SCHEDULE: Tevogen Bio Founder Saadi Updates 62% Stake

Ryan H. Saadi, founder of Tevogen Bio Holdings Inc., updated his beneficial ownership to 62% after gifting 460,000 shares to charitable entities.

Summary

• Ryan H. Saadi, the reporting person, beneficially owns 124,528,376.32 shares of Tevogen Bio Holdings Inc. Common Stock.
• This represents 62% of the company's outstanding Common Stock, based on 201,011,792 shares outstanding as of December 16, 2025.
• The ownership includes 27,348,954 shares of restricted Common Stock that carry voting rights but are subject to forfeiture and transfer restrictions.
• Shares held by Dr. Saadi's spouse account for 193,923 shares with shared voting and dispositive power.
• On December 11, 2025, Mr. Saadi made gifts of an aggregate of 460,000 shares of Common Stock to charitable entities.

Sentiment

Score: 6

Explanation: The filing primarily reports an ownership update and a charitable gift, which is neutral to slightly positive due to continued high insider ownership and philanthropic activity, despite a minor reduction in direct stake.

Positives

• The reporting person, Ryan H. Saadi, maintains a significant beneficial ownership of 62%, indicating strong alignment with the company's long-term success.
• Gifts to charitable entities demonstrate philanthropic activity by the reporting person.

Negatives

• The gifting of 460,000 shares to charitable entities represents a slight reduction in the reporting person's direct ownership stake.

Risks

• A significant portion of the reporting person's sole voting power (27,348,954 shares) consists of restricted Common Stock, which may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, and is subject to forfeiture.

Future Outlook

NA

Industry Context

This filing is an update on the beneficial ownership of a key insider, Ryan H. Saadi, and does not directly relate to broader industry trends or competitors beyond indicating continued significant insider commitment to Tevogen Bio Holdings Inc.

Related Party Transactions

• Shares held by Dr. Saadi's spouse are included in the shared voting and dispositive power, representing a related party holding.

Stakeholder Impact

• Shareholders: Provides transparency on a significant insider's ownership stake and recent transaction, which could influence investor perception of insider confidence.
• Charitable Entities: Benefited from the gift of 460,000 shares of Common Stock.

Key Dates

Recommendation

This Schedule 13D filing primarily updates the beneficial ownership of Ryan H. Saadi, showing a minor reduction in his direct stake due to charitable gifts, while he still retains a substantial 62% ownership. This indicates continued strong insider alignment but does not provide new fundamental information to warrant a change in investment thesis. Therefore, a 'hold' recommendation is appropriate as the core investment rationale remains unchanged based on this filing.

Keywords

Tevogen Bio Holdings Inc., Ryan H. Saadi, Schedule 13D, Beneficial Ownership, Common Stock, Insider Ownership, Share Gifting, SEC Filing, TVGN