Tevogen Inc. filed a Form 8-K on November 3, 2026, disclosing a first amendment to its loan agreement with The Patel Family, LLP, the full repayment of $7.4 million in outstanding principal plus accrued interest in shares, and a 50,000,000-share restricted stock award granted to Chief Executive Officer Ryan Saadi on November 2, 2026.

Key Highlights

  • Loan amendment dated October 27, 2026: Tevogen amended its unsecured line of credit with The Patel Family, LLP, extending the borrowing period from May 31, 2027 to May 31, 2029 and capping aggregate post-amendment borrowings at $28.6 million.
  • Debt fully repaid in shares: The company repaid the $7.4 million outstanding principal balance plus $177,880 of accrued and unpaid interest by issuing 1,000,000 Principal Shares and 23,733 Interest Shares on November 2, 2026, eliminating all outstanding liabilities under the agreement.
  • New share price for repayments: The amendment sets a fixed price of $7.40 per share for shares issued in payment of principal and interest, replacing the prior $75.00 per-share prices.
  • CEO restricted stock award: Ryan Saadi, Chief Executive Officer and Chairperson, received a restricted stock award covering 50,000,000 shares of common stock, vesting only upon Board certification of $1.0 billion in aggregate revenue by December 31, 2031.
  • Voting power concentration: Following the grant and loan repayment on November 2, 2026, Dr. Saadi held approximately 90.9% of the voting power represented by the 67,880,267 shares of outstanding common stock, according to the filing.
  • Beneficial ownership cap fixed at 9.99%: The amendment fixes the lender's beneficial ownership limitation at 9.99%, removing the prior ability to adjust that percentage by notice.
  • Potential future share issuance: If the company borrows the full $28.6 million remaining under the facility at the maximum 7.00% annual interest rate with all principal paid in shares, up to approximately 4.99 million additional shares of common stock may be issuable, subject to stated limitations.

Tevogen Restructures Patel Family Loan and Issues RSA to CEO Saadi

According to the filing, Tevogen Inc. (NASDAQ:TVGN) entered into the First Amendment to its Loan Agreement with The Patel Family, LLP on October 27, 2026. The original agreement, dated June 6, 2024, had provided for an unsecured line of credit of up to $36.0 million. The amendment extends the draw period to May 31, 2029, removes the prior $1.0 million monthly draw cap in favor of a flexible draw of at least $1.0 million per month or such other amount as the company specifies, and limits aggregate post-amendment borrowings to $28.6 million. The amendment also updates the measurement date for the agreement's 19.99% issuance cap to the First Amendment Effective Date and changes resale registration requirements for Principal Shares to filing within 15 calendar days after issuance.

The company disclosed that, following execution of the amendment, it elected to repay the entire $7.4 million outstanding principal balance plus $177,880 of accrued and unpaid interest through the issuance of shares at the newly set $7.40 per-share price. On November 2, 2026, Tevogen issued 1,000,000 Principal Shares and 23,733 Interest Shares to the lender, thereby, as the filing states, eliminating all outstanding liabilities under the agreement. The filing noted that prior to the amendment, the company had issued, on a post-reverse-split basis, 20,000 Commitment Shares and 5,394 Interest Shares under the original agreement.

Separately, the filing disclosed that on November 2, 2026, the Board granted CEO Ryan Saadi a restricted stock award of 50,000,000 shares under the Tevogen Inc. 2024 Omnibus Incentive Plan. The shares vest only upon the Board's certification that the company has achieved $1.0 billion in aggregate revenue by December 31, 2031. Prior to vesting, Dr. Saadi retains voting rights over the Restricted Shares but they remain subject to transfer restrictions and forfeiture conditions. The filing states the Board considered the company's "long-term growth and acquisition strategy and the importance of retaining and incentivizing Dr. Saadi" in approving the award.

What Was Disclosed

Tevogen Inc. disclosed an amendment to its Patel Family loan facility, the full repayment of $7.4 million in principal and $177,880 in interest via share issuances on November 2, 2026, and a 50,000,000-share performance-based restricted stock award to CEO Ryan Saadi vesting on a $1.0 billion revenue milestone by December 31, 2031.