Reviva Pharmaceuticals Enters Material Definitive Agreement

TL;DR

REVIVA signs a big deal, filing shows financials. Big news coming.

AI Summary

Reviva Pharmaceuticals Holdings, Inc. announced on August 20, 2024, that it entered into a material definitive agreement. The company also disclosed financial statements and exhibits related to this agreement. Further details regarding the specific agreement and its financial implications are expected to be provided.

Why It Matters

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

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could involve significant financial commitments or strategic shifts, introducing a medium level of risk until more details are disclosed.

Key Players & Entities

• REVIVA PHARMACEUTICALS HOLDINGS, INC. (company) — Registrant
• Tenzing Acquisition Corp. (company) — Former company name
• August 20, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RVPH Nasdaq Capital Marke
• $1 — e warrant repricing described below) is $1.05, and the public offering for each Pr
• $1.0499 — o purchase one share of Common Stock is $1.0499. The net proceeds to the Company from t
• $4.1 m — fering are expected to be approximately $4.1 million, after deducting underwriting dis
• $0.7964 — of Common Stock at an exercise price of $0.7964 per share and will expire five years fr
• $1.3125 — be exercisable at an exercise price of $1.3125 per share and are exercisable during th
• $125,000 — ing and reimbursement of expenses up to $125,000. In connection with the Offering, on A
• $5.00 — of Common Stock at an exercise price of $5.00 per share issued in November of 2023 an
• $4.125 — of Common Stock at an exercise price of $4.125 per share issued in June of 2021 (toget
• $0.125 — tion in the Offering and the payment of $0.125 per Existing Warrant (which amount is i
• $1.05 — arrant (which amount is included in the $1.05 offering price above) to (i) lower the

Filing Documents

• rvph20240821_8k.htm (8-K) — 43KB
• ex_717158.htm (EX-1.1) — 248KB
• ex_717159.htm (EX-4.1) — 85KB
• ex_717160.htm (EX-4.2) — 96KB
• ex_717161.htm (EX-4.3) — 99KB
• ex_717162.htm (EX-4.4) — 12KB
• ex_717164.htm (EX-5.1) — 12KB
• ex_717163.htm (EX-99.1) — 11KB
• pic1.jpg (GRAPHIC) — 7KB
• pic2.jpg (GRAPHIC) — 10KB
• 0001437749-24-027511.txt ( ) — 916KB
• rvph-20240820.xsd (EX-101.SCH) — 4KB
• rvph-20240820_def.xml (EX-101.DEF) — 13KB
• rvph-20240820_lab.xml (EX-101.LAB) — 17KB
• rvph-20240820_pre.xml (EX-101.PRE) — 13KB
• rvph20240821_8k_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2024, Reviva Pharmaceuticals Holdings, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Titan Partners Group LLC, a division of American Capital Partners, LLC, as the underwriter (the "Underwriter"), relating to the offering, issuance and sale of (i) 3,276,262 shares (the "Shares") of the Company's common stock, par value $0.0001 (the "Common Stock"), (ii) pre-funded warrants (the "Pre-Funded Warrants") exercisable for an aggregate of up to 1,485,643 shares of Common Stock, and (iii) warrants (the "Warrants") exercisable for an aggregate of 4,761,905 shares of Common Stock (the "Offering"). The public offering price for each Share and accompanying Warrant to purchase one share of Common Stock (including the pricing for the warrant repricing described below) is $1.05, and the public offering for each Pre-Funded Warrant and accompanying Warrant to purchase one share of Common Stock is $1.0499. The net proceeds to the Company from the Offering are expected to be approximately $4.1 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering is expected to close on or about August 22, 2024, subject to customary closing conditions. The Warrants are each exercisable for one share of Common Stock at an exercise price of $0.7964 per share and will expire five years from the issuance date. The Pre-Funded Warrants are each exercisable for one share of Common Stock at an exercise price of $0.0001 per share and will expire when exercised in full. The Company is prohibited from effecting an exercise of any Warrants or Pre-Funded Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliates exceeding 4.99% (or 9.99% at election of the holder) of the total number of shares of Common Stock outstanding imm

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On August 21, 2024, the Company issued a press release regarding the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. Cautionary Statement Regarding Forward-Looking Statements

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 1.1+ Underwriting Agreement, dated August 20, 2024, between Reviva Pharmaceuticals Holdings, Inc. and Titan Partners Group LLC. 4.1 Form of Warrant. 4.2 Form of Pre-Funded Warrant. 4.3 Form of Underwriter Warrant. 4.4 Form of Warrant Amendment Agreement. 5.1 Opinion of Lowenstein Sandler LLP. 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 99.1 Press Release dated August 21, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). + Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted.

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: August 21, 2024 By: /s/ Narayan Prabhu Name: Narayan Prabhu Title: Chief Financial Officer