Table of Contents
United States
Securities and Exchange Commission
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Materials Pursuant to Rule 14a-12
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REVIVA PHARMACEUTICALS HOLDINGS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials:
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Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by
registration statement number, or the Form or Schedule and the date
of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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REVIVA PHARMACEUTICALS HOLDINGS, INC.
19925 STEVENS CREEK BLVD., SUITE 100
CUPERTINO, CA 95014
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To be held on December 8, 2021
To the Stockholders of Reviva Pharmaceuticals Holdings, Inc.
You are cordially invited to attend the Annual Meeting of
Stockholders (the “Annual Meeting”) of Reviva Pharmaceuticals
Holdings, Inc. (the “Company”) to be held on Wednesday, December 8,
2021 at 11:00 a.m. Pacific Time. We are planning to hold the Annual
Meeting virtually via the Internet at
www.virtaulshareholdermeeting.com/RVPH2021. You will not be able to
attend the Annual Meeting at a physical location. At the Annual
Meeting, stockholders will act on the following matters:
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To elect five director nominees to serve as directors until the
next annual meeting of stockholders;
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To ratify the appointment of Armanino LLP as our independent
registered public accounting firm for the year ending December 31,
2021; and
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To consider any other matters that may properly come before the
Annual Meeting.
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Only stockholders of record at the close of business on October 11,
2021 are entitled to receive notice of and to vote at the Annual
Meeting or any postponement or adjournment thereof.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, please vote electronically via the Internet or by
telephone, or, please complete, sign, date and return the
accompanying proxy card or voting instruction card in the enclosed
postage-paid envelope. If you attend the Annual Meeting and prefer
to vote during the Annual Meeting, you may do so even if you have
already voted your shares. You may revoke your proxy in the manner
described in the proxy statement at any time before it has been
voted at the Annual Meeting.
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By Order of the Board of Directors
/s/ Laxminarayan Bhat
Laxminarayan Bhat
Chief Executive Officer
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October 26, 2021
Cupertino, California
PROXY STATEMENT
TABLE OF
CONTENTS
REVIVA PHARMACEUTICALS HOLDINGS, INC.
19925 STEVENS CREEK BLVD., SUITE 100
CUPERTINO, CA 95014
PROXY STATEMENT
This proxy statement contains information related to the Annual
Meeting of Stockholders to be held on Wednesday, December 8, 2021
at 11:00 a.m. Pacific Time. We are planning to hold the Annual
Meeting virtually via the Internet, or at such other time and place
to which the Annual Meeting may be adjourned or postponed. In order
to attend our Annual Meeting, you must log in to
www.virtualshareholdermeeting.com/RVPH2021 using
the 16-digit control number on the proxy card that
accompanied the proxy materials.
Proxies for the Annual Meeting are being solicited by the Board of
Directors (the “Board”) of Reviva Pharmaceuticals Holdings, Inc.
(the “Company”). This proxy statement is first being made available
to stockholders on or about October 26, 2021. A list of record
holders of the Company’s common stock entitled to vote at the
Annual Meeting will be available for examination by any
stockholder, for any purpose germane to the Annual Meeting, at our
principal offices at 19925 Stevens Creek Blvd., Suite 100,
Cupertino, CA 95014, during normal business hours for ten days
prior to the Annual Meeting (the “Stockholder List”) and available
during the Annual Meeting.
Important Notice Regarding the Availability of Proxy Materials
for the Shareholder Meeting To Be Held on December 8, 2021.
Our proxy materials including the Proxy Statement for the Annual
Meeting, our annual report for the fiscal year ended
December 31, 2020, as amended, and proxy card are
available on the Internet at
www.proxyvote.com. Under Securities and Exchange
Commission (the “SEC”) rules, we are
providing access to our proxy materials by notifying you of the
availability of our proxy materials on the Internet.
ABOUT THE MEETING
Why are we calling this Annual Meeting?
We are calling the Annual Meeting to seek the approval of our
stockholders:
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To elect five director nominees to serve as directors until the
next annual meeting of stockholders;
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To ratify the appointment of Armanino LLP as our independent
registered public accounting firm for the year ending December 31,
2021; and
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To consider any other matters that may properly come before the
Annual Meeting.
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What are the Board’s
recommendations?
Our Board believes that the election of the director nominees
identified herein and the appointment of Armanino LLP as our
independent registered public accounting firm for the year ending
December 31, 2021 are advisable and in the best interests of the
Company and its stockholders and recommends that you vote
FOR each of the proposals. If you are a stockholder of
record and you return a properly executed proxy card or vote by
proxy over the Internet but do not mark the boxes showing how you
wish to vote, your shares will be voted in accordance with the
recommendations of the Board, as set forth above. With respect to
any other matter that properly comes before our Annual Meeting, the
proxy holders will vote as recommended by the Board or, if no
recommendation is given, at their own discretion.
Who is entitled to vote at the meeting?
Only stockholders of record at the close of business on the record
date, October 11, 2021 (the “Record Date”), are entitled to receive
notice of the Annual Meeting and to vote the shares of common stock
that they held on that date at the meeting, or any postponement or
adjournment of the meeting. Holders of our common stock are
entitled to one vote per share on each matter to be voted upon.
As of the Record Date, we had 13,888,986 outstanding shares of
common stock.
Who can attend the meeting?
All stockholders as of the Record Date, or their duly appointed
proxies, may attend the Annual Meeting. Attendance at the Annual
Meeting shall solely be via the Internet at
www.virtualshareholdermeeting.com/RVPH2021 using
the 16-digit control number on the proxy card that
accompanied the proxy materials. Stockholders will not be able to
attend the Annual Meeting at a physical location.
The live webcast of the Annual Meeting will begin promptly at 11:00
a.m. Pacific Time. Online access to the webcast will open
approximately 15 minutes prior to the start of the Annual
Meeting to allow time for our stockholders to log in and test their
devices’ audio system. We encourage our stockholders to access the
meeting in advance of the designated start time.
An online portal will be available to our stockholders at
www.proxyvote.com commencing approximately on or about
October 26, 2021. By accessing this portal, stockholders will be
able to vote in advance of the Annual Meeting. Stockholders may
also vote, and submit questions, during the Annual Meeting at
www.virtualshareholdermeeting.com/RVPH2021. To demonstrate proof of
stock ownership, you will need to enter
the 16-digit control number received with your proxy card
to submit questions and vote at our Annual Meeting. If you hold
your shares in “street name” (that is, through a broker or other
nominee), you will need authorization from your broker or nominee
in order to vote. We intend to answer questions submitted during
the meeting that are pertinent to the Company and the items being
brought for stockholder vote at the Annual Meeting, as time
permits, and in accordance with the Rules of Conduct for the Annual
Meeting. To promote fairness, efficiently use the Company’s
resources and ensure all stockholder questions are able to be
addressed, we will respond to no more than three questions from a
single stockholder. We have retained Broadridge Financial Solutions
to host our virtual annual meeting and to distribute, receive,
count and tabulate proxies.
What constitutes a quorum?
The presence at the Annual Meeting, in person or by proxy, of a
majority of the voting power of all issued and outstanding shares
of our common stock entitled to vote at the Annual Meeting will
constitute a quorum for our meeting. Signed proxies received but
not voted and broker non-votes will be included in the
calculation of the number of shares considered to be present at the
meeting.
How do I vote?
You may vote on the Internet, by telephone, by mail or by attending
the Annual Meeting and voting electronically, all as described
below. The Internet and telephone voting procedures are designed to
authenticate stockholders by use of a control number and to allow
you to confirm that your instructions have been properly recorded.
If you vote by telephone or on the Internet, you do not need to
return your proxy card or voting instruction card.
Vote on the Internet
If you are a stockholder of record, you may submit your proxy by
going to www.proxyvote.com, and following the instructions
provided in the proxy card that accompanied the proxy materials. If
your shares are held with a broker, you will need to go to the
website provided on your proxy card. Have your proxy card in hand
when you access the voting website. On the Internet voting site,
you can confirm that your instructions have been properly recorded.
If you vote on the Internet, you can also request electronic
delivery of future proxy materials. Internet voting
facilities are available now and will be available 24 hours a day
until 11:59 p.m., Eastern Time, on December 7, 2021.
Vote by Telephone
If you are a stockholder of record, you can also vote by telephone
by dialing 1-800-690-6903. If your shares are held with a
broker, you can vote by telephone by dialing the number specified
on your voting instruction card. Have your proxy card or voting
instruction card in hand when you call. Telephone voting
facilities are available now and will be available 24 hours a day
until 11:59 p.m., Eastern Time, on December 7, 2021.
Vote by Mail
You may choose to vote by mail, by marking your proxy card or
voting instruction card, dating and signing it, and returning it in
the postage-paid envelope provided. If the envelope is missing and
you are a stockholder of record, please mail your completed proxy
card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood,
NY 11717. If the envelope is missing and your shares are held with
a broker, please mail your completed voting instruction card to the
address specified therein. Please allow sufficient time for mailing
if you decide to vote by mail as it must be received by 11:59 p.m.
on December 7, 2021.
Voting at the Annual Meeting
You will have the right to vote at the Annual Meeting.
You will have the right to vote on the day of, or during, the
Annual Meeting on www.virtualshareholdermeeting.com/RVPH2021. To
demonstrate proof of stock ownership, you will need to enter
the 16-digit control number received with your proxy card
to vote at our Annual Meeting.
Even if you plan to attend our Annual Meeting, we recommend that
you also submit your proxy as described above so that your vote
will be counted if you later decide not to attend our Annual
Meeting.
The shares voted electronically, telephonically, or represented by
the proxy cards received, properly marked, dated, signed and not
revoked, will be voted at the Annual Meeting.
What if I vote and then change my mind?
You may revoke your proxy at any time before it is exercised
by:
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filing with the Secretary of the Company a notice of
revocation;
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submitting a later-dated vote by telephone or on the Internet;
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sending in another duly executed proxy bearing a later date; or
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attending the Annual Meeting remotely and casting your vote in the
manner set forth above.
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Your latest vote will be the vote that is counted.
What is the difference between holding shares as a
stockholder of record and as a beneficial owner?
Many of our stockholders hold their shares through a stockbroker,
bank or other nominee rather than directly in their own name. As
summarized below, there are some distinctions between shares held
of record and those owned beneficially.
Stockholder of Record
If your shares are registered directly in your name with our
transfer agent, Continental Stock Transfer & Trust Company, you
are considered, with respect to those shares, the stockholder of
record. As the stockholder of record, you have the right to grant
your voting proxy directly to us or to vote at the Annual
Meeting.
Beneficial Owner
If your shares are held in a stock brokerage account or by a bank
or other nominee, you are considered the beneficial owner of shares
held in street name, and these proxy materials are being forwarded
to you by your broker, bank or nominee which is considered, with
respect to those shares, the stockholder of record. As the
beneficial owner, you have the right to direct your broker as to
how to vote and are also invited to attend the Annual Meeting.
However, because you are not the stockholder of record, you may not
vote these shares unless you obtain a signed proxy from the record
holder giving you the right to vote the shares. If you do not vote
your shares or otherwise provide the stockholder of record with
voting instructions, your shares may constitute
broker non-votes. The effect of
broker non-votes is more specifically described in
“What vote is required to approve each proposal?” below.
What vote is required to approve each proposal?
The holders of a majority of our common stock outstanding on the
Record Date must be present, in person or by proxy, at the Annual
Meeting in order to have the required quorum for the transaction of
business. Pursuant to Delaware corporate law, abstentions and
broker non-votes will be counted for the purpose of determining
whether a quorum is present.
Assuming that a quorum is present, the following votes will be
required:
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With respect to the first proposal (election of directors,
“Proposal 1”), directors are elected by a plurality of the votes
present in person or represented by proxy and entitled to vote, and
the director nominees who receive the greatest number of votes at
the Annual Meeting (up to the total number of directors to be
elected) will be elected. As a result, abstentions and “broker
non-votes” (see below), if any, will not affect the outcome of
the vote on this proposal.
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The second proposal, to ratify the appointment of Armanino LLP as
our independent registered public accounting firm for 2021
(“Proposal 2”), requires the affirmative vote of a majority of the
total votes cast, in person or by proxy. As a result, abstentions
and “broker non-votes” (see below), if any, will not affect
the outcome of the vote on these proposals.
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Holders of the common stock will not have any dissenters’ rights of
appraisal in connection with any of the matters to be voted on at
the meeting.
What are “broker
non-votes”?
If you are a beneficial owner of shares registered in the name of
your bank, broker or other agent, your shares are held by your
broker, bank or other agent as your nominee, or in “street name,”
and you will need to obtain a proxy form from the organization that
holds your shares and follow the instructions included on that form
regarding how to instruct the organization to vote your shares.
