Amended Statement of Beneficial Ownership (sc 13d/a)
June 14 2021 - 06:01AM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
Reviva Pharmaceuticals
Holdings, Inc.
(Name of Issuer)
Common Stock, Par Value $0.0001
(Title of Class of Securities)
76152G 100
(CUSIP Number)
Rahul Nayar
6700 Indian Creek Drive, Apt 1007
Miami Beach, FL 33141
(917) 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 Rule 13d-1(e),
Rule 13d-1(f) or Rule 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 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 other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 76152G 100
1
|
Names of Reporting Person.
Rahul Nayar
|
2
|
Check the Appropriate Box if a Member of a Group
(a) ¨
(b) ¨
|
3
|
SEC Use Only
|
4
|
Source of Funds (See Instructions)
PF
|
5
|
Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) ☐
|
6
|
Citizenship or Place of Organization
|
|
|
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United States of America
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7
|
Sole Voting Power
515,651
|
8
|
Shared Voting Power (see Item 5 below)
0
|
9
|
Sole Dispositive Power
515,651
|
10
|
Shared Dispositive Power (see Item 5 below)
0
|
11
|
Aggregate Amount Beneficially Owned by Each Reporting
Person
515,651
|
12
|
Check if the Aggregate Amount in Row (11) Excludes
Certain Shares ¨
|
13
|
Percent of Class Represented by Amount in Row
(11)
3.0%
|
14
|
Type of Reporting Person
IN
|
Explanatory Note
This Schedule 13D/A is being
filed as an amendment (“Amendment No. 4”) to the Schedule 13D (as amended, the “Schedule 13D”) filed with the
Securities and Exchange Commission (the “SEC”) on behalf of Rahul Nayar (the “Reporting Person”), with respect
to common stock of Reviva Pharmaceuticals Holdings, Inc. pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended, to
amend and supplement certain information set forth below in the items indicated. Only those items that are amended or supplemented are
reported herein. All capitalized terms used in this Amendment No. 4 and not otherwise defined herein have the meanings ascribed to such
terms in the Schedule 13D.
|
Item 1.
|
Security and Issuer
|
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.
|
Identity and Background
|
Item 2 of the Schedule 13D
is amended and restated as follows:
(a) This
Amendment No. 4 to Schedule 13D is being filed by the Reporting Person.
(b) The
address of the principal business office of the Reporting Person is 6700 Indian Creek Drive, Apt 1007, Miami Beach, FL 33141.
(c) The
principal business of the Reporting Person is consulting.
(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 last 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 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.
(f) Reporting
Person is a citizen of the United States.
|
Item 4.
|
Purpose of the Transaction
|
As of June 1, 2021, the Reporting
Person executed sales of an aggregate of 46,313 shares of Common Stock. On June 1, 2020, the Issuer closed an underwritten offering of
8,000,000 units, each consisting of one share of Common Stock (or pre-funded warrant in lieu thereof, each a “Pre-Funded Warrant”)
and one warrant to purchase 0.75 of a share of Common Stock. Assuming the no sale of the Pre-Funded Warrants, the Issuer would have 17,231,737
issued and outstanding shares following the closing of the offering, as reported in its prospectus filed on May 26, 2021. As a result
of the sales by the Reporting Person and the increase in the number of issued and outstanding shares of Common Stock of the Issuer, the
Reporting Person ceased to be the beneficial owner of more than 5% of the shares of Common Stock of the Issuer. This Amendment
No. 4 constitutes an exit filing for the Reporting Person.
|
Item 5.
|
Interest in Securities of the Issuer
|
(a)-(b) The aggregate number
and percentage of Common Stock beneficially owned by the Reporting Person (on the basis of a total of 17,231,737 shares of Common Stock
outstanding as reported by the Issuer in its prospectus filed on May 26, 2021 (assuming no sale of Pre-Funded Warrants in its underwritten
offering) are as follows:
a)
|
|
Amount beneficially owned: 515,651
|
Percentage: 3.0%
|
b)
|
|
Number of shares to which the Reporting Person has:
|
|
|
i.
|
Sole power to vote or to direct the vote:
|
515,651
|
|
ii.
|
Shared power to vote or to direct the vote:
|
0
|
|
iii.
|
Sole power to dispose or to direct the disposition of:
|
515,651
|
|
iv.
|
Shared power to dispose or to direct the disposition of:
|
0
|
(c) Except as set forth herein and elsewhere in
the Schedule 13D, there have been no other transactions in the class of securities reported on that were effected by the Reporting Person
within the past sixty days.
(d) Not applicable.
(e) As a result of the sales of shares of Common
Stock by the Reporting Person and the increase in the number of issued and outstanding shares of the Issuer, the Reporting Person ceased
to be the beneficial owner of more than five percent (5%) of the Common Stock as of June 1, 2021.
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.
Date: June 11, 2021
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|
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By:
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/s/ Rahul Nayar
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