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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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REVIVA PHARMACEUTICALS HOLDINGS, INC. (Name of Issuer) |
Common Stock, $0.001 par value (Title of Class of Securities) |
76152G100 (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) |
12/18/2024 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 76152G100 |
| 1 |
Name of reporting person
Vedanta Associates-R, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,967,768.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 76152G100 |
| 1 |
Name of reporting person
Vedanta Associates, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
3,408,401.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
6.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 76152G100 |
| 1 |
Name of reporting person
Beta Operators Fund, L.P. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,138,130.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 76152G100 |
| 1 |
Name of reporting person
VEDANTA PARTNERS, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,376,169.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
10.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| CUSIP No. | 76152G100 |
| 1 |
Name of reporting person
Parag Saxena | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
INDIA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
6,268,906.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
See Item 5 for additional information.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value | |
| (b) | Name of Issuer:
REVIVA PHARMACEUTICALS HOLDINGS, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
Vedanta Management, L.P., 250 West 55th Street, Ste 13D, New York,
NEW YORK
, 10019. | |
Item 1 Comment:
This Amendment No. 9 to Schedule 13D (this "Amendment No. 9") filed on behalf of Parag Saxena, Vedanta Partners, LLC ("Vedanta Partners"), Beta Operators Fund, L.P. ("Beta Operators"), Vedanta Associates, L.P. ("Vedanta Associates"), and Vedanta Associates-R, L.P. ("Vedanta Associates-R" and 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, Amendment No. 4 on June 3, 2021, Amendment No. 5 on September 12, 2022, Amendment No. 6 on November 30, 2023, Amendment No. 7 on May 31, 2024 and Amendment No. 8 on August 23, 2024 (as amended, the "Schedule 13D"). Except as specifically provided herein, this Amendment No. 9 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 5. | Interest in Securities of the Issuer | |
| (a) | The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 9 are incorporated by reference into this Item 5. The percentages set forth in row 13 of each cover page are based on 46,602,699 outstanding shares of common stock, par value $0.0001 per share ("Common Stock"), of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Issuer"), as of January 30, 2025, as reported directly by the Issuer to the Reporting Persons. | |
| (b) | The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 9 is incorporated by reference.
The 1,966,768 shares of Common Stock reported as beneficially owned on this Amendment No. 9 by Vedanta Associates-R consist of the following: (i) 931,000 shares of Common Stock held directly, (ii) 521,934 shares of Common Stock underlying warrants, and (iii) 513,834 shares of Common Stock underlying pre-funded warrants. As a result, Vedanta Associates-R is deemed to beneficially own 4.1% of the outstanding shares of Common Stock of the Issuer as of December 20, 2024 (the "Filing Date"). The securities beneficially owned by Vedanta Associates-R excludes 689,150 shares of Common Stock issuable upon the exercise of 918,867 warrants held by Vedanta Associates-R, which contain an issuance limitation that prohibits the holder from exercising the warrants to the extent that after giving effect to such issuance after exercise, the holder (together with the holder's affiliates and any other persons acting as a group together with the holder or any of the holder's affiliates, including the other Reporting Persons) would beneficially own in excess of 4.99% of the shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock issuable upon exercise of the warrants (the "Blocker").
The 2,138,130 shares of Common Stock reported as beneficially owned on this Amendment No. 9 by Beta Operators consist of the following: (i) 399,000 shares of Common Stock held directly, (ii) 869,565 shares of Common Stock underlying warrants, and (iii) 869,565 shares of Common Stock underlying pre-funded warrants. As a result, Beta Operators is deemed to beneficially own 4.4% of the outstanding shares of Common Stock of the Issuer as of the Filing Date. The securities beneficially owned by Beta Operators excludes 299,250 shares of Common Stock issuable upon the exercise of 399,000 warrants held by Beta Operators, which are subject to the Blocker.
The 3,408,401 shares of Common Stock reported as beneficially owned on this Amendment No. 9 by Vedanta Associates consist of the following: (i) 99,539 shares of Common Stock held directly, (ii) 399,000 shares of Common Stock held by Beta Operators, (iii) 869,565 shares of Common Stock underlying warrants held by Beta Operators, (iv) 585,366 shares of Common Stock underlying warrants held by Vedanta R2 Partners, LP ("Vedanta R2"), (v) 869,565 shares of Common Stock underlying pre-funded warrants held by Beta Operators, and (vi) 585,366 shares of Common Stock underlying pre-funded warrants held by Vedanta R2. As a result, Vedanta Associates is deemed to beneficially own 6.9% of the outstanding shares of Common Stock of the Issuer as of the Filing Date.
The 5,375,169 shares of Common Stock reported as beneficially owned on this Amendment No. 9 by Vedanta Partners consist of the following: (i) 931,000 shares of Common Stock held by Vedanta Associates-R, (ii) 399,000 shares of Common Stock held by Beta Operators, (iii) 99,539 shares of Common Stock held by Vedanta Associates, (iv) 521,934 shares of Common Stock underlying warrants held by Vedanta Associates-R, (v) 869,565 shares of Common Stock underlying warrants held by Beta Operators, (vi) 585,366 shares of Common Stock underlying warrants held by Vedanta R2, (vii) 513,834 shares of Common Stock underlying pre-funded warrants held by Vedanta Associates-R, (vii) 869,565 shares of Common Stock underlying pre-funded warrants held by Beta Operators, and (viii) 585,366 shares of Common Stock underlying pre-funded warrants held by Vedanta R2. As a result, Vedanta Partners is deemed to beneficially own 10.6% of the outstanding shares of Common Stock of the Issuer as of the Filing Date.
The 6,267,906 shares of Common Stock reported as beneficially owned on this Amendment No. 9 by Mr. Saxena consist of the following: (i) 871,337 shares of Common Stock held directly, (ii) 931,000 shares of Common Stock held by Vedanta Associates-R, (iii) 399,000 shares of Common Stock held by Beta Operators, (iv) 99,539 shares of Common Stock held by Vedanta Associates, (v) 521,934 shares of Common Stock underlying warrants held by Vedanta Associates-R, (vi) 869,565 shares of Common Stock underlying warrants held by Beta Operators, (vii) 585,366 shares of Common Stock underlying warrants held by Vedanta R2, (viii) 513,834 shares of Common Stock underlying pre-funded warrants held by Vedanta Associates-R, (vii) 869,565 shares of Common Stock underlying pre-funded warrants held by Beta Operators, (ix) 585,366 shares of Common Stock underlying pre-funded warrants held by Vedanta R2, and (x) 21,400 underlying options that are fully vested as of the Filing Date. As a result, Mr. Saxena is deemed to beneficially own 12.4% of the outstanding shares of Common Stock of the Issuer as of the Filing Date. The securities beneficially owned by Mr. Saxena exclude 8,200 shares underlying options that are unvested as of 60 days of the Filing Date.
In accordance with Rule 13d-3, the beneficial ownership percentage for each Reporting Person assumes that the warrants and options that can be exercised within 60 days of the Filing Date, if any, held by such Reporting Person have been exercised, and that no other warrants or options have been exercised. | |
| (c) | The Reporting Persons have not effected any transactions during the past sixty (60) days from the date of this filing in any securities of the Issuer, other than the options to purchase 8,200 shares of the Issuer's Common Stock that were granted to Mr. Saxena on December 10, 2024 in connection with his service as a director of the Issuer. | |
| (d) | Except as otherwise reported herein, no person or entity other than the Reporting Persons have 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) | Each of Vedanta Associates-R and Beta Operators ceased to be a beneficial holder of more than five percent of the Issuer's Common Stock on December 18, 2024. | |
| 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.
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