Banks, brokers and other agents acting as nominees are permitted to
use discretionary voting authority to vote proxies for proposals
that are deemed “routine” by the New York Stock Exchange, but are
not permitted to use discretionary voting authority to vote proxies
for proposals that are deemed “non-routine” by the New York Stock
Exchange. The determination of which proposals are deemed “routine”
versus “non-routine” may not be made by the New York Stock Exchange
until after the date on which this proxy statement has been mailed
to you. As such, it is important that you provide voting
instructions to your bank, broker or other nominee, if you wish to
determine the voting of your shares. If the New York Stock Exchange
determines a proposal to be “non-routine,” failure to vote, or to
instruct your broker how to vote any shares held for you in your
broker’s names, will have the same effect as a vote against such
proposal.
A broker “non-vote” occurs when a proposal is deemed “non-routine”
and a nominee holding shares for a beneficial owner does not have
discretionary voting authority with respect to the matter being
considered and has not received instructions from the beneficial
owner.
The election of directors (Proposal 1) is generally not considered
to be a “routine” matter and brokers are not permitted to vote on
these matters if the broker has not received instructions from the
beneficial owner. Accordingly, it is particularly important that
beneficial owners instruct their brokers how they wish to vote
their shares. The ratification of our independent registered public
accounting firm (Proposal 2) is generally considered to be a
“routine” matter, and hence your brokerage firm may be able to vote
on Proposal 2 even if it does not receive instructions from you, so
long as it holds your shares in its name.
How are we soliciting this proxy?
We are soliciting this proxy on behalf of our Board and will pay
all expenses associated therewith. Some of our officers, directors
and other employees also may, but without compensation other than
their regular compensation, solicit proxies by further mailing or
personal conversations, or by telephone, facsimile or other
electronic means.
We will also, upon request, reimburse brokers and other persons
holding stock in their names, or in the names of nominees, for
their reasonable out-of-pocket expenses for forwarding proxy
materials to the beneficial owners of the capital stock and to
obtain proxies.
PROPOSAL 1: TO ELECT FIVE DIRECTORS TO SERVE
UNTIL THE NEXT ANNUAL MEETING AND UNTIL THEIR SUCCESSORS HAVE BEEN
DULY ELECTED AND QUALIFIED
Our Board is currently composed of five directors. Vacancies on the
Board may be filled only by persons elected by a majority of the
remaining directors. A director elected by the Board to fill a
vacancy, including vacancies created by an increase in the number
of directors, shall hold office for the remainder of the full term
of the director for which the vacancy was created or occurred and
until such director’s successor shall have been duly elected and
qualified or until their earlier resignation, death or removal.
Each of the nominees listed below is currently one of our
directors. If elected at the Annual Meeting, each of these nominees
would serve until the next annual meeting and until their successor
has been duly elected and qualified, or, if sooner, until their
earlier resignation, death or removal.
Directors are elected by a plurality of the votes of the holders of
shares present in person or represented by proxy and entitled to
vote on the election of directors. Abstentions and broker non-votes
will not be treated as a vote for or against any particular
director nominee and will not affect the outcome of the election.
Stockholders may not vote, or submit a proxy, for a greater number
of nominees than the five nominees named below. The director
nominees receiving the highest number of affirmative votes will be
elected. Shares represented by executed proxies will be voted, if
authority to do so is not withheld, for the election of the five
director nominees named below. If any director nominee becomes
unavailable for election as a result of an unexpected occurrence,
shares that would have been voted for that nominee will instead be
voted for the election of a substitute nominee proposed by our
Board. Each person nominated for election has agreed to serve if
elected. Our management has no reason to believe that any nominee
will be unable to serve.
Prior to the consummation of the transactions (the “Business
Combination”) contemplated by the Merger Agreement dated as of
July 20, 2020 (as amended, the “Merger Agreement”), certain of
our nominees served on the board of directors of Reviva
Pharmaceuticals, Inc., a Delaware corporation (“Old Reviva”)
and our predecessor company, formerly known as Tenzing Acquisition
Corp., a British Virgin Islands exempted company (“Tenzing”).
Nominees for Election until the Next Annual Meeting
The following table sets forth the name, age, position and tenure
of each of our directors who are up for re-election at the 2021
Annual Meeting:
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Name
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Age
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Position(s)
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Served as an Officer or
Director Since
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Laxminarayan Bhat
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56
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President, Chief Executive Officer, Director
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2020
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Parag Saxena
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66
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Chairman of the Board
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2020
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Richard Margolin
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70
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Director
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2020
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Purav Patel
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39
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Director
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2020
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Les Funtleyder
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52
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Director
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2020
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The following includes a brief biography of each of the nominees
standing for election to the Board at the Annual Meeting, based on
information furnished to us by each director nominee, with each
biography including information regarding the experiences,
qualifications, attributes or skills that caused the Nominating and
Corporate Governance Committee and the Board to determine that the
applicable nominee should serve as a member of our Board.
Directors
Laxminarayan Bhat, President, Chief Executive Officer and
Director
Dr. Bhat is the founder of our company and has served as our
President, Chief Executive Officer and a member of our Board since
December 2020 and prior to this, served as President, Chief
Executive Officer and a director of Old Reviva since its inception
in 2006. From 2000 to 2004, Dr. Bhat served as research scientist
at XenoPort, Inc., now a part of Arbor Pharmaceuticals, LLC (NYSE:
ABR), a public company engaged in the pharmaceuticals business. Dr.
Bhat also served as a research scientist, from 2004 to 2006, at
ARYx Therapeutics Inc, (previously trading under OTCM: ARYX), a
former public company that focused on the development of
pharmaceutical products. From 1997 to 2000, Dr. Bhat served as a
post-doctoral researcher in the Drug Discovery Program at the
Higuchi Biosciences Center, a biomedical research center at the
University of Kansas. Dr. Bhat has over 20 years’ experience in
drug discovery and development. Dr. Bhat has received a global
post-doctoral training at the University of Kansas, USA, the
Georg-August-Universität, Göttingen, Germany and the Université du
Maine, France. In 1995, he was selected for the Alexander von
Humboldt fellowship, an internationally recognized award for young
scientists to pursue advanced research in Germany. Dr. Bhat
received his Ph.D. in synthetic organic chemistry from the Central
University (NEHU), India.
We believe Dr. Bhat’s history as the founder of Reviva and his
experience in drug discovery and development qualifies him to serve
on our Board.
Parag Saxena, Chairman of the Board
Mr. Saxena has served as Chairman of the Board since December 2020,
and prior to this, served as Chairman of the board of directors of
Tenzing since 2018. Mr. Saxena has extensive investment experience
in the U.S. and in the Indian subcontinent. Mr. Saxena co-founded
Vedanta Management LP (or Vedanta) and NSR Advisors in 2006,
private equity investment management firms, which currently
collectively manage over $1 billion in assets. He is the Managing
Partner and Chief Executive Officer of both firms. Previously, he
was Chief Executive Officer of INVESCO Private Capital (and its
predecessor firms), a venture capital firm in the U.S. During his
23-year tenure, over 300 investments were made, including Amgen,
Costco, PictureTel, Polycom, Staples and Starbucks. Mr. Saxena led
more than 90 investments for INVESCO Private Capital (and its
predecessor firms), a third of which went on to become public
companies. These investments include Alkermes, Celgene, Genomic
Health, Indigo, Masimo, Transgenomic, Xenon Pharmaceuticals, Amber
Networks, ARM Holdings, MetroPCS, and Volterra. Mr. Saxena has
served on committees advising the Prime Minister of India on
foreign direct investments, and the Planning Commission of India on
venture capital. He was also a Director of the Indian Institute of
Technology, Bombay’s Heritage Fund as well as a Trustee of the
Bharatiya Vidya Bhavan. He is on the Advisory Board of the Center
for Advanced Studies on India at the University of Pennsylvania and
is on the Indian Advisory Council of Brown University. Mr. Saxena
was the President of TiE Tri-State (NY, CT, NJ) from 2003 to 2010.
He was also on Mayor Bloomberg’s Applied Sciences NYC Advisory
Committee. Mr. Saxena received an M.B.A. from the Wharton School of
the University of Pennsylvania. He earned a B.Tech. from the Indian
Institute of Technology, Bombay and an M.S. in Chemical Engineering
from the West Virginia College of Graduate Studies.
We believe Mr. Saxena’s deep financial, entrepreneurial and
business expertise and extensive experience as a member of the
boards and board committees of other public companies qualifies him
to serve on our Board.
Richard Margolin, Director
Dr. Margolin has served as a member of our Board since
December 2020. Since February 2020, Dr. Margolin has served as
Senior Vice President, Translational Sciences and Clinical
Development at TauC3 Biologics Ltd., a privately held British
biopharmaceutical company. Dr. Margolin also currently serves as
the Chief Medical Officer of Eikonizo Therapeutics, Inc., a
biotechnology company since January 2020, and he is the Founder and
Principal Consultant of CNS Research Solutions LLC, a consulting
firm supporting the development of novel therapeutics for CNS
disorders since May 2018. From December 2016 to April 2018, Dr.
Margolin served as Executive Director, Internal Medicine Research
Unit at Pfizer, Inc. (NYSE: PFE), a publicly-traded pharmaceutical
company. From November 2013 to December 2016, Dr. Margolin served
as the Vice President, Clinical Development at CereSpir, Inc., a
biotechnology company. Previously, he held positions in two major
pharmaceutical companies, and earlier in his career he held
leadership positions in psychiatry departments of two major U.S.
medical schools. Dr. Margolin earned his AB from Harvard College
and his MD from the University of California, Irvine and received
research training at the National Institutes of Health.
We believe Dr. Margolin’s 30 years of experience in
pharmaceutical research and development qualifies him to serve on
our Board.
Purav Patel, Director
Mr. Patel has served as a member of our Board since December
2020 and prior to this, served as a director of Old Reviva since
May 2017. Mr. Patel has also been Founder and Managing Partner of
Buena Vista Fund I, a company engaged in the business of startup
investments since 2014. Mr. Patel has over 14 years of experience
in business operations and scaling startups. Mr. Patel serves on
the Board of Pratham, a charitable organization with the mission to
vastly improve the quality of education for underprivileged
children and youth across India. Mr. Patel holds a Bachelor’s
Degree in Biology and Business from the University of Texas. Mr.
Patel is skilled at financial analysis, business operations and
fundraising.
We believe Mr. Patel’s 12 years of knowledge of Reviva’s
history, team, investors and product candidates qualifies him to
serve on our Board.
Les Funtleyder, Director
Mr. Funtleyder has served as a member of our Board
since December 2020. Mr. Funtleyder has served as a member of the
board of directors of Applied Therapeutics Inc. (NASDAQ: APLT), a
clinical-stage biopharmaceutical company, since June 2016 and
served as its interim Chief Financial Officer from December 2018 to
April 2019. Mr. Funtleyder has also served as a healthcare
portfolio manager at E Squared Capital Management, LLC since
January 2014, a senior external advisor with McKinsey and Co. since
June 2017, and a consulting partner at Bluecloud Health, a private
equity healthcare fund, since December 2013. Mr. Funtleyder
previously served as the director of strategic investments and
communications of OPKO Health Inc. (NASDAQ: OPK), a publicly traded
healthcare company, from April 2014 to June 2016. Mr. Funtleyder
currently serves on the board of directors of several private
healthcare companies and foundations. Mr. Funtleyder is also an
adjunct professor at Columbia University Medical Center. Mr.
Funtleyder received his B.A. from Tulane University and MPH from
Columbia University Mailman School of Public Health.
We believe Mr. Funtleyder’s extensive experience managing and
investing in the healthcare industry and his experience serving as
the CFO of another publicly-traded pharmaceutical company qualifies
him to serve on our Board.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE ELECTION OF THE DIRECTOR NOMINEES.
CORPORATE
GOVERNANCE
Board of Director Composition
Our Board is currently composed of five directors. Our directors
hold office until their successors have been elected and qualified
or until the earlier of their resignation or removal.
We have no formal policy regarding board diversity. Our priority in
selection of board members is identification of members who will
further the interests of our stockholders through their established
record of professional accomplishment, the ability to contribute
positively to the collaborative culture among Board members,
knowledge of our business and understanding of the competitive
landscape.
Board of
Director Meetings
This is our first Annual Meeting of Stockholders since the
consummation of the Business Combination on December 14, 2020 (the
“Effective Date”), in which the Company is the surviving entity.
Since the Effective Date through December 31, 2020 our Board did
not meet in formal session and acted by written consent once. Since
the Effective Date through December 31, 2020, each of the directors
attended at least 75% of the aggregate of (i) the total number of
meetings of our Board (held during the period for which such
directors served on the Board) and (ii) the total number of
meetings of all committees of our Board on which the director
served (during the periods for which the director served on such
committee or committees). We do not have a formal policy requiring
members of the Board to attend our annual meetings.
Director Independence
Our common stock is listed on The NASDAQ Capital Market. Under the
rules of The NASDAQ Capital Market, independent directors must
comprise a majority of our Board. In addition, the rules of The
NASDAQ Capital Market require that all the members of such
committees be independent. Audit committee members must also
satisfy the independence criteria set forth in Rule 10A-3 under the
Securities Exchange Act of 1934, as amended, or the Exchange Act.
