Form SCHEDULE 13D/A Tevogen Inc. Filed by: Saadi Ryan H.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Tevogen Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ryan Saadi 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).
SCHEDULE 13D
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| CUSIP No. |
| 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
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,709,567.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
74.4 % | ||||||||
| 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 9,766,979 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 15,736,540 shares of Common Stock outstanding as of September 14, 2026.
SCHEDULE 13D
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| 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. 4 to Schedule 13D (this "Amendment No. 4") 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. 4 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 and Amendment No. 3 to Schedule 13D filed with the SEC by the Reporting Person on July 14, 2026 (the "Original Schedule 13D," and as further amended by this Amendment No. 4, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 4 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 8,000,000 shares of restricted Common Stock (the "RSA Shares") on September 14, 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. 4 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. 4 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. 4, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 4. | |
| 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 8,000,000 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.
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