Item 3.03. Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of Form 8-K, the information regarding the Reverse Stock Split (as defined below) contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On March 4, 2026, Reviva Pharmaceuticals Holdings, Inc. (the "Company", "we," "us", or "our") filed a Certificate of Amendment to the Company's Amended and Restated Certificate of Incorporation, as amended, with the Secretary of State of the State of Delaware (the "Certificate of Amendment"), which will effect, at 12:01 a.m. Eastern Time on March 9, 2026, a one-for-twenty (1:20) reverse stock split (the "Reverse Stock Split") of the Company's issued and outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 76152G 209. The trading symbol for the Common Stock will remain "RVPH".
The Company anticipates that the Common Stock will begin trading on a Reverse Stock Split-adjusted basis when the market opens on March 9, 2026.
As a result of the Reverse Stock Split, every twenty (20) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not alter any stockholder's percentage interest in the Company's equity, except to the extent that the Reverse Stock Split would result in some stockholders owning a fractional share. No fractional shares will be issued in connection with the Reverse Stock Split. Stockholders who would otherwise be entitled to a fractional share of Common Stock will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
The Reverse Stock Split will not change the par value of the Common Stock or the authorized number of shares of Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or acquire shares of Common Stock, including stock options and warrants, will be adjusted as a result of the Reverse Stock Split, as required by the terms of those securities.
At the Company's annual meeting of stockholders held on December 18, 2025, the Company's stockholders granted the Company's Board of Directors (the "Board") the discretion to effect the Reverse Stock Split at a ratio of not less than one-for-two (1:2) and not more than one-for-twenty (1:20), with such ratio to be determined by the Board. On February 26, 2026, the Board approved a Reverse Stock Split ratio of one-for-twenty (1:20) and authorized the filing of the Certificate of Amendment.
The foregoing description of the Certificate of Amendment is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.