Highbridge Discloses 9.9% Economic Stake in Reviva (8M Shares)

Rhea-AI Filing Summary

Highbridge Capital Management, LLC reports beneficial ownership of warrants convertible into 8,000,000 shares of Reviva Pharmaceuticals Holdings, Inc. common stock, representing 9.9% of the class after giving effect to an offering described in the issuer's June 26, 2025 prospectus supplement and subject to a contractual 9.9% blocker. The filing clarifies the 8,000,000 figure reflects full exercise of the reported warrants but notes Highbridge cannot exercise warrants to the extent doing so would exceed the 9.9% ownership limit, so the actual exercisable shares are limited by that blocker. The reporting person is an investment adviser filing on behalf of Highbridge funds and discloses that one fund, Highbridge Tactical Credit Master Fund, L.P., holds more than 5% of the class.

Positive

• Clear disclosure of the notional position: warrants exercisable into 8,000,000 shares
• Transparency that ownership is reported for funds managed by Highbridge and that one fund holds >5% (Highbridge Tactical Credit Master Fund, L.P.)
• Compliance with Schedule 13G reporting and certification that securities were acquired in the ordinary course of business

Negative

• Exercise limited by a contractual 9.9% blocker, so full conversion of the warrants is not currently possible
• Potential overstatement risk in cover-page share counts: reported numbers show full exercise but the blocker means actual beneficial ownership is lower

Insights

Financial Analyst

TL;DR: Routine 13G disclosure showing near-10% economic stake via warrants, constrained by a 9.9% exercise blocker.

The filing discloses that Highbridge holds warrants exercisable into 8,000,000 shares, and calculates ownership at 9.9% after accounting for the issuer's post-offering share count and the contractual 9.9% blocker. This is a standard beneficial-ownership disclosure by an investment adviser rather than an active control claim. Material points for investors include the size of the potential stake and the fact that exercise is limited by the blocker, which prevents immediate conversion to a larger equity position.

Corporate Governance Specialist

TL;DR: Disclosure signals sizeable economic interest but confirms limits on voting/control through the 9.9% blocker.

The statement is a compliance filing under Schedule 13G and emphasizes the securities were acquired in the ordinary course of business and not to influence control. Identification of a specific Highbridge fund holding over 5% is important for transparency. The 9.9% blocker is explicitly acknowledged, reducing the potential for immediate governance influence despite the large notional position.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What stake in RVPH does Highbridge report?

Highbridge reports warrants exercisable into 8,000,000 shares, and reports an ownership percentage of 9.9% after giving effect to the 9.9% blocker.

Are the reported RVPH shares currently exercisable?

The Reported Warrants are subject to a contractual 9.9% blocker, so Highbridge cannot exercise warrants to the extent doing so would exceed 9.9% ownership.

Which Highbridge fund holds more than 5% of RVPH?

The filing identifies Highbridge Tactical Credit Master Fund, L.P. as having the right to receive dividends or proceeds for more than 5% of the shares reported.

Does this Schedule 13G indicate Highbridge seeks control of RVPH?

No. The filing certifies the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

What issuer information is included in the filing?

The issuer is Reviva Pharmaceuticals Holdings, Inc. (RVPH) with principal offices at 10080 N Wolfe Road, Suite SW3-200, Cupertino, CA 95014.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 08/14/2025 - 04:08 PM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

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

HIGHBRIDGE 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 8,000,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 8,000,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

8,000,000.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, OO

Comment for Type of Reporting Person: The shares of Common Stock (as defined in Item 2(a)) reported herein are issuable upon exercise of warrants. As more fully described in Item 4, the reported warrants are subject to the 9.9% Blocker (as defined in Item 4) and the percentage set forth on row (11) gives effect to the 9.9% Blocker. However, rows (5), (7) and (9) show the number of shares of Common Stock that would be issuable upon the full exercise of the reported warrants and does not give effect to the 9.9% Blocker. Therefore, the actual number of shares of Common Stock beneficially owned by such Reporting Person, after giving effect to the 9.9% Blocker, is less than the number of securities reported on rows (5), (7) and (9).

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 is filed by Highbridge Capital Management, LLC ("Highbridge" or the "Reporting Person"), a Delaware limited liability company and the investment adviser to certain funds and accounts (the "Highbridge Funds"), with respect to the shares of common stock, par value $0.0001 per share ("Common Stock"), of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the "Issuer"), issuable upon exercise of warrants directly held by the Highbridge Funds. The filing of this statement should not be construed as an admission that any of the foregoing persons or the Reporting Person is, for the purposes of Section 13 of the Securities Exchange Act of 1934, the beneficial owner of the securities reported herein.
(b)	Address or principal business office or, if none, residence: The address of the business office of the Reporting Person is 277 Park Avenue, 23rd Floor, New York, New York 10172.
(c)	Citizenship: Highbridge is a Delaware limited liability company.
(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: The information required by Item 4(a) is set forth in Row 9 of the cover page for the Reporting Person and is incorporated herein by reference. The percentage set forth in this Schedule 13G is calculated based upon an aggregate of 68,003,613 shares of Common Stock immediately after giving effect to the completion of the Issuer's offering, as described in the Issuer's Prospectus Supplement filed pursuant to Rule 424(b)(5) with the Securities and Exchange Commission on June 26, 2025, and assumes the exercise of the warrants (the "Reported Warrants") held by the Highbridge Funds, subject to the 9.9% Blocker (as defined below). Pursuant to the terms of the Reported Warrants, the Reporting Person cannot exercise any of the Reported Warrants to the extent the Reporting Person would beneficially own, after any such exercise, more than 9.9% of the outstanding shares of Common Stock (the "9.9% Blocker") and the percentage set forth in Row (11) of the cover page for the Reporting Person gives effect to the 9.9% Blocker. Consequently, at this time, the Reporting Person is not able to exercise all of such Reported Warrants due to the 9.9% Blocker.
(b)	Percent of class: 9.9%
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: The information required by Item 4(c)(i) is set forth in Row 5 of the cover page for the Reporting Person and is incorporated herein by reference.
	(ii) Shared power to vote or to direct the vote: The information required by Item 4(c)(ii) is set forth in Row 6 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iii) Sole power to dispose or to direct the disposition of: The information required by Item 4(c)(iii) is set forth in Row 7 of the cover page for the Reporting Person and is incorporated herein by reference.
	(iv) Shared power to dispose or to direct the disposition of: The information required by Item 4(c)(iv) is set forth in Row 8 of the cover page for the Reporting Person and is incorporated herein by reference.
Item 5.	Ownership of 5 Percent or Less of a Class.
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	If any other person 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, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required. See Item 2(a). The Highbridge Funds 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 reported herein. Highbridge Tactical Credit Master Fund, L.P., a Highbridge Fund, has the right to receive or the power to direct the receipt of dividends or the proceeds from the sale of more than 5% of the shares of Common Stock.
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 acquired and are held in the ordinary course of business and 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.

HIGHBRIDGE CAPITAL MANAGEMENT, LLC

Signature:	/s/ Kirk Rule
Name/Title:	Kirk Rule, Executive Director
Date:	08/14/2025