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.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
|
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) |
12/11/2025 (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
|
| 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)
| ||||||||
| 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)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
124,528,376.32 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
62 % | ||||||||
| 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 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 201,011,792 shares of Common Stock outstanding as of December 16, 2025.
SCHEDULE 13D
|
| 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. 2 to Schedule 13D (this "Amendment No. 2") 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. 2 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 (the "Original Schedule 13D," and as further amended by this Amendment No. 2, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 2 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 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. 2 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. 2 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. 2, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 2. On December 11, 2025, the Reporting Person made gifts of an aggregate of 460,000 shares of Common Stock to charitable entities. | |
| 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.
|
|
|