false 0001742927 0001742927 2025-02-13 2025-02-13 0001742927 rvph:CommonStockCustomMember 2025-02-13 2025-02-13 0001742927 rvph:WarrantsToPurchaseOneShareOfCommonStockCustomMember 2025-02-13 2025-02-13
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): February 13, 2025
 
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
  
001-38634
  
85-4306526
(State or other jurisdiction
  
(Commission
  
(IRS Employer
of incorporation)
  
File Number)
  
Identification No.)
 
10080 N. Wolfe Rd., Suite SW3-200
Cupertino, CA
  
95014
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 501-8881
 
N/A
(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):
 
☐
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
On February 13, 2025, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Reviva Pharmaceuticals Holdings, Inc. (the “Company”), approved the compensation arrangements described below with (i) the Company’s named executive officers, consisting of Dr. Laxminarayan Bhat, the Company’s President and Chief Executive Officer and a director of the Company, and Narayan Prabhu, the Company’s Chief Financial Officer, and (ii) Ms. Seema Bhat, the Company’s Vice President for Program & Portfolio Management who is the spouse of Dr. Bhat:
 
Base Salary Adjustments. The Compensation Committee approved an increase in Dr. Bhat’s base salary to $565,000, Mr. Prabhu’s base salary to $330,000, and Ms. Bhat’s base salary to $340,000. The increases were effective retroactive to January 1, 2025.
 
2024 Bonus Determinations. The Compensation Committee approved cash bonus payments in respect of fiscal year 2024, awarding Dr. Bhat a $157,500 bonus, Mr. Prabhu a $79,950 bonus, and Ms. Bhat a $77,500 bonus.
 
2025 Bonus Target Eligibility. The Compensation Committee set target levels for 2025 bonuses, determining that the following individuals will be eligible to earn discretionary bonuses for fiscal year 2025 on the basis of the following targets: Dr. Bhat, target level of 50% of base salary; Mr. Prabhu, target level of 41% of base salary; and Ms. Bhat, target level of 32% of base salary; in each case, subject to the satisfaction of certain subjective and/or objective criteria established and approved by the Compensation Committee.
 
Option Grants. The Compensation Committee approved the following option grants, each of which has an exercise price of $1.80 per share, the closing price of the Company’s common stock (“Common Stock”) as reported on The Nasdaq Capital Market on February 13, 2025 (the “Grant Date”) in accordance with the terms of the Company’s 2020 Equity Incentive Plan: Dr. Bhat, option to purchase 519,000 shares of Common Stock; Mr. Prabhu, option to purchase 194,250 shares of Common Stock; and Ms. Bhat, option to purchase 181,500 shares of Common Stock. Each option award is immediately vested as to approximately 42% of the shares subject thereto on the Grant Date, and will vest as to the remainder of the shares subject thereto in specified monthly installments over the period from March 2025 through December 2027.
 
 
 
 
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.
     
Dated: February 18, 2025
By:
/s/ Narayan Prabhu
 
Name:
Narayan Prabhu
 
Title:
Chief Financial Officer
 
 
 
 
v3.25.0.1
Document And Entity Information
Feb. 13, 2025
Document Information [Line Items]  
Entity, Registrant Name REVIVA PHARMACEUTICALS HOLDINGS, INC.
Document, Type 8-K
Document, Period End Date Feb. 13, 2025
Entity, Incorporation, State or Country Code DE
Entity, File Number 001-38634
Entity, Tax Identification Number 85-4306526
Entity, Address, Address Line One 10080 N. Wolfe Rd., Suite SW3-200
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 false
Amendment Flag false
Entity, Central Index Key 0001742927
CommonStock Custom [Member]  
Document Information [Line Items]  
Title of 12(b) Security Common Stock
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:RVPHW)
Historical Stock Chart
From Jan 2025 to Feb 2025 Click Here for more Reviva Pharmaceuticals Charts.
Reviva Pharmaceuticals (NASDAQ:RVPHW)
Historical Stock Chart
From Feb 2024 to Feb 2025 Click Here for more Reviva Pharmaceuticals Charts.