Reviva Pharmaceuticals Holdings, INC. DEFA14A Filing

Key Financial Figures

• $0.0001 — th a weighted-average exercise price of $0.0001 per share, (ii) 3,129,190 shares of our
• $3.47 — th a weighted-average exercise price of $3.47 per share, (iii) 115,815,147 shares of
• $1.49 — th a weighted-average exercise price of $1.49 per share, and (iv) 7,148,675 shares of

Filing Documents

• rvph20251203_defa14a.htm (DEFA14A) — 42KB
• 0001437749-25-037033.txt ( ) — 43KB

From the Filing

rvph20251203_defa14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 REVIVA PHARMACEUTICALS HOLDINGS, INC. (Name of Registrant as Specified In Its Charter) N/A (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 REVIVA PHARMACEUTICALS HOLDINGS, INC. 10080 N WOLFE ROAD, SUITE SW3-200 CUPERTINO, CA 95014 PROXY STATEMENT SUPPLEMENT DATED DECEMBER 5, 2025 Annual Meeting of Stockholders To be held on December 18, 2025 The following information supplements and should be read in conjunction with the original Definitive Proxy Statement dated November 4, 2025 (the "Proxy Statement") of Reviva Pharmaceuticals Holdings, Inc. ("Reviva", the "Company", "we", "us" or "our"), which was filed with the Securities and Exchange Commission and first made available to stockholders on November 4, 2025 pursuant to a Notice of Internet Availability of Proxy Materials which we began sending to our stockholders on or about such date. Terms defined in the Proxy Statement have the same meaning herein, unless the context otherwise requires. SUPPLEMENTAL DISCLOSURE Reviva is providing this supplement (this "Supplement") to reflect the following updates to the disclosure in the Proxy Statement: In the discussion in the Proxy Statement in Proposal 5 (the "Reverse Stock Split Proposal") captioned "Principal Effects of the Reverse Split" and the section "After Each Reverse Split Ratio" thereunder, the Proxy Statement presents a table outlining certain share and capitalization data including the certain projections about the estimated impact of a Reverse Split immediately upon giving effect thereto assuming implementation at various ratios. The line item titled "Number of Shares of Common Stock Authorized but Unissued and Unreserved" in such table as included in the Proxy Statement inadvertently understated the estimated post-Reverse Split figures reported in such line item. By means of this Supplement, we are providing corrective disclosure to correct such inadvertent errors, and are amending and restating such table and related disclosures as set forth herein. The sections of the Proxy Statement on pages 40 and 41 captioned "Principal Effects of the Reverse Split" and "After Each Reverse Split Ratio" are hereby amended, restated, superseded in their entirety, and replaced with the following text as set forth below. Consistent with the original Proxy Statement filing, all historical share data including outstanding share and reserve figures and stock price information is stated as of October 21, 2025: Principal Effects of the Reverse Split After the effective date of the proposed Reverse Split, each stockholder will own a reduced number of shares of common stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Reverse Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the proposed Reverse Split except for adjustments that may result from the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the Reverse Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after the Reverse Split. The number of stockholders of record also will not be affected by the proposed Reverse Split. The following table contains approximate number of issued and outstanding shares of common stock, and the estimated per share trading price following a 1:2 to 1:20 Reverse Split, without giving effect to any adjustments for fractional shares of common stock or the issuance of any derivative securities, as of October 21, 2025. After Each Reverse Split Ratio Current 1:2 1:10 1:20 Common Stock Authorized (1) 315,000,000 (2) 315,000,000 (2) 315,000,000 (2) 315,000,000 (2) Common Stock Issued and Outstanding 114,078,619 57,039,310 11,407,862 5,703,931 Number of Shares of Common Stock Reserved for Issuance (3) 128,061,777 64,030,889 12,806,178 6,403,089 Number of Shares of Common Stock Authorized but Unissued and Unreserved 72,859,604 (4) 193,929,801 (4) 290,785,960 (4) 302,892,980 (4)