Tang group reports 4.8% RVPH stake exercisable by warrants

Rhea-AI Filing Summary

Reviva Pharmaceuticals Holdings, Inc. Schedule 13G/A discloses that Tang-related reporting persons jointly beneficially own 3,399,975 shares of the issuer's common stock, representing 4.8% of the class on a basis that includes those shares as currently issuable upon exercise of warrants. All reported shares are currently issuable upon exercise of warrants described in the issuer's prospectus; the filing specifies that Tang Capital Partners, LP holds 4,533,300 Investor Warrants exercisable for 0.75 of a share each and subject to ownership limits that cap post-exercise ownership at 9.99% (with a potential increase to up to 19.99% after notice). The reporting persons indicate shared voting and dispositive power over the reported shares and state the position is not held to change or influence control of the issuer.

Positive

• Transparent disclosure of beneficial ownership and voting/dispositive arrangements among Tang entities
• Ownership below 5% (4.8%), consistent with non-control passive reporting under Schedule 13G/A
• Clear contractual limits on warrant exercise that cap post-exercise ownership at 9.99% (with a potential increase to 19.99% after notice)

Negative

• All reported shares are issuable upon exercise of warrants, representing potential dilution if exercised
• Investor Warrants (4,533,300 held by TCP) convert at 0.75 share each, complicating straightforward share-count dilution calculations

Insights

Financial Analyst

TL;DR: Tang parties hold 4.8% beneficial ownership via warrants; position is below 5% and disclosed as not intended to influence control.

The filing shows an economically meaningful but sub-5% stake represented entirely by currently exercisable warrants totaling 3,399,975 shares on an as-exercised basis. Because the position is characterized as shared power among affiliated entities and limited by explicit ownership caps, this disclosure signals a strategic, monitored stake rather than an outright equity accumulation. The presence of Investor Warrants exercisable for 0.75 shares each and the stated ownership limits are material for modeling potential dilution and future voting dynamics, but the current reported percentage remains below thresholds typically associated with control or activist intent.

Corporate Governance Expert

TL;DR: Reporting persons disclose shared voting/dispositive power and ownership limits; filing meets Schedule 13G/A transparency norms.

The statement clarifies beneficial ownership, allocation of voting and dispositive authority among Tang entities, and contractual limits on post-exercise ownership. These specifics are important for governance analysis because they define the scope of influence the group can exert and set automatic constraints on aggregate ownership following warrant exercises. The certification asserts the position is not held to change control, aligning the filing with passive-investor reporting under Schedule 13G/A rather than an active control-seeking disclosure.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 4)

Reviva Pharmaceuticals Holdings, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

76152G100

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

TANG CAPITAL MANAGEMENT, LLC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,399,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,399,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,399,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person: Tang Capital Management, LLC ("TCM") beneficially owns 3,399,975 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of 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). The percentages used herein are based on 71,403,588 shares of Common Stock outstanding which is comprised of: (i) 68,003,613 shares of Common Stock outstanding as of June 26, 2025, as set forth in the Issuer's Prospectus Report filed on Form 424B5 that was filed with the Securities and Exchange Commission on June 26, 2025 and (ii) 3,399,975 shares of Common Stock currently issuable upon exercise of the Warrants. TCM shares voting and dispositive power over such shares with Tang Capital Partners, LP ("TCP") and Kevin Tang.

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

KEVIN TANG

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,399,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,399,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,399,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Kevin Tang beneficially owns 3,399,975 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. Kevin Tang shares voting and dispositive power over such shares with TCP and TCM.

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

TANG CAPITAL PARTNERS, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,399,975.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,399,975.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,399,975.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

4.8 %

12

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person: TCP beneficially owns 3,399,975 shares of the Issuer's Common Stock, all of which are currently issuable upon exercise of Warrants. TCP owns 4,533,300 of the Issuer's Investor Warrants, which are each 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. TCP may not exercise any portion of the Investor Warrants for shares of Common Stock if, as a result of the exercise, TCP, 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, TCP 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. The foregoing limitations remain in effect with respect to the Warrants, and, accordingly, all 3,399,975 shares are currently issuable upon exercise of the Warrants. TCP shares voting and dispositive power over such shares with TCM and Kevin Tang.

