rvph20250925_8k.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549  
 
FORM 8-K 
    
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
September 26, 2025
Date of report (Date of earliest event reported)
 
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
001-38634
85-4306526
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer
Identification Number)
     
 
10080 N Wolfe Road, Suite SW3-200, Cupertino, CA
  
95014
(Address of principal executive offices)
  
(Zip Code)
 
Registrant’s telephone number, including area code: (408) 501-8881
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
 
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
  
Trading
Symbol(s)
  
Name of each exchange on which registered
Common Stock, par value $0.0001 per share
  
RVPH
  
Nasdaq Capital Market
Warrants to purchase one share of Common Stock
  
RVPHW
  
Nasdaq Capital Market
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
 
 
 
 
--12-31
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On September 26, 2025, the Board of Directors of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) approved and adopted, effective as of that date, an amendment (the “Amendment”) to the Company’s Bylaws, as originally adopted and effective as of December 11, 2020 (the “Bylaws”). The Amendment reduces the quorum at all meetings of the Company’s stockholders for the transaction of business, except as otherwise required by law or by the Company’s Amended and Restated Certificate of Incorporation, as amended, or Bylaws, to one-third (33⅓%) of the voting power of the stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy. The Bylaws previously provided that a majority in voting power of the shares entitled to vote at the meeting, present in person or represented by proxy, would constitute a quorum at all meetings of the Company’s stockholders for the transaction of business.
 
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference. 
 
Item 9.01. Financial Statements and Exhibits.
 
(d) Exhibits.
 
Exhibit
Number
  
Description
     
3.1
  
     
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
REVIVA PHARMACEUTICALS HOLDINGS, INC.
     
Date: September 26, 2025
By:
/s/ Narayan Prabhu
   
Narayan Prabhu
   
Chief Financial Officer
 
 
 

 

Exhibit 3.1

 

AMENDMENT NO. 1 TO THE

BYLAWS

OF

REVIVA PHARMACEUTICALS HOLDINGS, INC.

 

Adopted and Approved by the Board of Directors on September 26, 2025

 

 

1. Quorum. The first sentence of Article I, Section 5 of the Reviva Pharmaceuticals Holdings, Inc. (the “Corporation”) Bylaws is hereby amended and restated in its entirety to read as follows:

 

“Except as otherwise required by law, the Certificate (including any certificate of designation relating to any series of Preferred Stock), or these Bylaws, at any meeting of stockholders, one-third of the voting power of the stock outstanding and entitled to vote at the meeting, present in person, present by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or series or classes or series is required, one-third of the voting power of the stock of such class or series or classes or series outstanding and entitled to vote on that matter, present in person, present by remote communication, if applicable, or represented by proxy, shall constitute a quorum entitled to take action with respect to such matter.”

 

2. Effective Date. This Amendment shall be effective as of the date first written above, being the date this Amendment was adopted and approved by the Board of Directors of the Corporation.