Reviva Pharmaceuticals (RVPH) Prices 4.76M Share Offering at $1.05/sh

Reviva Pharmaceuticals Holdings, Inc. (NASDAQ: RVPH) (“Reviva” or the “Company”), a late-stage pharmaceutical company developing therapies that seek to address unmet medical needs in the areas of central nervous system (CNS), inflammatory and cardiometabolic diseases, today announced the pricing of an underwritten offering of 4,761,905 shares of the Company’s common stock (or pre-funded warrants in lieu thereof) and investor warrants to purchase up to 4,761,905 shares of common stock. The combined offering price of each share of common stock and accompanying warrant sold in the offering (including the pricing for the warrant repricing described below) will be equal to $1.05, priced at-the-market under the Nasdaq rules. The combined offering price of each pre-funded warrant and accompanying warrant sold in the offering will be equal to $1.0499. The warrants have an exercise price of $0.7964 per share, will be immediately exercisable and will expire five years following the date of issuance. The pre-funded warrants have an exercise price of $0.0001 per share, will be immediately exercisable and may be exercised at any time after their original issuance. The offering is expected to close on or about August 22, 2024, subject to customary closing conditions.

Reviva expects to receive aggregate gross proceeds from the offering of approximately $5.0 million, excluding underwriting discounts and commissions and other offering-related expenses.

Reviva intends to use the net proceeds from the offering, together with its existing cash and cash equivalents, to fund research and development activities, including the Company’s registrational global, randomized 4-week Phase 3 RECOVER-2 trial, and for working capital and other general corporate purposes.

Titan Partners Group, a division of American Capital Partners, is acting as sole bookrunner for the offering.

The Company also has agreed that certain existing warrants held by the investor in the offering to purchase up to an aggregate of 4,736,561 shares of the Company’s common stock that were previously issued to the investor in November 2023 and June 2021, with an exercise price of $5.00 and $4.125 per share, respectively, will be amended for $0.125 per amended warrant, effective upon the closing of the offering, so that the amended warrants will have a reduced exercise price of $0.7964 per share and will expire five years following the closing of the offering.

The securities described above are being offered by Reviva pursuant to a shelf registration statement on Form S-3 (File No. 333-262348), which was previously filed with the Securities and Exchange Commission (“SEC”) on January 26, 2022 and became effective on February 2, 2022. The securities may be offered only by means of a prospectus and prospectus supplement that form a part of the registration statement. A final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at www.sec.gov. When available, copies of the final prospectus supplement and the accompanying base prospectus may be obtained for free by contacting Titan Partners Group LLC, a division of American Capital Partners, LLC, 4 World Trade Center, 29th Floor, New York, NY 10007, by phone at (929) 833-1246 or by email at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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