Compensation committee members must also satisfy the independence
criteria established by The NASDAQ Capital Market in accordance
with Rule 10C-1 under the Exchange Act. Under the rules of The
NASDAQ Capital Market, a director will only qualify as an
“independent director” if, among other qualifications, in the
opinion of that company’s board of directors, that person does not
have a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director.
Our Board undertook a review of its composition, the composition of
its committees and the independence of each director. Based upon
information requested from and provided by each director concerning
their background, employment and affiliations, including family
relationships, our Board has determined that Mr. Saxena,
Mr. Funtleyder, Mr. Patel and Dr. Margolin, do not
have a relationship that would interfere with the exercise of
independent judgment in carrying out the responsibilities of a
director and that each of these directors is “independent” as that
term is defined under the rules of The NASDAQ Capital Market and
the SEC.
In making this determination, our Board considered the
relationships that each non-employee director has with our Company
and all other facts and circumstances our Board deemed relevant in
determining their independence. We intend to comply with the other
independence requirements for committees within the time periods
specified above.
Board Committees
Our Board has established an Audit Committee, a Compensation
Committee and a Nominating and Corporate Governance Committee. Our
Board may establish other committees to facilitate the management
of our business. The composition and functions of each committee
named above are described below. Members serve on these committees
until their resignation or until otherwise determined by our
Board.
Audit Committee. Our Audit Committee consists of
Mr. Funtleyder, Mr. Patel and Dr. Margolin, and
Mr. Funtleyder serves as the chairperson of the Audit
Committee. Since the Effective Date through December 31, 2020 our
Audit Committee did not meet in formal session and acted by written
consent once. Our Board has determined that the three directors
currently serving on our Audit Committee are independent within the
meaning of the NASDAQ Marketplace Rules and Rule 10A-3 under the
Exchange Act. In addition, our Board has determined that
Mr. Funtleyder qualifies as an audit committee financial
expert within the meaning of SEC regulations and The NASDAQ
Marketplace Rules.
The Audit Committee oversees and monitors our financial reporting
process and internal control system, reviews and evaluates the
audit performed by our registered independent public accountants
and reports to our Board any substantive issues found during the
audit. The Audit Committee is directly responsible for the
appointment, compensation and oversight of the work of our
registered independent public accountants. The Audit Committee
reviews and approves all transactions with affiliated parties. Our
Board has adopted a written charter for the Audit Committee. A copy
of the charter is posted under the “Governance” tab in the
“Investors” section of our website, which is located at
https://revivapharma.com/.
Compensation Committee. Our Compensation Committee consists
of Mr. Patel, Dr. Margolin and Mr. Saxena, and
Mr. Patel serves as the chairperson of the Compensation
Committee. Since the Effective Date through December 31, 2020 our
Compensation Committee did not meet. Our Board has determined that
the three directors currently serving on our Compensation Committee
are independent under the listing standards, are “non-employee
directors” as defined in Rule 16b-3 promulgated under the Exchange
Act.
The Compensation Committee provides advice and makes
recommendations to our Board in the areas of employee salaries,
benefit programs and director compensation. The Compensation
Committee also reviews and approves corporate goals and objectives
relevant to the compensation of our Chief Executive Officer and
other officers and makes recommendations in that regard to our
Board as a whole.
The Compensation Committee has directly engaged a compensation
consultant, Pearl Meyer & Partners, LLC, to provide advice and
recommendations on the structure, amount and form of executive and
director compensation and the competitiveness thereof. At the
request of the Compensation Committee, the compensation consultant
provided, among other things, comparative data from selected peer
companies. The compensation consultant reports directly to the
Compensation Committee. The Compensation Committee’s decision to
hire the compensation consultant was not made or recommended by
Company management. The compensation consultant has not performed
any work for the Company except with respect to the work that it
has done directly for the Compensation Committee.
Our Board has adopted a written charter for the Compensation
Committee. A copy of the charter is posted under the “Governance”
tab in the “Investors” section of our website, which is located at
https://revivapharma.com/.
Nominating and Corporate Governance Committee. Our
Nominating and Corporate Governance Committee consists of Mr.
Saxena, Mr. Funtleyder and Mr. Patel, and Mr. Saxena
serves as the chairperson of the Nominating and Corporate
Governance Committee. Since the Effective Date through December 31,
2020 our Nominating and Corporate Governance Committee did not
meet. The Nominating and Corporate Governance Committee nominates
individuals to be elected to the Board by our stockholders. The
Nominating and Corporate Governance Committee considers
recommendations from stockholders if submitted in a timely manner
in accordance with the procedures set forth in our bylaws and will
apply the same criteria to all persons being considered. All
members of the Nominating and Corporate Governance Committee are
independent directors as defined under the NASDAQ listing
standards. Our Board has adopted a written charter for the
Nominating and Corporate Governance Committee. A copy of the
charter is posted under the “Governance” tab in the “Investors”
section of our website, which is located at
https://revivapharma.com/.
Stockholder Nominations for
Directorships
Stockholders may recommend individuals to the Nominating and
Corporate Governance Committee for consideration as potential
director candidates by submitting their names and background to the
Secretary of the Company at the address set forth below under
“Stockholder Communications” in accordance with the provisions set
forth in our bylaws. All such recommendations will be forwarded to
the Nominating and Corporate Governance Committee, which will
review and only consider such recommendations if appropriate
biographical and other information is provided, including, but not
limited to, the items listed below, on a timely basis. All security
holder recommendations for director candidates must be received by
the Company in the timeframe(s) set forth under the heading
“Stockholder Proposals” below.
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the name and address of record of the security holder;
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a representation that the security holder is a record holder of the
Company’s securities, or if the security holder is not a record
holder, evidence of ownership in accordance with Rule 14a-8(b)(2)
of the Securities Exchange Act of 1934;
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●
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the name, age, business and residential address, educational
background, current principal occupation or employment, and
principal occupation or employment for the preceding five (5) full
fiscal years of the proposed director candidate;
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a description of the qualifications and background of the proposed
director candidate and a representation that the proposed director
candidate meets applicable independence requirements;
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a description of any arrangements or understandings between the
security holder and the proposed director candidate; and
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the consent of the proposed director candidate to be named in the
proxy statement relating to the Company’s annual meeting of
stockholders and to serve as a director if elected at such annual
meeting.
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Assuming that appropriate information is provided for candidates
recommended by stockholders, the Nominating and Corporate
Governance Committee will evaluate those candidates by following
substantially the same process, and applying substantially the same
criteria, as for candidates submitted by members of the Board or
other persons, as described above and as set forth in its written
charter.
Board Leadership Structure and Role in
Risk Oversight
The positions of our chairman of the Board and chief executive
officer are separated. Separating these positions allows our chief
executive officer to focus on our day-to-day business, while
allowing the chairman of the Board to lead our Board in its
fundamental role of providing advice to and independent oversight
of management. Our Board recognizes the time, effort and energy
that the chief executive officer must devote to his position in the
current business environment, as well as the commitment required to
serve as our chairman, particularly as our Board’s oversight
responsibilities continue to grow. Our Board also believes that
this structure ensures a greater role for the independent directors
in the oversight of our Company and active participation of the
independent directors in setting agendas and establishing
priorities and procedures for the work of our Board. Our Board
believes its administration of its risk oversight function has not
affected its leadership structure.
Although our bylaws do not require our chairman and chief executive
officer positions to be separate, our Board believes that having
separate positions is the appropriate leadership structure for us
at this time and demonstrates our commitment to good corporate
governance.
Risk is inherent with every business, and how well a business
manages risk can ultimately determine its success. We face a number
of risks, including those described under the section entitled
“Risk Factors” in our Annual Report on Form 10-K for the fiscal
year ended December 31, 2020 and other reports filed with the SEC.
Our Board is actively involved in oversight of risks that could
affect us. This oversight is conducted primarily by our full Board,
which has responsibility for general oversight of risks.
Our Board will satisfy this responsibility through full reports by
each committee chair regarding the committee’s considerations and
actions, as well as through regular reports directly from officers
responsible for oversight of particular risks within our Company.
Our Board believes that full and open communication between
management and our Board is essential for effective risk management
and oversight.
Stockholder
Communications
Our Board will give appropriate attention to written communications
that are submitted by stockholders, and will respond if and as
appropriate. Absent unusual circumstances or as contemplated by
committee charters, and subject to advice from legal counsel, the
Secretary of the Company is primarily responsible for monitoring
communications from stockholders and for providing copies or
summaries of such communications to the Board as he considers
appropriate.
Communications from stockholders will be forwarded to all directors
if they relate to important substantive matters or if they include
suggestions or comments that the Secretary considers to be
important for the Board to know. Communication relating to
corporate governance and corporate strategy are more likely to be
forwarded to the Board than communications regarding personal
grievances, ordinary business matters, and matters as to which the
Company tends to receive repetitive or duplicative
communications.
Stockholders who wish to send communications to the Board should
address such communications to: The Board of Directors, Reviva
Pharmaceuticals Holdings, Inc., 19925 Stevens Creek Blvd., Suite
100, Cupertino, CA, Attention: Secretary.
Code of Business
Conduct and Ethics
We have adopted a written code of business conduct and ethics that
applies to our employees, officers and directors. A current copy of
the code is posted under the “Governance” tab in the “Investors”
section of our website, which is located at
http://revivapharma.com/. We intend to disclose future amendments
to certain provisions of our code of business conduct and ethics,
or waivers of such provisions applicable to any principal executive
officer, principal financial officer, principal accounting officer
or controller, or persons performing similar functions, and our
directors, on our website identified above or in filings with the
SEC.
Anti-Hedging Policy
Under the terms of our insider trading policy, we prohibit each
officer, director and employee, and each of their family members
and controlled entities, from engaging in certain forms of hedging
or monetization transactions. Such transactions include those, such
as zero-cost collars and forward sale contracts, that would
allow them to lock in much of the value of their stock holdings,
often in exchange for all or part of the potential for upside
appreciation in the stock, and to continue to own the covered
securities but without the full risks and rewards of ownership.
Limitation of Directors Liability and
Indemnification
The Delaware General Corporation Law (the “DGCL”) authorizes
corporations to limit or eliminate the personal liability of
directors to corporations and their stockholders for monetary
damages for breaches of directors’ fiduciary duties, subject to
certain exceptions. Our certificate of incorporation, as amended,
includes a provision that eliminates the personal liability of
directors for monetary damages for any breach of fiduciary duty as
a director, except for liability (i) for any breach of the
director’s duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL or (iv) for any
transaction from which the director derived an improper personal
benefit. The effect of these provisions is to eliminate the rights
of the Company and its stockholders, through stockholders’
derivative suits on the Company’s behalf, to recover monetary
damages from a director for breach of fiduciary duty as a director,
including breaches resulting from grossly negligent behavior.
However, exculpation does not apply to any director if the director
has acted in bad faith, knowingly or intentionally violated the
law, authorized illegal dividends or redemptions or derived an
improper benefit from their actions as a director.
Our certificate of incorporation, as amended and our bylaws provide
that we must indemnify and advance expenses to directors and
officers to the fullest extent authorized by the DGCL. We are also
expressly authorized to carry directors’ and officers’ liability
insurance providing indemnification for directors, officers and
certain employees for some liabilities. We believe that these
indemnification and advancement provisions and insurance are useful
to attract and retain qualified directors and executive
officers.
The limitation of liability, indemnification and advancement
provisions in our certificate of incorporation, as amended, and our
bylaws may discourage stockholders from bringing a lawsuit against
directors for breach of their fiduciary duty. These provisions also
may have the effect of reducing the likelihood of derivative
litigation against directors and officers, even though such an
action, if successful, might otherwise benefit the Company and its
stockholders. In addition, your investment may be adversely
affected to the extent we pays the costs of settlement and damage
awards against directors and officers pursuant to these
indemnification provisions. We believe that these provisions,
liability insurance and the indemnity agreements are necessary to
attract and retain talented and experienced directors and
officers.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to our directors, officers and
controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.
There is currently no pending material litigation or proceeding
involving any of our respective directors, officers or employees
for which indemnification is sought.
INFORMATION CONCERNING EXECUTIVE
OFFICERS
The following table sets forth certain information regarding our
current executive officers:
|
Name
|
|
Age
|
|
Position(s)
|
|
Serving in
Position
Since
|
|
Laxminarayan Bhat
|
|
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56
|
|
|
President, Chief Executive Officer and Director
|
|
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2020
|
|
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Marc Cantillon, MD
|
|
|
63
|
|
|
Chief Medical Officer
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|
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2020
|
|
|
Narayan Prabhu
|
|
|
50
|
|
|
Chief Financial Officer
|
|
|
2020
|
|
Our executive officers are elected by, and serve at the discretion
of, our Board. The business experience for the past five years, and
in some instances, for prior years, of each of our executive
officers is as follows:
Management
Laxminarayan Bhat, President, Chief Executive Officer and
Director
See description under “Proposal 1.”
Marc Cantillon, MD, Chief Medical Officer
Dr. Cantillon has served as our Chief Medical Officer since
December 2020 and prior to this, served as the Chief Medical
Officer of Old Reviva since 2013, and previously served as
Consulting Medical Director of Old Reviva from 2008 to 2013.
