Reviva Pharmaceuticals Files 8-K with Corporate Updates

Ticker: RVPH · Form: 8-K · Filed: Dec 23, 2025

Sentiment: neutral

Topics: corporate-governance, filing-update, disclosure

Related Tickers: RVPH

TL;DR

REVIVA PHARMACEUTICALS HOLDINGS, INC. (RVPH) filed an 8-K on 12/23/25 detailing corporate changes and shareholder matters as of 12/18/25.

AI Summary

Reviva Pharmaceuticals Holdings, Inc. filed an 8-K on December 23, 2025, reporting events as of December 18, 2025. The filing indicates amendments to articles of incorporation or bylaws, submission of matters to a vote of security holders, and other events, including Regulation FD disclosures and financial statements/exhibits. The company was formerly known as Tenzing Acquisition Corp. before changing its name on June 6, 2018.

Why It Matters

This 8-K filing signals significant corporate actions and disclosures by Reviva Pharmaceuticals, potentially impacting its governance, shareholder engagement, and financial reporting.

Risk Assessment

Risk Level: low — The filing is a routine 8-K reporting corporate events and disclosures, not indicating immediate financial distress or significant operational changes.

Key Players & Entities

FAQ

What specific amendments were made to the articles of incorporation or bylaws?

The filing indicates amendments were made, but the specific details of these amendments are not provided in the provided text.

What matters were submitted to a vote of security holders?

The filing states that matters were submitted to a vote of security holders, but the specific proposals or resolutions are not detailed in the provided text.

What are the "Other Events" being reported?

The filing lists "Other Events" as an item, but the specific nature of these events is not elaborated upon in the provided text.

When did Reviva Pharmaceuticals Holdings, Inc. change its name from Tenzing Acquisition Corp.?

The company changed its name from Tenzing Acquisition Corp. on June 6, 2018.

What is the company's fiscal year end?

The company's fiscal year ends on December 31.

Filing Stats: 4,364 words · 17 min read · ~15 pages · Grade level 17.6 · Accepted 2025-12-23 08:05:14

Key Financial Figures

Filing Documents

03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 of this Current Report on Form 8-K, on December 18, 2025, Reviva Pharmaceuticals Holdings, Inc. ("Reviva", the "Company", "we", "us" or "our") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting") at which, among other matters of business acted upon, the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the Company's authorized shares of common stock, par value $0.0001 per share (the "Common Stock"), from 315,000,000 to 515,000,000 (the "Increase in Authorized Charter Amendment"). On December 18, 2025, the Company filed the Increase in Authorized Charter Amendment with the Secretary of State of the State of Delaware and such amendment became effective immediately. The foregoing description of the Increase in Authorized Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Increased in Authorized Charter Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. On December 18, 2025, the Company held the Annual Meeting. The stockholders of the Company acted upon the following proposals at the Annual Meeting: (1) the election of directors, (2) the ratification of the appointment of Baker Tilly US, LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2025, (3) the approval, on an advisory basis, of the executive compensation of the Company's named executive officers, (4) the approval of the Increase in Authorized Charter Amendment to increase the Company's authorized shares of Common Stock from 315,000,000 to 515,000,000, (5) the approval of an amendment to the Certificate of Incorporation (the "Reverse Split Charter Amendment") to effect a reverse stock split of the Company's issued shares of Common Stock, at a specific ratio, ranging from one-for-two (1:2) to one-for-twenty (1:20), at any time prior to December 31, 2026, subject to the determination of the Company's Board of Directors (the "Board"), in its sole discretion, whether or not to implement the reverse stock split and, if so, at what specific ratio within the foregoing range, without further approval or authorization of the Company's stockholders, and (6) the approval of the adjournment of the Annual Meeting, if necessary, to solicit additional proxies if the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting "FOR" any of the foregoing proposals presented were insufficient to approve any of said proposals (the "Adjournment Proposal"). As there were sufficient votes at the time of the Annual Meeting to approve all of the foregoing proposals, the Adjournment Proposal was unnecessary and was not submitted to the stockholders for approval at the Annual Meeting, as further described below. The final voting results were as follows: 1. The election of each of Laxminarayan Bhat, Parag Saxena, Ric

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 23, 2025, the Company issued a press release providing a regulatory update regarding the development of brilaroxazine for the treatment of schizophrenia, announcing that written feedback from the Company's pre-new drug application ("NDA") meeting with the U.S. Food and Drug Administration (the "FDA") includes a recommendation to conduct a second Phase 3 study to generate additional efficacy and safety data prior to the submission of a NDA of brilaroxazine for the treatment of schizophrenia. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, 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.

01. Other Events

Item 8.01. Other Events. Regulatory Update on Brilaroxazine Program On December 23, 2025, the Company reported that it received feedback from the FDA regarding the potential submission of an NDA for brilaroxazine for the treatment of schizophrenia in adults and the associated data, and patient enrollment requirements. The FDA informed the Company that it strongly encouraged the Company to conduct, prior to submission of an NDA, an additional Phase 3 trial that will be similar in design to the successfully completed RECOVER Phase 3 trial of brilaroxazine utilizing 30 mg and 50 mg doses of brilaroxazine. The Company indicated to the FDA that it will conduct a Phase 3 study incorporating this feedback before submitting an NDA. The FDA also provided the Company with guidance on, among other topics, methods of data analysis, methods of data presentation, and data requirements for studies of animal pharmacokinetics, human abuse potential, and renal and hepatic impairment.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K, including Exhibit 99.1 hereto, contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, as amended, including those relating to the Company's expectations regarding the anticipated clinical profile of its product candidates, including statements regarding a second Phase 3 clinical trial for brilaroxazine in patients with schizophrenia, anticipated efficacy or safety profile, and those relating to the Company's expectations, intentions or beliefs regarding matters including product development and clinical trial plans, clinical and regulatory timelines and expenses, planned or potential additional trials and the timing thereof, planned or intended regulatory submissions and the timing thereof, the timing of availability of additional data or initiation of additional trials, trial results, market opportunity, costs of additional trials including statements about estimated costs, and the risk that the actual cost of trials and the Company's actual expenses may be higher than the Company projects in its estimates, ability to raise sufficient funding, including in an amount sufficient to support the Company's intended additional trials, trial results, statements about expected approvals or the timing at which approval might be anticipated, market opportunity, competitive position, possible or assumed future results of operations, business strategies, potential opportunities for development including partnerships, growth or expansion opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management's current beliefs and assumptions. These statements may be identified by the use of forward-

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 3.1 Certificate of Amendment of the Amended and Restated Certificate of Incorporation of Reviva Pharmaceuticals Holdings, Inc., dated December 1 8, 2025. 99.1 Press Release issued by Reviva Pharmaceuticals Holdings, Inc., dated December 23, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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. Date: December 23, 2025 By: /s/ Narayan Prabhu Narayan Prabhu Chief Financial Officer

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