Amended Statement of Beneficial Ownership (sc 13d/a)
June 03 2021 - 5:17PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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)
June 1, 2021
(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.
*
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The remainder of this cover page shall be filled out for a reporting persons 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.
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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
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1.
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Names of Reporting Persons.
Vedanta Associates-R, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
1,629,250
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
1,629,250
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
1,629,250
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
9.1%
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14.
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 76152G 100
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1.
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Names of Reporting Persons.
Vedanta Associates, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC, AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
797,789
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
797,789
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
797,789
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
4.6%
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14.
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 76152G 100
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1.
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Names of Reporting Persons.
Beta Operators Fund, L.P.
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
698,250
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
698,250
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
698,250
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
4.0%
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14.
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Type of Reporting Person
(See Instructions)
PN
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CUSIP No. 76152G 100
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1.
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Names of Reporting Persons.
Vedanta Partners, LLC
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
Delaware
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
2,427,039
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
2,427,039
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
2,427,039
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
13.3%
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14.
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Type of Reporting Person
(See Instructions)
OO
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CUSIP No. 76152G 100
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1.
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Names of Reporting Persons.
Parag Saxena
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
(a) ☐ (b) ☒
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
WC, AF
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5.
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Check if Disclosure of
Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
☐
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6.
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Citizenship or Place of
Organization
India
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
0
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8.
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Shared Voting Power
3,298,376
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9.
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Sole Dispositive Power
0
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10.
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Shared Dispositive Power
3,298,376
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,298,376
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
☐
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13.
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Percent of Class
Represented by Amount in Row (11)
18.1%
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14.
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Type of Reporting Person
(See Instructions)
IN
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Explanatory Note
This Schedule 13D/A is being filed as Amendment No. 4 (Amendment No. 4) to the Schedule 13D (as amended, the
Schedule 13D) filed with the Securities and Exchange Commission (the SEC) on behalf of Parag Saxena, the Chairman of the Board of Directors of Reviva Pharmaceuticals Holdings, Inc., together with the other reporting
persons thereto, and as the initial Schedule 13D of the other Reporting Persons (as defined below) on this Amendment No. 4.
Item 1.
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Security and Issuer
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Item 1 of the Schedule 13D is amended and restated as follows:
This Amendment No. 4 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 2.
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Identity and Background
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Item 2 of the Schedule 13D is amended and restated as follows:
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(a)
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This Amendment No. 4 to Schedule 13D is being filed by the Reporting Persons, which consist of Vedanta Associates-R, L.P. (Vedanta Associates-R), Vedanta Associates, L.P. (Vedanta Associates), Vedanta Partners, LLC (Vedanta
Partners), Beta Operators Fund, L.P. (Beta Operators), and Mr. Saxena. Vedanta Associates is the general partner of Beta Operators. Vedanta Partners is the general partner of Vedanta Associates and Vedanta Associates-R. Mr. Saxena is the majority member of Vedanta Partners. The agreement among the Reporting Persons to file this Schedule 13D jointly in accordance with Rule
13d-1(k) of the Securities Exchange Act of 1934, as amended, is attached hereto as Exhibit 99.1.
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(b)
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The address of the principal business office of each of the Reporting Persons is 250 West 55th Street, Suite 13D, New York, NY 10019.
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(c)
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The principal business of Vedanta Partners, Vedanta Associates-R,
Vedanta Associates, and Beta Operators is to invest in securities. The principal occupation of Mr. Saxena is as the co-founder, Managing Partner and Chief Executive Officer of Vedanta Management L.P. and
NSR Advisors, LP.
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(d)
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During the last five years, none of the Reporting Persons have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).
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(e)
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During the last five years, none of the Reporting Persons have 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 of 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.
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(f)
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Each of Vedanta Associates-R, Vedanta Associates, and Beta Operators is
a Delaware limited partnership. Vedanta Partners is a Delaware limited liability company. Mr. Saxena is a citizen of India.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is amended and supplemented as follows:
The Reporting Persons acquired beneficial ownership of the shares of the Common Stock in the transactions and at the prices described in Item
5(c). The source of the funds for acquiring these shares was the working capital of Vedanta Associates-R, Vedanta Associates, and Beta Operators.
Item 4.