Dr. Bhat became the Company’s Chief Medical Officer in
December 2020. From 1995 to 1997, Dr. Cantillon served as
Sr. Director at AstraZeneca plc, (NYSE: AZN), a public company
engaged in the biopharmaceuticals business. From 1997 to 1999, he
served as US Lead at Sanofi- Aventis S.A. (Nasdaq: SNY), also a
publicly-traded biopharmaceuticals company. From 2000 to 2002, he
served as Global CNS Lead Medical Affairs at Wyeth/Pfizer (NYSE:
PFE), another publicly-traded biopharmaceuticals company, and, from
2006 to 2010, served as AVP at Schering-Plough/Merck
Sharp & Dohme Corp., now Merck & Co., Inc.
(NYSE: MRK), another public company engaged in the
biopharmaceuticals business. Dr. Cantillon has over
25 years of experience in translational Proof-of-Mechanism
(POM), Proof-of-Concept (POC) and Phases 1 through IV trials and
development in multiple therapeutics areas. Dr. Cantillon
earned his MD from the Karolinska Institute of Medicine. He is
board certified by the American Board of Neurology and
Psychiatry.
Narayan Prabhu, Chief Financial Officer
Mr. Prabhu joined the Company as Chief Financial Officer in
December 2020. Since May 2019, Mr. Prabhu served as
an independent consultant providing Interim Chief Financial Officer
and Controller services. Mr. Prabhu previously served as the
Chief Financial Officer of Sony Biotechnology Inc., a biotechnology
company focused on reagents, flow cytometry and spectral imaging
from November 2014 to April 2019. From
September 2009 to October 2014, Mr. Prabhu served as
the M&A Controller at Cisco Systems, Inc. (Nasdaq: CSCO).
Mr. Prabhu is a CPA and received his B.S. in
Accounting & Finance from Indiana University at
Bloomington - Kelley School of Business and MBA from the University
of California at Berkeley - Haas School of Business.
EXECUTIVE
COMPENSATION
As we are an emerging growth company, we have opted to comply with
the executive compensation disclosure rules applicable to
emerging growth companies. The scaled down disclosure
rules are those applicable to “smaller reporting companies,”
as such term is defined in the rules promulgated under the
Securities Act, which require compensation disclosure for our
principal executive officer and our two most highly compensated
executive officers, other than the principal executive officer,
whose total compensation for 2020 exceeded $100,000 and who were
serving as executive officers as of December 31, 2020. We
refer to these individuals as “named executive officers.” Our named
executive officers, consisting of our principal executive officer
and the next two most highly compensated executive officers, for
the year ended December 31, 2020, were:
● Laxminarayan
Bhat, our Chief Executive Officer and President;
● Narayan
Prabhu, our Chief Financial Officer; and
● Marc
Cantillon, our Chief Medical Officer.
2020
Summary Compensation Table
The following table presents information regarding the total
compensation awarded to, earned by, or paid to our named executive
officers during the fiscal years ended December 31, 2020
and 2019.
|
Name and Principal Position
|
|
Year
|
|
Salary ($)(4)
|
|
|
Total ($)
|
|
|
Laxminarayan Bhat, PhD(1)
|
|
2020
|
|
|
247,952
|
|
|
|
247,952
|
|
|
Chief Executive Officer and President
|
|
2019
|
|
|
240,000
|
|
|
|
240,000
|
|
|
Narayan Prabhu (2)
|
|
2020
|
|
|
—
|
|
|
|
—
|
|
|
Chief Financial Officer
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
Marc Cantillon, MD(3)
|
|
2020
|
|
|
—
|
|
|
|
—
|
|
|
Chief Medical Officer
|
|
2019
|
|
|
—
|
|
|
|
—
|
|
|
(1)
|
Laxminarayan Bhat has served as Chief Executive Officer and
President since the formation of Old Reviva in May 2006.
|
|
(2)
|
Narayan Prabhu began serving as our Chief Financial Officer on
December 14, 2020. Total compensation earned by Mr. Prabhu did not
exceed $100,000 during the fiscal year ended December 31, 2020.
Executive compensation and outstanding equity award disclosures are
not provided for Mr. Prabhu because his total compensation for the
fiscal year ended December 31, 2020 did not exceed the $100,000
reporting threshold established by SEC rules for “smaller reporting
companies.”
|
|
(3)
|
Marc Cantillon has served as our Chief Medical Officer since 2013.
Total compensation earned by Dr. Cantillon did not exceed $100,000
during each of the fiscal years ended December 31, 2020 and 2019.
Executive compensation and outstanding equity award disclosures are
not provided for Dr. Cantillon because his total compensation for
each of the fiscal years ended December 31, 2020 and 2019 did not
exceed the $100,000 reporting threshold established by SEC rules
for “smaller reporting companies.”
|
|
(4)
|
The “Salary ($)” column includes salary amounts earned but
deferred for each named executive officer during the fiscal years
ended December 31, 2020 and 2019. The total salary amounts paid, or
to be paid, in cash to Dr. Bhat during the fiscal years ended
December 31, 2020 and 2019 is approximately $187,952 and $70,000,
respectively. Pursuant to a Stock Issuance Agreement and Release
entered into as of September 24, 2020 with Dr. Bhat, 132,506 shares
of common stock of Reviva were issued to Dr. Bhat in full
satisfaction of the entire deferred salary balance owed to Dr.
Bhat.
|
Employment Agreements with Our Named Executive
Officers
Employment Agreements
Laxminarayan Bhat. On
December 14, 2020 we entered into a customary employment
agreement with Dr. Bhat (the “Bhat Employment Agreement”). The
Bhat Employment Agreement provides for Dr. Bhat to serve as
Chief Executive Officer reporting to our Board and provides for an
annual base salary of $400,000 (the “Base Salary”). In addition,
Dr. Bhat is eligible to receive an annual bonus of up to
fifty percent (50%) of his then-Base Salary (the “Target
Bonus”), subject to the satisfaction of certain subjective or
objective criteria established and approved by our compensation
committee. Pursuant to the terms of the Bhat Employment Agreement,
Dr. Bhat is eligible to receive equity awards under the
Company’s equity incentive plan. The Bhat Employment Agreement
contains customary confidentiality and assignment of inventions
provisions. In addition, we will indemnify and hold Dr. Bhat
harmless, to the maximum extent permitted under applicable law,
from and against any liabilities, costs, claims and expenses
incurred in defense of any Proceeding (as defined in the Bhat
Employment Agreement) that Dr. Bhat is made a party to.
If we terminate Dr. Bhat’s employment without Cause or
Dr. Bhat terminates his employment for Good Reason (each as
defined in the Bhat Employment Agreement), Dr. Bhat will be
entitled to receive (i) the Accrued Amounts (as defined in the
Bhat Employment Agreement), and subject to Dr. Bhat’s
execution and nonrevocation of a release of claims,
(ii) eighteen (18) months of his Base Salary plus one and
one-half times his annual Target Bonus (reduced to six
(6) months of Base Salary and one-half of his annual Target
Bonus if Dr. Bhat’s employment is terminated after the third
anniversary of the effective date of the Bhat Employment Agreement)
payable in equal installments in accordance with the Company’s
normal payroll practices, (iii) twelve (12) months of service
credit under all outstanding unvested equity incentive awards
granted during Dr. Bhat’s employment (reduced to six
(6) months of service credit if Dr. Bhat’s employment is
terminated after the third anniversary of the effective date of the
Bhat Employment Agreement) and (iv) reimbursement of COBRA
coverage for up to eighteen (18) months. If Dr. Bhat’s
employment is terminated on account of his death or Disability (as
defined in the Bhat Employment Agreement), Dr. Bhat will be
entitled to receive the Accrued Amounts and a lump sum payment
equal to eighteen (18) months Base Salary and Target Bonus. In
addition, if we terminate Dr. Bhat’s employment without Cause
or Dr. Bhat terminates his employment for Good Reason within
twelve (12) months following a Change in Control (as defined in the
Bhat Employment Agreement), Dr. Bhat will be entitled to
receive (i) the Accrued Amounts and, subject to
Dr. Bhat’s execution and nonrevocation of a release of claims,
(ii) a lump sum payment equal to 1.5 times his Base Salary and
Target Bonus for the year in which the termination occurs,
(iii) accelerated vesting of all of his outstanding equity
incentive awards and cash incentive payments and
(iv) reimbursement of COBRA coverage for up to eighteen (18)
months.
Simultaneously with the execution of the Merger Agreement,
Dr. Bhat entered into non-competition and non-solicitation
agreement (the “Non-Competition Agreement”), which became effective
on December 14, 2020, pursuant to which Dr. Bhat agreed
not to compete with Tenzing, Reviva and their respective affiliates
during the three (3) year period following the Closing in
North America, Europe or India or in any other markets in which
Tenzing and Reviva are engaged. Dr. Bhat also agreed that
during such three (3) year restricted period to not solicit
employees or customers of such entities. The Non-Competition
Agreement also contains customary confidential and mutual
non-disparagement provisions.
Narayan Prabhu. On
December 14, 2020, an offer letter Old Reviva entered into
with Narayan Prabhu, dated October 19, 2020, became effective
(the “Prabhu Offer Letter”). The Prabhu Offer Letter provides for
Mr. Prabhu to serve as Chief Financial Officer reporting to
our Chief Executive Officer or our Board and provides for an annual
base salary of $275,000. Pursuant to the Prabhu Offer Letter,
Mr. Prabhu’s employment with the Company will be at-will.
In addition, Mr. Prabhu is eligible for a discretionary bonus.
Pursuant to the Prabhu Offer Letter, on April 14, 2021,
Mr. Prabhu was granted options to purchase up to fifty
thousand (50,000) shares of our common stock pursuant to our 2020
Equity Incentive Plan. Pursuant to the terms of the Prabhu Offer
Letter, Mr. Prabhu is also eligible to receive, from time to
time, equity awards under our 2020 Equity Incentive Plan, or any
other equity incentive plan that we may adopt in the future, and
the terms and conditions of such awards, if any, will be determined
by our Board, or a committee thereof, in their discretion.
The Prabhu Offer Letter contains customary confidentiality and
assignment of inventions provisions.
Marc Cantillon. Old Reviva entered into
an Offer Letter on December 12, 2012 with Marc Cantillon as
its Chief Medical Officer (the “2012 Offer Letter”). In
October 2015, Dr. Cantillon entered into a letter
agreement with Old Reviva pursuant to which Dr. Cantillon
agreed to a reduction in his base annual salary to $100,000.00 for
an indefinite period of time (the “2015 Reduction Letter”). In
March 2016, Dr. Cantillon entered into a letter agreement
with Old Reviva pursuant to which Dr. Cantillon agreed to a
reduction in his base annual salary to $30,000.00 for an indefinite
period of time (the “2016 Reduction Letter,” together with the 2012
Offer Letter and the 2015 Reduction Letter, the “Cantillon Offer
Letter”). The Cantillon Offer Letter was assumed by us at the
effective time of the Business Combination, pursuant to the Merger
Agreement, and constitutes an at-will employment agreement.
On April 14, 2021, we entered into an Employment Letter with Dr.
Cantillon (the “2021 Employment Letter”), which superseded the 2012
Offer Letter. The 2021 Employment Letter provides for Dr. Cantillon
to continue to serve as our Chief Medical Officer reporting
to our Chief Executive Officer or our Board and provides for
an annual base salary of $385,000, retroactive to December 15, 2020
(the day following the Business Combination). Under the 2021
Employment Letter, Dr. Cantillon is eligible for annual
bonuses in the discretion of our Board, but will receive a minimum
bonus for 2021 equal to 30% of his 2021 base salary. To receive any
bonus, Dr. Cantillon must be employed by the Company at the
time of payment. Dr. Cantillon may also receive, in the
discretion of our Board, equity awards under the Company’s
2020 Equity Incentive Plan or any other equity incentive plan that
the Company may adopt in the future. The 2021 Employment Letter
also contains customary confidentiality and assignment of
inventions provisions.
Outstanding Equity Awards at Fiscal
Year-End — 2020
As of December 31, 2020, our principal executive officer did
not hold any outstanding equity awards. Executive compensation and
outstanding equity award disclosures are not provided for Mr.
Prabhu or Dr. Cantillon because each of their total
compensation for the fiscal year ended December 31, 2020 did
not exceed the $100,000 reporting threshold established by SEC
rules for “smaller reporting companies.”
Indemnification Agreements
On December 14, 2020, the Board adopted and entered into
(a) a form of indemnification agreement (the
“Indemnification Agreement”) between the Company and each of
its directors and executive officers, except for Parag
Saxena, and (b) a form of indemnification agreement (the
“Saxena Indemnification Agreement”) with Parag Saxena.
