[Form 4] Tevogen Bio Holdings Inc. Warrant Insider Trading Activity

Rhea-AI Filing Summary

Ryan H. Saadi, Chief Executive Officer, director and >10% owner of Tevogen Bio Holdings Inc. reported a Form 4 disclosing an August 15, 2025 transaction in which he disposed of 20,000 shares of common stock as gifts to charitable entities. The filing shows the shares were transferred at $0, consistent with a gift, and an explanatory note states 10,000 shares were given to Opportunity Project, Inc. and 10,000 shares to Warren Township Honorary P.B.A., Inc. After the reported transaction Saadi is shown as beneficially owning 124,794,453.322 shares directly and 193,924 shares indirectly through his spouse. The Form 4 is signed by an attorney-in-fact on August 18, 2025.

Insights

Financial Analyst

TL;DR: Insider made a small charitable gift of common stock; ownership remains overwhelmingly large, so market impact is likely negligible.

The filing reports a 20,000-share disposition by Saadi via gift, executed at no cash consideration. Given the reported direct beneficial ownership of approximately 124.8 million shares, the 20,000-share transfer represents an immaterial reduction in economic stake (well below 1% of holdings). There is no cash proceeds, no exercise or sale reported, and no change to derivative positions disclosed. From a liquidity and dilution perspective, this disclosure does not signal material change to control or to share count. Investors should view this as a charitable transfer rather than a monetization event.

Corporate Governance Expert

TL;DR: Gift to charitable organizations disclosed; routine Form 4 compliance, no governance red flags present in the filing.

The Form 4 indicates compliance with Section 16 reporting for an insider who is CEO, director, and >10% owner. The transfer is explicitly described as charitable gifts to two named entities. There are no concurrent sales, pledged shares, or plan-based transactions indicated. The report is notarized by an attorney-in-fact and dated within a typical window for Form 4 filings. Governance implications are limited: this is a personal philanthropic action rather than a corporate governance change.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Saadi Ryan H.

(Last) (First) (Middle)

C/O TEVOGEN BIO HOLDINGS INC.

15 INDEPENDENCE BLVD, STE 210

(Street)

WARREN NJ 07059

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Tevogen Bio Holdings Inc. [ TVGN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	08/15/2025		G(1)		20,000	D	$0	124,794,453.322	D
Common Stock								193,924	I	By wife

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents a gift of 10,000 shares of common stock to each of Opportunity Project, Inc. and Warren Township Honorary P.B.A., Inc., which are charitable entities.

	/s/ Kirti Desai, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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