Reviva Pharmaceuticals Holdings Inc 2024年度报告

or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from____to ____ Commission file number:001-38634 Reviva Pharmaceuticals Holdings, Inc.(Exact name of registrant as specified in its charter) Delaware(State or other jurisdiction ofincorporation or organization) 85-4306526 (I.R.S. Employer Identification No.) 10080 N. Wolfe Road, Suite SW3-200Cupertino,CA(Address of principal executive offices) 95014(Zip Code) (408)501-8881(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Trading Symbol(s)RVPHRVPHW Name of each exchange on which registeredTheNasdaqCapital MarketTheNasdaqCapital Market Common Stock, par value $0.0001 per shareWarrants to purchase one share of Common Stock Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐ Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))by the registered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, based on theclosing price of a share of the registrant’s common stock on June 28, 2024 as reported by the Nasdaq Capital Market on such date,was approximately $31.8million. This calculation does not reflect a determination that certain persons are affiliates of theregistrant for any other purpose. As of March 14, 2025 the number of outstanding shares of the registrant’s common stock, par value $0.0001 per share, was46,739,949. DOCUMENTS INCORPORATED BY REFERENCE None. REVIVA PHARMACEUTICALS HOLDINGS, INC.TABLE OF CONTENTS PageCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS1 PartIII101Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE101Item 11.EXECUTIVE COMPENSATION107Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATEDSTOCKHOLDER MATTERS113Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE116Item 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES118 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This report on Form 10-K contains forward-looking statements made pursuant to the safe harbor provisions of the PrivateSecurities Litigation Reform Act of 1995 under Section 27A of the Securities Act of 1933, as amended, and Section 21E of theSecurities Exchange Act of 1934, as amended (the “Exchange Act”). Our forward-looking statements include, but are not limitedto, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. Inaddition, any statements that refer to projections, forecasts or other characterizations of future ev