The Indemnification Agreement requires us to indemnify
each director and officer to the fullest extent permitted by
applicable law, for certain expenses, including attorneys’ fees,
judgments, penalties, fines and settlement amounts actually and
reasonably incurred in any threatened, pending or completed action,
suit, claim, investigation, inquiry, administrative hearing,
arbitration or other proceeding to which the director or officer
was, or is threatened to be made, a party by reason of the fact
that such director or officer is or was a director, officer,
employee or agent of us. Subject to certain limitations, the
Indemnification Agreement provides for the advancement of expenses
incurred by the indemnitee, and the repayment to us of the amounts
advanced to the extent that it is ultimately determined that the
indemnitee is not entitled to be indemnified by us. The
Indemnification Agreement also creates certain rights in favor of
us, including the right to assume the defense of claims and to
consent to settlements. The Indemnification Agreement does not
exclude any other rights to indemnification or advancement of
expenses to which the indemnitee may be entitled under applicable
law, the certificate of incorporation or our bylaws, any agreement,
a vote of stockholders or disinterested directors, or
otherwise.
The Saxena Indemnification Agreement is on substantially the same
form as the Indemnification Agreement, except that it includes a
provision specifying that the we will act as the indemnitor of
first resort and that we will not assert that Mr. Saxena, as
indemnitee under the Saxena Indemnification Agreement, must seek
expense advancement or reimbursement, or indemnification, from any
stockholder of the Company and/or certain of any such stockholder’s
affiliates who Mr. Saxena may have rights to indemnification,
advancement of expenses and/or insurance from, before we must
perform our expense advancement and reimbursement, and
indemnification obligations, under the Saxena Indemnification
Agreement.
DIRECTOR COMPENSATION
Director Compensation
Prior to the Business Combination, Old Reviva did not pay any
compensation to its two non-employee directors (Purav Patel, a
current member of our Board, and Bradley Thompson, a former
director of Old Reviva) during the fiscal year ended
December 31, 2020. After the Business Combination, we did not
pay any compensation to the current members of our Board during the
fiscal year ended December 31, 2020. On November 5, 2018, in
connection with their appointments to, and service on, the board of
directors of Old Reviva, the board of directors of Old Reviva
proposed approving the grant of options to purchase up to 100,000
shares of common stock of Old Reviva to each of Purav Patel and
Bradley Thompson, to be approved by subsequent action of the board
of directors of Old Reviva (the “Promised Options”). On April 14,
2021, Mr. Patel was granted options to purchase up to 15,227 shares
of our common stock pursuant to our 2020 Equity Incentive Plan, in
satisfaction of the obligation to issue the Promised Options to
Mr. Patel. Effective July 19, 2020, Old Reviva issued
Mr. Thompson a Former Service Provider Warrant for 100,000
shares of common stock of Old Reviva, in satisfaction of the
obligation to issue the Promised Options to Mr. Thompson.
Non-Employee Director Compensation
Policy
Our Board approved a non-employee director compensation policy for
our non-employee directors, effective December 2020. This policy
provides for the following cash compensation:
| |
●
|
Each non-employee director is entitled to receive an annual cash
retainer fee of $32,500, except that the Chairman of the Board is
entitled to receive an annual cash retainer fee of $57,500;
|
| |
●
|
Each non-employee director sitting on the Audit Committee is
entitled to receive an annual cash retainer fee of $7,500, except
that the Chairman of the Audit Committee is entitled to receive an
annual cash retainer fee of $15,000;
|
| |
●
|
Each non-employee director sitting on the Compensation Committee is
entitled to receive an annual cash retainer fee of $5,000, except
that the Chairman of the Compensation Committee is entitled to
receive an annual cash retainer fee of $10,000;
|
| |
●
|
Each non-employee director sitting on the Governance Committee is
entitled to receive an annual cash retainer fee of $3,750, except
that the Chairman of the Governance Committee is entitled to
receive an annual cash retainer fee of $7,750; and
|
| |
●
|
No per meeting fees shall be paid.
|
All annual cash retainer fees under the non-employee director
compensation policy will be paid quarterly in arrears.
The non-employee director compensation policy also provides
generally for the following equity compensation under the Company’s
existing the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity
Incentive Plan (the “2020 Equity Incentive Plan”) , or any other
equity incentive plan the Company may adopt in the future:
| |
●
|
Each non-employee director is entitled to receive, upon initial
election, a one-time initial equity grant of nonqualified stock
options (the “Initial Equity Grant”) in respect of a whole number
of shares of the Company’s Common Stock (as defined in the Plan)
with an approximate value of $20,000. All of the shares subject to
the Initial Equity Grant shall vest 33% per year over three years
from the date of initial election, provided that the recipient
remains a director of the Company through each vesting date.
|
| |
●
|
Each non-employee director is entitled to receive an annual equity
grant of nonqualified stock options (the “Annual Equity Grant”) in
respect of a whole number of shares of the Company’s Common Stock
with an approximate value of $20,000. All of the shares subject to
the Annual Equity Grant shall cliff vest after 1-year, provided
that the recipient remains a director of the Company through the
vesting date.
|
EQUITY COMPENSATION PLAN INFORMATION
2020
Equity Incentive Plan
On December 14, 2020, the 2020 Equity Incentive Plan became
effective. The general purpose of the 2020 Equity Incentive Plan is
to provide a means whereby employees, officers, directors,
consultants, advisors or other individual service providers may
develop a sense of proprietorship and personal involvement in our
development and financial success, and to encourage them to devote
their best efforts to us, thereby advancing our interests and the
interests of our stockholders.
2006
Equity Incentive Plan
Old Reviva’s board of directors adopted, and Old Reviva’s
stockholders approved, the Reviva Pharmaceuticals, Inc. 2006
Equity Incentive Plan, effective as of August 2006. The Reviva
Pharmaceuticals, Inc. 2006 Equity Incentive Plan provided for
the grant of incentive stock options, or ISOs, within the meaning
of Section 422 of the Code, to Reviva’s employees, and for the
grant of nonstatutory stock options, or NSOs, and restricted stock
awards to Old Reviva’s employees, officers, directors and
consultants; provided such consultants render bona fide services
not in connection with the offer and sale of securities in a
capital-raising transaction. As of 2016, no new grants of awards
are permitted under the Reviva Pharmaceuticals, Inc. 2006
Equity Incentive Plan.
The Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan
was amended to change its name to the Reviva Pharmaceuticals
Holdings, Inc. 2006 Equity Incentive Plan (the “2006 Equity
Incentive Plan”), and each outstanding option to acquire Old Reviva
common stock (whether vested or unvested) under the 2006 Equity
Incentive Plan was assumed by us and automatically converted into
an option to acquire shares of our Common Stock, with its price and
number of shares equitably adjusted based on the conversion of the
shares of common stock of Old Reviva into shares of our Common
Stock pursuant to the Merger Agreement.
The following table provides information with respect to our
compensation plans under which equity compensation was authorized
as of December 31, 2020.
| |
|
Number of
securities
to be issued
upon
exercise of
outstanding
options,
warrants
and rights
|
|
|
Weighted
average
exercise
price of
outstanding
options,
warrants
and rights
|
|
|
Number of
securities
remaining
available for
future
issuance
under equity
compensation
plans
(excluding
securities
reflected in
column a)
|
|
|
Plan category
|
|
(a)
|
|
|
(b)
|
|
|
(c)(3)
|
|
|
Equity compensation plans approved by security holders(1)
|
|
65,471(2)
|
|
|
16.86
|
|
|
461,587(4)
|
|
|
Equity compensation plans not approved by security holders
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
Total
|
|
65,471
|
|
|
16.86
|
|
|
461,587
|
|
|
(1)
|
The amounts shown in this row include securities under the 2006
Equity Incentive Plan and the 2020 Equity Incentive Plan.
|
| |
|
|
(2)
|
Includes 65,471 and 0 shares of common stock issuable
upon exercise of outstanding options pursuant to the 2006 Equity
Incentive Plan and 2020 Equity Incentive Plan, respectively, as of
December 31, 2020.
|
| |
|
|
(3)
|
In accordance with the “evergreen” provision in our 2020
Equity Incentive Plan, an additional 923,174 shares were
automatically made available for issuance on the first day of 2021,
which represents 10% of the number of shares outstanding on
December 31, 2020; these shares are excluded from this
calculation.
|
| |
|
|
(4)
|
Includes 0 and 461,587 shares of common stock available
for issuance under the 2006 Equity Incentive Plan and 2020 Equity
Incentive Plan, respectively, as of December 31, 2020.
|
REPORT OF THE AUDIT COMMITTEE*
The undersigned members of the Audit Committee of the Board of
Reviva Pharmaceuticals Holdings, Inc. (the “Company”) submit this
report in connection with the committee’s review of the financial
reports for the fiscal year ended December 31, 2020 as follows:
| |
1.
|
The Audit Committee has reviewed and discussed with management the
audited financial statements for the Company for the fiscal year
ended December 31, 2020.
|
| |
|
|
| |
2.
|
The Audit Committee has discussed with representatives of Armanino
LLP, the independent public accounting firm, the matters required
to be discussed by the applicable requirements of the Public
Company Accounting Oversight Board (“PCAOB”) and the Securities and
Exchange Commission.
|
| |
|
|
| |
3.
|
The Audit Committee has discussed with Armanino LLP, the
independent public accounting firm, the auditors’ independence
from management and the Company has received the written
disclosures and the letter from the independent auditors required
by applicable requirements of the PCAOB.
|
In addition, the Audit Committee considered whether the provision
of non-audit services by Armanino LLP is compatible with
maintaining its independence. In reliance on the reviews and
discussions referred to above, the Audit Committee recommended to
the Board (and the Board has approved) that the audited financial
statements be included in our Annual Report on Form 10-K, as
amended, for the fiscal year ended December 31, 2020 for filing
with the Securities and Exchange Commission.
Audit Committee of Reviva Pharmaceuticals Holdings, Inc.
Les Funtleyder, Chair
Purav Patel
Richard Margolin
|
*
|
The foregoing report of the Audit Committee is not to be deemed
“soliciting material” or deemed to be “filed” with the
Securities and Exchange Commission (irrespective of any general
incorporation language in any document filed with the Securities
and Exchange Commission) or subject to Regulation 14A of the
Securities Exchange Act of 1934, as amended, or to the liabilities
of Section 18 of the Securities Exchange Act of 1934, except to the
extent we specifically incorporate it by reference into a document
filed with the Securities and Exchange Commission.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial
ownership of the Company on October 11, 2021 by:
| |
●
|
each person known by the Company to be, or expected to be, the
beneficial owner of more than 5% of shares of the Company’s common
stock; and
|
| |
●
|
each of the Company’s executive officers and directors.
|
Beneficial ownership is determined according to the rules of
the SEC, which generally provide that a person has beneficial
ownership of a security if he, she or it possesses sole or shared
voting or investment power over that security, including options
and warrants that are currently exercisable or exercisable within
60 days.
The beneficial ownership of the Common Stock of the Company is
based on 13,888,986 shares of Common Stock issued and outstanding
as of October 11, 2021.
|
Name of Beneficial Owner
|
|
Number of
Shares
Beneficially
Owned
|
|
|
Percentage of Shares
Beneficially
Owned
|
|
| |
|
|
|
|
|
|
|
|
|
Officers and Directors (1)
|
|
|
|
|
|
|
|
|
|
Laxminarayan Bhat (2)
|
|
|
2,490,334
|
|
|
17.92
|
%
|
|
Marc Cantillon (3)
|
|
|
69,012
|
|
|
|
*
|
|
|
Les Funtleyder (4)
|
|
|
-
|
|
|
|
-
|
|
|
Richard Margolin(5)
|
|
|
-
|
|
|
|
-
|
|
|
Purav Patel (6)
|
|
|
72,607
|
|
|
|
*
|
|
|
Narayan Prabhu (7)
|
|
|
-
|
|
|
|
-
|
|
|
Parag Saxena (8)(9)
|
|
|
2,300,876
|
|
|
16.57
|
%
|
|
All Directors and Officers as a Group (seven persons)
|
|
|
4,932,829
|
|
|
35.36
|
%
|
| |
|
|
|
|
|
|
|
|
|
Greater than Five Percent Holders:
|
|
|
|
|
|
|
|
|
|
Sabby Volatility Warrant Master Fund, Ltd. (10)
|
|
|
790,447
|
|
|
5.55
|
%
|
|
Tang Capital Partners, L.P. (11)
|
|
|
1,408,320
|
|
|
9.99
|
%
|
* Less than one percent.
| |
(1)
|
The business address of each of the officers and directors is c/o
Reviva Pharmaceuticals Holdings, Inc., 19925 Stevens Creek
Blvd., Suite 100, Cupertino, CA 95014.
|
| |
(2)
|
Includes (a) 5,388 shares of Common Stock held by
Dr. Bhat’s spouse and (b) 6,090 shares of Common Stock
issuable upon the exercise of stock options held by Dr. Bhat’s
spouse, that are exercisable or will be exercisable within 60 days
of October 11, 2021.
|
| |
(3)
|
Includes 53,292 shares of common stock issuable upon the exercise
of stock options held by Dr. Cantillon that are exercisable or will
be exercisable within 60 days of October 11, 2021.
|
| |
(4)
|
Does not include 4,000 shares of common stock issuable upon the
exercise of stock options that are not exercisable within 60 days
of October 11, 2021.
|
| |
(5)
|
Does not include 4,000 shares of common stock issuable upon the
exercise of stock options that are not exercisable within 60 days
of October 11, 2021.
|
| |
(6)
|
Does not include 19,227 shares of common stock issuable upon the
exercise of stock options that are not exercisable within 60 days
of October 11, 2021.
|
| |
(7)
|
Does not include 50,000 shares of common stock issuable upon the
exercise of stock options that are not exercisable within 60 days
of October 11, 2021.
|
| |
(8)
|
Based on the information provided in the Schedule 13D/A filed with
the SEC on June 3, 2021 by Mr. Saxena with respect to himself,
Vedanta Associates, L.P., Beta Operators Fund, L.P.,
Vedanta Associates-R, L.P. and Vedanta Partners, LLC.
