Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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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
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| 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)
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| 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)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 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
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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 Bio Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive O
ffices:
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.
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