Filed Pursuant to Rule 424(b)(3)
Registration No. 333-251802
Prospectus Supplement No. 1 Dated January 14, 2021
(To Prospectus Dated January 11, 2021)
Up to 2,887,104 Shares of Common Stock
6,881,313 Shares of Common Stock Issuable
Upon Exercise of Warrants
556,313 Warrants to Purchase Common Stock
REVIVA PHARMACEUTICALS HOLDINGS, INC.
This Prospectus Supplement No. 1 supplements
the prospectus of Reviva Pharmaceuticals Holdings, Inc. (the “Company”, “we”, “us”,
or “our”) dated January 11, 2021 (as supplemented to date, the “Prospectus”)
with the following attached document which we filed with the Securities and Exchange Commission:
|
A.
|
Our Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 14, 2021.
|
This Prospectus Supplement No. 1 should be read in conjunction
with the Prospectus, which is required to be delivered with this Prospectus Supplement. This
prospectus supplement updates, amends and supplements the information included in the Prospectus. If there is any inconsistency
between the information in the Prospectus and this prospectus supplement, you should rely on the information in this Prospectus
Supplement.
This Prospectus
Supplement is not complete without, and may not be delivered or utilized except in connection with, the Prospectus, including any
amendments or supplements to it.
Investing in our common stock involves a high degree of risk.
Before making any investment in our common stock, you should carefully consider the risk factors for our common stock, which are
described in the Prospectus, as amended or supplemented.
You should rely only on the information contained in the
Prospectus, as supplemented or amended by this Prospectus Supplement No. 1 and any other prospectus supplement or amendment thereto.
We have not authorized anyone to provide you with different information.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this Prospectus Supplement No.
1 is January 14, 2021
INDEX TO FILINGS
|
Annex
|
The Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on January 14, 2021
|
A
|
ANNEX A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended November
30, 2020
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the transition period from to
Commission File No. 001-38634
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, including zip code)
|
(408) 501-8881
|
(Registrant’s telephone number, including area code)
|
N/A
|
(Former name, former address and former fiscal year, if changed since last report)
|
Securities registered pursuant to Section 12(b)
of the Act:
Title of Each Class:
|
|
Trading Symbols
|
|
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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check
mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes x No ¨
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 the 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
|
x
|
Non-accelerated filer
|
x
|
Smaller reporting company
|
|
|
x
|
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. ¨
Indicate by
check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act): Yes x
No ¨
As of January 14,
2021, there were 9,231,737 shares of common stock, par value of $0.0001 per share, issued and outstanding.
EXPLANATORY NOTE
On December 14, 2020,
subsequent to the fiscal quarter ended November 30, 2020, the fiscal quarter to which this Quarterly Report on Form 10-Q (this
“Report”) relates, Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation and the successor by re-domiciliation
to Tenzing Acquisition Corp., a British Virgin Islands exempted company (“Tenzing”), Tenzing Merger Subsidiary Inc.,
a Delaware corporation and wholly-owned subsidiary of Tenzing (“Merger Sub”), and Reviva Pharmaceuticals, Inc., a Delaware
corporation (“Reviva”), consummated the proposed merger (the “Closing”) of Merger Sub with and into Reviva
(the “Merger”), contemplated by the previously announced Agreement and Plan of Merger, dated as of July 20, 2020 (as
amended, the “Merger Agreement”), by and among Tenzing, Merger Sub, Reviva, Tenzing LLC, a Delaware limited liability
company (“Sponsor”), solely in the capacity as the representative from and after the effective time of the Closing
(the “Effective Time”) for the shareholders of Tenzing (other than the Reviva Security Holders (as defined in the Merger
Agreement)) (the “Purchaser Representative”), and Laxminarayan Bhat Ph.D. (“Dr. Bhat”), solely in his capacity
as the representative from and after the Effective Time for the Reviva Security Holders (the “Seller Representative”).
Pursuant to the Merger Agreement, at the Effective Time, Merger Sub merged with and into Reviva, with Reviva as the surviving
company in the Merger and, after giving effect to such Merger, Reviva becoming a wholly-owned subsidiary of Reviva Pharmaceuticals
Holdings, Inc.
Unless stated otherwise,
this report contains information about Tenzing before the Business Combination. References to the “Company,” “our,”
“us” or “we” in this report refer to Tenzing before the consummation of the Business Combination or Reviva Pharmaceuticals Holdings, Inc.
after the Business Combination, as the context suggests.
