Reviva Pharmaceuticals Enters Material Definitive Agreement

TL;DR

REVIVA just signed a big deal, filing an 8-K with material agreements and financials.

AI Summary

Reviva Pharmaceuticals Holdings, Inc. announced on December 16, 2024, that it entered into a Material Definitive Agreement. The company also provided a Regulation FD Disclosure and filed Financial Statements and Exhibits as part of this 8-K filing. Specific details of the agreement and financial information were not disclosed in the provided text.

Why It Matters

This filing indicates a significant new agreement for Reviva Pharmaceuticals, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — Entering into a material definitive agreement can introduce new risks and opportunities, the nature of which is not yet fully disclosed.

Key Players & Entities

• REVIVA PHARMACEUTICALS HOLDINGS, INC. (company) — Registrant
• Tenzing Acquisition Corp. (company) — Former Company Name
• December 16, 2024 (date) — Date of earliest event reported
• 10080 N Wolfe Road , Suite SW3-200 (address) — Business and Mail Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock , par value $0.0001 per share RVPH Nasdaq Capital Market
• $18.0 million — ants"), for aggregate gross proceeds of $18.0 million (the "Offering"). Each share of Common
• $1.50 — at a combined public offering price of $1.50 per share of Common Stock and accompany
• $15.8 m — fering are expected to be approximately $15.8 million, after deducting underwriting dis
• $117,500 — its counsel, up to a maximum amount of $117,500. The Company will also pay the Underwri

Filing Documents

• rvph20241217_8k.htm (8-K) — 43KB
• ex_758353.htm (EX-1.1) — 235KB
• ex_758354.htm (EX-4.1) — 115KB
• ex_758355.htm (EX-4.2) — 116KB
• ex_758356.htm (EX-5.1) — 12KB
• ex_758357.htm (EX-99.1) — 11KB
• ex_758358.htm (EX-99.2) — 11KB
• logo.jpg (GRAPHIC) — 11KB
• rvph01.jpg (GRAPHIC) — 9KB
• 0001437749-24-037764.txt ( ) — 837KB
• rvph-20241216.xsd (EX-101.SCH) — 4KB
• rvph-20241216_def.xml (EX-101.DEF) — 13KB
• rvph-20241216_lab.xml (EX-101.LAB) — 18KB
• rvph-20241216_pre.xml (EX-101.PRE) — 14KB
• rvph20241217_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Underwriting Agreement On December 16, 2024, Reviva Pharmaceuticals Holdings, Inc. (the "Company"), entered into an underwriting agreement (the "Underwriting Agreement") with Citizens JMP Securities, LLC, as the underwriter (the "Underwriter"), relating to the offering, issuance and sale of (i) an aggregate of 12,000,000 shares of the Company's common stock, par value $0.0001 per share ("Common Stock"), (ii) Series A warrants exercisable for an aggregate of up to 6,000,000 shares of Common Stock (the "Series A Common Warrants") and (iii) Series B warrants exercisable for an aggregate of up to 12,000,000 shares of Common Stock (the "Series B Common Warrants" and together with the Series A Common Warrants, the "Common Warrants"), for aggregate gross proceeds of $18.0 million (the "Offering"). Each share of Common Stock was sold together with (i) a Series A Common Warrant to purchase 0.5 of a share of Common Stock and (ii) a Series B Common Warrant to purchase one share of Common Stock, at a combined public offering price of $1.50 per share of Common Stock and accompanying Common Warrants. The Series A Common Warrants are exercisable immediately, will have a term of six months from the date of issuance and have an exercise price of $1.50 per whole share. The Series B Common Warrants are exercisable immediately, will have a term of five years and have an exercise price of $1.50 per share. The Common Warrants may only be exercised on a cashless basis if there is no registration statement registering, or the prospectus contained therein in not available for, the issuance of shares of Common Stock underlying the Common Warrants to the holder. The Company is prohibited from effecting an exercise of any Common 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 to

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 16, 2024, the Company issued a press release regarding the launch of the Offering (the " Launch Press Release "). Also on December 16, 2024, the Company issued a press release announcing that it had priced the Offering (the " Pricing Press Release "). Copies of the Launch Press Release and the Pricing Press Release are furnished hereto as Exhibits 99.1 and Exhibit 99.2, respectively. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the SEC and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the " Exchange Act "), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing. 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 December 16, 2024, by and between Reviva Pharmaceuticals Holdings, Inc. and Citizens JMP Securities, LLC, as Underwriter. 4.1 Form of Series A Common Warrant. 4.2 Form of Series B Common Warrant. 5.1 Opinion of Lowenstein Sandler LLP. 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 99.1 Launch Press Release dated December 16, 2024. 99.2 Pricing Press Release dated December 16, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). SIGNATURE 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: December 17, 2024 By: /s/ Narayan Prabhu Name: Narayan Prabhu Title: Chief Financial Officer