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

TANG CAPITAL PARTNERS INTERNATIONAL, LP

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

TANG CAPITAL PARTNERS III, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 76152G100

1

Names of Reporting Persons

TANG CAPITAL PARTNERS IV, INC

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

0.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Reviva Pharmaceuticals Holdings, Inc.
(b)	Address of issuer's principal executive offices: 10080 N. Wolfe Road, Suite SW3-200, Cupertino, CA, 95014
Item 2.
(a)	Name of person filing: This Statement on Schedule 13G (this "Statement") is filed by TCM, the general partner of TCP and Tang Capital Partners International, LP ("TCPI"); Kevin Tang, the manager of TCM and Chief Executive Officer of Tang Capital Partners III, Inc. ("TCP III") and Tang Capital Partners IV, Inc. ("TCP IV"); TCP; TCPI; TCP III; and TCP IV.
(b)	Address or principal business office or, if none, residence: The address of TCM, Kevin Tang, TCP and TCPI is 4747 Executive Drive, Suite 210, San Diego, CA 92121. The address of TCP III and TCP IV is 400 S. 4th Street, 3rd Floor, Las Vegas, NV 89101.
(c)	Citizenship: TCM is a Delaware limited liability company. Mr. Tang is a United States citizen. TCP and TCPI are Delaware limited partnerships. TCP III and TCP IV are Nevada corporations that are indirectly wholly owned by TCP.
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 76152G100
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 3,399,975
(b)	Percent of class: 4.8%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 0 shares
	(ii) Shared power to vote or to direct the vote: 3,399,975 shares
	(iii) Sole power to dispose or to direct the disposition of: 0 shares
	(iv) Shared power to dispose or to direct the disposition of: 3,399,975 shares
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

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, other than activities solely in connection with a nomination under ?? 240.14a-11.

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.

TANG CAPITAL MANAGEMENT, LLC

Signature:	Kevin Tang
Name/Title:	Manager
Date:	08/14/2025

KEVIN TANG

Signature:	Kevin Tang
Name/Title:	Self
Date:	08/14/2025

TANG CAPITAL PARTNERS, LP

Signature:	Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS INTERNATIONAL, LP

Signature:	Kevin Tang
Name/Title:	Manager, Tang Capital Management, LLC, General Partner
Date:	08/14/2025

TANG CAPITAL PARTNERS III, INC

Signature:	Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

TANG CAPITAL PARTNERS IV, INC

Signature:	Kevin Tang
Name/Title:	Chief Executive Officer
Date:	08/14/2025

FAQ

How many Reviva (RVPH) shares do the Tang reporting persons beneficially own?

They beneficially own 3,399,975 shares on an as-exercised basis, representing 4.8% of the class as reported.

Are the reported RVPH shares currently outstanding or issuable?

The filing states the reported shares are currently issuable upon exercise of warrants rather than being presently outstanding common shares.

What warrants does Tang Capital Partners (TCP) hold related to RVPH?

TCP holds 4,533,300 Investor Warrants, each exercisable for 0.75 of a share of common stock; they are immediately exercisable and expire five years from issuance per the filing.

Does the filing indicate the Tang group seeks to influence control of RVPH?

No; the certification states the securities were not acquired and are not held for the purpose of changing or influencing control of the issuer.

Who shares voting and dispositive power over the reported RVPH shares?

The filing states voting and dispositive power is shared among Tang Capital Management, LLC, Tang Capital Partners, LP, and Kevin Tang.

Are there contractual limits on exercising the warrants?

Yes; TCP may not exercise warrants if exercise would cause ownership to exceed 9.99% of outstanding shares, though they may increase that limit up to 19.99% after providing notice and waiting 61 days.