Dr. Saadi boosts control at Tevogen Bio Holdings (TVGN) with stock grant

Rhea-AI Filing Summary

Tevogen Bio Holdings Inc. insider Dr. Ryan H. Saadi reports beneficial ownership of 3,709,567 shares of common stock, representing 59.7% of the class. He holds sole voting power over 3,705,689 shares and sole dispositive power over 1,938,710 shares, with an additional 3,878 shares held with shared voting and dispositive power through his spouse.

On July 10, 2026, Dr. Saadi received a grant of 1,220,000 shares of Restricted Stock as compensation for his service as Chairman and Chief Executive Officer under the company’s 2024 plan. These shares carry voting rights but are non‑transferable and subject to forfeiture, vesting in four equal annual installments beginning on the seventh anniversary of the grant, with full acceleration upon death or disability. The ownership percentage is based on 6,215,107 shares of common stock outstanding as of July 14, 2026.

Key Figures

Beneficial ownership: 3,709,567 shares Ownership percentage: 59.7% Shares outstanding: 6,215,107 shares +5 more

8 metrics

Beneficial ownership 3,709,567 shares Aggregate shares beneficially owned by Dr. Saadi, per Amendment No. 3

Ownership percentage 59.7% Percent of Tevogen Bio common stock beneficially owned by Dr. Saadi

Shares outstanding 6,215,107 shares Common shares outstanding as of July 14, 2026 used for ownership calculation

Sole voting power 3,705,689 shares Shares over which Dr. Saadi has sole voting power

Shared voting power 3,878 shares Shares with shared voting power, held through Dr. Saadi’s spouse

Sole dispositive power 1,938,710 shares Shares over which Dr. Saadi has sole dispositive power

Restricted stock grant 1,220,000 shares Restricted Stock granted July 10, 2026 as CEO and Chairman compensation

Restricted stock in voting power 1,766,979 shares Restricted common shares included within sole voting power, subject to forfeiture

Key Terms

Schedule 13D, Beneficially Owned, Restricted Stock, Sole Dispositive Power, +2 more

6 terms

Schedule 13D regulatory

"This Amendment No. 3 amends and supplements the initial statement on Schedule 13D"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Beneficially Owned financial

"aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Restricted Stock financial

"The Reporting Person received a grant of 1,220,000 shares of Restricted Stock on July 10, 2026"

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

Sole Dispositive Power financial

"Sole Dispositive Power 1,938,710.00"

Sole dispositive power is the exclusive legal authority to decide what happens to a security — for example, whether to sell, transfer, or retain shares — without needing anyone else’s permission. Investors care because it signals who truly controls the economic outcome of an investment: like holding the only key to a safe, the holder can realize gains or losses and may trigger regulatory reporting, insider rules, or influence over corporate ownership.

Shared Voting Power financial

"The shares of Common Stock reported in rows 8 and 10 consist of shares held by Dr. Saadi's spouse"

Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.

2024 Plan financial

"the Company granted 1,220,000 shares of Restricted Stock to Dr. Saadi pursuant to the 2024 Plan"

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Available on EDGAR 07/14/2026 - 09:56 PM Accepted by SEC EDGAR 07/14/2026 - 09:56 PM Learn about SEC filing dates

FAQ

What ownership stake does Dr. Ryan Saadi report in Tevogen Bio (TVGN)?

Dr. Ryan Saadi reports beneficial ownership of 3,709,567 Tevogen Bio shares, representing 59.7% of the company’s outstanding common stock. This percentage is calculated using 6,215,107 shares outstanding as of July 14, 2026.

How many Tevogen Bio (TVGN) shares were granted to Dr. Saadi in July 2026?

On July 10, 2026, Dr. Saadi received a grant of 1,220,000 shares of Restricted Stock from Tevogen Bio. The award was issued as compensation for his role as Chairman and Chief Executive Officer under the company’s 2024 equity plan.

What are the vesting terms of Dr. Saadi’s 2026 restricted stock award from Tevogen Bio (TVGN)?

