Reviva Pharmaceuticals Holdings Inc. filed SEC Form 8-K: Leadership Update

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Date of Report (Date of earliest event reported): September 15, 2024

 

(Exact name of registrant as specified in its charter)

 

 

 

Registrant’s telephone number, including area code: (408) 501-8881

 

(Former name or former address, if changed since last report.)

 

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).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

On September 15, 2024, the Compensation Committee (the “Committee”) of the Board of Directors of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) determined the amount of incentive bonuses earned by the Company’s named executive officers for fiscal 2023 based on the Committee’s assessment of performance criteria established by the Committee. In connection with such determination, the Committee awarded Dr. Laxminarayan Bhat, the Company’s President and Chief Executive Officer, and Narayan Prabhu, the Company’s Chief Financial Officer, incentive bonuses of $157,500 and $95,940, respectively, paid in lieu of cash payment in the form of immediately vested stock options having a substantially equivalent Black-Scholes value. As a result, in payment for the foregoing incentive bonuses, on September 15, 2024 (the “Grant Date”), the Committee granted Dr. Bhat and Mr. Prabhu immediately exercisable options under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) to purchase 158,451 and 96,519 shares of the Company’s common stock, respectively, at an exercise price of $1.20 per share, based on the closing price of the Company’s common stock on September 13, 2024, the most recent date preceding the Grant Date on which trades were recorded, in accordance with the terms of the 2020 Plan.

 

This incentive bonus compensation information was not reflected in the Summary Compensation Table included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the Securities and Exchange Commission on April 15, 2024 (the “Annual Report”), because the amount of the bonuses had not been determined at the time of filing the Annual Report. In accordance with Item 5.02(f) of Form 8-K, the table below updates the Non-Equity Incentive Plan Compensation and Total columns in the fiscal 2023 Summary Compensation Table for the named executive officers previously set forth in the Annual Report. No other amounts have changed.  

 

 

 

 

 

 

Also on the Grant Date, the Committee determined the amount of the incentive bonus earned for fiscal 2023 by Seema Bhat, the Company’s Vice President for Program & Portfolio Management and the spouse of Dr. Bhat, based on the Committee’s assessment of performance criteria established by the Committee. In connection with such determination, the Committee awarded Ms. Bhat a bonus of $77,376, paid in the form of immediately vested stock options in lieu of cash payment. As a result, in payment for Ms. Bhat’s incentive bonus, on the Grant Date, Ms. Bhat was granted by the Committee immediately exercisable options to purchase an aggregate of 77,843 shares of the Company’s common stock at an exercise price of $1.20 per share, based on the closing price of the Company’s common stock on September 13, 2024, the most recent date preceding the Grant Date on which trades were recorded, in accordance with the terms of the 2020 Plan.

 

 

 

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.