Except as otherwise
expressly provided herein, the information in this Report does not reflect the consummation of the Business Combination, which,
as discussed above, occurred subsequent to the period covered hereunder.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
Quarterly Report on Form 10-Q
TABLE OF CONTENTS
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
November 30,
|
|
|
February 29,
|
|
|
|
2020
|
|
|
2020
|
|
|
|
(Unaudited)
|
|
|
(Audited)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
36,595
|
|
|
$
|
69,276
|
|
Prepaid expenses and other current assets
|
|
|
7,617
|
|
|
|
69,584
|
|
Total Current Assets
|
|
|
44,212
|
|
|
|
138,860
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account
|
|
|
34,649,855
|
|
|
|
60,882,949
|
|
Total Assets
|
|
$
|
34,694,067
|
|
|
$
|
61,021,809
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
859,801
|
|
|
|
299,653
|
|
Total Current Liabilities
|
|
|
859,801
|
|
|
|
299,653
|
|
|
|
|
|
|
|
|
|
|
Convertible promissory notes – related party
|
|
|
1,975,000
|
|
|
|
750,000
|
|
Deferred underwriting fee payable
|
|
|
2,213,750
|
|
|
|
2,213,750
|
|
Total Liabilities
|
|
|
5,048,551
|
|
|
|
3,263,403
|
|
|
|
|
|
|
|
|
|
|
Commitments (Note 6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ordinary shares subject to possible redemption, 2,264,955 and 4,964,590 shares at redemption value at November 30, 2020 and February 29, 2020, respectively
|
|
|
24,645,506
|
|
|
|
52,758,399
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ Equity
|
|
|
|
|
|
|
|
|
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding
|
|
|
—
|
|
|
|
—
|
|
Ordinary shares, no par value; unlimited shares authorized; 2,859,476 and 2,704,587 shares issued and outstanding (excluding 2,264,955 and 4,964,590 shares subject to possible redemption) at November 30, 2020 and February 29, 2020, respectively
|
|
|
4,827,981
|
|
|
|
3,807,973
|
|
Retained earnings
|
|
|
172,029
|
|
|
|
1,192,034
|
|
Total Shareholders’ equity
|
|
|
5,000,010
|
|
|
|
5,000,007
|
|
Total Liabilities and Shareholders’ Equity
|
|
$
|
34,694,067
|
|
|
$
|
61,021,809
|
|
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS
(Unaudited)
|
|
Three Months Ended
November 30,
|
|
|
Nine Months Ended
November 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Operating costs
|
|
$
|
352,007
|
|
|
$
|
166,022
|
|
|
$
|
1,142,872
|
|
|
$
|
331,267
|
|
Loss from operations
|
|
|
(352,007
|
)
|
|
|
(166,022
|
)
|
|
|
(1,142,872
|
)
|
|
|
(331,267
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income
|
|
|
3,800
|
|
|
|
323,704
|
|
|
|
122,867
|
|
|
|
1,074,188
|
|
Unrealized gain on marketable securities held in Trust Account
|
|
|
—
|
|
|
|
(20,874
|
)
|
|
|
—
|
|
|
|
6,633
|
|
Net (loss) income
|
|
$
|
(348,207
|
)
|
|
$
|
136,808
|
|
|
$
|
(1,020,005
|
)
|
|
$
|
749,554
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares outstanding, basic and diluted (1)
|
|
|
2,806,128
|
|
|
|
2,610,490
|
|
|
|
2,751,017
|
|
|
|
2,606,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per ordinary share (2)
|
|
$
|
(0.13
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.08
|
)
|
|
(1)
|
Excludes an aggregate of up to 2,264,955 and 5,641,801 shares subject to possible redemption at November 30, 2020 and 2019, respectively.
|
|
(2)
|
Excludes interest income of $2,703 and $87,395 attributable to shares subject to possible redemption for the three and nine months ended November 30, 2020, respectively, and $270,124 and $964,092 for the three and nine months ended November 30, 2019, respectively (see Note 3).
|
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
CONDENSED CONSOLIDATED
STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(Unaudited)
THREE AND NINE MONTHS ENDED NOVEMBER
30, 2020
|
|
Ordinary
Shares
|
|
|
Retained
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Earnings
|
|
|
Equity
|
|
Balance – March 1, 2020
|
|
|
2,704,587
|
|
|
$
|
3,807,973
|
|
|
$
|
1,192,034
|
|
|
$
|
5,000,007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
38,348
|
|
|
|
155,761
|
|
|
|
—
|
|
|
|
155,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
(155,766
|
)
|
|
|
(155,766
|
)
|
Balance – May 31, 2020
|
|
|
2,742,935
|
|
|
|
3,963,734
|
|
|
|
1,036,268
|
|
|
|
5,000,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
63,193
|
|
|
|
516,032
|
|
|
|
—
|
|
|
|
516,032
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
(516,032
|
)
|
|
|
(516,032
|
)
|
Balance – August 31, 2020
|
|
|
2,806,128
|
|
|
|
4,479,766
|
|
|
|
520,236
|
|
|
|
5,000,002
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
53,348
|
|
|
|
348,215
|
|
|
|
—
|
|
|
|
348,215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
(348,207
|
)
|
|
|
(348,207
|
)
|
Balance – November 30, 2020
|
|
|
2,859,476
|
|
|
$
|
4,827,981
|
|
|
$
|
172,029
|
|
|
$
|
5,000,010
|
|
THREE AND NINE MONTHS ENDED NOVEMBER
30, 2019
|
|
Ordinary
Shares
|
|
|
Retained
|
|
|
Total
Shareholders’
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Earnings
|
|
|
Equity
|
|
Balance – March 1, 2019
|
|
|
2,602,465
|
|
|
$
|
4,425,877
|
|
|
$
|
574,131
|
|
|
$
|
5,000,008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
2,721
|
|
|
|
(338,425
|
)
|
|
|
—
|
|
|
|
(338,425
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
338,426
|
|
|
|
338,426
|
|
Balance – May 31, 2019
|
|
|
2,605,186
|
|
|
|
4,087,452
|
|
|
|
912,557
|
|
|
|
5,000,009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
5,304
|
|
|
|
(274,324
|
)
|
|
|
—
|
|
|
|
(274,324
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
274,320
|
|
|
|
274,320
|
|
Balance – August 31, 2019
|
|
|
2,610,490
|
|
|
|
3,813,128
|
|
|
|
1,186,877
|
|
|
|
5,000,005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in value of ordinary shares subject to possible
redemption
|
|
|
12,772
|
|
|
|
(136,807
|
)
|
|
|
—
|
|
|
|
(136,807
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
—
|
|
|
|
—
|
|
|
|
136,808
|
|
|
|
136,808
|
|
Balance – November 30, 2019
|
|
|
2,623,262
|
|
|
$
|
3,676,321
|
|
|
$
|
1,323,685
|
|
|
$
|
5,000,006
|
|
The accompanying notes are an integral
part of the unaudited condensed consolidated financial statements.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
CONDENSED CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
|
|
Nine
Months Ended
November
30,
|
|
|
|
2020
|
|
|
2019
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
Net (loss) income
|
|
$
|
(1,020,005
|
)
|
|
$
|
749,554
|
|
Adjustments to reconcile net
(loss) income to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Interest earned on marketable
securities held in Trust Account
|
|
|
(122,867
|
)
|
|
|
(1,074,188
|
)
|
Unrealized gain on marketable
securities held in Trust Account
|
|
|
—
|
|
|
|
(6,633
|
)
|
Changes in operating assets and
liabilities:
|
|
|
|
|
|
|
|
|
Prepaid expenses and other current
assets
|
|
|
61,967
|
|
|
|
75,474
|
|
Accounts
payable and accrued expenses
|
|
|
560,148
|
|
|
|
77,052
|
|
Net
cash used in operating activities
|
|
|
(520,757
|
)
|
|
|
(178,741
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Investment of cash into Trust Account
|
|
|
(736,924
|
)
|
|
|
—
|
|
Cash withdrawn from Trust Account
for redemptions
|
|
|
27,092,885
|
|
|
|
—
|
|
Net
cash provided by investing activities
|
|
|
26,355,961
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
Proceeds from convertible promissory note – related
party
|
|
|
1,225,000
|
|
|
|
—
|
|
Redemption of ordinary shares
|
|
|
(27,092,885
|
)
|
|
|
—
|
|
Net cash used in financing
activities
|
|
|
(25,867,885
|
)
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
(32,681
|
)
|
|
|
(178,741
|
)
|
Cash – Beginning
|
|
|
69,276
|
|
|
|
313,049
|
|
Cash – Ending
|
|
$
|
36,595
|
|
|
$
|
134,308
|
|
|
|
|
|
|
|
|
|
|
Non-Cash investing and financing activities:
|
|
|
|
|
|
|
|
|
Change in value of ordinary
shares subject to possible redemption
|
|
$
|
(1,020,008
|
)
|
|
$
|
749,556
|
|
The accompanying notes are an integral
part of the unaudited condensed consolidated financial statements.