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Purpose of Transaction
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Item 4 of the Schedule 13D is amended and supplemented as follows:
The Reporting Persons acquired the securities set forth in Item 5(c) and hold such securities for investment purposes.
Item 5.
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Interest in Securities of the Issuer
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Item 5 of the Schedule 13D is amended and supplemented as follows:
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(a)
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The information set forth in rows 11 and 13 of the cover pages to this Amendment No. 4 are incorporated by
reference. The percentage set forth in row 13 is based on 17,231,737 outstanding shares of Common Stock, as reported by the Issuer in its prospectus supplement filed on May 28, 2021 (assuming no sale of pre-funded warrants in its underwritten
offering).
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(b)
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The information set forth in rows 7 through 10 of the cover pages to this Amendment No. 4 are incorporated
by reference. The shares of Common Stock reported as beneficially owned on this Amendment No. 4 consist of the following:
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Beneficial Owner
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Shares of
Common
Stock
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Shares
Underlying
Warrants
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Total
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Percentage of
Outstanding(1)
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Vedanta Associates-R
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931,000
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698,250
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1,629,250
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9.1
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%
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Vedanta Associates
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498,539
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(2)
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299,250
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(2)
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797,789
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(2)
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4.6
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%
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Beta Operators
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399,000
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299,250
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698,250
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4.0
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%
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Vedanta Partners
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1,429,529
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(3)
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997,500
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(3)
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2,427,029
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(3)
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13.3
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%
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Parag Saxena
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2,300,876
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(4)
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997,500
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(4)
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3,298,376
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(4)
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18.1
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%
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(1)
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In accordance with Rule 13d-3, the beneficial ownership percentage for
each Reporting Person assumes that the warrants held by such Reporting Person have been exercised, and that no other warrants have been exercised.
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(2)
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Consists of securities held by Vedanta Associates and Beta Operators, including 99,539 shares of Common Stock
held directly by Vedanta Associates.
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(3)
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Consists of securities held by Vedanta Associates-R, Vedanta
Associates, and Beta Operators.
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(4)
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Consists of securities held by Vedanta Associates-R, Vedanta
Associates, and Beta Operators, as well as 871,347 shares of Common Stock held directly by Mr. Saxena.
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(c)
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In the Issuers underwritten transaction that closed on June 1, 2021, Vedanta Associates-R acquired 931,000 units at a purchase price of $3.75 per unit, consisting of 931,000 shares of Common Stock and warrants exercisable for 698,250 shares of Common Stock, for an aggregate purchase price of
$3,491,250, and Beta Operators acquired 399,000 units at a purchase price of $3.75 per unit, consisting of 399,000 shares of Common Stock and warrants exercisable for 299,250 shares of Common Stock, for an aggregate purchase price of $1,496,250. The
warrants are immediately exercisable at an exercise price of $4.125 per share.
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(d)
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No person (other than the Reporting Persons) is known to 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 Common Stock subject to this Schedule 13D.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
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Item 6 of the Schedule 13D is amended and supplemented as follows:
The information set forth above in Item 4 and Item 5 of this Amendment No. 4 is incorporated by reference into this Item 6.
Item 7.
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Material to be Filed as Exhibits
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Item 7 of the Schedule 13D is amended and supplemented as follows:
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99.1
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Joint Filing Agreement, by and among the Reporting Persons
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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.
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Dated: June 3, 2021
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VEDANTA ASSOCIATES-R, L.P.
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By:
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Vedanta Partners, LLC, its general partner
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By:
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/s/ Parag Saxena
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Name: Parag Saxena
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Title: CEO
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VEDANTA ASSOCIATES, L.P.
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By:
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Vedanta Partners, LLC, its general partner
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By:
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/s/ Parag Saxena
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Name: Parag Saxena
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Title: CEO
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BETA OPERATORS FUND, L.P.
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By:
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Vedanta Associates, L.P., its general partner
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By:
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Vedanta Partners, LLC, its general partner
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By:
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/s/ Parag Saxena
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Name: Parag Saxena
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Title: CEO
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VEDANTA PARTNERS, LLC
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By:
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/s/ Parag Saxena
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Name: Parag Saxena
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Title: CEO
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/s/ Parag Saxena
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PARAG SAXENA
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