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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Tevogen Bio Holdings Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Ryan Saadi c/o Tevogen Bio Holdings Inc., Independence Boulevard, Suite #210 Warren, NJ, 07059 877-838-6436 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/10/2026 (Date of Event Which Requires Filing of This Statement) |
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)
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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
3,709,567.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
59.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
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 Offices:
15 Independence Boulevard, Suite #210, Warren,
NEW JERSEY
, 07059. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") 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 No. 3 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 and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 11, 2015 (the "Original Schedule 13D," and as further amended by this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 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 1,220,000 shares of Restricted Stock on July 10, 2026 as compensation for his service as Chairman and 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 No. 3 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. 3 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. 3, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 3. | |
| 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:
2026 Restricted Stock Award
On July 10, 2026, the Company granted 1,220,000 shares of Restricted Stock to Dr. Saadi pursuant to the 2024 Plan. 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. 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. | ||
| 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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