REVIVA PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
NOTE 1. DESCRIPTION OF ORGANIZATION
AND BUSINESS OPERATIONS
Reviva Pharmaceuticals
Holdings, Inc., formerly known as Tenzing Acquisition Corp. (the “Company”) was incorporated in the British Virgin Islands
on March 20, 2018. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging
in any other similar business combination with one or more businesses.
Business Combination
On December 14,
2020 (the “Closing Date”), the business combination (the “Closing”) contemplated by the previously
announced Agreement and Plan of Merger, dated as of July 20, 2020 (as amended, the “Merger Agreement”), by and
among Tenzing, Reviva and the other parties named therein, was consummated. On December 11, 2020, in advance of and in connection with the
Closing, and pursuant to the terms of the Merger Agreement, Tenzing changed its jurisdiction of organization by continuing
out of the British Virgin Islands and re-domiciling to a corporation incorporated under the laws of the State of Delaware
(the “Domestication”), upon which Tenzing changed its name to “Reviva Pharmaceuticals Holdings, Inc.”
and adopted a certificate of incorporation (the “Interim Charter”) and bylaws (the “Bylaws”).
In accordance with
the terms and subject to the conditions of the Merger Agreement, at the Effective Time, (i) all shares of Reviva common stock
and Reviva preferred stock (together, “Reviva Stock”) issued and outstanding immediately prior to the Effective Time
(other than those properly exercising any applicable dissenters rights under Delaware law) converted into the right to receive
shares of common stock of the Company (as defined below), par value $0.0001 per share (“Common Stock”); (ii) each
issued and outstanding warrant to acquire shares of Reviva common stock were assumed by the Company and automatically converted
into a warrant for Common Stock, with its price and number of shares equitably adjusted based on the terms of the Merger Agreement
(each, an “Assumed Warrant”); and (iii) each outstanding option to acquire Reviva common stock (whether vested or
unvested) were assumed by the Company and automatically converted into an option to acquire shares of Common Stock, with its price
and number of shares equitably adjusted based on the terms of the Merger Agreement (each, an “Assumed Option”).
In connection with the Closing, holders of 2,221,128 the Ordinary Shares, no par value (the “Ordinary Shares”), exercised
their right to redeem those shares in accordance with the Company's organizational documents, as amended, for cash at a price of approximately
$10.88 per Ordinary Share, for an aggregate of approximately $24.2 million.
In
connection with the Closing, (i) pursuant to the Domestication and the Merger Agreement, (a) an aggregate of 2,903,303
Ordinary Shares of Tenzing were exchanged for an equivalent number of shares of Common Stock, (b) warrants to acquire an aggregate
of 6,325,000 Ordinary Shares of Tenzing were exchanged for warrants to acquire an equivalent number of shares of Common Stock,
and (c) warrants to acquire an aggregate of 358,813 Ordinary Shares of Tenzing were exchanged for warrants to acquire an equivalent
number of shares of Common Stock; (ii) pursuant to the Merger Agreement, (a) an aggregate of 5,734,621 shares of Common Stock
were issued as Merger Consideration in exchange for the shares of Reviva Stock outstanding as of immediately prior to the Effective
Time, (b) Assumed Warrants to acquire shares of Reviva Stock were automatically converted into warrants to acquire an aggregate
of 126,268 shares of Common Stock, and (c) Assumed Options to acquire shares of Reviva Stock were automatically converted into
options to acquire an aggregate of 65,471 shares of Common Stock; (iii) 300,000 shares were issued pursuant to a side letter (the
“Side Letter Shares”); (iv) 197,500 shares of the Company’s Common Stock (the “Working Capital Shares”)
and warrants to purchase 197,500 shares of the Company’s Common Stock (the “Working Capital Warrants”) were
issued pursuant to the conversion of the Working Capital Loans (as defined below); (v) the 55,050 Shareholder Additional Shares
were issued pursuant to a Non-Redemption Agreement; and (vi) 41,263 shares of Common Stock (the “Additional Backstop Shares”)
were issued to certain investors (the “Backstop Investors”).
Immediately after
giving effect to the above events that occurred at the Closing, there were an aggregate of 9,231,737 shares of Common Stock outstanding,
warrants to acquire an aggregate of 7,007,581 shares of Common Stock outstanding, and 65,471 shares of Common Stock subject to
equity awards outstanding under the 2006 Plan.
In addition to the
Merger consideration set forth above, the Reviva Stockholders also have a contingent right to receive certain earnout shares (the
“Earnout Shares”) after the Closing based on the stock price performance of the Company’s common stock and the
achievement by Reviva of certain clinical trial milestones during the earnout period.
The Merger, together
with the foregoing transactions, are collectively referred to as the “Business Combination.”
Business Prior to the Business Combination
Prior to the Business
Combination, the Company’s only subsidiary was Tenzing Merger Subsidiary Inc. (“Merger Sub”).
