Ryan H. Saadi filed Amendment No. 5 to Schedule 13D with the SEC on November 4, 2026, disclosing a grant of 50,000,000 shares of restricted Common Stock in Tevogen Inc. on November 2, 2026.

Key Highlights

  • Restricted stock grant: Saadi received 50,000,000 shares of restricted Common Stock on November 2, 2026, under the Tevogen Inc. 2024 Omnibus Incentive Plan.
  • Vesting condition: The shares vest only upon written Board certification that the company achieved $1.0 billion in aggregate revenue during the period from November 2, 2026 through December 31, 2031.
  • Forfeiture risks: Shares are automatically forfeited if the revenue threshold is not met, upon termination of Saadi's service, upon certain misconduct or competitive activities, upon transfer or attempted transfer prior to vesting, or if the award is not assumed in a change-in-control event.
  • Beneficial ownership: Saadi beneficially owns 61,709,567 shares, representing 91.1% of the class, based on 67,765,267 shares outstanding as of November 4, 2026.
  • Voting power: Of the reported shares, 59,763,101 are restricted Common Stock that carry voting rights but may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered, and are subject to forfeiture.
  • Spouse-held shares: 3,878 shares reported under shared voting and shared dispositive power are held by Saadi's spouse.

Saadi's 50 Million Share Grant and Billion-Dollar Revenue Threshold at Tevogen

According to the filing, Ryan H. Saadi received a grant of 50,000,000 shares of restricted Common Stock on November 2, 2026, pursuant to a Restricted Stock Award Agreement under the Tevogen Inc. 2024 Omnibus Incentive Plan. The grant is disclosed in Amendment No. 5 to Schedule 13D, which amends an original Schedule 13D first filed on February 22, 2024, and subsequently amended four times before this filing.

The filing states that 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 November 2, 2026 through December 31, 2031." Should the revenue threshold not be met within that Performance Period, the filing specifies the shares "will automatically be forfeited." Additional forfeiture triggers cited in the filing include termination of Saadi's service for any reason, determination of certain misconduct or competitive activities, transfer or attempted transfer prior to vesting, and failure of the award to be assumed in connection with a change in control.

As reported in the filing, Saadi's aggregate beneficial ownership following this grant stands at 61,709,567 shares, representing 91.1% of the class. That figure is calculated based on 67,765,267 shares of Common Stock outstanding as of November 4, 2026. The filing notes that Saadi holds sole voting power over 61,705,689 shares and sole dispositive power over 1,938,710 shares, with the remaining 3,878 shares held by his spouse carrying shared voting and dispositive power. The source of funds for the grant is listed as "OO," indicating other consideration.

What Was Disclosed

Tevogen Inc. granted its reporting person, Ryan H. Saadi, 50,000,000 restricted shares on November 2, 2026, with vesting contingent on $1.0 billion in aggregate revenue by December 31, 2031. Saadi's total beneficial ownership is reported at 91.1% of outstanding Common Stock.