Reviva Announces $3 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules
Reviva Pharmaceuticals Holdings announced a $3 million direct offering for 1,898,734 shares of common stock and warrants, each priced at $1.58 per share. The warrants, priced at $1.455 per share, will expire in five years. The offering is set to close on May 29, 2024, pending customary conditions. H.C. Wainwright & Co. is the exclusive placement agent. Gross proceeds will fund the Phase 3 RECOVER-2 trial, working capital, and other corporate needs. Previously issued warrants will be amended to a reduced exercise price of $1.455 per share, effective upon closing.
- Gross proceeds of $3 million to support Phase 3 RECOVER-2 trial and corporate needs.
- Warrants exercisable at a reduced price of $1.455 per share, potentially increasing investor participation.
- Immediate liquidity through direct offering, aiding financial stability.
- Potential shareholder dilution with the issuance of 1,898,734 shares and accompanying warrants.
- Adjustment of existing warrants from $5.00 to $1.455 per share may indicate prior overvaluation.
- The offering price of $1.58 per share may be seen as undervaluing the stock.
Insights
Reviva Pharmaceuticals' recent registered direct offering of
From a financial standpoint, such offerings are essential for companies in the biotech sector, which often require substantial capital to fund ongoing research and development (R&D). The use of proceeds largely directed towards the Phase 3 RECOVER-2 trial is a clear indication that the company is prioritizing its pipeline's advancement. This trial's success or failure could be a pivotal moment for Reviva.
The offering price of
Reviva's decision to reduce the exercise price of existing warrants from
Overall, while the immediate influx of cash is beneficial for upcoming trials, potential dilution and the reduced warrant price indicate underlying financial challenges.
In the biotech sector, raising capital through offerings is a common practice, particularly for companies in late-stage development. Reviva's approach to this offering aligns with industry norms, where capital is constantly needed for expensive clinical trials and R&D.
The at-the-market (ATM) approach under Nasdaq Rules ensures that the pricing reflects the current market conditions, which can be a double-edged sword. It allows flexibility and potentially higher pricing, but can also lead to market volatility if not managed well. Investors should note that market responses to such announcements can vary widely based on the company's trial outcomes and overall market sentiment.
Reviva's focus on CNS, inflammatory and cardiometabolic diseases places it in a competitive but lucrative market. The successful completion and positive results from the Phase 3 RECOVER-2 trial could significantly enhance the company's market position and valuation.
However, the amendment of existing warrants to a lower exercise price could signal a need to incentivize existing investors and ensure their continued support. This move is not uncommon, but investors should be aware that it can indicate a need for immediate capital, which may affect stock performance in the short term.
CUPERTINO, Calif., May 28, 2024 (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 that it has entered into a definitive agreement for the sale and issuance of 1,898,734 shares of the Company’s common stock and warrants to purchase up to 1,898,734 shares of common stock at a combined offering price of
H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.
The gross proceeds to Reviva from this offering are expected to be approximately
The securities described above are being offered pursuant to a “shelf” registration statement (File No. 333-262348) that was filed with the Securities and Exchange Commission (“SEC”) on January 26, 2022 and was declared effective on February 2, 2022. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of an effective registration statement. A prospectus supplement and accompanying prospectus relating to the offering will be filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, NY 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.
The Company also has agreed that certain existing warrants held by the investor in the offering to purchase up to an aggregate of 1,365,854 shares of the Company’s common stock that were previously issued to the investor in November 2023, with an exercise price of
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, 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 Brilaroxazine
Brilaroxazine is an in-house discovered new chemical entity with potent affinity and selectivity against key serotonin and dopamine receptors implicated in schizophrenia and its comorbid symptoms. Positive topline data from the global Phase 3 RECOVER trial in schizophrenia demonstrated the trial successfully met all primary and secondary endpoints with statistically significant and clinically meaningful reductions across all major symptom domains at week 4 with 50 mg of brilaroxazine vs. placebo with a generally well-tolerated side effect profile comparable to placebo and discontinuation rates lower than placebo. Positive data from a clinical drug-drug interaction (DDI) study investigating the potential effect of CYP3A4 enzyme on brilaroxazine in healthy subjects supports no clinically significant interaction when combined with a CYP3A4 inhibitor. Reviva believes that a full battery of regulatory compliant toxicology and safety pharmacology studies has been completed for brilaroxazine. Reviva intends to develop brilaroxazine for other neuropsychiatric indications including bipolar disorder, major depressive disorder (MDD) and attention-deficit/hyperactivity disorder (ADHD).
Additionally, brilaroxazine has shown promising nonclinical activity for inflammatory diseases psoriasis, pulmonary arterial hypertension (PAH) and idiopathic pulmonary fibrosis (IPF) with mitigation of fibrosis and inflammation in translational animal models. Brilaroxazine has already received Orphan Drug Designation by the U.S. FDA for the treatment of PAH and IPF conditions.
To learn more about the clinical and preclinical data available for brilaroxazine, please visit revivapharma.com/publications.
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, respiratory and metabolic 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 press release contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act, as amended, including those relating to the offering, the satisfaction of the closing conditions of the offering, the closing of the offering, the amount and anticipated use of proceeds from the offering, the Company’s expectations regarding the anticipated clinical profile of its product candidates, including statements regarding anticipated efficacy or safety profile, and those relating to the Company’s expectations, intentions or beliefs regarding matters including, product development, clinical and regulatory timelines and expenses, market opportunity, ability to raise sufficient funding, competitive position, possible or assumed future results of operations, business strategies, potential growth opportunities and other statements that are predictive in nature. These forward-looking statements are based on current expectations, estimates, forecasts and projections about the industry and markets in which we operate and management’s current beliefs and assumptions.
These statements may be identified by the use of forward-looking expressions, including, but not limited to, “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “potential, “predict,” “project,” “should,” “would” and similar expressions and the negatives of those terms. These statements relate to future events or our financial performance and involve known and unknown risks, uncertainties, and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include those set forth in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2023, and the Company’s other filings from time to time with the SEC. Prospective investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this press release. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
Corporate Contact:
Reviva Pharmaceuticals Holdings, Inc.
Laxminarayan Bhat, PhD
www.revivapharma.com
Investor Relations Contact:
LifeSci Advisors, LLC
Bruce Mackle
bmackle@lifesciadvisors.com
Media Contact:
Kristin Politi
kpoliti@lifescicomms.com
(646) 876-4783
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