All activity through
November 30, 2020 relates to the Company’s formation, its initial public offering (“Initial Public Offering”),
which is described below, identifying a target company for a business combination and consummating the acquisition of Reviva Pharmaceuticals,
Inc. (“Reviva”).
REVIVA PHARMACEUTICALS
HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
The registration
statement for the Company’s Initial Public Offering was declared effective on August 20, 2018. On August 23, 2018,
the Company consummated the Initial Public Offering of 5,500,000 units (“Units” and, with respect to the ordinary
shares included in the Units offered, the “Public Shares”) at $10.00 per Unit, generating total gross proceeds of
$55,000,000, which is described in Note 3.
Simultaneously with
the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 323,750 units (the “Private
Units”) at a price of $10.00 per unit in a private placement to the Company’s sponsor, Tenzing LLC, a Delaware limited
liability company (the managing members of which are the Company’s Chairman and Chief Executive Officer) (the “Sponsor”),
and the underwriter of the Initial Public Offering, generating total gross proceeds of $3,237,500, which is described in Note
4.
Following the closing
of the Initial Public Offering on August 23, 2018, an amount of $56,100,000 ($10.20 per Unit) from the net proceeds of the
sale of the Units in the Initial Public Offering and the sale of the Private Units was placed in a trust account (“Trust
Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended
investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7
of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination
or (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.
On August 30,
2018, in connection with the underwriters’ election to fully exercise their over-allotment option, the Company consummated
the sale of an additional 825,000 Units and the sale of an additional 35,063 Private Units, each at $10.00 per unit, generating
total gross proceeds of $8,600,630. Following the closing, an additional $8,415,000 of net proceeds ($10.20 per Unit) was deposited
in the Trust Account, resulting in $64,515,000 held in the Trust Account.
Transaction costs
amounted to $4,027,962, consisting of $1,423,125 of underwriting fees, $2,213,750 of deferred underwriting fees and $391,087 of
offering costs. As of November 30, 2020, there was $36,595 of cash held outside of the Trust Account and available for working capital
purposes.
NOTE 2. GOING CONCERN
As of November 30,
2020, the Company had $36,595 in its operating bank accounts, $34,649,855 in securities held in the Trust Account and a working
capital deficit of $815,589. On December 14, 2020, the Closing by and among Tenzing, Reviva and the other parties named therein
under the Merger Agreement was consummated. Reviva’s management intends to continue its clinical trials and research efforts
and to finance operations of the Company through convertible promissory notes or equity financings. The Company cannot provide
any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments
relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company
be unable to continue as a going concern.
NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
Basis of Presentation
The accompanying
unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted
in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions
to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial
statements prepared in accordance with GAAP have been condensed consolidated or omitted, pursuant to the rules and regulations
of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a
complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying
unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which
are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying
unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on
Form 10-K for the year ended February 29, 2020 as filed with the SEC on May 4, 2020, which contains the audited financial statements
and notes thereto. The financial information as of February 29, 2020 is derived from the audited financial statements presented
in the Company’s Annual Report on Form 10-K for the year ended February 29, 2020. The interim results for the three and
nine months ended November 30, 2020 are not necessarily indicative of the results to be expected for the year ending February
28, 2021 or for any future interim periods.
Principles of Consolidation
The accompanying
condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant
intercompany balances and transactions have been eliminated in consolidation.
REVIVA PHARMACEUTICALS
HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Emerging Growth Company
The Company is an
“emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the independent registered public accounting firm attestation requirements of Section 404
of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements,
and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval
of any golden parachute payments not previously approved.
Further, Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period, and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application
dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the
time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements
with another public company, which is neither an emerging growth company nor an emerging growth company, and which has opted out
of using the extended transition period, difficult or impossible because of the potential differences in accounting standards
used.
Use of Estimates
The preparation of
the condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses during the reporting period.
Making estimates
requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a
condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could
differ significantly from those estimates.
Cash and Cash Equivalents
The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
did not have any cash equivalents as of November 30, 2020 and February 29, 2020.
Marketable Securities Held in Trust
Account
At November 30, 2020,
substantially all of the assets held in the Trust Account were held in money market funds, which invest in U.S. Treasury securities.
At February 29, 2020, substantially all of the assets held in the Trust Account were substantially held in U.S. Treasury
Bills.
Ordinary Shares Subject to Possible
Redemption
The Company accounts
for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”)
Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified
as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares
that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of
uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary
shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that
are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly,
ordinary shares subject to possible redemption are presented at redemption value as temporary equity, outside of the shareholders’
equity section of the Company’s condensed consolidated balance sheets.
Income Taxes
The Company complies
with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
REVIVA PHARMACEUTICALS
HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
ASC Topic 740 prescribes
a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken
or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be
sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is
the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax
benefits, if any, as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties
as of November 30, 2020 and February 29, 2020. The Company is currently not aware of any issues under review that could result
in significant payments, accruals or material deviation from its position.
The Company may be
subject to potential examination by foreign taxing authorities in the area of income taxes. These potential examinations may include
questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with foreign
tax laws.
The Company is considered
to be an exempted British Virgin Islands Company and is presently not subject to income taxes or income tax filing requirements
in the British Virgin Islands or the United States. As such, the Company's tax provision was zero for the periods presented.
Net Loss Per Ordinary Share
Net loss per ordinary
share is computed by dividing net loss by the weighted average number of ordinary shares outstanding for the period. The Company
applies the two-class method in calculating earnings per share. Ordinary shares subject to possible redemption at November 30,
2020 and 2019, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation
of basic net loss per ordinary share since such ordinary shares, if redeemed, only participate in their pro rata share of the
Trust Account earnings. The Company has not considered the effect of warrants sold in the Initial Public Offering and private
placement to purchase 6,683,813 ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants
are contingent upon the occurrence of future events. As a result, diluted net loss per ordinary share is the same as basic net
loss per ordinary share for the periods.
