Reviva Pharmaceuticals Holdings Inc美股招股说明书(2025-09-19版)

27,000,000 Shares of Common StockSeries E Common Warrants to Purchase up to27,000,000 Shares of Common StockSeries F Common Warrants to Purchase up to27,000,000 Shares of Common Stock(and the Shares of Common Stock underlying such Series E Common Warrants and Series F Common Warrants) We are offering 27,000,000 shares of our common stock, par value $0.0001 per share, together with Series E common warrants topurchase up to27,000,000 shares of common stock (the “Series E Common Warrants”) and Series F common warrants to purchaseup to27,000,000 shares of common stock (the “Series F Common Warrants” and together with the Series E Common Warrants, the“Common Warrants”). Each share of our common stock is being sold together with (i) a Series E Common Warrant to purchaseone share of common stock, and (ii) a Series F Common Warrant to purchase one share of common stock. The shares of commonstock and Common Warrants are immediately separable and will be issued separately in this offering but must be purchasedtogether in this offering. The combined public offering price for each share of common stock and accompanying Series E Common Warrant to purchase oneshare of common stock and Series F Common Warrant to purchase one share of common stock is $0.335. Each Series E CommonWarrant has an exercise price of $0.335per share, is exercisable immediately and will expire five years from the date of issuance.Each Series F Common Warrant has an exercise price of $0.335per share, is exercisable immediately and will expire 12 monthsfrom the date of issuance. This offering also relates to (and this prospectus supplement relates to) the shares of common stock issuable upon exercise of theCommon Warrants sold in this offering. The securities will be offered at a fixed price and are expected to be issued in a single closing. The offering will terminateonSeptember 29, 2025 unless completed sooner or unless we decide to terminate the offering (which we may do at any time in ourdiscretion) prior to that date; however, our shares of common stock underlying the Common Warrants will be offered on acontinuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). We have entered into asecurities purchase agreement (the “Securities Purchase Agreement”), relating to the offering with those investors that chose toenter into such an agreement on the date of this prospectus supplement. The offering will settle delivery versus payment/receiptversus payment (on the closing date we will issue the shares of common stock directly to the account(s) at the Placement Agent (asdefined below) identified by each purchaser; upon receipt of such shares, the Placement Agent shall promptly electronically deliversuch shares to the applicable purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wiretransfer to us). We have engaged A.G.P./Alliance Global Partners (“A.G.P.” or the “Placement Agent”), as our sole Placement Agent, to use itsbest efforts to solicit offers to purchase our securities in this offering. The Placement Agent has no obligation to purchase anysecurities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there isno minimum offering amount required as a condition to closing in this offering, the actual public offering amount, PlacementAgent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximumoffering amounts set forth in this prospectus supplement. We have agreed to pay the Placement Agent the Placement Agent fees setforth in the table below. Since we will deliver the securities to be issued in this offering upon our receipt of investor funds, there isno arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement as acondition of closing of this offering. Because there is no minimum offering amount required as a condition to closing in thisoffering, we may sell fewer than all of the securities offered hereby, which may significantly reduce the amount of proceedsreceived by us, and investors in this offering will not receive a refund in the event that we do not sell an amount of securitiessufficient to pursue our business goals described in this prospectus supplement. In addition, because there is no escrow account,trust or similar arrangement and no minimum offering amount, investors could be in a position where they have invested in ourcompany, but we are unable to fulfill all of our contemplated objectives due to a lack of interest in this offering. Further, anyproceeds from the sale of securities offered by us will be available for our immediate use, despite uncertainty about whether wewould be able to use such funds to effectively implement our business plan. We will bear all costs associated with the offering. Seethe “Plan of Distribution” section of this prospectus