SEC Form SC 13D/A filed by Reviva Pharmaceuticals Holdings Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 6)*

Reviva Pharmaceuticals Holdings, Inc.

(Name of Issuer)

Common Stock, $0.001 par value

(Title of Class of Securities)

76152G 100

(CUSIP Number)

Parag Saxena

Vedanta Management, L.P.

250 West 55th Street, Ste 13D

New York, NY 10019

(212) 710-5220

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 20, 2023

(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. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.

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, as amended (“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).

CUSIP No. 76152G 100

*See Item 5 for additional information.

CUSIP No. 76152G 100

*See Item 5 for additional information.

CUSIP No. 76152G 100

*See Item 5 for additional information.

CUSIP No. 76152G 100

*See Item 5 for additional information.

CUSIP No. 76152G 100

*See Item 5 for additional information.

Explanatory Note

This Amendment No. 6 to Schedule 13D (this “Amendment No. 6”) filed on behalf of Parag Saxena, Vedanta Partners, LLC, Beta Operations Fund, L.P., Vedanta Associates, L.P., and Vedanta Associates-R, L.P. (collectively, the “Reporting Persons”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2018, as amended and supplemented by Amendment No. 1, Amendment No. 2 and Amendment No. 3 on January 19, 2021, by Amendment No. 4 on June 3, 2021 and by Amendment No. 5 on September 12, 2022 (as amended, the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 6 does not modify or amend any of the information previously reported in the Schedule 13D. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

Item 1 of the Schedule 13D is amended and restated as follows:

This Amendment No. 6 relates to the shares of common stock, $0.0001 par value per share (“Common Stock”), of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Issuer”), which has its principal executive offices at 19925 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014.

Item 3 of the Schedule 13D is amended and supplemented as follows:

The information set forth in or incorporated by reference in Item 6 of this Amendment No. 6 is hereby incorporated by reference in its entirety into this Item 3.

The source of the funds for acquiring the Pre-Funded Warrants (as defined herein) and the Common Warrants (as defined herein) was the working capital of Vedanta R2 Partners, LP, an investment vehicle managed by certain of the Reporting Persons (“Vedanta R2”), of which Vedanta Associates is the general partner. Vedanta Partners is the general partner of Vedanta Associates and Mr. Saxena is the majority member of Vedanta Partners.

Item 4 of the Schedule 13D is amended and supplemented as follows:

Mr. Saxena is the Chairman of the Board of Directors of the Issuer. Accordingly, the Reporting Persons may have influence over the corporate activities of the Issuer, including activities that may relate to items described in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons acquired the securities set forth in Item 5 for investment in the ordinary course of business because of their belief that the Issuer represents an attractive investment opportunity. The Reporting Persons may, from time to time, purchase or sell securities of the Issuer depending upon an ongoing evaluation of the investment in the Common Shares of the Issuer, prevailing market conditions, other investment opportunities, other investment considerations and/or other factors.

Item 5 of the Schedule 13D is amended and supplemented as follows:

The information set forth in or incorporated by reference in Item 6 of this Amendment No. 6 is hereby incorporated by reference in its entirety into this Item 3.

Item 6 of the Schedule 13D is amended and supplemented as follows:

Securities Purchase Agreement; Pre-Funded Warrants; Common Warrants

On November 15, 2023, the Issuer entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with several institutional investors and Vedanta R2 (collectively with the institutional investors, the “Purchasers”) in connection with a registered direct offering (the “Offering”) which closed on November 20, 2023 (the “Closing Date”). Pursuant to the Securities Purchase Agreement, the Issuer agreed to sell and issue to Vedanta R2 Pre-Funded Warrants to purchase up to 585,366 shares of Common Stock (the “Pre-Funded Warrants”) and Common Warrants to purchase up to 585,366 shares of Common Stock (the “Common Warrants”) at a combined purchase price of $5.1249 per Pre-Funded Warrant and accompanying Common Warrant for an aggregate purchase price of approximately $3 million. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will expire when the Pre-Funded Warrants are fully exercised. The Common Warrants are immediately exercisable at an exercise price of $5.00 per share and will expire on November 20, 2028. Each Pre-Funded Warrant and Common Warrant is exercisable into one share of Common Stock of the Issuer, unless the holder, together with certain related parties, would beneficially own in excess of 19.99% (subject to decrease upon notice to the Issuer in accordance with the terms of the Warrant at the discretion of the holder) of the Common Stock outstanding immediately after giving effect to such exercise.

The Securities Purchase Agreement contains customary representations, warranties and agreements by the Issuer and the Purchasers, indemnification obligations of the Company and the Purchasers, other obligations of the parties and termination provisions. Pursuant to the terms of the Securities Purchase Agreement, the Issuer has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 60-day period following the signing of the Securities Purchase Agreement. In addition, the Issuer has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Securities Purchase Agreement) until one year following the signing of the Securities Purchase Agreement; provided that after 60 days following the Closing Date, the entry into and/or issuance of shares in an “at the market” offering with the H.C. Wainwright & Co., LLC shall not be deemed a Variable Rate Transaction.

The foregoing description of the Securities Purchase Agreement, the Pre-Funded Warrants and the Common Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of Pre-Funded Warrant and the form of Common Warrant, which are filed as Exhibits 1, 2 and 3 and incorporated herein by reference.

Mr. Saxena, in his capacity as the Chairman of the Board of Directors of the Issuer, may be entitled to receive cash compensation and equity compensation, including stock option or other equity awards, pursuant to the Issuer’s 2020 Equity Incentive Plan. Mr. Saxena will serve on the Board of Directors until his successor has been elected and qualified or until the earlier of his resignation or removal.

Item 7 of the Schedule 13D is amended and supplemented as follows:

SIGNATURES

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.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).