Includes (a) 99,539 shares held by Vedanta Associates, L.P. (b)
399,000 shares held by Beta Operators Fund, L.P. and (c) 931,000
shares held by Vedanta Associates-R, L.P . Vedanta
Partners, LLC is the general partner of Vedanta Associates, L.P and
Vedanta Associates-R, L.P. Vedanta Associates, L.P. is
the general partner of Beta Operators Fund, L.P. Vedanta Partners,
LLC has voting and dispositive power over the securities held by
Vedanta Associates, L.P. and Vedanta Associates-R, L.P.
Vedanta Associates, LP. has voting and dispositive power over
securities held by Beta Operators Fund L.P. Parag Saxena is the
majority owner of Vedanta Partners, LLC and controls Vedanta
Partners, LLC, Vedanta Associates-R, L.P. and Beta
Operators Fund, L.P. and may be deemed to be the beneficial owner
of such securities. Mr. Saxena, however, disclaims beneficial
ownership over any securities owned by Vedanta Associates, L.P.
Vedanta Associates-R, L.P. and Beta Operators Fund, L.P
in which he does not have any pecuniary interest. Does not include
(a) 299,250 shares of common stock issuable upon the exercise of
399,000 warrants held by Beta Operators Fund, L.P. which are
subject to a 4.99% beneficial ownership limitation blocker, (b)
698,250 shares of common stock issuable upon the exercise of
931,000 warrants held by Vedanta Associates-R, L.P. which
are subject to a 4.99% beneficial ownership limitation blocker and
(c) 4,000 shares of common stock issuable upon the exercise of
stock options held by Mr. Saxena that are not exercisable within 60
days of October 11, 2021.
|
| |
(9)
|
The business address of Vedanta Associates, L.P., Beta Operators
Fund, L.P., Vedanta Associates-R, L.P. and Vedanta
Partners, LLC is c/o Vedanta Partners, LLC, 250 West 55th Street,
New York, New York 10019.
|
| |
(10)
|
Includes 350,000 shares of Common Stock issuable upon the exercise
of warrants that are exercisable or will be exercisable within 60
days. Sabby Management, LLC serves as the investment manager of
Sabby Volatility Warrant Master Fund, Ltd. Hal Mintz is the
manager of Sabby Management, LLC and has voting and investment
control of the securities held by Sabby Volatility Warrant Master
Fund, Ltd. Each of Sabby Management, LLC and Hal Mintz
disclaims beneficial ownership over the securities beneficially
owned by Sabby Volatility Warrant Master Fund, Ltd., except to
the extent of their respective pecuniary interest therein. The
business address for Sabby Volatility Warrant Master Fund, Ltd is
c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Camana
Bay, Grand Cayman KY1-9007, Cayman Islands. The address for Sabby
Management, LLC and Mr. Mintz is 10 Mountainview Road,
Suite 205, Upper Saddle River, New Jersey 07458.
|
| |
(11)
|
Based on the information provided in the Schedule 13G filed with
the SEC on June 3, 2021 by Tang Capital Partners, L.P. with respect
to itself, Tang Capital Management, LLC and Kevin Tang. Includes
208,320 shares of Common Stock issuable upon the exercise of
warrants that are exercisable or will be exercisable within 60
days. The exercise of the warrants are subject to a 9.99%
beneficial ownership limitation blocker which the holder has
elected. The amounts and percentages in the table give effect
to the beneficial ownership limitation. Tang Capital Management,
LLC is the general partner of Tang Capital Partners, L.P. and has
voting and dispositive power over the securities held by Tang
Capital Partners, L.P. Kevin Tang is the manager of Tang Capital
Management, LLC. The address for Tang Capital Partners, L.P., Tang
Capital Management, LLC and Kevin Tang is 4747 Executive Drive,
Suite 210, San Diego, CA 92121. Does not include 6,524,925 shares
of common stock issuable upon the exercise of warrants held by Tang
Capital Partners, L.P. which are subject to a 9.99% beneficial
ownership limitation blocker.
|
TRANSACTIONS WITH RELATED PERSONS
The following includes a summary of transactions since January 1,
2019 to which we or Tenzing have been a participant in which the
amount involved exceeded or will exceed the lesser of
(i) $120,000 or (ii) 1% of our average total assets at
year end for the last two completed fiscal years, and in which any
of our directors, executive officers or beneficial owners of more
than 5% of our capital stock or any member of the immediate family
of any of the foregoing persons had or will have a direct or
indirect material interest, other than equity and other
compensation, termination, change in control and other
arrangements, which are described in the section entitled
“Executive Compensation.”
Tenzing Related Person Transactions
Related Party Loans
In order to finance transaction costs in connection with a business
combination, Tenzing LLC (the “Sponsor”) or an affiliate of
Sponsor, or Tenzing’s officers and directors were permitted, but
were not obligated to, making working capital loans. Such working
capital loans were evidenced by promissory notes. The notes were to
be repaid upon consummation of a business combination, without
interest, or, at the lender’s discretion, up to $2,000,000 of notes
were permitted to be converted upon consummation of a business
combination into additional units at a price of $10.00 per unit.
The units were identical to the private units that were issued
simultaneously with the closing of Tenzing’s IPO.
On February 10, 2020, Tenzing entered into a convertible
promissory note with Sponsor, pursuant to which Tenzing borrowed an
aggregate amount of $750,000 (the “February Working Capital
Loan”). Of such amount, $567,182 was used to fund an extension loan
into the Trust Account and the balance was used to finance
transaction costs in connection with a business combination. The
February Working Capital Loan was non-interest bearing and
became due to be paid upon the consummation of the Business
Combination. The February Working Capital Loan was converted
into units at a purchase price of $10.00 per unit.
The units were identical to the private units that were issued
simultaneously with the closing of Tenzing’s IPO.
On May 21, 2020, Tenzing entered into a convertible promissory
note with Sponsor, pursuant to which Tenzing borrowed an aggregate
amount of $375,000 (the “May Working Capital Loan”). Of such
amount, $210,836 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. The May Working
Capital Loan was non-interest bearing and became due to be paid
upon the consummation of the Business Combination. The
May Working Capital Loan was converted into units at a
purchase price of $10.00 per unit. The units were identical to
the private units that were issued simultaneously with the closing
of Tenzing’s IPO.
On July 24, 2020, Tenzing entered into a convertible
promissory note with Sponsor, pursuant to which Tenzing borrowed an
aggregate amount of $175,000 (the “July Working Capital
Loan”). Of such amount, $105,418.17 was used to fund the extension
loan into the Trust Account. The July Working Capital Loan was
non-interest bearing and became due to be paid upon the
consummation of the Business Combination. The July Working
Capital Loan was converted into units at a purchase price of
$10.00 per unit. The units were identical to the private units
that were issued simultaneously with the closing of Tenzing’s
IPO.
On August 18, 2020, Tenzing entered into a convertible
promissory note with Sponsor, pursuant to which Tenzing borrowed an
aggregate amount of $125,000 (the “August Working Capital
Loan”). Of such amount, $105,418.17 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. The
August Working Capital Loan was non-interest bearing and
became due to be paid upon the consummation of the Business
Combination. The August Working Capital Loan was converted
into units at a purchase price of $10.00 per unit.
The units were identical to the private units that were issued
simultaneously with the closing of Tenzing’s IPO.
On September 24, 2020, Tenzing entered into a convertible
promissory note with Sponsor, pursuant to which Tenzing borrowed an
aggregate amount of $350,000 (the “September Working Capital
Loan”). Of such amount, $105,084.14 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 and to
fund additional contributions in connection with the extension. The
September Working Capital Loan was non-interest bearing and
became due to be paid upon the consummation of the Business
Combination. The September Working Capital Loan was converted
into units at a purchase price of $10.00 per unit, provided
that conversion greater than $75,000 of the unpaid balance of the
note was subject to the approval of Tenzing shareholders, which
approval was obtained at the Shareholders Meeting. The units
were identical to the private units that were issued simultaneously
with the closing of Tenzing’s IPO.
On November 12, 2020, Tenzing entered into a convertible
promissory note with Sponsor, pursuant to which Tenzing borrowed an
aggregate amount of $200,000 (the “November Working Capital
Loan”, together with the February Working Capital Loan, the
May Working Capital Loan, the July Working Capital Loan,
the August Working Capital Loan and the September Working
Capital Loan, the “Working Capital Loans”). Of such amount,
$105,084.14 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 and to fund additional
contributions in connection with the extension. The
November Working Capital Loan was non-interest bearing and
became due to be paid upon the consummation of the Business
Combination. The November Working Capital Loan was converted
into units at a purchase price of $10.00 per unit, provided
that conversion of the unpaid balance of the note was subject to
the approval of Tenzing shareholders, which approval was obtained
at the Shareholders Meeting. The units were identical to the
private units that were issued simultaneously with the closing of
Tenzing’s IPO.
On December 14, 2020, in connection with the consummation of
the Business Combination, 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 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,” 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 Sponsor retained no rights
with respect to such Working Capital Loans, other than the
registration rights provided pursuant to such Working Capital
Loans.
On December 28, 2020, Sponsor conducted a liquidating distribution
of all of the shares of Company common stock that it held on such
date, including the founder shares of common stock issued to
Sponsor (the “Founder Shares”), shares of common stock that were
issued to Sponsor as part of the private placement of units
that took place simultaneously with the closing of Tenzing’s
IPO (the “Sponsor’s Private Placement Shares”) and Working Capital
Shares, to its members (as permitted transferees pursuant to a
liquidating distribution) and assigned its registration rights in
connection with the distribution. As a result, each of the members
of Sponsor have the same registration rights and transfer
restrictions with respect to the shares of Company common stock,
including the Founder Shares, Sponsor’s Private Placement Shares,
and Working Capital Shares, received by such member pursuant to the
liquidating distribution.
Related Party Non-Redemption Agreement
Pursuant to the Non-Redemption Agreement, on December 14, 2020
Sabby Volatility Warrant Master Fund, Ltd. (“Sabby”) received
(a) fifty-five thousand fifty (55,050) shares of common stock
that were issued by the Company, (b) three hundred forty-three
thousand (343,000) Private Placement Warrants that were acquired by
Sponsor as part of the private placement units issued to Sponsor in
connection with Tenzing’s IPO, which Sponsor transferred to Sabby
on December 15, 2020 pursuant to the terms of the
Non-Redemption Agreement and (c) the Working Capital Warrants,
which Sponsor transferred to Sabby on December 15, 2020.
Old Reviva Related Person Transactions
Promissory Notes
On July 11, 2016, Old Reviva issued a note to Purav Patel, one
of Old Reviva’s directors, in the name of PENSCO Trust Company,
Custodian, FBO Purav Patel IRA, pursuant to which Old Reviva
borrowed an aggregate principal amount of $50,000.00. The entire
balance of the note was used to help finance Old Reviva’s
operations. The note initially accrued interest at a rate of 8% per
annum with a maturity date of July 11, 2017. The convertible
promissory note had been in default since the maturity date, and
was accruing interest at a default rate of 12% per annum. Pursuant
to an amendment to the note, on December 14, 2020, immediately
prior to the consummation of the Business Combination, the note
converted into a number of shares of Old Reviva common stock equal
to the quotient (rounded down to the nearest whole share) obtained
by dividing (A) the sum of all then outstanding principal and
accrued but unpaid interest on a date that was no more than five
(5) days prior to the consummation of the Business Combination
(which interest balance was approximately $24,499) by (B) a
conversion price equal to $1.329698. Upon issuance of such shares
of Old Reviva common stock all of the existing obligations of Old
Reviva under the note were satisfied in full and irrevocably
discharged, terminated and released, and Mr. Patel retained no
rights with respect to such note.
On July 11, 2016, Old Reviva issued a note to Purav Patel, one
of Old Reviva’s directors, pursuant to which Old Reviva borrowed an
aggregate principal amount of $50,000. The entire balance of the
note was used to help finance Old Reviva’s operations. The note
initially accrued interest at a rate of 8% per annum with a
maturity date of July 11, 2017. The convertible promissory
note had been in default since the maturity date, and was accruing
interest at a default rate of 12% per annum. Pursuant to an
amendment to the note, on December 14, 2020, immediately prior
to the consummation of the Business Combination, the note converted
into a number of shares of Old Reviva common stock equal to the
quotient (rounded down to the nearest whole share) obtained by
dividing (A) the sum of all then outstanding principal and
accrued but unpaid interest on a date that was no more than five
(5) days prior to the consummation of the Business Combination
(which interest balance was approximately $24,499) by (B) a
conversion price equal to $1.329698. Upon issuance of such shares
of Old Reviva common stock all of the existing obligations of Old
Reviva under the note were satisfied in full and irrevocably
discharged, terminated and released and Mr. Patel retained no
rights with respect to such note.
