REVIVA PHARMACEUTICALS HOLDINGS, INC. 8-K

What Happened

• Reviva Pharmaceuticals Holdings, Inc. announced on March 18, 2026 that it agreed to a registered public offering expected to close on or about March 20, 2026, to raise $10.0 million gross ($~9.0M net). The offering consists of 6,283,334 shares of common stock, pre‑funded warrants exercisable for up to 383,333 shares, Series G warrants exercisable for up to 6,666,667 shares, and Series H warrants exercisable for up to 6,666,667 shares. Each common share is sold with one Series G warrant and one Series H warrant at $1.50 combined; pre‑funded units are $1.4999. Net proceeds are intended to fund R&D (including the planned RECOVER‑2 Phase 3 trial for brilaroxazine in schizophrenia) and general corporate purposes.

Key Details

• Gross proceeds: $10.0 million; estimated net proceeds: approximately $9.0 million after placement agent fees and expenses.
• Pricing and terms: common + warrants at $1.50 per unit; pre‑funded unit at $1.4999. Pre‑funded warrant exercise price $0.0001; Series G warrants: $1.50 exercise, 5‑year term; Series H warrants: $1.50 exercise, 1‑year term.
• Placement agent: A.G.P./Alliance Global Partners; placement fee = 7.0% of gross proceeds (3.0% for certain investors as agreed), plus reimbursement of certain expenses.
• Holder protections/limits: cashless exercise only if registration unavailable; ownership cap on exercises at 4.99% (option to elect up to 9.99%); 60‑day issuance restrictions after closing with specific ATM and Variable Rate Transaction carveouts.

Why It Matters

• The financing provides Reviva with additional near‑term capital (net ~ $9M) to advance its brilaroxazine Phase 3 program and support operations. For investors, the offering dilutes existing shareholders because new shares and a large number of warrants are being issued; the warrants, if exercised, could further increase share count. Placement fees and the structure (pre‑funded warrants and ownership caps) affect immediate dilution dynamics and who can increase positions after closing. The company’s use of proceeds focused on R&D links this raise directly to clinical development milestones (RECOVER‑2).