Tevogen ties 50M-share award to $1B revenue threshold

The 50 million-share award remains contingent on a company revenue threshold and multiple forfeiture conditions.

Available on EDGAR 11/04/2026 - 04:39 PM EST Accepted by SEC EDGAR 11/04/2026 - 04:38 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Tevogen Inc. granted its reporting person, Ryan H. Saadi, 50,000,000 restricted common shares on November 2, 2026. The shares will vest only upon written certification by the board that Tevogen achieved $1.0 billion in aggregate revenue during the period from November 2, 2026 through December 31, 2031. They are subject to automatic forfeiture if the revenue threshold is not met, if Saadi’s service ends, following a determination of specified misconduct or competitive activity, upon transfer or attempted transfer before vesting, or if the award is not assumed in a change in control.

Saadi reported beneficial ownership of 61,709,567 shares, or 91.1% of the class, based on 67,765,267 shares outstanding as of November 4, 2026. The reported amount includes 59,763,101 restricted shares that are outstanding and carry voting rights but are subject to transfer restrictions and forfeiture.

Key Figures

Restricted common shares granted: 50,000,000 shares Aggregate revenue vesting threshold: $1.0 billion Beneficial ownership: 61,709,567 shares +3 more

6 metrics

Restricted common shares granted 50,000,000 shares Granted November 2, 2026

Aggregate revenue vesting threshold $1.0 billion Performance Period from November 2, 2026 through December 31, 2031

Beneficial ownership 61,709,567 shares Reported by Ryan H. Saadi

Class ownership percentage 91.1% Based on 67,765,267 shares outstanding as of November 4, 2026

Shares outstanding 67,765,267 shares As of November 4, 2026

Restricted shares included in reported ownership 59,763,101 shares Outstanding and carrying voting rights; subject to transfer restrictions and forfeiture

Key Terms

RSA Shares, Performance Period, beneficially owned, vesting

4 terms

RSA Shares financial

"50,000,000 shares of restricted Common Stock (the “RSA Shares”)"

Performance Period financial

"during the period from November 2, 2026 through December 31, 2031"

The performance period is the specific time span over which an investment’s results, an employee’s targets, or a fund’s returns are measured and judged. It matters to investors because the length and start/end of that window determine which gains or losses count toward performance fees, bonus payouts, or benchmark comparisons—much like timing a race decides who wins, the chosen period can change whether results look strong or weak.

beneficially owned regulatory

"Aggregate amount beneficially owned by each reporting person"

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.

vesting financial

"The RSA Shares will vest only upon written certification"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

FAQ

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

How many shares did Ryan H. Saadi receive under TVGN’s restricted stock award?

Tevogen granted Ryan H. Saadi 50,000,000 restricted common shares on November 2, 2026.

How much TVGN stock does Ryan H. Saadi beneficially own?

Saadi reported beneficial ownership of 61,709,567 shares, or 91.1% of the class. The percentage is calculated using 67,765,267 shares outstanding as of November 4, 2026.

What can cause Tevogen’s restricted shares to be forfeited?

The shares are automatically forfeited if the revenue threshold is not met during the Performance Period, if Saadi’s service ends for any reason, following a determination of certain misconduct or competitive activities, upon transfer or attempted transfer before vesting, or if the award is not assumed in a change in control.

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

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)

Tevogen Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88165K200

(CUSIP Number)

Ryan Saadi
c/o Tevogen Inc.,, 15 Independence Boulevard, Suite #210
Warren, NJ, 07059
877-838-6436

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

11/02/2026

(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): 88165K200

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 61,705,689.00
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

61,709,567.00

12

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

13

Percent of class represented by amount in Row (11)

91.1 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The numbers of shares reported in row 7 and 11 include 59,763,101 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 forfeiture. 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 67,765,267 shares of Common Stock outstanding as of November 4, 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 Inc.
(c)	Address of Issuer's Principal Executive Offices: 15 Independence Boulevard, Suite #210, Warren, NEW JERSEY , 07059.
Item 1 Comment: This Amendment No. 5 to Schedule 13D (this "Amendment No. 5") relates to the common stock, par value $0.0001 per share (the "Common Stock"), of Tevogen Inc., a Delaware corporation (the "Issuer" or the "Company"). This Amendment No. 5 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, Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 16, 2025, Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on July 14, 2026, and Amendment No. 4 to Schedule 13D filed with the SEC by the Reporting Person on September 16, 2026 (the "Original Schedule 13D," and as further amended by this Amendment No. 5, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 5 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 50,000,000 shares of restricted Common Stock (the "RSA Shares") on November 2, 2026, pursuant to the Restricted Stock Award Agreement (the "RSA Agreement").
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. 5 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. 5 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. 5, the Reporting Person has not effected any transactions in the Common Stock since the Reporting Person's most recent filing of Schedule 13D.
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: November 2026 Restricted Stock Award On November 2, 2026, the Company granted 50,000,000 RSA Shares to the Reporting Person pursuant to the Tevogen Inc. 2024 Omnibus Incentive Plan. The RSA Shares will vest only upon written certification by the Company's Board of Directors that the Company has achieved $1.0 billion in aggregate revenue during the period from November 2, 2026 through December 31, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during the Performance Period, upon termination of the Reporting Person's service with the Company for any reason, if it is determined that the Reporting Person has engaged in certain misconduct or competitive activities with the Company, in the event of transfer or attempted transfer prior to vesting, or if the award is not assumed in connection with a change in control. The foregoing description of the RSA Agreement does not purport to be complete and is qualified by reference to the full text of the Form of RSA Agreement, which is attached hereto as Exhibit 99.1 to this Amendment No. 5.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Restricted Stock Award Agreement under Tevogen Inc. 2024 Omnibus Incentive Plan.

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:	11/04/2026