Reviva Pharmaceuticals Files 8-K with Material Agreement Details

TL;DR

REVIVA files 8-K: Material agreement, Reg FD, financials out. Formerly Tenzing Acquisition Corp.

AI Summary

On September 18, 2025, Reviva Pharmaceuticals Holdings, Inc. filed an 8-K report detailing a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. Reviva Pharmaceuticals Holdings, Inc. was formerly known as Tenzing Acquisition Corp. until June 6, 2018.

Why It Matters

This filing provides crucial updates on significant agreements and financial information for Reviva Pharmaceuticals Holdings, Inc., impacting investors' understanding of the company's current status.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which could represent significant business changes, but lacks specific details on the agreement's nature or financial impact.

Key Players & Entities

• REVIVA PHARMACEUTICALS HOLDINGS, INC. (company) — Registrant
• Tenzing Acquisition Corp. (company) — Former company name
• September 18, 2025 (date) — Date of earliest event reported
• June 6, 2018 (date) — Date of former company name change

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share RVPH Nasdaq Capital Marke
• $9,045,000 — ares"), for aggregate gross proceeds of $9,045,000. Each share of Common Stock is being so
• $0.335 — at a combined public offering price of $0.335 per share of Common Stock and accompany
• $8.1 m — fering are expected to be approximately $8.1 million, after deducting placement agent
• $15,000 — burse the Placement Agent for (i) up to $15,000 for non-accountable expenses and (ii) u
• $75,000 — non-accountable expenses and (ii) up to $75,000 for the out-of-pocket accountable legal

Filing Documents

• rvph20250919_8k.htm (8-K) — 43KB
• ex_862992.htm (EX-4.1) — 93KB
• ex_862993.htm (EX-4.2) — 93KB
• ex_862994.htm (EX-5.1) — 12KB
• ex_862995.htm (EX-10.1) — 213KB
• ex_862996.htm (EX-10.2) — 49KB
• ex_862997.htm (EX-99.1) — 10KB
• ex_862998.htm (EX-99.2) — 11KB
• ls01.jpg (GRAPHIC) — 6KB
• ls02.jpg (GRAPHIC) — 11KB
• 0001437749-25-029531.txt ( ) — 817KB
• rvph-20250918.xsd (EX-101.SCH) — 4KB
• rvph-20250918_def.xml (EX-101.DEF) — 13KB
• rvph-20250918_lab.xml (EX-101.LAB) — 17KB
• rvph-20250918_pre.xml (EX-101.PRE) — 13KB
• rvph20250919_8k_htm.xml (XML) — 5KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Registered Public Offering On September 18, 2025, Reviva Pharmaceuticals Holdings, Inc. (the "Company") entered into agreements, including a securities purchase agreement (the "Purchase Agreement") with certain institutional investors, pursuant to which the Company agreed to sell and issue, in a registered public offering (the "Offering"), (i) an aggregate of 27,000,000 shares (the "Shares") of the Company's common stock, par value $0.0001 per share ("Common Stock"), (ii) Series E warrants (the "Series E Warrants") exercisable for an aggregate of up to 27,000,000 shares of Common Stock (the "Series E Warrant Shares") and (iii) Series F warrants (the "Series F Warrants" and together with the Series E Warrants, the "Warrants") exercisable for an aggregate of up to 27,000,000 shares of Common Stock (the "Series F Warrant Shares" and together with the Series E Warrant Shares, the "Warrant Shares"), for aggregate gross proceeds of $9,045,000. Each share of Common Stock is being sold together with (i) a Series E Warrant to purchase one share of Common Stock and (ii) a Series F Warrant to purchase one share of Common Stock, at a combined public offering price of $0.335 per share of Common Stock and accompanying Warrants. The Series E Warrants are exercisable immediately, have a term of five years and have an exercise price of $0.335 per share. The Series F Warrants are exercisable immediately, have a term of one year and have an exercise price of $0.335 per share. The 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 respective Warrants to the holder. The Company is prohibited from effecting an exercise of any Warrants to the extent that such exercise would result in the number of shares of Common Stock beneficially owned by such holder and its affiliate

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On September 18, 2025, the Company issued a press release regarding the launch of the Offering (the "Launch Press Release"). On September 18, 2025, 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 of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by a specific reference in such filing. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K does not constitute an offer to sell, or the s

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Series E Warrant. 4.2 Form of Series F Warrant. 5.1 Opinion of Lowenstein Sandler LLP. 10.1 Form of Securities Purchase Agreement. 10.2 Placement Agency Agreement, dated September 18, 2025, between Reviva Pharmaceuticals Holdings, Inc. and A.G.P./Alliance Global Partners. 23.1 Consent of Lowenstein Sandler LLP (contained in Exhibit 5.1). 99.1 Launch Press Release dated September 18, 2025. 99.2 Pricing Press Release dated September 18, 2025. 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: September 19, 2025 By: /s/ Narayan Prabhu Name: Narayan Prabhu Title: Chief Financial Officer