Amendment: Reviva Pharmaceuticals Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits

Form 8-K/A date of report 08-20-24 true 0001742927 0001742927 2024-08-20 2024-08-20 0001742927 rvph:CommonStockParValue00001PerShareCustomMember 2024-08-20 2024-08-20 0001742927 rvph:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2024-08-20 2024-08-20

 

 

(Amendment No. 1)

 

 

Date of Report (Date of earliest event reported): August 20, 2024

 

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

 

 

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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This Current Report on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K (the “Original Report”) of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) filed on August 21, 2024. The sole purpose of this Amendment is to update the net proceeds disclosed in Item 1.01 of the Original Report to $3.8 million and to disclose that the Offering (as defined below) has closed. No other revisions have been made to the Original Report, and other than mentioned in the foregoing sentence, this Amendment does not amend, update, or change any other items or disclosures contained in the Original Report. 

 

 

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’s election not to exceed 9.99%. In the event of certain fundamental transactions, holders of the Warrants will have the right to receive the Black Scholes Value of their Warrant calculated pursuant to a formula set forth in the Warrant, payable either in cash or in the same type or form of consideration that is being offered and being paid to the holders of Common Stock.

 

The Offering is being made pursuant to a prospectus supplement, dated August 20, 2024, and an accompanying base prospectus that forms a part of the registration statement on Form S-3 (File No. 333-262348) filed with the Securities and Exchange Commission (“SEC”) on January 26, 2022 and previously declared effective by the SEC.

 

The Underwriting Agreement contains customary representations, warranties, covenants and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. Pursuant to the terms of the Underwriting Agreement, the Company has agreed to certain restrictions on the issuance and sale of its Common Stock and securities convertible into shares of Common Stock during the 45-day period following the signing of the Underwriting Agreement. In addition, the Company has agreed not to effect or enter into an agreement to effect any issuance of Common Stock or any securities convertible into or exercisable or exchangeable for shares of Common Stock involving a Variable Rate Transaction (as defined in the Underwriting Agreement) until 180 days following the date of the Underwriting Agreement; provided that the entry into and/or issuance of shares in an “at the market” offering shall not be deemed a Variable Rate Transaction. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.

 

Upon the closing of the Offering, the Company agreed to issue to the Underwriter, or its designees, warrants (the “Underwriter Warrants”) to purchase up to 238,095 shares of Common Stock, or 5% of the total number of shares of Common Stock and Pre-Funded Warrants sold in the Offering. The Underwriter Warrants will be exercisable at an exercise price of $1.3125 per share and are exercisable during the five-year period commencing six months after the closing date of the Offering. In addition, pursuant to the terms of the Underwriting Agreement, the Underwriter shall be entitled to underwriting commissions and discounts of 8.0% of the aggregate gross proceeds of the Offering and reimbursement of expenses up to $125,000.

 

 

In connection with the Offering, on August 20, 2024, the Company entered into a warrant amendment agreement (the “Warrant Amendment Agreement”) with the investor in the Offering pursuant to which the Company agreed to amend the investor’s (i) warrants to purchase up to 2,536,586 shares of Common Stock at an exercise price of $5.00 per share issued in November of 2023 and (ii) warrants to purchase up to 2,199,975 shares of Common Stock at an exercise price of $4.125 per share issued in June of 2021 (together, the “Existing Warrants”), in consideration for such investor’s participation in the Offering and the payment of $0.125 per Existing Warrant (which amount is included in the $1.05 offering price above) to (i) lower the exercise price of the Existing Warrants to $0.7964 per share and (ii) amend the expiration date of the Existing Warrants to five years following the closing of the Offering, effective upon the closing of the Offering.

 

The foregoing descriptions of the Underwriting Agreement, the Warrants, the Pre-Funded Warrants, the Underwriter Warrants and the Warrant Amendment Agreement are not complete and are qualified in their entireties by reference to the full text of the Underwriting Agreement, the Form of Warrant, the Form of Pre-Funded Warrant, the Form of Underwriter Warrant and the Form of Warrant Amendment Agreement, which are filed as Exhibits 1.1, 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are incorporated herein by reference. A copy of the opinion of Lowenstein Sandler LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares, Warrants, Pre-Funded Warrants, Underwriter Warrants and the shares of Common Stock issuable upon exercise of the Warrants, Pre-Funded Warrants and Underwriter Warrants is attached as Exhibit 5.1 to this Current Report on Form 8-K.

 

 

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.

 

 

Statements contained in this Current Report on Form 8-K regarding matters that are not historical facts are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements may involve risks and uncertainties, such as statements related to the timing and anticipated closing of the Offering and the amount of proceeds expected from the Offering. The risks and uncertainties involved include general market conditions, the Company’s ability to satisfy certain conditions to closing on a timely basis or at all, as well as other risks detailed from time to time in the Company’s SEC filings, including in its Annual Report on Form 10-K filed with the SEC on April 15, 2024, and the final prospectus supplement relating to the Offering to be filed with the SEC.

 

 

 

(d) Exhibits.

 

 

+ Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted.

 

 

 

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.