false 0001742927 0001742927 2023-10-04 2023-10-04 0001742927 rvph:CommonStockParValue00001PerShareCustomMember 2023-10-04 2023-10-04 0001742927 rvph:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2023-10-04 2023-10-04
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 8-K
   
CURRENT REPORT
 
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): October 4, 2023
 
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38634
85-4306526
(State or other jurisdiction of
incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
 
19925 Stevens Creek Blvd., Suite 100, Cupertino, CA
  
95014
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 501-8881
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
  
RVPH
  
Nasdaq Capital Market
Warrants to purchase one share of Common Stock
  
RVPHW
  
Nasdaq Capital Market
 
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. ☐
 
 
 
 
Item 4.01. Changes in Registrant's Certifying Accountant.
 
As previously disclosed by Reviva Pharmaceutical Holdings, Inc. (the “Company”) in its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on July 24, 2023, the Company was informed on July 18, 2023 by Armanino LLP (“Armanino”), the Company’s current independent registered public accounting firm, that Armanino would decline to stand for re-appointment after completion of Armanino’s review procedures on the unaudited financial statements of the Company as of and for the three and nine months ended September 30, 2023. Armanino advised the Company that its decision not to stand for reappointment was due to Armanino’s transition away from providing financial statement audit services to public companies. In light of Armanino’s determination, the Audit Committee of the Company’s Board of Directors initiated a process to select a new accounting firm to serve as the Company’s independent registered public accountant.
 
On October 4, 2023, the Audit Committee of the Company’s Board of Directors appointed Moss Adams LLP (“Moss Adams”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2023. Moss Adams’ engagement, which commences with the audit of the Company’s financial statements for the fiscal year ending December 31, 2023, will not affect Armanino’s review of the Company’s unaudited financial statements for the third quarter of 2023, which Armanino remains engaged to complete. Armanino’s engagement and tenure as the Company’s independent registered public accounting firm will end upon completion of Armanino’s review procedures on the unaudited financial statements of the Company as of and for the three and nine months ending September 30, 2023 and the filing with the SEC of the Company’s Quarterly Report on Form 10-Q for such period.
 
During the Company’s two most recent fiscal years ended December 31, 2021 and 2022, and the subsequent interim period through October 4, 2023, the date of Moss Adams’ engagement, neither the Company nor anyone acting on its behalf consulted with Moss Adams regarding either of the following: (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Moss Adams concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.
 
Armanino’s audit reports on the Company's consolidated financial statements as of and for the years ended December 31, 2021 and 2022 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except the audit report for the fiscal year ended December 31, 2022 contained a “going concern” explanatory paragraph. During the years ended December 31, 2021 and 2022, and during the subsequent interim period through October 4, 2023, there were no (a) disagreements with Armanino on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Armanino's satisfaction, would have caused Armanino to make reference to the subject matter thereof in connection with its reports for such periods; or (b) reportable events, as described under Item 304(a)(1)(v) of Regulation S-K.
 
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided Armanino with a copy of the disclosures it is making in this Current Report on Form 8-K and requested from Armanino a letter addressed to the Securities and Exchange Commission indicating whether it agrees with such disclosures. A copy of Armanino’s letter dated October 4, 2023 is attached as Exhibit 16.1 hereto.
 
 
 
 
Item 9.01: Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
  
Description
     
16.1
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURES
 
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.
 
 
REVIVA PHARMACEUTICALS HOLDINGS, INC.
  
       
       
Date: October 4, 2023
By:
/s/ Narayan Prabhu
  
   
Narayan Prabhu
  
   
Chief Financial Officer
  
 
 
 

 

Exhibit 16.1

 

October 4, 2023

 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

 

Commissioners:

 

We have read Item 4.01 of the Current Report on Form 8-K of Reviva Pharmaceuticals Holdings, Inc. dated October 4, 2023, which we understand will be filed with the Securities and Exchange Commission, and we agree with the statements concerning our firm contained in such Form 8-K. We have no basis to agree or disagree with other statements of the registrant contained therein.

 

Very truly yours,

 

/s/ Armanino LLP

 

Armanino LLP

San Ramon, California

 

 

 
v3.23.3
Document And Entity Information
Oct. 04, 2023
Document Information [Line Items]  
Entity, Registrant Name REVIVA PHARMACEUTICALS HOLDINGS, INC.
Document, Type 8-K
Document, Period End Date Oct. 04, 2023
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-38634
Entity, Tax Identification Number 85-4306526
Entity, Address, Address Line One 19925 Stevens Creek Blvd., Suite 100
Entity, Address, City or Town Cupertino
Entity, Address, State or Province CA
Entity, Address, Postal Zip Code 95014
City Area Code 408
Local Phone Number 501-8881
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity, Emerging Growth Company true
Entity, Ex Transition Period false
Amendment Flag false
Entity, Central Index Key 0001742927
CommonStockParValue00001PerShare Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock, par value $0.0001 per share
Trading Symbol RVPH
Security Exchange Name NASDAQ
WarrantsToPurchaseOneShareOfCommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Warrants to purchase one share of Common Stock
Trading Symbol RVPHW
Security Exchange Name NASDAQ
Reviva Pharmaceuticals (NASDAQ:RVPH)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Reviva Pharmaceuticals Charts.
Reviva Pharmaceuticals (NASDAQ:RVPH)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Reviva Pharmaceuticals Charts.