The 1,220,000 Restricted Stock shares vest in four equal annual installments beginning on the seventh anniversary of the grant. Vesting requires continuous service, with full acceleration upon death or disability and forfeiture of unvested shares upon most departures.

How many Tevogen Bio (TVGN) shares are outstanding for calculating Dr. Saadi’s ownership?

Dr. Saadi’s 59.7% ownership is calculated using 6,215,107 Tevogen Bio common shares outstanding as of July 14, 2026. This share count serves as the denominator for the reported beneficial ownership percentage.

What voting and dispositive power does Dr. Saadi report over Tevogen Bio (TVGN) shares?

He reports 3,705,689 shares with sole voting power and 1,938,710 with sole dispositive power. An additional 3,878 shares are held with shared voting and dispositive power through his spouse, reflecting indirect beneficial ownership.

How many restricted Tevogen Bio (TVGN) shares are included in Dr. Saadi’s voting power?

His sole voting power figure includes 1,766,979 shares of restricted common stock that are outstanding and carry voting rights but cannot be transferred and are subject to forfeiture under the award terms.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

Tevogen Bio Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88165K101

(CUSIP Number)

Ryan Saadi
c/o Tevogen Bio Holdings Inc., Independence Boulevard, Suite #210
Warren, NJ, 07059
877-838-6436

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/10/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 88165K101

1

Name of reporting person

Saadi Ryan H.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,705,689.00
8	Shared Voting Power 3,878.00
9	Sole Dispositive Power 1,938,710.00
10	Shared Dispositive Power 3,878.00

11

Aggregate amount beneficially owned by each reporting person

3,709,567.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

59.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares reported in row 7 includes 1,766,979 shares of restricted Common Stock that are outstanding and therefore carry voting rights but that may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, subject to forfeit. The shares of Common Stock reported in rows 8 and 10 consist of shares held by Dr. Saadi's spouse. The percent reported in row 13 is calculated based on 6,215,107 shares of Common Stock outstanding as of July 14, 2026.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: Tevogen Bio Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 15 Independence Boulevard, Suite #210, Warren, NEW JERSEY , 07059.
Item 1 Comment: This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Tevogen Bio Holdings Inc., a Delaware corporation (the "Issuer" or the "Company"). This Amendment No. 3 amends and supplements the initial statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") by the Reporting Person on February 22, 2024, as amended by Amendment No. 1 to Schedule 13D filed with the SEC by the Reporting Person on July 25, 2025 and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 11, 2015 (the "Original Schedule 13D," and as further amended by this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 shall have the same meanings ascribed to them in the Original Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Person received a grant of 1,220,000 shares of Restricted Stock on July 10, 2026 as compensation for his service as Chairman and Chief Executive Officer of the Issuer.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Items 3 and 6 of this Amendment is incorporated into this Item 4 by reference.
Item 5.	Interest in Securities of the Issuer
(a)	Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: (a) See rows (11) and (13) of the cover page to this Amendment No. 3 for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person.
(b)	Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: (b) See rows (7) through (10) of the cover page to this Amendment No. 3 for the aggregate number of shares of Common Stock as to which the Reporting Person has the sole or shared power to vote or direct the vote and the sole or shared power to dispose or to direct the disposition.
(c)	Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows: (c) Except as set forth in this Amendment No. 3, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 3.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: 2026 Restricted Stock Award On July 10, 2026, the Company granted 1,220,000 shares of Restricted Stock to Dr. Saadi pursuant to the 2024 Plan. The shares of Restricted Stock vest in four equal annual installments beginning on the seventh anniversary of the grant date, subject to Dr. Saadi's continuous service with the Issuer through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to death or disability. Dr. Saadi is entitled to vote the shares of Restricted Stock, but the shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered prior to vesting, subject to automatic forfeit. Dr. Saadi will automatically forfeit all unvested shares of Restricted Stock in the event he departs the Company for any reason, unless termination of his service triggers accelerated vesting.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Saadi Ryan H.

Signature:	/s/ Saadi Ryan H.
Name/Title:	Saadi Ryan H.
Date:	07/14/2026