RVPHW Reviva Pharmaceuticals Holdings Inc

 

As filed with the Securities and Exchange Commission on May 17, 2024

 

 

Registration No. 333-     

---

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

---

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

---

 

REVIVA PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

---

 

Delaware	85-4306526
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
10080 N Wolfe Road, Suite SW3-200
Cupertino, CA	95014
(Address of Principal Executive Offices)	(Zip Code)

 

Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan

and

Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan

(Full title of the plans)

 

---

 

Laxminarayan Bhat

Chief Executive Officer

Reviva Pharmaceuticals Holdings, Inc.
10080 N Wolfe Road, Suite SW3-200

Cupertino, CA 95014

(Name and address of agent for service)

 

(408) 501-8881

(Telephone number, including area code, of agent for service)

---

 

Please send copies of all communications to:

 

Steven M. Skolnick, Esq.

Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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 7(a)(2)(B) of the Securities Act. ☐

 

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement is filed by Reviva Pharmaceuticals Holdings, Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable under the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). No additional shares of Common Stock are being registered for issuance under the Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). The number of shares of Common Stock available for issuance under the 2020 Plan is subject to an annual increase on January 1 of each year for a period of ten (10) years, in an amount equal to the lesser of (i) ten percent (10%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or (ii) such number of shares of Common Stock determined by the Board of Directors of the Company (the “Evergreen Provision”). This Registration Statement registers an aggregate of 2,791,856 additional shares of Common Stock available for issuance under the 2020 Plan as a result of the Evergreen Provision, which shares were automatically made so available on the first day of 2024, representing 10% of the total number of shares of Common Stock outstanding on December 31, 2023.

 

The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 1,443,329 shares of Common Stock registered for issuance under the 2020 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-270965) filed on March 30, 2023, and the 1,384,761 shares of Common Stock registered for issuance under the 2020 Plan and the 65,471 shares of Common Stock registered for issuance under the 2006 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-254551) filed on March 22, 2021. The information contained in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-254551 and 333-270965) is hereby incorporated by reference pursuant to General Instruction E. Any items in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-254551 and 333-270965) not expressly changed hereby shall be as set forth in the Company’s Registration Statements on Form S-8 (Registration Nos. 333-254551 and 333-270965). 

 

 

PART II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

(a)	The Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal year ended December 31, 2023, as filed with the Commission on April 15, 2024; and

 

(b)	The Company’s quarterly report on Form 10-Q filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the quarter ended March 31, 2024, as filed with the Commission on May 14, 2024;
(c)	The Company’s current reports on Form 8-K filed with the Commission on April 15, 2024, April 15, 2024 and May 15, 2024 (other than any portions thereof deemed furnished and not filed); and

 

(d)

The description of Common Stock contained in the Company’s Registration Statement on Form 8-A12B, as filed with the Commission on August 20, 2018 pursuant to Section 12(b) of the Exchange Act, as updated by the Description of Securities set forth on Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, as filed with the Commission on April 15, 2024, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

 

Item 8. Exhibits.

 

For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference.  

 

EXHIBIT INDEX

Exhibit No.		Exhibit
4.1		Amended and Restated Certificate of Incorporation (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 001-38634) as filed on December 18, 2020, and incorporated herein by reference).
4.2		Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38634) as filed on December 14, 2020, and incorporated herein by reference).
4.3		Specimen common stock certificate of the Company (filed as Exhibit 4.4 to the Company’s Form S-4 (File No. (333-245057) as filed on November 3, 2020, an incorporated herein by reference).
5.1*		Legal Opinion of Lowenstein Sandler LLP.
23.1*		Consent of Moss Adams LLP, independent registered public accounting firm.
23.2*		Consent of Armanino LLP.
23.3*		Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page).

 

99.1		Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
99.2		Form of Incentive Stock Option Grant Agreement (filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
99.3		Form of Nonqualified Stock Option Grant Agreement (filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
99.4		Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan (filed as Exhibit 10.16 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
99.5		First Amendment to Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan (filed as Exhibit 10.17 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
99.6		Form of Assumed Option (filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
107*		Filing Fee Table.

* Filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on May 17, 2024.

