SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

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)

September 8, 2022

(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.

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

CUSIP No. 76152G 100

CUSIP No. 76152G 100

CUSIP No. 76152G 100

(1) Certain of the Pre-Funded Warrants and Private Placement Warrants (together, the “Warrants”) contain an issuance limitation that prohibits the holder from exercising such 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 19.99% 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.

CUSIP No. 76152G 100

(1) Certain of the Pre-Funded Warrants and Private Placement Warrants contain an issuance limitation that prohibits the holder from exercising such 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 19.99% 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.

Explanatory Note

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned Reporting Persons (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.  Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

Item 1 of the Schedule 13D is amended and restated as follows:

This Amendment No. 5 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.

On September 8, 2022, the Issuer completed a registered direct offering and concurrent private placement (the “Private Placement”) pursuant to which the Issuer agreed to issue and sell to the participants an aggregate of 3,359,684 shares of its common stock (or pre-funded warrants to purchase shares of common stock in lieu thereof (the “Pre-Funded Warrants”) at a purchase price per share of $2.53 (or $2.5299 per pre-funded warrant, which represents the per share offering price for the common stock less the $0.0001 per share exercise price for each pre-funded warrant), for gross proceeds of approximately $8.5 million before deducting placement agent fees and other estimated offering expenses. The Issuer issued to each investor, in an additional concurrent private placement, unregistered warrants to purchase up to 3,359,684 shares of the Issuer’s common stock (the “Private Placement Warrants”). The Private Placement Warrants have an exercise price of $2.40 per share, are exercisable immediately and will expire five years from the initial exercise date.

As a result of the Reporting Persons’ (as defined below) participation in the Private Placement, as described in Item 3 below, the percentage of outstanding Shares that the Reporting Persons may be deemed to beneficially own was increased by more than 1% since the filing of the Statement.

Item 3 of the Schedule 13D is amended and supplemented as follows:

The Reporting Persons acquired the Pre-Funded Warrants and Private Placement Warrants 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 and Beta Operators.

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 of the Schedule 13D is amended and supplemented as follows:

Item 6 of the Schedule 13D is amended and supplemented as follows:

Securities Purchase Agreement; Pre-Funded Warrants; Private Placement Warrants

On September 6, 2022, the Issuer entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with Vedanta Associates -R and Beta Operators. Pursuant to the Private Placement Purchase Agreement, in a concurrent private placement the Issuer agreed to sell and issue to Vedanta Associates -R and Beta Operators the Pre-Funded Warrants and the Private Placement Warrants for an aggregate purchase price of approximately $3.5 million. The Pre-Funded Warrants are immediately exercisable at an exercise price of $0.0001 per share and will expire when the Private Pre-Funded Warrants are fully exercised. The Private Placement Warrants are immediately exercisable at an exercise price of $2.40 per share and will expire on September 8, 2027.

Pursuant to the Securities Purchase Agreement, the Issuer has agreed to file a registration statement covering the resale of the shares of Common Stock underlying the Pre-Funded Warrants and the Private Placement Warrants within 30 days of the date of the Securities Purchase Agreement. The Issuer must use commercially reasonable efforts to cause such registration statement to become effective within 60 days (90 days if such registration statement is reviewed by the SEC) following the filing of such registration statement and to keep such registration statement effective at all times until the Investors (as defined in the Securities Purchase Agreement) no longer own any Pre-Funded Warrants, Private Placement Warrants or any shares of Common Stock that may be issued upon exercise thereof.

The Securities Purchase Agreement contains customary representations, warranties and agreements of the Issuer and the Investors and customary indemnification rights and obligations of the parties. Pursuant to the terms of the Securities Purchase Agreement, the Issuer has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 90-day period following the closing of the Private Placements. In addition, the Issuer has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a variable rate transaction (as defined in the Purchase Agreements) until the 180-day anniversary of the closing of Private Placement.

The foregoing description of the Securities Purchase Agreement, the Pre-Funded Warrants and the Private Placement Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the Securities Purchase Agreement, the form of Pre-Funded Warrant and the form of Private Placement Warrant, which are filed as Exhibits 1,2 and 3 and incorporated herein by reference.

Item 7 of the Schedule 13D is amended and supplemented as follows:

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.