Reconciliation of Net Loss Per Ordinary
Share
The Company’s
net (loss) income is adjusted for the portion of income that is attributable to ordinary shares subject to possible redemption,
as these shares only participate in the earnings of the Trust Account and not the income or losses of the Company. Accordingly,
basic and diluted loss per ordinary share is calculated as follows:
|
|
Three
Months Ended
November 30,
|
|
|
Nine
Months Ended
November 30,
|
|
|
|
2020
|
|
|
2019
|
|
|
2020
|
|
|
2019
|
|
Net (loss) income
|
|
$
|
(348,207
|
)
|
|
$
|
136,808
|
|
|
$
|
(1,020,005
|
)
|
|
$
|
749,554
|
|
Less: Income attributable to ordinary
shares subject to possible redemption
|
|
|
(2,703
|
)
|
|
|
(270,124
|
)
|
|
|
(87,395
|
)
|
|
|
(964,092
|
)
|
Adjusted net loss
|
|
$
|
(350,910
|
)
|
|
$
|
(133,316
|
)
|
|
$
|
(1,107,400
|
)
|
|
$
|
(214,538
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average ordinary shares
outstanding, basic and diluted
|
|
|
2,806,128
|
|
|
|
2,610,490
|
|
|
|
2,751,017
|
|
|
|
2,606,031
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per
ordinary share
|
|
$
|
(0.13
|
)
|
|
$
|
(0.05
|
)
|
|
$
|
(0.40
|
)
|
|
$
|
(0.08
|
)
|
Concentration of Credit Risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which,
at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments
The fair value of
the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,”
approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their
short-term nature.
REVIVA
PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Recently Issued Accounting Standards
Management does not
believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect
on the Company’s condensed consolidated financial statements.
Risk and
Uncertainties
Management continues
to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the
virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target
company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty.
NOTE 4. INITIAL PUBLIC OFFERING
Pursuant to the Initial
Public Offering, the Company sold 6,325,000 Units at a purchase price of $10.00 per Unit, inclusive of 825,000 Units sold to the
underwriters on August 30, 2018 upon the underwriters’ election to fully exercise their over-allotment option. Each
Unit consists of one ordinary share and one Public Warrant. Each Public Warrant entitles the holder to purchase one ordinary share
at an exercise price of $11.50 per share and is redeemable by the Company under certain circumstances (see Note 8).
NOTE 5. PRIVATE PLACEMENT
Simultaneously with
the closing of the Initial Public Offering, the Sponsor and the underwriter of the Initial Public Offering (and its designees)
purchased an aggregate of 323,750 Private Units at a price of $10.00 per Private Unit, of which 310,000 Private Units were
purchased by the Sponsor and 13,750 Private Units were purchased by the underwriter ($3,237,500 in the aggregate). On August 30,
2018, the Company consummated the sale of an additional 35,063 Private Units at a price of $10.00 per Private Unit, of which 33,000
Private Units were sold to the Sponsor and 2,063 Private Units were sold to the underwriter, generating gross proceeds of $350,630.
Each Private Unit consists of one Private Share and one redeemable warrant (each, a “Private Warrant”). Each Private
Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share. The proceeds from the sale of the Private
Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete
a Business Combination within the Combination Period, the proceeds from the sale of the Private Units will be used to fund the
redemption of the Public Shares (subject to the requirements of applicable law) and the Private Warrants will expire worthless.
NOTE 6. RELATED PARTY TRANSACTIONS
Founder Shares
In June 2018,
the Company issued an aggregate of 1,437,500 founder shares to the Sponsor for an aggregate purchase price of $25,000 in
cash. On August 20, 2018, the Company effectuated a 1.1-for-1 share dividend resulting in an aggregate of 1,581,250 founder
shares outstanding. The founder shares included an aggregate of up to 206,250 shares subject to forfeiture by the Sponsor to the
extent that the underwriters’ over-allotment was not exercised in full or in part, so that the Sponsor would collectively
own 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On August 30, 2018,
as a result of the underwriters’ election to fully exercise their over-allotment option, 206,250 Founder Shares are no longer
subject to forfeiture.
The Founder
Shares automatically converted into common stock upon the consummation of the Business Combination on a one-for-one basis.
The Sponsor has agreed
not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier of
(i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price
of the Company’s ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations
and recapitalizations) for any 20 trading days within any 30-trading day period commencing 150 days after a Business Combination.
Convertible Promissory Notes –
Related Party
On February 10, 2020,
the Company issued the Sponsor a convertible promissory note, pursuant to which the Company borrowed an aggregate amount of $750,000.
Of such amount, $567,182 was used to fund the extension loan into the Trust Account and the balance was used to finance transaction
costs in connection with a Business Combination. During the nine months ended November 30, 2020, the Company issued the Sponsor
additional convertible promissory notes, pursuant to which the Company borrowed an aggregate amount of $1,225,000. Of such amounts,
$631,841 was used to fund the extension loans into the Trust Account and the balance will be used to finance transaction costs
in connection with a Business Combination. The loans are non-interest bearing and due to be paid upon the earlier of (i) the
consummation of a Business Combination and (ii) the date of the winding up of the Company. The loans are convertible into
units at a purchase price of $10.00 per unit. The units would be identical to the Private Units.
REVIVA
PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
On September 24, 2020,
the Company issued another convertible promissory note with the Sponsor, pursuant to which the Company borrowed an aggregate amount
of $350,000. Of such amount, $105,084 was used to fund the Fourth Extension loan into the Trust Account and the balance will be
used to finance transaction costs in connection with a Business Combination. The loan is non-interest bearing and due to be paid
upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the winding up of the Company.
The loan is convertible into units at a purchase price of $10.00 per unit; conversions greater than $75,000 are subject to shareholder
approval. The units would be identical to the Private Units.
On November 12, 2020,
the Company issued another convertible promissory note with the Sponsor, pursuant to which the Company borrowed an aggregate amount
of $200,000. Of such amount, $105,084 was used to fund the Fifth Extension loan into the Trust Account and the balance will be
used to finance transaction costs in connection with a Business Combination. The loan is non-interest bearing and due to be paid
upon the earlier of (i) the consummation of a Business Combination and (ii) the date of the winding up on the Company. The loan
is convertible into units at a purchase price of $10.00 per unit; conversions greater than $75,000 are subject to shareholder approval.
The units would be identical to the Private Units.
