RVPH Board Amends Bylaws to Reduce Quorum to One-Third

Rhea-AI Filing Summary

Reviva Pharmaceuticals Holdings, Inc. amended its Bylaws on September 26, 2025 to lower the quorum for stockholder meetings from a majority of voting power to one-third (33 1/3%) of the voting power outstanding and entitled to vote, as present in person, by remote communication, or by proxy, except where a higher quorum is required by law or the certificate of incorporation or bylaws. The amendment was approved by the Board and the full text is filed as Exhibit 3.1.

Positive

• Reduces likelihood of adjourned meetings by allowing business to proceed with a lower quorum threshold
• Enables quicker corporate decision-making when shareholder participation is low, including remote or proxy participation

Negative

• Lowered shareholder participation requirement from a majority to 33 1/3% potentially weakens minority shareholder influence
• Increases governance risk because a smaller voting group can transact business and approve proposals with less broad support

Insights

Corporate Governance Expert

TL;DR: Lowering quorum to one-third makes it easier to transact business but may weaken minority shareholder protections.

The reduction of the quorum threshold from a majority to 33 1/3% materially changes meeting governance. Practically, fewer shareholders need to participate to constitute a valid meeting, which reduces the likelihood of adjournments for lack of quorum and can streamline corporate actions. However, this change also lowers the bar for those present (in person, remotely, or by proxy) to approve matters, potentially making it easier for a coordinated voting bloc to pass proposals without broader shareholder participation. The full text of the amendment should be reviewed to confirm any related procedural changes and exceptions.

Securities Analyst

TL;DR: Governance amendment is operationally significant but not an immediate financial event.

From an investor perspective, the bylaw change affects corporate governance risk more than near-term financials. Lowering the quorum can reduce administrative costs and delays associated with repeated meeting adjournments, which is operationally positive. Offsetting this, the amendment may increase governance risk by enabling decisive outcomes with a smaller shareholder turnout, which could influence future corporate decisions that affect shareholder value. No financial statements or transactions accompany this filing.

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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

September 26, 2025

Date of report (Date of earliest event reported)

REVIVA PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38634	85-4306526
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

10080 N Wolfe Road, Suite SW3-200, Cupertino, CA		95014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 501-8881

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ 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. ☐

--12-31

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 26, 2025, the Board of Directors of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) approved and adopted, effective as of that date, an amendment (the “Amendment”) to the Company’s Bylaws, as originally adopted and effective as of December 11, 2020 (the “Bylaws”). The Amendment reduces the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise required by law or by the Company’s Amended and Restated Certificate of Incorporation, as amended, or Bylaws, to one-third (33⅓%) of the voting power of the stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy. The Bylaws previously provided that a majority in voting power of the shares entitled to vote at the meeting, present in person or represented by proxy, would constitute a quorum at all meetings of the Company’s stockholders for the transaction of business.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. 

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amendment No. 1, as adopted and approved by the Board of Directors on September 26, 2025, to the Bylaws of Reviva Pharmaceuticals Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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.
Date: September 26, 2025	By:	/s/ Narayan Prabhu
		Narayan Prabhu
		Chief Financial Officer

FAQ

What change to the bylaws did Reviva Pharmaceuticals (RVPH) make?

The Board approved an amendment lowering the quorum for stockholder meetings from a majority of voting power to one-third (33 1/3%) of the voting power outstanding and entitled to vote.

When was the bylaw amendment adopted?

The amendment was approved and adopted by the Board on September 26, 2025.

Does the amendment affect all matters at meetings?

The amendment lowers the quorum for transaction of business generally, except where law or the company’s certificate of incorporation or bylaws require a higher quorum.

Where can I read the full text of the amendment?

The full text of the amendment is filed as Exhibit 3.1 to the current report and is incorporated by reference.

Does this filing include financial statements or other transactions?

No. The filing only discloses the bylaw amendment and lists Exhibit 3.1; there are no financial statements, earnings data, or transactions included.