SC 13G/A: REVIVA PHARMACEUTICALS HOLDINGS, INC.

AI Summary

SC 13G/A filing by REVIVA PHARMACEUTICALS HOLDINGS, INC..

Risk Assessment

Risk Level: low

Key Financial Figures

• $0.0001 — ame of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securiti

Filing Documents

• o123244sc13ga2.htm (SC 13G/A) — 76KB
• 0001214659-24-002877.txt ( ) — 78KB

(a). Name of Issuer

Item 1(a). Name of Issuer: Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Issuer”)

(b). Address of Issuer’s Principal Executive Offices

Item 1(b). Address of Issuer’s Principal Executive Offices: 19925 Stevens Creek Blvd., Suite 100, Cupertino, CA 95014

(a). Name of Person Filing

Item 2(a). Name of Person Filing: This Statement on Schedule 13G (this “Statement”) is filed by Tang Capital Partners, LP (“Tang Capital Partners”); Tang Capital Management, LLC, the general partner of Tang Capital Partners (“Tang Capital Management”); and Kevin Tang, the manager of Tang Capital Management.

(b). Address of Principal Business Office or, if none, Residence

Item 2(b). Address of Principal Business Office or, if none, Residence: 4747 Executive Drive, Suite 210, San Diego, CA 92121

(c). Citizenship

Item 2(c). Citizenship: Tang Capital Partners is a Delaware limited partnership. Tang Capital Management is a Delaware limited liability company. Mr. Tang is a United States citizen.

(d). Title of Class of Securities

Item 2(d). Title of Class of Securities: Common Stock, par value $0.0001 per share (the “Common Stock”)

(e). CUSIP Number: 76152G100

Item 2(e). CUSIP Number: 76152G100

Not applicable

Item 3. Not applicable.

Ownership

Item 4. Ownership. (a) Amount Beneficially Owned: Tang Capital Partners. Tang Capital Partners beneficially owns 3,098,615 shares of the Issuer’s Common Stock, which are currently issuable upon exercise of Warrants (as defined below). Tang Capital Partners owns 4,533,300 of the Issuer’s Investor Warrants (the “Warrants,” as defined in the Issuer's Prospectus filed pursuant to Rule 424(b)(4) with the Securities and Exchange Commission on May 28, 2021). Each Investor Warrant is exercisable for 0.75 of a share of the Issuer’s Common Stock. The Investor Warrants are immediately exercisable and expire five years from the date of issuance. Tang Capital Partners may not exercise any portion of the Investor Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer’s outstanding shares of Common Stock after exercise. However, Tang Capital Partners may increase such percentage to any other percentage, not in excess of 19.99% (to the extent such limit is required under applicable Nasdaq rules), by providing written notice to the Issuer, provided that any increase in such percentage shall not be effective until 61 days after notice is provided to the Issuer. Page 5 of 8 Each Pre-Funded Warrant is exercisable for one share of the Issuer’s Common Stock and is immediately exercisable. Tang Capital Partners may not exercise any portion of the Pre-Funded Warrants for shares of Common Stock if, as a result of the exercise, Tang Capital Partners, together with its affiliates and any other person or entity acting as a group, would own more than 9.99% of the Issuer’s outstanding shares of Common Stock after exercise. However, Tang Capital Partners may increase such percentage to any other percentage, not in excess of 19.99% (to the extent such limit is required under applicable N

Ownership of Five Percent or Less of a Class

Item 5. Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨

Ownership of More than Five Percent on Behalf of Another Person

Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not applicable

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. Not applicable.

Identification and Classification of Members of the Group

Item 8. Identification and Classification of Members of the Group. Not applicable.

Notice of Dissolution of Group

Item 9. Notice of Dissolution of Group. Not applicable.

Certification

Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 7 of 8 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: February 14, 2024 TANG CAPITAL PARTNERS, LP By: Tang Capital Management, LLC, its General Partner By: /s/ Kevin Tang Kevin Tang, Manager TANG CAPITAL MANAGEMENT, LLC By: /s/ Kevin Tang Kevin Tang, Manager /s/ Kevin Tang Kevin Tang Page 8 of 8