As of November 30,
2020, there was $1,975,000 outstanding under the convertible promissory notes. On December 14, 2020, in connection with the Business
Combination, the Sponsor elected to have the Working Capital Loans converted, pursuant to the terms of the Working Capital Loans,
into Private Placement Units, resulting in the issuance of an aggregate of 197,500 Working Capital Shares and 197,500 Working Capital
Warrants (together with the Working Capital Shares, the “Conversion Securities”). Upon issuance of the Conversion Securities
all of the existing obligations of the company under the Working Capital Loans were satisfied in full and irrevocably discharged,
terminated and released, and the Sponsor retained no rights with respect to such Working Capital Loans, other than the registration
rights provided pursuant to such working capital loans.
Related Party Loans
In order to finance
transaction costs in connection with a Business Combination, the Company’s Sponsor or an affiliate of the Sponsor, or the
Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working
Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon
consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be
converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. On December 8, 2020 the Company's shareholders approved a proposal to permit the Sponsor to convert an additional $500,000 of notes upon
consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. In the event
that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the
Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.
NOTE 7. COMMITMENTS
Registration Rights
Pursuant to a registration
rights agreement entered into on August 20, 2018, the holders of the founder shares, Private Units (and their underlying securities)
and any Units that may be issued upon conversion of the Working Capital Loans (and underlying securities) are entitled to registration
rights. The holders of 25% of these securities are entitled to make up to three demands, excluding short form demands, that the
Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect
to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred
in connection with the filing of any such registration statements.
Underwriting Agreement
The underwriters are
entitled to a deferred fee of 3.50% of the gross proceeds of the Initial Public Offering, or $2,213,750. The deferred fee will
be paid in cash and shares only upon the closing of a Business Combination from the amounts held in the Trust Account, subject
to the terms of the underwriting agreement. The deferred fee was partially paid in cash in the amount of $100,000, with the balance
settled through the issuance of 300,000 shares of common stock valued at $2,113,750, upon the closing of the Business Combination
from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.
The Transactions will
be consummated after the required approval by the stockholders of the Company and the satisfaction of certain other conditions
as further described in the Merger Agreement.
NOTE 8. SHAREHOLDERS’ EQUITY
Ordinary Shares
— The Company is authorized to issue an unlimited number of ordinary shares at no par value. Holders of the Company’s
ordinary shares are entitled to one vote for each share. At November 30, 2020 and February 29, 2020, there were 2,859,476
and 2,704,587 ordinary shares issued and outstanding, respectively, excluding 2,264,955 and 4,964,590 ordinary shares subject to
possible redemption, respectively.
Preferred Shares
— The Company is authorized to issue an unlimited number of preferred shares at no par value, divided into five classes,
Class A through Class E, each with such designation, rights and preferences as may be determined by a resolution of the
Company’s board of directors to amend the Amended and Restated Memorandum and Articles of Association to create such designations,
rights and preferences. The Company has five classes of preferred shares to give the Company flexibility as to the terms on which
each Class is issued. All shares of a single class must be issued with the same rights and obligations. Accordingly, starting
with five classes of preferred shares will allow the Company to issue shares at different times on different terms. At November
30, 2020 and February 29, 2020, there are no preferred shares designated, issued or outstanding.
REVIVA
PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
Warrants
— The Public Warrants will become exercisable on the later of (a) the consummation of a Business Combination or
(b) 12 months from the effective date of the registration statement relating to the Initial Public Offering. No Public
Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the ordinary
shares issuable upon exercise of the Public Warrants and a current prospectus relating to such ordinary shares. Notwithstanding
the foregoing, if a registration statement covering the ordinary shares issuable upon the exercise of the Public Warrants is not
effective within 90 days from the consummation of a Business Combination, the holders may, until such time as there is an
effective registration statement and during any period when the Company shall have failed to maintain an effective registration
statement, exercise the Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities
Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless
basis. The Public Warrants will expire five years from the consummation of a Business Combination or earlier upon redemption
or liquidation.
The Company may call
the warrants for redemption (excluding the Private Warrants), in whole and not in part, at a price of $0.01 per warrant:
|
•
|
at any time while the Public Warrants are exercisable,
|
|
•
|
upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder,
|
|
•
|
if, and only if, the reported last sale price of the ordinary shares equals or exceeds $21.00 per share, for any 20 trading days within a 30-trading day period ending on the third trading day prior to the notice of redemption to Public Warrant holders, and
|
|
•
|
if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
|
The Private Warrants
are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Warrants
and the ordinary shares issuable upon the exercise of the Private Warrants will not be transferable, assignable or salable until
after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Warrants will
be exercisable on a cashless basis and will be non-redeemable so long as they are held by the initial purchasers or their permitted
transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the
Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.
If the Company calls
the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants
to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of ordinary shares
issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary
dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances
of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle
the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates
the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor
will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants.
Accordingly, the warrants may expire worthless.
NOTE 9. FAIR VALUE MEASUREMENTS
The Company follows
the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting
period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.
The fair value of
the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have
received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction
between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities,
the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the
use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following
fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in
order to value the assets and liabilities:
|
Level 1:
|
Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
|
|
|
|
|
Level 2:
|
Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.
|
REVIVA
PHARMACEUTICALS HOLDINGS, INC.
(successor to Tenzing Acquisition Corp.)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 2020
(Unaudited)
|
Level 3:
|
Unobservable inputs based on the Company's assessment of the assumptions that market participants would use in pricing the asset or liability.
|
The following
table presents information about the Company’s assets that are measured at fair value on a recurring basis at November 30,
2020 and February 29, 2020, indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such
fair value:
Description
|
|
Level
|
|
|
November 30,
2020
|
|
|
February 29, 2020
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities held in Trust Account
|
|
|
1
|
|
|
$
|
34,649,855
|
|
|
$
|
60,882,949
|
|
NOTE 10. SUBSEQUENT EVENTS
As described in Note
1, the Company completed the Business Combination on December 14, 2020.
