Tevogen grants Desai 750K shares tied to $1B revenue

A Tevogen Inc. shareholder reports a larger 6.3% stake after receiving 750,000 performance-based restricted shares tied to a $1.0 billion revenue target.

Rhea-AI Filing Summary

Tevogen Inc. (TVGN) received an amended Schedule 13D from shareholder Kirti Desai reflecting a new performance-based equity award. Desai now beneficially owns 992,983 shares of Common Stock, representing 6.3% of the class, based on 15,736,540 shares outstanding as of September 14, 2026. This total includes 805,000 shares of restricted Common Stock that carry voting rights but are subject to transfer restrictions and potential forfeiture. On September 14, 2026, Tevogen granted Desai 750,000 restricted Common Stock shares under the 2024 Omnibus Incentive Plan, which vest only if the Board certifies that the Company achieves $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031. The award is subject to forfeiture if the revenue threshold is not met, upon termination of service, certain misconduct or competitive activities, prohibited transfers, or if the award is not assumed in a change in control.

Filing Explained

The amendment adds that Kirti Desai has sole power to dispose of 187,983 shares, while reporting sole voting power over 992,983 shares, including 805,000 restricted shares that carry voting rights but are subject to transfer limits and forfeiture.

Key Figures

Shares beneficially owned: 992,983 shares Ownership percentage: 6.3% Shares outstanding: 15,736,540 shares +4 more

7 metrics

Shares beneficially owned 992,983 shares Beneficial ownership reported by Kirti Desai in Amendment No. 1

Ownership percentage 6.3% Portion of Tevogen Common Stock beneficially owned by Kirti Desai

Shares outstanding 15,736,540 shares Common Stock outstanding as of September 14, 2026 used for ownership calculation

Restricted shares included in beneficial ownership 805,000 shares Restricted Common Stock that is outstanding, carries voting rights, but is non-transferable and subject to forfeiture

New restricted stock award 750,000 shares Restricted Common Stock granted to Kirti Desai on September 14, 2026 under the 2024 Omnibus Incentive Plan

Revenue performance threshold $1.0 billion Aggregate revenue Tevogen must achieve from September 14, 2026 through September 30, 2031 for the 750,000 restricted shares to vest

Performance Period end date September 30, 2031 End of Performance Period for vesting of the 750,000 restricted shares

Key Terms

restricted Common Stock, beneficially owned, sole Voting Power, Performance Period, +2 more

6 terms

restricted Common Stock financial

"The Reporting Person received a grant of 750,000 shares of restricted Common Stock"

Restricted common stock is company shares that carry limits on selling or transferring for a set period or until certain conditions are met, like time-based vesting or regulatory clearance. Think of them as shares in a locked box that gradually open; they can become freely tradable later but initially reduce the number of shares available on the market. Investors watch restricted stock because its eventual release can change a company’s share supply, affect stock price, and influence control and dilution.

beneficially owned financial

"for the aggregate number of shares of Common Stock beneficially owned by the 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.

sole Voting Power financial

"Number of Shares Beneficially Owned by Each Reporting Person With: | 7 | Sole Voting Power"

Sole voting power is the exclusive right to cast votes attached to a shareholder’s stock without needing approval from anyone else. Like holding the only remote control for a TV, it lets that holder decide corporate matters such as board members, mergers, and policy changes, making it important to investors because it concentrates control and can strongly influence a company’s strategy and the value of its shares.

Performance Period financial

"during the period from September 14, 2026 through September 30, 2031 (the "Performance Period")"

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.

change in control financial

"if the award is not assumed in connection with a change in control"

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.

Tevogen Inc. 2024 Omnibus Incentive Plan financial

"pursuant to Tevogen Inc. 2024 Omnibus Incentive Plan"

FAQ

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

What ownership stake in TVGN does Kirti Desai report in this Schedule 13D/A?

Kirti Desai reports beneficial ownership of 992,983 shares of Tevogen Inc. Common Stock, representing 6.3% of the outstanding class, based on 15,736,540 shares of Common Stock outstanding as of September 14, 2026.

How many restricted Tevogen (TVGN) shares does Kirti Desai hold?

The filing states that 805,000 shares of restricted Common Stock are included in the 992,983 shares reported. These restricted shares are outstanding and carry voting rights but cannot be transferred and are subject to potential forfeiture under the award terms.

What new restricted stock award did Tevogen (TVGN) grant to Kirti Desai?

On September 14, 2026, Tevogen granted Kirti Desai 750,000 shares of restricted Common Stock under the Tevogen Inc. 2024 Omnibus Incentive Plan, pursuant to a Restricted Common Stock Award Agreement referenced in the filing.

What performance condition applies to Kirti Desai’s 750,000 restricted TVGN shares?

The 750,000 restricted shares will vest only if Tevogen’s Board certifies that the Company achieved $1.0 billion in aggregate revenue during the period from September 14, 2026 through September 30, 2031, defined as the Performance Period.

Under what circumstances are Kirti Desai’s restricted Tevogen (TVGN) shares forfeited?

The restricted shares are automatically forfeited if the $1.0 billion revenue threshold is not met in the Performance Period, upon termination of Desai’s service, certain misconduct or competitive activity, prohibited transfers before vesting, or if the award is not assumed in a change in control.

Does Kirti Desai report any recent trades in Tevogen (TVGN) stock?

The filing states that, except as set forth in this amendment, Kirti Desai has not effected any transactions in Tevogen’s Common Stock in the 60 days prior to the date of Amendment No. 1.

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

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Available on EDGAR 09/16/2026 - 08:04 PM Accepted by SEC EDGAR 09/16/2026 - 08:04 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Tevogen Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

88165K200

(CUSIP Number)

Kirti Desai
c/o Tevogen Inc., Independence Boulevard, Suite #210
Warren, NJ, 07059
877-838-6436

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

09/14/2026

(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

Kirti Desai

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 992,983.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 187,983.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

992,983.00

12

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

13

Percent of class represented by amount in Row (11)

6.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares reported in rows 7 and 11 includes 805,000 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 percent reported in row 13 is calculated based on 15,736,540 shares of Common Stock outstanding as of September 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 Inc.
(c)	Address of Issuer's Principal Executive Offices: 15 Independence Boulevard, Suite #210, Warren, NEW JERSEY , 07059.
Item 1 Comment: This Amendment No. 1 to Schedule 13D (this "Amendment No. 1") 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. 1 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 (the "Original Schedule 13D," as amended by this Amendment No. 1, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 1 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 750,000 shares of restricted Common Stock (the "RSA Shares") on September 14, 2026, pursuant to the Restricted Common 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. 1 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. 1 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. 1, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 1.
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: September 2026 Restricted Stock Award On September 14, 2026, the Company granted 750,000 RSA Shares to the Reporting Person pursuant to 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 September 14, 2026 through September 30, 2031 (the "Performance Period"). The shares will automatically be forfeited in the event such revenue threshold is not met during 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 in its entirety by the full text of the Form of RSA Agreement, which is incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 16, 2026, and is listed as Exhibit 99.1 to this Amendment No. 4.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1 - Form of Restricted Stock Award Agreement under Tevogen Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on September 16, 2026 (File No. 001-41002)).

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.

Kirti Desai

Signature:	/s/ Kirti Desai
Name/Title:	Kirti Desai
Date:	09/16/2026