Reviva Pharmaceuticals Enters Material Definitive Agreement

TL;DR

REVIVA PHARMACEUTICALS (RVPH) SIGNED A MAJOR DEAL - EXPECT MOVEMENT.

AI Summary

Reviva Pharmaceuticals Holdings, Inc. announced on May 28, 2024, that it entered into a material definitive agreement. The company, formerly known as Tenzing Acquisition Corp., is incorporated in Delaware and operates in the Pharmaceutical Preparations industry.

Why It Matters

This filing indicates a significant business development for Reviva Pharmaceuticals, potentially impacting its future operations and stock value.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce significant changes and uncertainties for a company, warranting a medium risk assessment.

Key Players & Entities

• REVIVA PHARMACEUTICALS HOLDINGS, INC. (company) — Registrant
• Tenzing Acquisition Corp. (company) — Former Company Name
• May 28, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation

FAQ

Key Financial Figures

• $0.0001 — registered Common Stock, par value $0.0001 per share RVPH Nasdaq Capital Marke
• $1.58 — purchase one share of Common Stock was $1.58 and the public offering price for each
• $1.455 — purchase one share of Common Stock was $1.455 per share. The net proceeds to the Com
• $3.0 m — fering are expected to be approximately $3.0 million, after deducting placement agent
• $35,000 — o reimburse the Placement Agent for (i) $35,000 for non-accountable expenses, (ii) up t
• $50,000 — or non-accountable expenses, (ii) up to $50,000 for the reasonable fees and expenses of
• $15,950 — cket cost for clearing agent fees up to $15,950. A copy of the opinion of Lowenstein S
• $5.00 — of Common Stock at an exercise price of $5.00 per share issued in November 2023 (the
• $3.0 million — icipation and purchase of approximately $3.0 million of securities in the Offering (the "Pur
• $170,731.75 — urchase Commitment") and the payment of $170,731.75 (the "Cash Consideration") to (i) lower

Filing Documents

• rvph20240528_8k.htm (8-K) — 42KB
• ex_680208.htm (EX-4.1) — 101KB
• ex_680209.htm (EX-4.2) — 9KB
• ex_680210.htm (EX-5.1) — 10KB
• ex_680211.htm (EX-10.1) — 214KB
• ex_680212.htm (EX-99.1) — 16KB
• opinionfooter.jpg (GRAPHIC) — 9KB
• opinionlogo.jpg (GRAPHIC) — 6KB
• 0001437749-24-018540.txt ( ) — 647KB
• rvph-20240528.xsd (EX-101.SCH) — 4KB
• rvph-20240528_def.xml (EX-101.DEF) — 13KB
• rvph-20240528_lab.xml (EX-101.LAB) — 17KB
• rvph-20240528_pre.xml (EX-101.PRE) — 13KB
• rvph20240528_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. On May 28, 2024, Reviva Pharmaceuticals Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Securities Purchase Agreement") pursuant to which the Company agreed to sell, in a registered direct offering (the "Offering") priced at the market under the Nasdaq Stock Market, LLC ("Nasdaq") rules, an aggregate of (i) 1,898,734 shares (the "Shares") of the Company's common stock, par value $0.0001 per share (the "Common Stock"), and (ii) 1,898,734 warrants (the "Warrants") exercisable for an aggregate of up to 1,898,734 shares of Common Stock. The public offering price for each share of Common Stock and accompanying Warrant to purchase one share of Common Stock was $1.58 and the public offering price for each accompanying Warrant to purchase one share of Common Stock was $1.455 per share. The net proceeds to the Company from the Offering are expected to be approximately $3.0 million, after deducting placement agent fees and expenses and other estimated offering expenses payable by the Company. The Offering is expected to close on or about May 29, 2024, subject to customary closing conditions. The Offering is being made pursuant to the Company's effective registration statement on Form S-3 (File No. 333-262348) previously filed with and declared effective by the Securities and Exchange Commission (the "SEC") and a prospectus supplement and accompanying base prospectus filed with the SEC. The Purchase Agreement contains customary representations, warranties and agreements by the Company, conditions to closing, indemnification obligations of the Company and the Purchasers, other obligations of the parties and termination provisions. Pursuant to the terms of the Purchase Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 45-day period following the signing of the Purchase

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description. 4.1 Form of Common Warrant. 4.2 Form of Warrant Amendment Agreement 5.1 Opinion of Lowenstein Sandler LLP. 10.1 Form of Securities Purchase Agreement 23.1 Consent of Lowenstein Sandler LLP (included in the opinion of Lowenstein Sandler LLP filed as Exhibit 5.1 hereto). 99.1 Press Release dated May 28, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REVIVA PHARMACEUTICALS HOLDINGS, INC. Dated: May 29, 2024 By: /s/ Narayan Prabhu Name: Narayan Prabhu Title: Chief Financial Officer