to forfeiture upon the occurrence of any of the following events:

	●	Failure to Meet Performance Threshold: If the Revenue Threshold is not achieved by the end of the Performance Period.
	●	Termination of Service: In the event the grantee’s Service terminates for any reason prior to vesting.
	●	Transfer: Any attempted transfer of the Restricted Shares prior to vesting (which transfer will be null and void).
	●	Change in Control: Upon the occurrence of a Change in Control (as defined in the Plan) in which the Restricted Shares are not assumed or continued, in which case all Restricted Shares that have not vested as of immediately prior to the consummation of such Change in Control will be immediately and automatically forfeited without consideration.
	●	Conduct Detrimental to the Company: If the Company determines that the grantee engaged in Conduct Detrimental to the Company during the grantee’s Service or during the 12-month period following termination, (i) the grantee will immediately and automatically forfeit all unvested Restricted Shares, and (ii) if the grantee has vested in any Shares during the 12-month period prior to the grantee’s actions, the grantee will owe the Company a cash payment (or forfeiture of shares of Common Stock) in an amount determined as follows: (a) for any shares of Common Stock (“Shares”) that the grantee has sold prior to receiving notice from the Company, the amount will be the proceeds received from any and all sales of those Shares, and (b) for any Shares that the grantee still owns, the amount will be the number of Shares owned times the Fair Market Value of the Shares on the date the grantee receives such notice. “Conduct Detrimental to the Company” is when the grantee: (i) engages in serious misconduct, whether or not discovered by the Company prior to the termination of Service, (ii) breaches obligations to the Company or an Affiliate under any written agreements, or (iii) engages in certain competitive activities, including performance of service for a direct competitor, or breaches certain non-solicitation obligations without the Company’s advance, express, written consent.

The foregoing description of the RSA Agreements is qualified by reference to the full text of the RSA Agreements, a form of which is filed as Exhibit 10.1 hereto and incorporated herein by reference. Capitalized terms used but not otherwise defined in this Form 8-K have the meanings assigned to them in the RSA Agreements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit		Description
10.1		Form of Restricted Stock Award Agreement, dated September 14, 2026, under Tevogen Inc. 2024 Omnibus Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Tevogen Inc.
Date: September 16, 2026	By:	/s/ Ryan Saadi
	Name:	Ryan Saadi
	Title:	Chief Executive Officer

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 91.1 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 3.7 KB
• EX-101 XBRL DEFINITION FILE 26.0 KB
• EX-101 XBRL LABEL FILE 35.8 KB
• EX-101 XBRL PRESENTATION FILE 24.6 KB