Tevogen Bio 13D/A Shows 125 M Shares Held, Minor Insider Sale

Rhea-AI Filing Summary

Schedule 13D/A Amendment 1 shows Tevogen Bio Holdings Inc. (TVGNW) CEO Dr. Ryan H. Saadi now beneficially owns 125,008,376 shares, equal to 64.5 % of the 193.7 M shares outstanding. He holds sole voting power over 124.8 M shares and sole dispositive power over 97.5 M shares; 193.9 k shares are jointly held with his spouse.

The filing reflects two noteworthy changes since the original 13D: (1) on 27 Jun 2025 the Company granted Saadi 8.0 M restricted shares (≈4 % of current float) that carry immediate voting rights but vest in four equal tranches starting seven years after grant, with accelerated vesting on death or disability; and (2) Saadi sold 1,438,206 shares on 9 Jun 2025 in the open market at a VWAP of $1.23.

No other transactions were reported in the prior 60 days. Apart from the potential dilution from the new award and the limited insider sale (≈1 % of his stake), the amendment does not signal strategic changes. Saadi remains the controlling shareholder, aligning management incentives with long-term equity performance.

Positive

• Significant insider ownership (64.5 %) aligns CEO’s interests with shareholders.
• Seven-year cliff vesting on the 8 M restricted shares encourages long-term value creation.

Negative

• Potential 4 % dilution from the new 8 M restricted-share grant.
• Insider sale of 1.44 M shares could signal reduced confidence, albeit minor in proportion.

Insights

Financial Analyst

TL;DR: CEO keeps 64.5 % control; 8 M RS grant dilutes 4 %, modest sale immaterial.

The amendment confirms Dr. Saadi’s dominant position, which can reassure investors about leadership continuity but concentrates governance power. The 8 M-share grant is sizable yet features a seven-year cliff, signalling long-term alignment while delaying actual dilution cash flow impact. The 1.4 M-share sale at $1.23 appears opportunistic liquidity rather than strategic exit, representing roughly 1 % of his holdings. Overall, the filing is neutral to valuation, but investors should monitor future insider sales and potential dilution as restricted shares vest.

Corporate Governance Expert

TL;DR: High insider control persists; fresh equity award raises dilution & governance questions.

With two-thirds of voting power, Saadi can effectively dictate corporate actions, limiting minority influence. While long-dated vesting aligns incentives, granting 4 % of equity to an already controlling insider may draw scrutiny from governance-focused investors, especially given the accelerated vest provisions. The small open-market sale does not materially weaken alignment but could indicate liquidity needs. Impact is neutral unless future awards further erode public float.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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., 15 Independence Boulevard, Suite #210
Warren, NJ, 07059
(877) 838-6436

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

06/27/2025

(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).

SCHEDULE 13D

CUSIP No. 88165K101

1

Name of reporting person

Ryan H. Saadi

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 124,814,453.32
8	Shared Voting Power 193,923.00
9	Sole Dispositive Power 97,465,499.32
10	Shared Dispositive Power 193,923.00

11

Aggregate amount beneficially owned by each reporting person

125,008,376.32

12

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

13

Percent of class represented by amount in Row (11)

64.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The number of shares reported in row 7 includes 27,348,954 shares of restricted Common Stock ("Restricted 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 193,693,433 shares of Common Stock outstanding as of July 10, 2025, as disclosed in the Issuer's Current Report on Form 8-K filed on July 10, 2025.

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. 1 to Schedule 13D (this "Amendment") 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 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, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment shall have the same meanings ascribed to them in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.
Item 2.	Identity and Background
(c)	The third sentence of Item 2 of the Schedule 13D is hereby amended to read as follows: The principal business address of the Reporting Person is 15 Independence Boulevard, Suite #210, Warren, New Jersey 07059.
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 8,000,000 shares of Restricted Stock on June 27, 2025 as compensation for his service as 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 for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by Dr. Saadi.
(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 for the aggregate number of shares of Common Stock as to which Dr. Saadi 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, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment. On June 9, 2025, in an open market sale, the Reporting Person sold 1,438,206 shares of Common Stock at prices ranging from $1.10 to $1.425 per share, for a volume-weighted average price of $1.23 per share.
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: 2025 Restricted Stock Award On June 27, 2025, the Company granted 8,000,000 shares of Restricted Stock to Dr. Saadi pursuant to the 2024 Plan and a Restricted Stock Award Agreement (the "Award Agreement"). 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. Pursuant to the terms of the Award Agreement, 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 pursuant to the terms of the Award Agreement or the 2024 Plan. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the Award Agreement, which is filed as Exhibit 99.6 to this Amendment and is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	99.1 Agreement and Plan of Merger, dated June 28, 2023, by and among Semper Paratus Acquisition Corporation, Semper Merger Sub, Inc., SSVK Associates, LLC, Tevogen Bio Inc, and Ryan Saadi, in his capacity as seller representative (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2023 (File No. 001-41002)). 99.2 Amended and Restated Registration Rights Agreement, dated February 14, 2024, by and among the Company, SSVK Associates, LLC, Semper Paratus Sponsor LLC, Cantor Fitzgerald & Co., and the other signatories thereto (incorporated by reference to Exhibit 10.6 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)). 99.3 Tevogen Bio Holdings Inc. 2024 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)). 99.4 Restricted Stock Unit Agreement, dated as of February 14, 2024, by and between the Company and Ryan Saadi (incorporated by reference to Exhibit 10.14 to the Annual Report on Form 10-K filed with the SEC on April 29, 2024 (File No. 001-41002)). 99.5 Form of Indemnification Agreement (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed with the SEC on February 14, 2024 (File No. 001-41002)). 99.6* Restricted Stock Award Agreement, dated as of June 27, 2025, by and between the Company and Ryan Saadi. * Filed herewith.

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.

Ryan H. Saadi

Signature:	/s/ Ryan H. Saadi
Name/Title:	Ryan H. Saadi
Date:	07/25/2025

FAQ

How many Tevogen Bio (TVGNW) shares does CEO Ryan Saadi now own?

Dr. Saadi beneficially owns 125,008,376 shares, or 64.5 % of the company’s outstanding common stock.

What is the size and structure of the new restricted stock award to Saadi?

He received 8,000,000 restricted shares on 27 Jun 2025; they vest in four equal tranches starting seven years after grant and carry immediate voting rights.

Did the CEO sell any Tevogen Bio shares recently?

Yes. On 9 Jun 2025, Saadi sold 1,438,206 shares at a volume-weighted average price of $1.23.

What percentage of Tevogen Bio’s outstanding shares does the 8 M share award represent?

Approximately 4 % of the 193.7 M shares outstanding as of 10 Jul 2025.

Does Saadi retain voting rights on the unvested restricted shares?

Yes, he may vote all 8 M restricted shares immediately, though they cannot be transferred until vesting.