X0202 SCHEDULE 13D/A 0002011728 XXXXXXXX LIVE 3 Common Stock, par value $0.0001 per share 07/10/2026 0001860871 88165K101 Tevogen Bio Holdings Inc.

15 Independence Boulevard Suite #210 Warren NJ 07059

Ryan Saadi 877-838-6436 c/o Tevogen Bio Holdings Inc. Independence Boulevard, Suite #210 Warren NJ 07059 0002011728 N Saadi Ryan H. OO X1 3705689 3878 1938710 3878 3709567 59.7 IN The number of shares reported in row 7 includes 1,766,979 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 6,215,107 shares of Common Stock outstanding as of July 14, 2026. Common Stock, par value $0.0001 per share Tevogen Bio Holdings Inc. 15 Independence Boulevard Suite #210 Warren NJ 07059 This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") 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. 3 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 and Amendment No. 2 to Schedule 13D filed with the SEC by the Reporting Person on December 11, 2015 (the "Original Schedule 13D," and as further amended by this Amendment No. 3, the "Schedule 13D"). Capitalized terms used but not defined in this Amendment No. 3 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 3 of the Schedule 13D is hereby amended and supplemented by adding the following: The Reporting Person received a grant of 1,220,000 shares of Restricted Stock on July 10, 2026 as compensation for his service as Chairman and Chief Executive Officer of the Issuer. Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following: The information set forth in Items 3 and 6 of this Amendment is incorporated into this Item 4 by reference. 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. 3 for the aggregate number of shares of Common Stock and percentage of the shares of Common Stock beneficially owned by the Reporting Person. 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. 3 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. 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. 3, the Reporting Person has not effected any transactions in the Common Stock in the 60 days prior to the date of this Amendment No. 3. Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: 2026 Restricted Stock Award On July 10, 2026, the Company granted 1,220,000 shares of Restricted Stock to Dr. Saadi pursuant to the 2024 Plan. The shares of Restricted Stock vest in four equal annual installments beginning on the seventh anniversary of the grant date, subject to Dr. Saadi's continuous service with the Issuer through the vesting date, and provided that the shares will automatically vest in full in the event of termination due to death or disability. Dr. Saadi is entitled to vote the shares of Restricted Stock, but the shares of Restricted Stock may not be sold, assigned, transferred, pledged, hypothecated, or otherwise encumbered prior to vesting, subject to automatic forfeit. Dr. Saadi will automatically forfeit all unvested shares of Restricted Stock in the event he departs the Company for any reason, unless termination of his service triggers accelerated vesting. Saadi Ryan H. /s/ Saadi Ryan H. 07/14/2026