As described in Note
6, the Company's shareholders approved a proposal to permit the Sponsor to convert an additional $500,000 of notes upon consummation
of a Business Combination into additional Private Units at a price of $10.00 per Unit on December 8, 2020. On December 14, 2020,
upon issuance of the Conversion Securities all of the existing obligations of the company under the Working Capital Loans were
satisfied in full and irrevocably discharged, terminated and released, and the Sponsor retained no rights with respect to such
Working Capital Loans, other than the registration rights provided pursuant to such Working Capital Loans.
ITEM 2. MANAGEMENT’S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis
of the Company’s financial condition and results of operations should be read in conjunction with the unaudited condensed
consolidated financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the
discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking
Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933
and Section 21E of the Exchange Act that are not historical facts, and involve risks and uncertainties that could cause actual results
to differ materially from those expected and projected.
All statements other than statements of
historical fact included in this Quarterly Report on Form 10-Q including, without limitation, statements under this “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” regarding the Company’s financial position,
business strategy and the plans and objectives of management for future operations, are forward-looking statements. When used in
this Quarterly Report on Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,”
“intend” and similar expressions, as they relate to us or the Company’s management, identify forward-looking
statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information
currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking
statements as a result of certain factors detailed in our filings with the SEC. All subsequent written or oral forward-looking
statements attributable to us or persons acting on the Company’s behalf are qualified in their entirety by this paragraph.
Overview
We are a former blank check company incorporated
on March 20, 2018 under the name Tenzing Acquisition Corp. as a British Virgin Islands corporation and formed for the purpose of
acquiring, engaging in a share exchange, share reconstruction and amalgamation with, purchasing all or substantially all of the
assets of, or engaging in any other similar Business Combination with one or more businesses or entities. We completed our Initial
Public Offering on August 23, 2018 and completed the Business Combination (as defined below) on December 14, 2020.
Recent Developments
On December 14, 2020, the Company consummated
the previously announced business combination with Reviva and Merger Sub pursuant to the Merger Agreement.
Upon the consummation of the Business Combination,
Merger Sub merged with and into Reviva, with Reviva as the surviving company in the Merger and, after giving effect to such Merger,
Reviva becoming a wholly-owned subsidiary of Reviva Pharmaceuticals Holdings, Inc. In connection with the closing of the Business
Combination, the Company changed its name from “Tenzing Acquisition Corp.” to “Reviva Pharmaceuticals Holdings,
Inc.”
Results of Operations
Our only activities through November 30,
2020 were organizational activities, including those necessary to prepare for the Initial Public Offering, identify a target company
for a Business Combination and consummating the acquisition of Reviva. We generate non-operating income in the form of interest
income on marketable securities. We incurred expenses as a result of being a public company (for legal, financial reporting, accounting
and auditing compliance), as well as for due diligence expenses in connection with completing the Business Combination.
For the three months ended November 30,
2020, we had a net loss of $348,207, consisting of operating costs of $352,007, offset by interest income on marketable securities
held in our Trust Account of $3,800.
For the nine months ended November 30,
2020, we had a net loss of $1,020,005, consisting of operating costs of $1,142,872, offset by interest income on marketable securities
held in our Trust Account of $122,867.
For the three months ended November 30,
2019, we had net income of $136,808, consisting of interest income on marketable securities held in our Trust Account of $323,704,
offset by operating costs of $166,022 and an unrealized loss on marketable securities held in our Trust Account of $20,874.
For the nine months ended November 30,
2019, we had net income of $749,554, consisting of interest income on marketable securities held in our Trust Account of $1,074,188
and an unrealized gain on marketable securities held in our Trust Account of $6,633, offset by operating costs of $331,267.
Liquidity and Capital Resources
At November 30, 2020, we had marketable
securities held in the Trust Account of $34,649,855 (including approximately $1,013,000 of interest income), substantially all
of which is invested in money market funds, which invest in U.S. Treasury securities. Interest income earned on the balance in
the Trust Account may be available to us to pay taxes.
For the nine months ended November 30,
2020, cash used in operating activities amounted to $520,757. Net loss of $1,020,005 was offset by interest earned on marketable
securities held in the Trust Account of $122,867. Changes in our operating assets and liabilities provided cash of $622,115.
For the nine months ended November 30,
2019, cash used in operating activities amounted to $178,741. Net income of $749,554 was offset by interest earned on marketable
securities held in the Trust Account of $1,074,188 and an unrealized gain on securities held in the Trust Account of $6,633. Changes
in our operating assets and liabilities provided cash of $152,526.
We used substantially all of the funds
held in the Trust Account, including any amounts representing interest earned on the Trust Account (less deferred underwriting
fees) to complete the Business Combination.
As of November 30, 2020, we had $36,595 in our operating bank
accounts, $34,649,855 in securities held in the Trust Account and a working capital deficit of $815,589. On December 14, 2020,
the Closing by and among Tenzing, Reviva and the other parties named therein under the Merger Agreement was consummated. Until
such time as Reviva can generate substantial product revenue, if ever, Reviva expects to finance its cash needs through a combination
of equity or debt financings and collaboration agreements. Reviva does not currently have any committed external sources of capital.
We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These conditions
raise substantial doubt about our ability to continue as a going concern.
Off-Balance Sheet Financing Arrangements
We have no obligations, assets or liabilities,
which would be considered off-balance sheet arrangements as of November 30, 2020. We do not participate in transactions that create
relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would
have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance
sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or
purchased any non-financial assets.
Contractual Obligations
We do not have any long-term debt, capital
lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay the underwriters a deferred
fee of 3.50% of the gross proceeds of the Initial Public Offering, or $2,213,750. The deferred fee was be paid in both shares
and cash upon the closing of the Business Combination from the amounts held in the Trust Account, subject to the terms of the
underwriting agreement.
Critical Accounting Policies
The preparation of condensed consolidated
financial statements and related disclosures in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and income and expenses during the periods reported.
Actual results could materially differ from those estimates. We have identified the following critical accounting policies:
Ordinary Shares Subject to Redemption
We account for our ordinary shares subject
to possible conversion in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.” Ordinary shares subject to mandatory redemption are classified as a liability instrument and are
measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that
are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within
our control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity.
Our ordinary shares feature certain redemption rights that are considered to be outside of our control and subject to occurrence
of uncertain future events. Accordingly, ordinary shares subject to possible redemption are presented at redemption value as temporary
equity, outside of the shareholders’ equity section of our condensed consolidated balance sheets.
