Tevogen Inc. (TVGN) filed an -K on October 27, 2026, to report amendments to its loan agreement with The Patel Family, LLP. The filing details changes to an unsecured line of credit facility originally established on June 6, 2024, which had a maximum capacity of $36.0 million.
The First Amendment to the Loan Agreement modifies several terms of the original agreement. It extends the period during which the company can request borrowings from May 31, 2027, to May 31, 2029. Additionally, the amendment replaces a previous $1.0 million monthly draw limit with a requirement to borrow at least $1.0 million per month, with an aggregate borrowing limit of $28.6 million. The amendment also sets a fixed price of $7.40 per share for shares issued to repay principal and interest, replacing the prior $75.00 per-share interest price and floor.
As of the First Amendment Effective Date, the outstanding principal balance was $7.4 million. Tevogen elected to repay this entire balance, along with $177,880 in accrued interest, by issuing shares of common stock. On November 2, 2026, the company issued 1,000,000 Principal Shares and 23,733 Interest Shares to the lender, thereby eliminating all outstanding liabilities under the agreement.
The filing also reports the grant of a restricted stock award (RSA) to Ryan Saadi, the Chief Executive Officer and Chairperson of the Board. On November 2, 2026, Dr. Saadi was granted 50,000,000 Restricted Shares under the Tevogen Inc. 2024 Omnibus Incentive Plan. These shares are conditioned on the Board’s certification that the company has achieved $1.0 billion in aggregate revenue by December 31, 2031.
The Restricted Shares are subject to substantial forfeiture conditions prior to vesting. These include failure to meet the revenue threshold, termination of service, unauthorized transfer, a Change in Control where the shares are not assumed, or conduct detrimental to the company. Following the repayment and grant, Dr. Saadi held approximately 90.9% of the voting power represented by the outstanding common stock.
