Reviva Pharmaceuticals Holdings, Inc. Announces Pricing of $9 Million Public Offering

Rhea-AI Summary

Reviva Pharmaceuticals (NASDAQ: RVPH), a late-stage pharmaceutical company focused on CNS, inflammatory and cardiometabolic diseases, has announced the pricing of a $9 million public offering. The offering includes 27 million shares of common stock (or equivalents) along with Series E and F warrants, priced at $0.335 per share and accompanying warrants.

The Series E warrants will expire in 5 years while Series F warrants will expire in 12 months, both with an exercise price of $0.335 per share. The offering is expected to close around September 22, 2025. Proceeds will support research and development activities and general corporate purposes. A.G.P./Alliance Global Partners is serving as the sole placement agent.

Positive

• Net proceeds will fund research and development activities
• Support from both existing and new healthcare focused institutional investors

Negative

• Significant dilution with 27 million new shares being offered
• Offering price of $0.335 per share indicates a relatively low valuation
• Additional potential dilution from 54 million warrant shares

Insights

Biotech Financial Analyst

Reviva's $9M offering at $0.335 per share with warrants significantly dilutes shareholders while providing critical operating capital.

Reviva Pharmaceuticals has priced a $9 million public offering at $0.335 per share, representing a substantial capital raise for the late-stage pharmaceutical company. The structure includes 27 million shares paired with both 5-year Series E warrants and 12-month Series F warrants (each allowing purchase of an additional 27 million shares at $0.335).

The pricing signals significant dilution for existing shareholders, as the $0.335 price point likely represents a discount to recent trading levels. More concerning is the warrant structure, which could potentially lead to additional dilution of up to 54 million more shares if fully exercised. This offering effectively creates substantial new share issuance in a company developing CNS, inflammatory, and cardiometabolic disease therapies.

While dilutive, this capital infusion provides Reviva with essential funding for its research and development pipeline and general working capital. For a late-stage pharmaceutical company, this financing is crucial to advance clinical programs through expensive later-stage trials. The company's ability to attract both existing and new healthcare-focused institutional investors suggests some level of confidence in Reviva's pipeline potential despite the dilutive financing terms.

The offering is expected to close around September 22, 2025, pending customary conditions. A.G.P./Alliance Global Partners is serving as the sole placement agent, indicating this was likely a registered direct offering rather than a traditional public offering with broader distribution.

CUPERTINO, Calif., Sept. 18, 2025 (GLOBE NEWSWIRE) -- Reviva Pharmaceuticals Holdings, Inc. (NASDAQ: RVPH) (“Reviva” or the “Company”), a late-stage pharmaceutical company developing therapies that seek to address unmet medical needs in the areas of central nervous system (CNS), inflammatory and cardiometabolic diseases, today announced the pricing of its previously announced public offering with existing and new healthcare focused institutional investors for the purchase and sale of 27,000,000 shares of its common stock (or common stock equivalents in lieu thereof) together with Series E warrants to purchase up to 27,000,000 shares of common stock (the "Series E Warrants") and Series F warrants to purchase up to 27,000,000 shares of common stock (the "Series F Warrants"), at a combined offering price of $0.335 per share and accompanying warrants, for aggregate gross proceeds of approximately $9 million before deducting placement agent fees and other offering expenses.

The Series E Warrants and the Series F Warrants will have an exercise price of $0.335 per share. The Series E Warrants will be exercisable immediately and will expire five years from the issuance date. The Series F Warrants will be exercisable immediately and will expire 12 months from the issuance date.

The closing of the offering is expected to occur on or about September 22, 2025, subject to the satisfaction of customary closing conditions. The Company currently intends to use the net proceeds from the offering to fund research and development activities and for working capital and other general corporate purposes.

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.

The securities are being offered pursuant to an effective shelf registration statement on Form S-3 (File No. 333-276848), including a base prospectus, filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 2, 2024, and declared effective by the SEC on February 13, 2024. A preliminary prospectus supplement related to the offering has been filed with the SEC and is available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and accompanying base prospectus, when available, may be obtained from A.G.P./Alliance Global Partners, 590 Madison Avenue, 28th Floor, New York, NY 10022, or by telephone at (212) 624-2060, or by email at prospectus@allianceg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Reviva

Reviva is a late-stage biopharmaceutical company that discovers, develops, and seeks to commercialize next-generation therapeutics for diseases representing unmet medical needs and burdens to society, patients, and their families. Reviva’s current pipeline focuses on the central nervous system (CNS), inflammatory and cardiometabolic diseases. Reviva’s pipeline currently includes two drug candidates, brilaroxazine (RP5063) and RP1208. Both are new chemical entities discovered in-house. Reviva has been granted composition of matter patents for both brilaroxazine and RP1208 in the United States, Europe, and several other countries.

Forward-Looking Statements

This release contains “forward-looking statements” made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements are typically preceded by words such as “believes,” “expects,” “anticipates,” “intends,” “will,” “may,” “should,” or similar expressions. These forward-looking statements reflect management’s current knowledge, assumptions, judgment and expectations regarding future performance or events. Although management believes that the expectations reflected in such statements are reasonable, they give no assurance that such expectations will prove to be correct or that those goals will be achieved, and you should be aware that actual results could differ materially from those contained in the forward-looking statements. Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, risks associated with the satisfaction of customary closing conditions related to the offering and uncertainties related to the closing, and use of proceeds from the proposed offering. For a further description of the risks and uncertainties that could cause actual results to differ from those expressed in these forward-looking statements, as well as risks relating to the Company’s business in general, please refer to the Company’s final prospectus supplement to be filed with the SEC, and the documents incorporated by reference therein, including the Company’s Form 10-K for the year ended December 31, 2024 and Forms 10-Q for the quarters ended March 31, 2025 and June 30, 2025.

All forward-looking statements are expressly qualified in their entirety by this cautionary notice. You are cautioned not to place undue reliance on any forward-looking statements, which speak only as of the date of this release. We have no obligation, and expressly disclaim any obligation, to update, revise or correct any of the forward-looking statements, whether as a result of new information, future events or otherwise.

REVIVA CONTACTS:

Corporate Contact:
Reviva Pharmaceuticals Holdings, Inc.
Laxminarayan Bhat, PhD
www.revivapharma.com

Investor Relations Contact:
LifeSci Advisors, LLC
PJ Kelleher
pkelleher@lifesciadvisors.com

FAQ

What is the size and price of Reviva Pharmaceuticals (RVPH) September 2025 public offering?

Reviva priced a $9 million public offering at $0.335 per share, including 27 million shares and accompanying Series E and F warrants.

How will RVPH use the proceeds from its September 2025 offering?

Reviva intends to use the net proceeds to fund research and development activities and for working capital and general corporate purposes.

What are the terms of RVPH's Series E and F warrants in the September 2025 offering?

Both Series E and F warrants have an exercise price of $0.335. Series E warrants expire in 5 years, while Series F warrants expire in 12 months from issuance.

When will Reviva's September 2025 public offering close?

The offering is expected to close on or about September 22, 2025, subject to customary closing conditions.

Who is the placement agent for RVPH's September 2025 offering?

A.G.P./Alliance Global Partners is acting as the sole placement agent for the offering.