Net Loss Per Ordinary Share
We apply the two-class method in calculating
earnings per share. Ordinary shares subject to possible redemption which are not currently redeemable and are not redeemable at
fair value, have been excluded from the calculation of basic net loss per ordinary share since such shares, if redeemed, only participate
in their pro rata share of the Trust Account earnings. Our net income is adjusted for the portion of income that is attributable
to ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account and not our income
or losses.
Recent Accounting Standards
Management does not believe that any recently
issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on our condensed consolidated
financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKET RISK
Not required for a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure controls and procedures are
controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted
under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules
and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information
required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Evaluation of Disclosure Controls and
Procedures
As required by Rules 13a-15 and 15d-15
under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness
of the design and operation of our disclosure controls and procedures as of November 30, 2020. Based upon their evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules
13a-15 (e) and 15d-15 (e) under the Exchange Act) were effective.
Changes in Internal Control Over Financial
Reporting
During the most recently completed fiscal
quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
None.
ITEM 1A. RISK FACTORS.
As a smaller reporting company, we
are not required to provide the information required by this item. However, the risk factors included in (i) our Annual Report
on Form 10-K filed with the SEC on May 4, 2020, (ii) our definitive proxy statement/prospectus/information statement filed with
the Securities and Exchange Commission on November 12, 2020 under Rule 424 of the Securities Act of 1933, under the headings “Risks
Related to the Domestication and the Business Combination” and “Risks Related to Tenzing,” and (iii) our Quarterly
Report on Form 10-Q filed with the SEC on October 14, 2020, contain risks associated with the historic Tenzing Acquisition Corp.
business and the risks of the Business Combination occurring, which are no longer relevant. Accordingly, we direct you to the
risk factors included in our definitive proxy statement/prospectus/information statement filed with the Securities and Exchange
Commission on November 12, 2020 under Rule 424 of the Securities Act of 1933, under the heading “RISK FACTORS -- Risks Related
to Reviva's Business and Industry” and our 8-K filed with the Securities and Exchange Commission on December 18, 2020, under
the heading “Item 1A - Risk Factors. - Risks Related to the Company's Securities.” Additional risk factors not
presently known to us or that we currently deem immaterial may also impair our business or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY
SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
The following exhibits are filed as part
of, or incorporated by reference into, this Quarterly Report on Form 10-Q.
No.
|
|
Description of Exhibit
|
10.1
|
|
Promissory Note, dated September 24, 2020, issued by Tenzing
Acquisition Corp. to Tenzing LLC (filed as exhibit 10.1 to the Company’s Form 8-K filed on September 25, 2020,
and incorporated herein by reference).
|
10.2
|
|
Offer of Employment, dated as of October 19, 2020, by and between
Narayan Prabhu and Reviva Pharmaceuticals, Inc. (filed as Exhibit 10.16 to the Company’s Form S-4 (File No. (333-245057)
as filed on November 6, 2020, and incorporated herein by reference).
|
10.3
|
|
Form of Backstop Agreement, by and among Tenzing Acquisition Corp., Reviva Pharmaceuticals, Inc., and
the Investor named therein (filed as exhibit 10.1 to the Company’s Form 8-K filed on October 21, 2020, and incorporated herein
by reference).
|
10.4
|
|
Form of Waiver Letter, by Tenzing Acquisition Corp. and Reviva Pharmaceuticals, Inc. for the benefit of
the Investor named therein (filed as exhibit 10.1 to the Company’s Form 8-K filed on October 22, 2020, and incorporated herein
by reference).
|
10.5
|
|
Promissory Note, dated November 12, 2020, issued by Tenzing Acquisition Corp. to Tenzing LLC (filed
as exhibit 10.1 to the Company’s Form 8-K filed on November 13, 2020, and incorporated herein by reference).
|
31.1*
|
|
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2*
|
|
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1**
|
|
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
32.2**
|
|
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
* Filed herewith.
** Furnished.
SIGNATURES
Pursuant to the requirements of Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
|
REVIVA PHARMACEUTICALS HOLDINGS, INC.
|
|
|
|
Date: January 14, 2020
|
|
/s/ Laxminarayan Bhat
|
|
Name:
|
Laxminarayan Bhat
|
|
Title:
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: January 14, 2020
|
|
/s/ Narayan Prabhu
|
|
Name:
|
Narayan Prabhu
|
|
Title:
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit 31.1
CERTIFICATIONS
I, Laxminarayan Bhat, certify that:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Reviva Pharmaceuticals Holdings, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other e
mployees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
January 14, 2020
|
By:
|
/s/ Laxminarayan Bhat
|
|
|
Laxminarayan Bhat
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Exhibit 31.2
CERTIFICATIONS
I, Narayan Prabhu, certify that:
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Reviva Pharmaceuticals Holdings, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date:
January 14, 2020
|
By:
|
/s/ Narayan Prabhu
|
|
|
Narayan Prabhu
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the Quarterly
Report of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended
November 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I,
Laxminarayan Bhat, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by
§906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company as of and for the period covered by
the Report.
|
Date:
January 14, 2020
|
By:
|
/s/ Laxminarayan Bhat
|
|
|
Laxminarayan Bhat
|
|
|
Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADDED BY
SECTION 906 OF THE SARBANES-OXLEY ACT
OF 2002
In connection with the Quarterly
Report of Reviva Pharmaceuticals Holdings, Inc. (the “Company”) on Form 10-Q for the quarterly period ended
November 30, 2020, as filed with the Securities and Exchange Commission (the “Report”), I, Narayan Prabhu, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as added by §906 of the Sarbanes-Oxley Act
of 2002, that to my knowledge:
|
1.
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
2.
|
The information contained in the Report fairly presents,
in all material respects, the financial condition and results of operations of the Company as of and for the period covered by
the Report.
|
Date:
January 14, 2020
|
By:
|
/s/ Narayan Prabhu
|
|
|
Narayan Prabhu
|
|
|
Chief Financial Officer
|
|
|
(Principal Financial and Accounting Officer)
|
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