aibioReviva Pharmaceuticals sets up $50 million at-the-market stock program
Tickers RVPH
B. Riley Securities and Alliance Global Partners will act as sales agents for a 3% commission. The stock's last reported sale price was $1.10 on May 27, 2025.
Key facts
- Company
- Reviva Pharmaceuticals Holdings, Inc. (OTC: RVPH)
- News type
- Financings
- Primary source
- Reviva Pharmaceuticals Holdings, Inc. 8-K (2025-05-30)
Reviva Pharmaceuticals Holdings, Inc. (Nasdaq: RVPH) entered into an at-the-market sales agreement on May 30, 2025 that lets it sell up to $50 million of common stock into the open market over time. Reviva decides when and whether to sell, and the agents are not required to sell any particular number or dollar amount of shares. Sales are made on a best-efforts basis through the Nasdaq Capital Market or another trading market, and no funds go into escrow or trust.
The agents are B. Riley Securities, Inc. and A.G.P./Alliance Global Partners. Reviva will pay them a commission of 3% of gross sales proceeds and has agreed to indemnify them. Ellenoff Grossman & Schole LLP is counsel to the agents, and Lowenstein Sandler LLP passes on the validity of the shares for Reviva. The company estimates offering expenses of $0.3 million, not counting the agents' compensation and reimbursements. The shares would be issued under a Form S-3 shelf that was filed on February 2, 2024 and declared effective on February 13, 2024.
Price and dilution
The last reported sale price on Nasdaq was $1.10 on May 27, 2025. The prospectus supplement illustrates the program by assuming all $50 million is sold at that price, which would be 45,454,545 new shares. Reviva had 46,739,949 shares outstanding on March 31, 2025, and the same number as of May 27, 2025. The prospectus lists up to 92,194,494 shares outstanding after such a sale, against 46,739,949 today.
The prospectus says net tangible book value was approximately $(4.5) million, or $(0.09) per share, on March 31, 2025. After the illustrative sale, adjusted net tangible book value would be about $43.7 million, or $0.46 per share. New investors would therefore take on $0.64 of immediate dilution per share at $1.10. As of May 27, 2025, there were also 1,968,765 shares issuable on exercise of pre-funded warrants at $0.0001 and 3,306,278 shares issuable on exercise of options.
Going concern
The 2024 financial statements, audited by Moss Adams LLP, carry an unqualified opinion. The auditor's report includes an explanatory paragraph on a going concern uncertainty, and that report is incorporated into the prospectus supplement by reference. The supplement's forward-looking statements also list the company's expectations about its ability to continue as a going concern.
Reviva intends to use the net proceeds for research and development, working capital and other general corporate purposes. The prospectus says it has not decided how the money will be split among those uses, and that management will have broad discretion over it.
The lead drug and its funding
Reviva's lead candidate is brilaroxazine, which it is developing for schizophrenia and other neuropsychiatric indications. The company's annual report says its Phase 3 RECOVER-1 trial, in about 400 patients with acute schizophrenia, met its primary endpoint at the 50 mg dose, according to topline results announced on October 30, 2023. On the PANSS total score, the 50 mg group fell 23.9 points and the placebo group fell 13.8 points, a difference of 10.1 points, which the company calls clinically meaningful. The reported effect size is 0.6.
The next registrational step is the RECOVER-2 Phase 3 trial. The annual report says Reviva expects to start it in mid-2025, subject to receipt of additional financing. The company also says it may continue development in other indications only if it raises more money. The program therefore depends on financing that this sale is meant to provide, and the filing does not say what result RECOVER-2 must show.
What the program means for holders
The program is a standing source of stock sales rather than a single priced deal. Each share is sold at prevailing market prices, and the agents keep 3% of gross proceeds plus the expense reimbursements. At the $1.10 reference price, the full $50 million would mean 45,454,545 new shares, according to the prospectus's own illustration.