Reviva Pharmaceuticals Holdings Inc美股招股说明书(2026-03-19版)

6,283,334 Shares of Common StockSeries G Common Warrants to Purchase up to 6,666,667 Shares of Common StockSeries H Common Warrants to Purchase up to 6,666,667 Shares of Common StockPre-Funded Warrants to Purchase up to 383,333 Shares of Common Stock(and the Shares of Common Stock underlying such Series G Common Warrants, Series H Common Warrants and Pre-Funded Warrants) We are offering 6,283,334 shares of our common stock, par value $0.0001 per share, together with Series G common warrants topurchase up to6,666,667 shares of common stock (the “Series G Common Warrants”) and Series H common warrants to purchaseup to6,666,667 shares of common stock (the “Series H Common Warrants” and together with the Series G Common Warrants, the“Common Warrants”). Each share of our common stock, or pre-funded warrant in lieu thereof (the “Pre-Funded Warrants”), isbeing sold together with (i) a Series G Common Warrant to purchase one share of common stock, and (ii) a Series H CommonWarrant to purchase one share of common stock. The shares of common stock (or Pre-Funded Warrants in lieu thereof) andCommon Warrants are immediately separable and will be issued separately in this offering but must be purchased together in thisoffering. The combined public offering price for each share of common stock and accompanying Series G Common Warrant to purchase oneshare of common stock and Series H Common Warrant to purchase one share of common stock is $1.50. Each Series G CommonWarrant has an exercise price of $1.50per share, is exercisable immediately and will expire five years from the date of issuance.Each Series H Common Warrant has an exercise price of $1.50per share, is exercisable immediately and will expire 12 monthsfrom the date of issuance. We are offering to those purchasers whose purchase of our common stock in this offering would otherwise result in such purchaser,together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser,9.99%) of our outstanding common stock immediately following the consummation of this offering, in lieu of purchasing commonstock, Pre-Funded Warrants to purchase up to an aggregate of 383,333 shares of our common stock. Each Pre-Funded Warrant willbe exercisable for one share of our common stock at any time at the option of the holder until such Pre-Funded Warrant isexercised in full, provided that the holder will be prohibited from exercising Pre-Funded Warrants for shares of our common stockif, as a result of such exercise, the holder, together with its affiliates, would own more than 4.99% (or, at the election of thepurchaser, 9.99%) of the total number of shares of our common stock then issued and outstanding. However, any holder mayincrease or decrease such percentage to any other percentage not in excess of 9.99%, provided that any increase in such percentageshall not be effective until 61 days after such notice to us. The purchase price of each Pre-Funded Warrant and accompanyingCommon Warrants is equal to the purchase price per share of common stock and accompanying Common Warrants in this offering,minus $0.0001, and the exercise price of each Pre-Funded Warrant will equal $0.0001 per share of common stock. Each Pre-Funded Warrant will be exercisable immediately upon issuance and does not expire. This offering also relates to (and thisprospectus supplement relates to) the shares of common stock issuable upon exercise of the Common Warrants and Pre-FundedWarrants 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 terminate on April13, 2026 unless completed sooner or unless we decide to terminate the offering (which we may do at any time in our discretion)prior to that date; however, our shares of common stock underlying the Common Warrants and the Pre-Funded Warrants will beoffered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). We expectto enter into a securities purchase agreement (the “Securities Purchase Agreement”), relating to the offering with those investorsthat choose to enter into such an agreement on the date of this prospectus supplement and that the closing of the offering will endone trading day after we first enter into such Securities Purchase Agreement relating to the offering. The offering will settledelivery versus payment/receipt versus payment (on the closing date we will issue the shares of common stock directly to theaccount(s) at the Placement Agent (as defined below) identified by each purchaser; upon receipt of such shares, the PlacementAgent shall promptly electronically deliver such shares to the applicable purchaser, and payment therefor shall be made by thePlacement Agent (or its clearing firm) by wire transfer 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 it