On November 13, 2018, Old Reviva issued a note to Purav Patel,
one of Old Reviva’s directors, pursuant to which Old Reviva
borrowed an aggregate principal amount of $50,000. The entire
balance of the note was used to help finance Old Reviva’s
operations. The note accrued interest at a rate of 8% per annum
with a maturity date of May 13, 2019. Pursuant to an amendment
to the note, on December 14, 2020, immediately prior to the
consummation of the Business Combination, the note converted into a
number of shares of Old Reviva common stock equal to the quotient
(rounded down to the nearest whole share) obtained by dividing
(A) the sum of all then outstanding principal and accrued but
unpaid interest on a date that was no more than five (5) days
prior to the consummation of the Business Combination (which
interest balance was approximately $8,296) by (B) a conversion
price equal to $0.831018. Upon issuance of such shares of Old
Reviva common stock all of the existing obligations of Old Reviva
under the note were satisfied in full and irrevocably discharged,
terminated and released and Mr. Patel retained no rights with
respect to such note.
On December 13, 2018, Old Reviva issued a note to Buena Vista
Fund II, LLC of which Purav Patel, one of Old Reviva’s
directors, is Managing Member, in the principal amount of $25,000.
The entire balance of the note was used to help finance Old
Reviva’s operations. The note accrued interest at a rate of 8% per
annum with a maturity date of June 13, 2019. Pursuant to an
amendment to the note, on December 14, 2020, immediately prior
to the consummation of the Business Combination, the note converted
into a number of shares of Old Reviva common stock equal to the
quotient (rounded down to the nearest whole share) obtained by
dividing (A) the sum of all then outstanding principal and
accrued but unpaid interest on a date that was no more than five
(5) days prior to the consummation of the Business Combination
(which interest balance was approximately $3,984) by (B) a
conversion price equal to $1.330045. Upon issuance of such shares
of Old Reviva common stock all of the existing obligations of Old
Reviva under the note were satisfied in full and irrevocably
discharged, terminated and released and Buena Vista Fund II, LLC
retained no rights with respect to such note.
On October 14, 2016, Old Reviva issued a note to The Firdos
Sheikh Family Trust of which Firdos Sheikh, a holder of greater
than 5% of Old Reviva’s preferred stock, is Trustee, in the
principal amount of $100,000. The entire balance of the note was
used to help finance Old Reviva’s operations. The note initially
accrued interest at a rate of 8% per annum with a maturity date of
October 14, 2017. The note had been in default since the
maturity date, and was accruing interest at a default rate of 12%
per annum. Pursuant to an amendment to the note, on
December 14, 2020, immediately prior to the consummation of
the Business Combination, the note converted into a number of
shares of Old Reviva common stock equal to the quotient (rounded
down to the nearest whole share) obtained by dividing (A) the
sum of all then outstanding principal and accrued but unpaid
interest on a date that was no more than five (5) days prior
to the consummation of the Business Combination (which interest
balance was approximately $45,874) by (B) a conversion price
equal to $1.329698. Upon issuance of such shares of Old Reviva
common stock all of the existing obligations of Old Reviva under
the note were satisfied in full and irrevocably discharged,
terminated and released and The Firdos Sheikh Family Trust retained
no rights with respect to such note.
On April 2, 2020, Old Reviva issued a note to The Firdos
Sheikh Family Trust of which Firdos Sheikh, a holder of greater
than 5% of Old Reviva’s preferred stock, is Trustee, in the
principal amount of $100,000. The entire balance of the note was
used to help finance Old Reviva’s operations. The note accrued
interest at a rate of 8% per annum with a maturity date of
October 2, 2020. Pursuant to an amendment to the note, on
December 14, 2020, immediately prior to the consummation of
the Business Combination, the note converted into a number of
shares of Old Reviva common stock equal to the quotient (rounded
down to the nearest whole share) obtained by dividing (A) the
sum of all then outstanding principal and accrued but unpaid
interest on a date that was no more than five (5) days prior
to the consummation of the Business Combination (which interest
balance was approximately $5,523) by (B) a conversion price
equal to $1.329770. Upon issuance of such shares of Old Reviva
common stock all of the existing obligations of Old Reviva under
the note were satisfied in full and irrevocably discharged,
terminated and released and The Firdos Sheikh Family Trust retained
no rights with respect to such note.
On September 9, 2016, Old Reviva issued a note to the Thaker
Family Limited Partnership, of which Pankaj Thaker, a holder of
greater than 5% of Old Reviva’s preferred stock, is the General
Partner, in the principal amount of $25,000. The entire balance of
the note was used to help finance Old Reviva’s operations. The note
initially accrued interest at a rate of 8% per annum with a
maturity date of September 9, 2017. The note had been in
default since the maturity date, and was accruing interest at a
default rate of 12% per annum. Pursuant to an amendment to the
note, on December 14, 2020, immediately prior to the
consummation of the Business Combination, the note converted into a
number of shares of Old Reviva common stock equal to the quotient
(rounded down to the nearest whole share) obtained by dividing
(A) the sum of all then outstanding principal and accrued but
unpaid interest on a date that was no more than five (5) days
prior to the consummation of the Business Combination (which
interest balance was approximately $11,756) by (B) a
conversion price equal to $1.329698. Upon issuance of such shares
of Old Reviva common stock all of the existing obligations of Old
Reviva under the note were satisfied in full and irrevocably
discharged, terminated and released and Thaker Family Limited
Partnership retained no rights with respect to such note.
On September 9, 2016, Old Reviva issued a note to the 2012
Satyen P. Thaker Revocable Trust, of which Satyen Thaker, a holder
of greater than 5% of Old Reviva’s preferred stock, is the Trustee,
in the principal amount of $25,000. The entire balance of the note
was used to help finance Old Reviva’s operations. The note
initially accrued interest at a rate of 8% per annum with a
maturity date of September 9, 2017. The 2016 Note had been in
default since the maturity date, and was accruing interest at a
default rate of 12% per annum. Pursuant to an amendment to the
note, on December 14, 2020, immediately prior to the
consummation of the Business Combination, the note converted into a
number of shares of Old Reviva common stock equal to the quotient
(rounded down to the nearest whole share) obtained by dividing
(A) the sum of all then outstanding principal and accrued but
unpaid interest on a date that was no more than five (5) days
prior to the consummation of the Business Combination (which
interest balance was approximately $11,756) by (B) a
conversion price equal to $1.329698. Upon issuance of such shares
of Old Reviva common stock all of the existing obligations of Old
Reviva under the note were satisfied in full and irrevocably
discharged, terminated and released and 2012 Satyen P. Thaker
Revocable Trust retained no rights with respect to such note.
Related Party Payable
Old Reviva had related party payables due to Laxminarayan Bhat, Old
Reviva’s Chief Executive Officer, for expenses that were incurred
on Old Reviva’s behalf by Dr. Bhat totaling $75,707 as of
December 4, 2020, which amount was reimbursed to Dr. Bhat
on December 7, 2020.
Indian Subsidiary
Mr. Krishnamurthy Bhat, an Indian resident and the brother of
Dr. Bhat, the Company’s Chief Executive Officer’s, holds a 1%
ownership stake and is a director of the Company’s subsidiary,
Reviva Pharmaceuticals India Private Limited. The Indian government
regulates ownership of Indian companies by non-residents. Foreign
investment in Indian securities is generally regulated by the
Consolidated Policy on Foreign Direct Investment issued by the
Government and the Foreign Exchange Management Act, 1999, which
prevents 100% ownership by a foreign parent company of its Indian
subsidiary.
Employment
Reviva employs Seema R. Bhat, the spouse of Laxminarayan Bhat, the
Copmany’s Chief Executive Officer, as its Vice President for
Program & Portfolio Management, pursuant to an Offer
Letter dated March 1, 2011 (the “Bhat 2011 Offer Letter”). In
October 2015, Ms. Bhat entered into a letter agreement
with Reviva pursuant to which Ms. Bhat agreed to a reduction
in her base annual salary to $30,000.00 for an indefinite period of
time. Effective since October 2018, Ms. Bhat had agreed
to defer her entire salary, without interest. Effective as of
October 2, 2020, 35,385 shares of Reviva common stock were
issued to Ms. Bhat in full satisfaction of the entire deferred
salary balance owed to Ms. Bhat, pursuant to a Stock Issuance
Agreement and Release.
On June 16, 2021, the Company entered into an Employment Letter
with Ms. Bhat (the “Bhat 2021 Employment Letter”), which supersedes
the Bhat 2011 Offer Letter. The Bhat 2021 Employment Letter
provides for Ms. Bhat to continue to serve as our Vice President
for Program & Portfolio Management reporting to our Chief
Executive Officer or our Board and provides for an annual base
salary of $277,000, retroactive to December 15, 2020 (the day
following the Business Combination). Under the Bhat 2021 Employment
Letter, Ms. Bhat is eligible for annual bonuses in the discretion
of our Board. The Bhat 2021 Employment Letter provides that
to receive any bonus, Ms. Bhat must be employed by the Company
at the time of payment. The Bhat 2021 Employment Letter provides
that Ms. Bhat may also receive, in the discretion of our Board,
equity awards under the Company’s 2020 Equity Incentive Plan or any
other equity incentive plan that the Company may adopt in the
future. The Bhat 2021 Employment Letter contains customary
confidentiality and assignment of inventions provisions.
Effective since October 2018, Dr. Cantillon had agreed to
defer his entire salary, without interest. Effective as of
October 2, 2020, 35,385 shares of Old Reviva common stock were
issued to Dr. Cantillon in full satisfaction of the entire
deferred salary balance owed to Dr. Cantillon, pursuant to a
Stock Issuance Agreement and Release.
Effective since April 2019, Dr. Bhat had agreed to the
deferral of his past salary as necessary, without interest.
Effective as of October 2, 2020, 132,506 shares of Old Reviva
common stock were issued to Dr. Bhat in full satisfaction of
the entire deferred salary balance owed to Dr. Bhat, pursuant
to a Stock Issuance Agreement and Release.
Indemnification Agreements
The Company has entered into indemnification agreements with each
of its directors and named executive officers. These agreements
require the Company to indemnify these individuals to the fullest
extent permitted under Delaware law against liabilities that may
arise by reason of their service to the Company, and to advance
expenses incurred as a result of any proceeding against them as to
which they could be indemnified. The Company also intends to enter
into indemnification agreements with its future directors and
executive officers. For a more fulsome description of the
indemnification agreements refer to the disclosure in “Executive
Compensation”.
Participation in 2021 Offering
Vedanta Associates, LP (“VA”), an affiliate of Parag Saxena, the
Chairman of our Board, or one or more accounts affiliated with VA
(such funds or accounts, together with VA, the “Vedanta Accounts”)
have purchased an aggregate of $4,987,500.00 in units in the
Company’s public offering completed in June 2021 at the public
offering price. The underwriters received the same discount on the
units purchased by the Vedanta Accounts as they did from any other
units sold to the public in this public offering.
Policies and Procedures for Related Party Transactions:
Our Board has adopted a policy that its executive officers,
directors, nominees for election as a director, beneficial owners
of more than 5% of any class of its common stock, any members of
the immediate family of any of the foregoing persons and any firms,
corporations or other entities in which any of the foregoing
persons is employed or is a partner or principal or in a similar
position or in which such person has a 5% or greater beneficial
ownership interest (collectively “related parties”), are not
permitted to enter into a transaction with the Company without the
prior consent of our Board acting through the Audit Committee
or, in certain circumstances, the chairman of the Audit Committee.
Any request for the Company to enter into a transaction with a
related party, in which the amount involved exceeds $100,000 and
such related party would have a direct or indirect interest must
first be presented to the Audit Committee, or in certain
circumstances the chairman of the Audit Committee, for review,
consideration and approval. In approving or rejecting any such
proposal, the Audit Committee, or the chairman of the Audit
Committee, is to consider the material facts of the transaction,
including, but not limited to, whether the transaction is on terms
no less favorable than terms generally available to an unaffiliated
third-party under the same or similar circumstances, the extent of
the benefits to us, the availability of other sources of comparable
products or services and the extent of the related party’s interest
in the transaction.
PROPOSAL 2: RATIFY THE APPOINTMENT OF ARMANINO
LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE
YEAR ENDING DECEMBER 31, 2021
Prior to the Business Combination, Tenzing’s consolidated financial
statements were audited by Marcum LLP. For accounting purposes, the
Business Combination is treated as a reverse acquisition and, as
such, the historical financial statements of the accounting
acquirer, Reviva, which have been audited by Armanino LLP became
the historical consolidated financial statements of the Company. In
a reverse acquisition, a change of accountants is presumed to have
occurred unless the same accountant audited the pre-transaction
financial statements of both the legal acquirer and the accounting
acquirer, and such change is generally presumed to occur on the
date the reverse acquisition is completed.
