As filed with the Securities and Exchange Commission on March 30, 2023

Registration No. 333-    

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

REVIVA PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

85-4306526

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer

Identification No.)

 

19925 Stevens Creek Blvd., Suite 100

Cupertino, CA 95014 

(Address of Principal Executive Offices) (Zip Code)

 

Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan

and

Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan

(Full title of the plans)

 

 

Laxminarayan Bhat

Chief Executive Officer

Reviva Pharmaceuticals Holdings, Inc.
19925 Stevens Creek Blvd., Suite 100

Cupertino, CA 95014 
(408) 501-8881

(Name and address, and telephone number, including area code, of agent for service)

 

 

Please send copies of all communications to:

Steven M. Skolnick, Esq.

Lowenstein Sandler LLP
1251 Avenue of the Americas
New York, New York 10020
Tel: (212) 262-6700

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

         

   Large accelerated filer

☐

  

Accelerated filer

☐

   Non-accelerated filer

☒

  

Smaller reporting company

☒
     

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 7(a)(2)(B) of the Securities Act. ☐

 

 
 

 

PART I

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E to Form S-8 under the Securities Act, this Registration Statement is filed by Reviva Pharmaceutical Holdings, Inc. (the “Company”) for the purpose of registering additional shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) under the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Plan”). No additional shares of Common Stock are being registered under the Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan (the “2006 Plan”). The number of shares of Common Stock available for issuance under the 2020 Plan is subject to an annual increase on January 1 of each year for a period of ten (10) years, in an amount equal to the lesser of (i) ten percent (10%) of the total number of shares of Common Stock outstanding on December 31 of the preceding calendar year, or (ii) such number of shares of Common Stock determined by the Board of Directors of the Company (the “Evergreen Provision”). This Registration Statement registers an aggregate of 1,443,329 additional shares of Common Stock available for issuance under the 2020 Plan as a result of the Evergreen Provision, which shares were automatically made so available on the first day of 2022, representing 10% of the total number of shares of Common Stock outstanding on December 31, 2021.

 

The shares of Common Stock registered pursuant to this Registration Statement are of the same class of securities as the 1,384,761 shares of Common Stock registered for issuance under the 2020 Plan and the 65,471 shares of Common Stock registered for issuance under the 2006 Plan pursuant to the currently effective Registration Statement on Form S-8 (Registration No. 333-254551) filed on March 22, 2021. The information contained in the Company’s Registration Statement on Form S-8 (Registration No. 333-254551) is hereby incorporated by reference pursuant to General Instruction E. Any items in the Company’s Registration Statement on Form S-8 (Registration No. 333-254551) not expressly changed hereby shall be as set forth in the Company’s Registration Statement on Form S-8 (Registration No. 333-254551).

 

 
 

 

PART II

 

Information Required in the Registration Statement

 

Item 3. Incorporation of Documents by Reference.

 

The following documents filed by the Company with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference:

 

 

(a)

 The Company’s latest annual report on Form 10-K filed pursuant to Section 13(a) or 15(d) of the Exchange Act for the fiscal year ended December 31, 2022, as filed with the Commission on March 30, 2023; and

 

 

(b)

 The description of the Company’s common stock contained in the Company’s Registration Statement on Form 8-A12B, as filed with the Commission on August 20, 2018 pursuant to Section 12(b) of the Exchange Act, as updated by the Description of Securities set forth on Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Commission on March 30, 2023, including any amendments or reports filed for the purpose of updating such description.

 

All documents filed by the Company pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act subsequent to the filing of this Registration Statement and prior to the filing of a post-effective amendment, which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing such documents, except as to specific sections of such documents as set forth therein. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any subsequently filed document, which also is deemed to be incorporated by reference herein, modifies or supersedes such statement.

 

 
 

 

Item 8. Exhibits.

 

For a list of exhibits, see the Exhibit Index in this Registration Statement, which is incorporated into this Item by reference. 

 

 
 

 

EXHIBIT INDEX

Exhibit
No.

  

Exhibit
     

4.1

  

Amended and Restated Certificate of Incorporation (filed as Exhibit 3.3 to the Company’s Current Report on Form 8-K (File No. 001-38634) as filed on December 18, 2020, and incorporated herein by reference).
     

4.2

  

Bylaws (filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K (File No. 001-38634) as filed on December 14, 2020, and incorporated herein by reference).
     

4.3

  

Specimen common stock certificate of the Company (filed as Exhibit 4.4 to the Company’s Form S-4 (File No. (333-245057) as filed on November 3, 2020, an incorporated herein by reference).

     

5.1*

  

Legal Opinion of Lowenstein Sandler LLP
     

23.1*

  

Consent of Armanino LLP.
     

23.2*

  

Consent of Lowenstein Sandler LLP (included in Exhibit 5.1).
     

24.1*

  

Power of Attorney (included on the signature page).

 

99.1

  

Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (filed as Exhibit 10.13 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
     

99.2

  

Form of Incentive Stock Option Grant Agreement (filed as Exhibit 10.14 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
     

99.3

  

Form of Nonqualified Stock Option Grant Agreement (filed as Exhibit 10.15 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).

     

99.4

  

Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan (filed as Exhibit 10.16 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
     

99.5

  

First Amendment to Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan (filed as Exhibit 10.17 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
     

99.6

  

Form of Assumed Option (filed as Exhibit 10.18 to the Company’s Current Report on Form 8-K as filed on December 18, 2020 and incorporated herein by reference).
     

107*

  

Filing Fee Table
     

* Filed herewith.

 

 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Cupertino, State of California, on March 30, 2023.

 

 

Reviva Pharmaceuticals Holdings, Inc.
     
 

By:

/s/ Laxminarayan Bhat
   

Laxminarayan Bhat
   

Chief Executive Officer

 

KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned officers and directors of Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation, do hereby constitute and appoint each of Laxminarayan Bhat and Narayan Prabhu as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place, and stead, in any and all capacities, to sign any and all amendments to this registration statement (including post-effective amendments to this Registration Statement on Form S-8), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature

  

Title

  

Date
         

/s/ Laxminarayan Bhat

  

Chief Executive Officer and Director

   March 30, 2023

Laxminarayan Bhat

  

(Principal Executive Officer)

    
         

/s/ Narayan Prabhu

  

Chief Financial Officer

   March 30, 2023

Narayan Prabhu

  

(Principal Financial and Accounting Officer)

    
         

/s/ Parag Saxena

  

Chairman of the Board

   March 30, 2023

Parag Saxena

        
         

/s/ Richard Margolin

  

Director

   March 30, 2023

Richard Margolin

        
         

/s/ Purav Patel

  

Director

   March 30, 2023

Purav Patel

        
         

/s/ Les Funtleyder

  

Director

   March 30, 2023

Les Funtleyder

        

 

 

 

 

 
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