Reviva Pharmaceuticals Files 8-K/A Amendment

TL;DR

Reviva Pharma filed an 8-K/A amendment on Aug 22 for an Aug 20 event, updating material agreements & financials.

AI Summary

Reviva Pharmaceuticals Holdings, Inc. filed an amendment (8-K/A) on August 22, 2024, regarding an event on August 20, 2024. The filing pertains to the entry into a material definitive agreement, Regulation FD disclosure, and financial statements/exhibits. The company was formerly known as Tenzing Acquisition Corp. until June 6, 2018.

Why It Matters

This amendment provides updated information and disclosures related to material agreements and financial statements, which are crucial for investors to understand the company's current contractual and financial standing.

Risk Assessment

Risk Level: medium — Amendments to 8-K filings often indicate a need for clarification or correction of previously disclosed material information, which can introduce uncertainty.

Key Players & Entities

• REVIVA PHARMACEUTICALS HOLDINGS, INC. (company) — Registrant
• Tenzing Acquisition Corp. (company) — Former company name
• August 20, 2024 (date) — Earliest event date reported
• August 22, 2024 (date) — Filing date
• June 6, 2018 (date) — Date of name change

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RVPH Nasdaq Capital Marke
• $3.8 million — in Item 1.01 of the Original Report to $3.8 million and to disclose that the Offering (as d
• $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
• $3.8 m — fering are expected to be approximately $3.8 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

• rvph20240822_8ka.htm (8-K/A) — 47KB
• 0001437749-24-027621.txt ( ) — 199KB
• rvph-20240820.xsd (EX-101.SCH) — 4KB
• rvph-20240820_def.xml (EX-101.DEF) — 14KB
• rvph-20240820_lab.xml (EX-101.LAB) — 18KB
• rvph-20240820_pre.xml (EX-101.PRE) — 14KB
• rvph20240822_8ka_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 20, 2024, 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 $3.8 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by the Company. The Offering closed on August 22, 2024. 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 immediately after giving effect to the exercise, which percentage may be increased or decreased at the holder

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 (incorporated by reference to Exhibit 1.1 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 4.1 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 4.2 Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.2 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 4.3 Form of Underwriter Warrant (incorporated by reference to Exhibit 4.3 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 4.4 Form of Warrant Amendment Agreement (incorporated by reference to Exhibit 4.4 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 5.1 Opinion of Lowenstein Sandler LLP (incorporated by reference to Exhibit 5.1 to the Company ' s Current Report on Form 8-K filed on August 21, 2024) . 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 99.1 Press Release dated August 21, 2024 (incorporated by reference to Exhibit 99.1 to the Company ' s Current Report on Form 8-K filed on 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 22, 2024 By: /s/ Narayan Prabhu Name: Narayan Prabhu Title: Chief Financial Officer