On December 17, 2020, the Audit Committee elected to continue to
engage Marcum LLP (“Marcum”), an independent registered accounting
firm, as our independent registered public accounting firm to
review our condensed consolidated financial statements for the
three and nine month period ended November 30, 2020, and, following
Marcum’s review of our condensed consolidated financial statements
for the three and nine month period ended November 30, 2020, we
decided to terminate Marcum’s engagement and appoint Armanino LLP,
as the independent registered public accounting firm engaged to
audit our consolidated financial statements for the year ended
December 31, 2020.
Marcum has since completed its review of our condensed consolidated
financial statements for the three and nine month period ended
November 30, 2020, and we terminated our relationship with Marcum
effective January 15, 2021.
The reports of Marcum on our financial statements for the fiscal
year ended February 29, 2020 and for the period from March 20, 2018
(inception) through February 28, 2019, did not contain an adverse
opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principles
except that, the reports on the financial statements as of and for
the year ended February 29, 2020 and for the period from March 20,
2018 (inception) through February 28, 2019, each contained a
separate explanatory paragraph regarding substantial doubt about
our ability to continue as a going concern.
During the fiscal year ended February 29, 2020 and for the period
from March 20, 2018 (inception) through February 28, 2019, and the
subsequent interim period through November 30, 2020, there have
been no “disagreements” (as defined in Item 304(a)(1)(iv) of
Regulation S-K and related instructions) with Marcum on any matter
of accounting principles or practices, financial statement
disclosure or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Marcum, would have caused
Marcum to make reference thereto in their reports on the financial
statements for such fiscal years.
During the fiscal year ended February 29, 2020 and for the period
from March 20, 2018 (inception) through February 28, 2019, and any
subsequent interim period through November 30, 2020, there have
been no “reportable events” (as defined in Item 304(a)(1)(v) of
Regulation S-K).
On January 19, 2021, the Audit Committee approved the appointment
of Armanino LLP as our new independent registered public accounting
firm, effective as of that date. During the fiscal year ended
February 29, 2020 and for the period from March 20, 2018
(inception) through February 28, 2019, and the subsequent interim
period through November 30, 2020, neither Tenzing, nor anyone on
its behalf, consulted Armanino LLP regarding either (i) the
application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that
might be rendered on the financial statements of Tenzing, and no
written report or oral advice was provided to Tenzing by Armanino
that Armanino LLP concluded was an important factor considered by
Tenzing in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was either the
subject of a “disagreement” (as defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions) or a “reportable
event” (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).
The Audit Committee has reappointed Armanino LLP as our independent
registered public accounting firm to audit our financial statements
for the fiscal year ending December 31, 2021, and has further
directed that management submit their selection of independent
registered public accounting firm for ratification by our
stockholders at the Annual Meeting. Neither the accounting firm nor
any of its members has any direct or indirect financial interest in
or any connection with us in any capacity other than as public
registered accounting firm.
Principal Accountant Fees and Services
The following table summarizes the fees for professional services
rendered by Armanino LLP, the Company’s (and Old Reviva’s, prior to
the Business Commination) independent registered public accounting
firm, for each of the respective last two fiscal years:
|
Year ending December 31,
|
|
2020
|
|
|
2019
|
|
|
Audit fees(1)(2)(3)
|
|
$
|
233,077
|
|
|
$
|
63,750
|
|
|
Audit related fees
|
|
|
— |
|
|
|
— |
|
|
Tax fees
|
|
|
—
|
|
|
|
— |
|
|
All other fees
|
|
|
— |
|
|
|
— |
|
|
Total
|
|
$
|
233,077
|
|
|
$
|
63,750
|
|
|
(1)
|
Audit fees consist of fees incurred for professional services
rendered for the audit of our annual financial statements and
review of the quarterly financial statements, assistance with
registration statements filed with the SEC, and services that are
normally provided by our independent registered public accounting
firm in connection with regulatory filings or
engagements.
|
|
(2)
|
For the fiscal year ended December 31, 2020, Audit fees of $68,957
were paid to Armanino LLP.
|
|
(3)
|
For the fiscal year ended December 31, 2019, Audit fees of $63,750
were paid to Armanino LLP.
|
Auditor Independence
In our fiscal year ended December 31, 2020, there were no other
professional services provided by Armanino LLP that would have
required our audit committee to consider their compatibility with
maintaining the independence of Armanino LLP.
Audit Committee Policy on Pre-Approval of Audit and Permissible
Non-Audit Services of Independent Registered Public Accounting
Firm
Our audit committee has established a policy governing our use of
the services of our independent registered public accounting
firm. Under this policy, our audit committee is required to
pre-approve all audit and non-audit services performed by our
independent registered public accounting firm in order to ensure
that the provision of such services does not impair the public
accountants’ independence. All fees paid to Armanino LLP for
our fiscal years ended December 31, 2020 and 2019 were pre-approved
by our audit committee.
Attendance at Annual Meeting
Representatives of Armanino LLP will be present at the Annual
Meeting and will have an opportunity to make a statement if they so
desire, and will be available to respond to appropriate questions
from stockholders.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR
THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
STOCKHOLDER PROPOSALS
Stockholder Proposals for 2022 Annual Meeting
Any stockholder proposals submitted for inclusion in our proxy
statement and form of proxy for our 2022 Annual Meeting of
Stockholders in reliance on Rule 14a-8 under the Securities
Exchange Act of 1934, as amended must be received by us no later
than June 28, 2022 in order to be considered for inclusion in our
proxy statement and form of proxy. Such proposal must also comply
with the requirements as to form and substance established by the
SEC if such proposals are to be included in the proxy statement and
form of proxy. Any such proposal shall be mailed to: Reviva
Pharmaceuticals Holdings, Inc., 9925 Stevens Creek Blvd., Suite
100, Cupertino, California 95014, Attn.: Secretary.
Our bylaws state that a stockholder must provide timely written
notice of any nominations of persons for election to our Board or
any other proposal to be brought before the meeting together with
supporting documentation as well as be present at such meeting,
either in person or by a representative. For our 2022 Annual
Meeting of Stockholders, a stockholder’s notice shall be timely
received by us at our principal executive office no later than
September 9, 2022 and no earlier than August 10, 2022;
provided, however, that in the event the Annual
Meeting is scheduled to be held more than thirty (30) days before
the anniversary date of the immediately preceding Annual Meeting of
Stockholders (the “Anniversary Date”) or more than sixty (60) days
after the Anniversary Date, a stockholder’s notice shall be timely
if received by our Secretary at our principal executive office not
later than the close of business on the later of (i) the ninetieth
(90th) day prior to the scheduled date of such Annual Meeting; and
(ii) the tenth (10th) day following the day on which such public
announcement of the date of such Annual Meeting is first made by
us. Proxies solicited by our Board will confer discretionary voting
authority with respect to these nominations or proposals, subject
to the SEC’s rules and regulations governing the exercise of this
authority. Any such nomination or proposal shall be mailed to:
Reviva Pharmaceuticals Holdings, Inc., 9925 Stevens Creek Blvd.,
Suite 100, Cupertino, California 95014, Attn.: Secretary.
ANNUAL REPORT
Copies of our Annual Report on Form 10-K (including audited
financial statements), as amended, filed with the SEC may be
obtained without charge by writing to Reviva Pharmaceuticals
Holdings, Inc., 9925 Stevens Creek Blvd., Suite 100, Cupertino,
California 95014, Attn.: Secretary. A request for a copy of our
Annual Report on Form 10-K must set forth a good-faith
representation that the requesting party was either a holder of
record or a beneficial owner of our common stock on October 11,
2021. Exhibits to the Form 10-K will be mailed upon similar request
and payment of specified fees to cover the costs of copying and
mailing such materials.
Our audited financial statements for the fiscal year ended December
31, 2020 and certain other related financial and business
information are contained in our Annual Report on Form 10-K, as
amended, which is being made available to our stockholders along
with this proxy statement, but which is not deemed a part of the
proxy soliciting material.
HOUSEHOLDING OF ANNUAL MEETING
MATERIALS
Some banks, brokers and other nominee record holders may be
participating in the practice of “householding” proxy statements.
This means that only one copy of this Proxy Statement may have been
sent to multiple stockholders in the same household. We will
promptly deliver a separate copy of this Proxy Statement to any
stockholder upon written or oral request to: Reviva Pharmaceuticals
Holdings, Inc., 9925 Stevens Creek Blvd., Suite 100, Cupertino,
California 95014, Attn.: Secretary, or by phone at
(408) 501-8881. Any stockholder who wants to receive a
separate copy of this Proxy Statement, or of our proxy statements
or annual reports in the future, or any stockholder who is
receiving multiple copies and would like to receive only one copy
per household, should contact the stockholder’s bank, broker, or
other nominee record holder, or the stockholder may contact us at
the address and phone number above.
OTHER
MATTERS
As of the date of this proxy statement, the Board does not intend
to present at the Annual Meeting of Stockholders any matters other
than those described herein and does not presently know of any
matters that will be presented by other parties. If any other
matter requiring a vote of the stockholders should come before the
meeting, it is the intention of the persons named in the proxy to
vote with respect to any such matter in accordance with the
recommendation of the Board or, in the absence of such a
recommendation, in accordance with the best judgment of the proxy
holder.
| |
By Order of the Board of Directors
|
| |
|
| |
/s/ Laxminarayan Bhat
|
| |
Laxminarayan Bhat
|
| |
Chief Executive Officer
|
|
October 26, 2021
|
|
Cupertino, California
|
BROADRIDGE CORPORATE ISSUER SOLUTIONS
REVIVA PHARMACEUTICALS HOLDINGS, INC. P.O.
BOX 1342
BRENTWOOD, NY 11717
|
VOTE BY INTERNET
Before The Meeting - Go to
www.proxyvote.com
Use the Internet to transmit your voting instructions and for
electronic delivery of information up until 11:59 p.m. Eastern Time
on December 7, 2021. Have your proxy card in hand when you access
the web site and follow the instructions to obtain your records and
to create an electronic voting instruction form.
During The Meeting - Go to
www.virtualshareholdermeeting.com/RVPH2021
You may attend the meeting via the Internet and vote during the
meeting. Have the information that is printed in the box marked by
the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions
up until 11:59 p.m. Eastern Time on December 7, 2021. Have your
proxy card in hand when you call and then follow the
instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Vote
Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY
11717.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: |
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D60956-P59934 |
KEEP THIS PORTION FOR YOUR RECORDS |
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DETACH AND RETURN THIS PORTION ONLY |
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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REVIVA PHARMACEUTICALS HOLDINGS,
INC. |
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For
All
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Withhold
All
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For All
Except
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To withhold authority to vote for any individual
nominee(s), mark "For All Except" and write the
number(s) of the nominee(s) on the line below.
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The Board of Directors recommends you vote FOR the
following: |
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☐ |
☐ |
☐ |
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1. |
Election of Directors |
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01) Laxminarayan Bhat |
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02) Parag Saxena |
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03) Richard Margolin |
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04) Purav Patel |
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05) Les Funtleyder |
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The Board of Directors recommends you vote FOR the following
proposal: |
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For |
Against |
Abstain |
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2. |
Ratification of the appointment of Armanino LLP as the independent
registered public accounting firm. |
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☐ |
☐ |
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NOTE: Such other business as may properly come before the
meeting or any adjournment thereof. |
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Please sign exactly as your name(s) appear(s) hereon. When signing
as attorney, executor,
administrator, or other fiduciary, please give full title as such.
Joint owners should each sign
personally. All holders must sign. If a corporation or partnership,
please sign in full corporate
or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
Date |
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Signature (Joint Owners) |
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Date |
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Important Notice Regarding the Availability of Proxy Materials
for the Annual Meeting:
The Notice and Proxy Statement, Annual Report and Form 10-K, as
amended, are available at
www.proxyvote.com.
D60957-P59934
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REVIVA PHARMACEUTICALS HOLDINGS, INC.
ANNUAL MEETING OF SHAREHOLDERS December 8, 2021 11:00 AM Pacific
Time
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS
The shareholder(s) hereby appoint(s) Laxminarayan Bhat and Narayan
Prabhu, or either of them, as proxies, each with the power to
appoint (his/her) substitute, and hereby authorizes them to
represent and to vote, as designated on the reverse side of this
ballot, all of the shares of Common Stock of Reviva Pharmaceuticals
Holdings, Inc. that the shareholder(s) is/are entitled to vote at
the Annual Meeting of Shareholders to be held virtually via the
Internet at 11:00 a.m., Pacific Time on Wednesday, December 8,
2021, and any adjournment or postponement thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY
THE SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE MADE, THIS PROXY WILL
BE VOTED FOR THE ELECTION OF THE NOMINEES LISTED ON THE REVERSE
SIDE FOR THE BOARD OF DIRECTORS AND FOR PROPOSAL 2.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY
USING THE ENCLOSED REPLY ENVELOPE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
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