 

	Reviva Pharmaceuticals Holdings, Inc.
	By:	/s/ Laxminarayan Bhat
		Laxminarayan Bhat
		Chief Executive Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation, do hereby constitute and appoint each of Laxminarayan Bhat and Narayan Prabhu as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature		Title		Date
/s/ Laxminarayan Bhat		Chief Executive Officer and Director		May 17, 2024
Laxminarayan Bhat		(Principal Executive Officer)
/s/ Narayan Prabhu		Chief Financial Officer		May 17, 2024
Narayan Prabhu		(Principal Financial and Accounting Officer)
/s/ Parag Saxena		Chairman of the Board		May 17, 2024
Parag Saxena
/s/ Richard Margolin		Director		May 17, 2024
Richard Margolin
/s/ Purav Patel		Director		May 17, 2024
Purav Patel
/s/ Les Funtleyder		Director		May 17, 2024
Les Funtleyder

 

Exhibit 5.1

 

 

 

May 17, 2024

 

Reviva Pharmaceuticals Holdings, Inc.

19925 Stevens Creek Blvd., Suite 100

Cupertino, CA 95014

 

Ladies and Gentlemen:

 

We have acted as counsel to Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation (the “Company”), in connection with the Company’s filing on the date hereof with the U.S. Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the registration of 2,791,856 additional shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), issuable pursuant to the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “Plan”).

 

In connection with rendering this opinion, we have examined or are familiar with the Registration Statement and related prospectuses, the Plan, the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), the By-Laws of the Company, the corporate proceedings with respect to the authorization of the Registration Statement, and such other certificates, instruments and documents as we have considered necessary or appropriate for purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, conformity to the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to any facts material to our opinion, we have, when relevant facts were not independently established, relied upon the Registration Statement and the aforesaid records, certificates and documents.

 

We assume that the Company has sufficient unissued and unreserved shares of Common Stock (or will validly amend the Certificate of Incorporation, to authorize a sufficient number of shares of Common Stock prior to the issuance thereof) available for issuance as provided in the Registration Statement and any related amendment thereto or prospectus supplement.

 

Based upon such examination and review, we are of the opinion that the Shares, upon issuance and delivery as contemplated by the Plan, will be validly issued, fully paid and nonassessable outstanding shares of Common Stock.

 

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. We assume no obligation to advise you of facts or circumstances that come to our attention or changes in law that occur which could affect the opinions contained herein.

 

We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act, or the rules and regulations of the Commission promulgated thereunder.

 

	Very truly yours,
	/s/ Lowenstein Sandler LLP
	Lowenstein Sandler LLP

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Reviva Pharmaceuticals Holdings, Inc. (the “Company”), of our report dated April 15, 2024, relating to the consolidated financial statements of Reviva Pharmaceuticals Holdings, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to a going concern emphasis), appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023, filed with the Securities and Exchange Commission.

 

/s/ Moss Adams LLP

 

San Francisco, California

May 17, 2024

 

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2023, except for the effects of the restatement discussed in Note 2 (not presented herein) for which the date is April 15, 2024 relating to the consolidated financial statements (as restated), which appears in Reviva Pharmaceuticals Holdings, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

 

 

/s/ Armanino LLP San Ramon, California

 

May 17, 2024

 

Exhibit 107

 

CALCULATION OF FILING FEE TABLE

 

Form S-8

(Form Type)

 

Reviva Pharmaceuticals Holdings, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule		Amount Registered (1)(2)				Proposed Maximum Offering Price Per Share (3)				Maximum Aggregate Offering Price (3)				Fee Rate				Amount of Registration Fee (3)
Equity	Common stock, $0.0001 par value per share (1)(2)	Rule 457(c) and Rule 457(h)			2,791,856			$	1.74			$	4,857,829.44				0.00014760			$	717.02
Total Offering Amounts												$	4,857,829.44							$	717.02
Total Fee Offsets (4)																					−
Net Fee Due																				$	717.02

(1)

Covers 2,791,856 shares of common stock, par value $0.0001 per share (the “Common Stock”), issuable under the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). In addition, pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement also covers any additional shares of Common Stock that become issuable under the 2020 Plan in respect of the securities identified in the above table by reason of any stock split, stock dividend, antidilution provisions, and similar transactions.

(2)

Represents an automatic annual increase on January 1, 2024 to the number of shares of Common Stock reserved for issuance under the 2020 Plan, which annual increase is provided for in the 2020 Plan.

(3)

Pursuant to Rules 457(c) and 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price are estimated for the purpose of calculating the amount of the registration fee and are based on the average of the high and low sales price on the NASDAQ Capital Market on May 14, 2024.

(4)

The Registrant does not have any fee offsets.

 

---