Tevogen amends loan agreement, repays debt in stock, grants CEO 50 million-share award

Tevogen Inc. entered into a First Amendment to its Loan Agreement with The Patel Family, LLP on October 27, 2026, amending the original agreement that had been dated as of June 6, 2024 and provided for an unsecured line of credit of up to $36.0 million along with a contingent private placement option.¹

The amendment made several changes to the facility's terms. It extended the borrowing request period from May 31, 2027 to May 31, 2029, removed the $1.0 million monthly draw cap in favor of a minimum $1.0 million monthly draw with aggregate post-amendment borrowings capped at $28.6 million, and set a fixed share price of $7.40 for principal and interest payments, replacing the prior $75.00 per-share terms.¹ The amendment also added stock-lending and resale restrictions, fixed the lender's beneficial ownership limit at 9.99%, and shortened the resale registration timeline to 15 calendar days after issuance.¹

As of the amendment's effective date, the outstanding principal balance under the original agreement was $7.4 million.¹ The company then elected to repay that balance along with $177,880 in accrued interest entirely in stock, issuing 1,000,000 Principal Shares and 23,733 Interest Shares to the lender on November 2, 2026, eliminating all outstanding liabilities under the agreement.¹

Separately, on November 2, 2026, Tevogen granted CEO Ryan Saadi a restricted stock award under the company's 2024 Omnibus Incentive Plan covering 50,000,000 shares of common stock.¹ The shares vest only upon Board certification that the company has achieved $1.0 billion in aggregate revenue by December 31, 2031, along with other vesting conditions.¹ Following the grant and the loan repayment, Saadi held approximately 90.9% of voting power across 67,880,267 shares of outstanding common stock.¹