SCHEDULE: Tevogen Inc. Insider Awarded Restricted Stock

Tevogen Inc. reports a restricted stock award to Ryan Saadi, contingent on achieving $1 billion in revenue within a five-year performance period.

Summary

• Ryan Saadi was granted 8,000,000 shares of restricted Common Stock (RSA Shares) on September 14, 2026.
• Vesting of these shares is contingent upon Tevogen Inc. achieving $1.0 billion in aggregate revenue between September 14, 2026, and September 30, 2031.
• The shares will be forfeited if the revenue threshold is not met, if Saadi's service with the company terminates, due to misconduct, competitive activities, transfer before vesting, or if the award is not assumed in a change of control.
• This filing is an amendment (Amendment No. 4) to a previous Schedule 13D filing.
• Ryan Saadi beneficially owns 11,709,567 shares, representing 74.4% of the outstanding Common Stock as of September 14, 2026.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this as a negative score due to the conditional nature of the restricted stock award and the significant performance hurdle required for vesting, indicating potential future dilution or lack of incentive realization.

Positives

• The company has granted a significant number of restricted shares, potentially aligning management incentives with long-term company performance.
• The grant is part of the Tevogen Inc. 2024 Omnibus Incentive Plan, suggesting a structured approach to executive compensation.

Negatives

• The vesting of 8,000,000 RSA Shares is subject to an extremely high and potentially unattainable revenue target of $1.0 billion within five years.
• The shares are subject to forfeiture under multiple conditions, including termination of service, misconduct, competitive activities, and failure to meet the revenue target.
• The reporting person's beneficial ownership of 74.4% of the company's stock indicates a high degree of control, which could limit liquidity for other shareholders.

Risks

• The primary risk is the potential forfeiture of the 8,000,000 RSA Shares if the $1.0 billion revenue target is not met within the specified performance period.
• There is a risk of employee misconduct or competitive activities leading to forfeiture of the award.
• A change in control of the company could result in the award not being assumed, leading to forfeiture.
• The significant concentration of ownership (74.4%) could impact the stock's trading dynamics and liquidity.

Future Outlook

The future outlook for the vesting of the restricted stock award is highly dependent on the company's ability to achieve $1.0 billion in aggregate revenue within the next five years. Failure to meet this target will result in forfeiture of the award.

Management Comments

• The grant of restricted stock is pursuant to the Tevogen Inc. 2024 Omnibus Incentive Plan.
• Vesting is contingent 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.

Industry Context

StockSavvy.ai notes that performance-based restricted stock awards are common in the biotechnology and technology sectors, often tied to significant revenue milestones or clinical trial successes. However, the $1 billion revenue target within five years for a company at this stage appears exceptionally ambitious and may serve more as a symbolic gesture or a high bar for future potential rather than an immediate incentive.

Comparison to Industry Standards

• Typical performance-based equity awards in the biotech/pharma sector are often tied to regulatory approvals (e.g., FDA approval), successful clinical trial phases, or achieving specific R&D milestones, rather than solely large revenue targets, especially at earlier stages of development.
• Revenue targets for restricted stock awards are more common in mature companies with established product lines. A $1 billion target within five years for a company that has not disclosed significant revenue figures in this filing is an outlier.
• Vesting periods for such awards typically range from 1 to 4 years, with performance hurdles that are challenging but generally considered achievable based on realistic projections. The five-year window here is long, but the revenue hurdle is exceptionally high.

Related Party Transactions

• Grant of 8,000,000 restricted stock award shares to Ryan Saadi on September 14, 2026, under the Tevogen Inc. 2024 Omnibus Incentive Plan.

Stakeholder Impact

• Shareholders: The high concentration of ownership by Ryan Saadi (74.4%) may limit the liquidity of shares available for trading. The ambitious revenue target for his restricted stock award, if unmet, means no new shares will be issued for this purpose, avoiding immediate dilution, but also signals a potentially difficult path to significant company growth.
• Management: Ryan Saadi's compensation is heavily tied to a very challenging revenue milestone, creating significant pressure to perform.
• Creditors: No direct impact mentioned.

Next Steps

• Monitor Tevogen Inc.'s revenue generation over the next five years to assess the likelihood of the restricted stock award vesting.
• Observe any further amendments to Schedule 13D that may indicate changes in beneficial ownership or company strategy.
• Evaluate the company's progress towards achieving its stated revenue goals.

Key Dates

Recommendation

The filing indicates a significant grant of restricted stock to a key insider, but the vesting conditions are extremely stringent ($1 billion revenue in 5 years), making it unlikely to vest and thus avoiding immediate dilution. However, the high concentration of ownership and the ambitious, potentially unrealistic, performance target suggest a 'hold' stance until there is clearer evidence of the company's ability to achieve substantial revenue growth and meet its operational goals.

Keywords

Restricted Stock Award, Tevogen Inc., Ryan Saadi, Omnibus Incentive Plan, Revenue Target, Vesting Conditions, Schedule 13D, Beneficial Ownership