8-K - Reviva Pharmaceuticals Holdings, Inc. | StockGist

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Reviva Pharmaceuticals Holdings, Inc. entered into a securities purchase agreement on March 18, 2026, for a registered public offering of 6,283,334 common shares, pre-funded warrants for 383,333 shares, and Series G and H warrants each for 6,666,667 shares at $1.50 per share and warrants, yielding $10 million gross proceeds. Net proceeds of approximately $9 million will fund R&D including the RECOVER-2 Phase 3 trial for brilaroxazine in schizophrenia, working capital, and general corporate purposes.

Key Takeaways

1Entered securities purchase agreement with institutional investors for $10.0 million gross proceeds

2Issued 6,283,334 common shares and pre-funded warrants for 383,333 shares

3Series G Warrants: exercisable immediately for 6,666,667 shares at $1.50, 5-year term

4Series H Warrants: exercisable immediately for 6,666,667 shares at $1.50, 1-year term

5Placement agent A.G.P./Alliance Global Partners receives 7.0% fee (3.0% for certain investors)

6Offering closes on or about March 20, 2026, subject to customary conditions

Current Report Details

Event Type

Material Agreement

Regulation Fd

Exhibits Only

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

. Entry into a Material Definitive Agreement. Registered Public Offering On March 18, 2026, Reviva Pharmaceuticals Holdings, Inc. (the “Company”) entered into a

Material Agreement

$10.0M$1.50$1.50$1.50

Source Document

7.01

, including the information contained in Exhibits 99.1 and 99.2, is being furnished to the SEC and shall not be deemed to be “filed” for the purposes of Section

Regulation Fd

9.01

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Pre-Funded Warrant. 4.2 Form of Series G Warrant. 4.3 Form of Series H Warr

Exhibits Only

Source Document

Transaction Details

Material Agreement

Agreement: Securities Purchase AgreementPlacement Agency Agreement
Parties: Reviva Pharmaceuticals Holdings, Inc., Certain institutional investors, A.G.P./Alliance Global Partners (Placement Agent)

•Aggregate gross proceeds of $10.0 million; net proceeds approximately $9.0 million after fees and expenses
•Common Stock sold at combined price of $1.50 per share and accompanying Series G and H Warrants
•Pre-Funded Warrants at $1.4999 each, exercisable at $0.0001 per share, expire when exercised
•Series G Warrants: 5-year term, immediate exercise at $1.50
•Series H Warrants: 1-year term, immediate exercise at $1.50
•Ownership limit: 4.99% or 9.99% of outstanding Common Stock
•Restrictions: 60 days on Common Stock issuances; 6 months no Variable Rate Transactions (ATM exception after 30 days)
•Placement agent cash fee: 7.0% of gross proceeds (3.0% for certain investors); expenses up to $90,000

Exhibits (9)

10.1

EXHIBIT 10.1

10.2

EXHIBIT 10.2

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

4.3

EXHIBIT 4.3

5.1

EXHIBIT 5.1

8-K

FORM 8-K

99.1

EXHIBIT 99.1

99.2

EXHIBIT 99.2