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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

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 § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

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 (“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).

*See Item 5 for additional information.

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on December 21, 2020, as amended and supplemented by Amendment No. 1 filed on May 5, 2023 (the “Schedule 13D”), by Dr. Laxminarayan Bhat (the “Reporting Person”) relating to the common stock, par value $0.0001 per share (“Common Stock”), of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Issuer”). Capitalized terms used but not defined in this Amendment have the respective meanings ascribed to such terms in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Schedule 13D” shall be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

ITEM 1. SECURITY AND ISSUER

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The securities to which this Schedule 13D relates are shares of Common Stock of the Issuer, whose principal executive offices are located at 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014.

ITEM 2. IDENTITY AND BACKGROUND

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) Name: Laxminarayan Bhat

(b) Business Residence: 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014

(c) Present Occupation: The Reporting Person is the President, Chief Executive Officer and a Director of the Issuer.

(d) During the last five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Citizenship: United States

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a-b)

As of November 20, 2023 (the “Event Date”), for purposes of Rule 13d-3 promulgated under the Securities and Exchange Act of 1934, as amended (the “Act”), the Reporting Person was the beneficial owner of 2,860,967 shares of Common Stock, which represented approximately 10.1% of the outstanding shares of Common Stock, based on 27,918,560 shares of Common Stock outstanding as of November 20, 2023, as reported directly by the Issuer to the Reporting Person. Of the 2,860,967 shares of Common Stock beneficially owned by the Reporting Person as of the Event Date, for purposes of Rule 13d-3 under the Act, the Reporting Person: (A) had sole voting power and dispositive power with respect to an aggregate of 2,755,733 of such shares, consisting of (i) 2,478,856 shares of Common Stock held by the Reporting Person, and (ii) 276,877 shares of Common Stock issuable upon the exercise of options held by the Reporting Person that were exercisable or would have been exercisable within 60 days of the Event Date; and (B) may be deemed to share voting power and dispositive power with respect to an aggregate of 105,234 of such shares, consisting of (i) 5,388 shares of Common Stock held by the Reporting Person’s spouse, and (ii) 99,846 shares of Common Stock issuable upon the exercise of options held by the Reporting Person’s spouse that were exercisable or would have been exercisable within 60 days of the Event Date.

As of the filing date of this Amendment (the “Filing Date”), for purposes of Rule 13d-3 promulgated under the Act, the Reporting Person is the beneficial owner of an aggregate of 2,885,678 shares of Common Stock, which represents approximately 10.2% of the outstanding shares of Common Stock, based on 27,918,560 shares of Common Stock outstanding as of February 16, 2024, as reported directly by the Issuer to the Reporting Person. Of the 2,885,678 shares of Common Stock reported as beneficially owned by the Reporting Person herein, for purposes of Rule 13d-3 under the Act, the Reporting Person: (A) has sole voting power and dispositive power with respect to an aggregate of 2,774,192 of such shares, consisting of (i) 2,478,856 shares of Common Stock held by the Reporting Person, and (ii) 295,336 shares of Common Stock issuable upon the exercise of options held by the Reporting Person that are exercisable or will be exercisable within 60 days of the Filing Date; and (B) may be deemed to share voting power and dispositive power with respect to an aggregate of 111,486 of such shares, consisting of (i) 5,388 shares of Common Stock held by the Reporting Person’s spouse, and (ii) 106,098 shares of Common Stock issuable upon the exercise of options held by the Reporting Person’s spouse that are exercisable or will be exercisable within 60 days of the Filing Date.

(c) The Reporting Person has not effected any transactions in the Common Stock or securities convertible into, exercisable for or exchangeable for, shares of Common Stock during the period commencing 60 days prior to the Event Date or during the period commencing 60 days prior to the Filing Date.

(d) Except as otherwise reported herein, no person or entity other than the Reporting Person has the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of the Common Stock reported on this Schedule 13D.

(e) Not applicable.

SIGNATURE

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.