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Reviva Announces Closing of $3 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

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Reviva Pharmaceuticals Holdings announced the closing of a $3 million registered direct offering, involving the sale of 1,898,734 shares of common stock and warrants to purchase an equal number of shares, priced at $1.58 per share. The warrants, priced at $1.455 per share, are immediately exercisable and expire in five years. H.C. Wainwright & Co. acted as the exclusive placement agent. The proceeds will fund the Phase 3 RECOVER-2 trial, working capital, and other corporate purposes. Additionally, certain existing warrants were amended, reducing their exercise price from $5.00 to $1.455 per share. The offering was conducted under an effective registration statement filed with the SEC.

Positive
  • Generated $3 million in gross proceeds from the offering.
  • Warrants are immediately exercisable, providing potential future capital.
  • Funds will support the Phase 3 RECOVER-2 trial, advancing clinical development.
  • Amended existing warrants to a lower exercise price, possibly increasing the likelihood of conversion.
Negative
  • Share issuance may lead to shareholder dilution.
  • The exercise price reduction of existing warrants could be seen as a response to a declining stock price.
  • Expenses related to the offering will reduce net proceeds.

Insights

Reviva Pharmaceuticals' recent direct offering raised a significant $3 million, which the company intends to use for advancing its Phase 3 RECOVER-2 trial among other general corporate purposes. This is a key development for a late-stage pharmaceutical company focusing on central nervous system (CNS) disorders as well as inflammatory and cardiometabolic diseases.

Such funding is particularly important as it ensures continued R&D activity without immediate financial constraints. A direct offering priced at-the-market, under Nasdaq rules, is generally seen as an efficient way to raise capital without diluting existing shareholders excessively. The exercise price of $1.455 per share for the accompanying warrants is slightly below the offering price, making them attractive to investors.

From a financial perspective, it is important to monitor whether this infusion of cash will be sufficient until the results of the Phase 3 trial are available. If successful, these developments could lead to substantial appreciation in the company's stock as the market often reacts positively to progress in late-stage clinical trials. However, investors should also consider the risks associated with potential delays or failures in the trial, which could negatively impact the stock's performance.

The allocation of proceeds from Reviva Pharmaceuticals’ offering towards the Phase 3 RECOVER-2 trial for CNS disorders is a high-priority investment. Phase 3 trials are critical as they are typically the final step before seeking regulatory approval if successful. These trials are designed to confirm the efficacy and safety of a treatment in larger patient populations.

Reviva’s focus on CNS disorders, an area with significant unmet medical needs, indicates the company’s strategic positioning in a high-demand sector. Disorders like schizophrenia, bipolar disorder and major depressive disorder affect millions globally and effective new therapies can attract substantial market interest.

However, Phase 3 trials are also expensive and possess inherent clinical risks. While the funding ensures the continuity of the trial, any negative outcomes would not only affect the trial's success but could also adversely impact investor confidence and stock prices.

CUPERTINO, Calif., May 29, 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 closed its previously announced registered direct offering 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 $1.58 per share of common stock and accompanying warrant priced at-the-market under the Nasdaq rules. The warrants have an exercise price of $1.455 per share, are immediately exercisable and will expire five years following the date of issuance.

H.C. Wainwright & Co. acted as the exclusive placement agent for the offering.

The gross proceeds to Reviva from this offering were approximately $3 million, before deducting the placement agent’s fees and other offering expenses. Reviva intends to use the net proceeds from this offering, together with its existing cash and cash equivalents, to fund research and development activities, including the registrational Phase 3 RECOVER-2 trial and for working capital and other general corporate purposes.

The securities described above were 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 was 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 was filed with the SEC. Electronic copies of the prospectus supplement and accompanying prospectus may be obtained 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 to amend 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 $5.00 per share, for $0.125 per amended warrant, so that the amended warrants have a reduced exercise price of $1.455 per share and will expire five years following the closing of the offering.

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 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


FAQ

What was the offering price for RVPH shares in the recent direct offering?

The shares were priced at $1.58 each.

How much did Reviva Pharmaceuticals raise in the direct offering?

Reviva Pharmaceuticals raised $3 million.

What will the proceeds from the RVPH offering be used for?

The proceeds will fund research and development activities, including the Phase 3 RECOVER-2 trial, and for working capital and other corporate purposes.

What is the exercise price of the newly issued warrants for RVPH?

The exercise price of the new warrants is $1.455 per share.

When will the new RVPH warrants expire?

The new warrants will expire five years from the date of issuance.

Which company acted as the placement agent for the RVPH offering?

H.C. Wainwright & Co. acted as the exclusive placement agent.

What changes were made to the existing RVPH warrants in the offering?

Existing warrants were amended to reduce their exercise price from $5.00 to $1.455 per share.

Reviva Pharmaceuticals Holdings, Inc.

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