S-1 1 tm2039346d1_s1.htm FORM S-1

As filed with the Securities and Exchange Commission on December 29, 2020

Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

REVIVA PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		2834		85-4306526
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

19925 Stevens Creek Blvd., Suite 100

Cupertino, CA 95014
(408) 501-8881
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Laxminarayan Bhat

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

Cupertino, CA 95014
(408) 501-8881

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

Copies to:

Steven M. Skolnick, Esq.

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

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered	Amount to be Registered⁽¹⁾		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.0001 per share		6,325,000 ⁽²⁾	$	8.28⁽⁴⁾	$	52,371,000.00	$	5,713.68
Common Stock, par value $0.0001 per share		2,887,104 ⁽³⁾	$	8.28⁽⁴⁾	$	23,905,221.12	$	2,608.06
Common Stock, par value $0.0001 per share		556,313 ⁽⁵⁾	$	8.28⁽⁴⁾	$	4,606,271.64	$	502.55
Warrants to Purchase Shares of Common Stock		556,313 ⁽⁶⁾		--		--		--⁽⁷⁾
Total		--		--	$	80,882,492.76	$	8,824.29

(1)

This registration statement (this “Registration Statement”) also covers an indeterminate number of additional shares of common stock, par value $0.0001 per share (the “Common Stock”), and warrants to purchase common stock, of Reviva Pharmaceuticals Holdings, Inc. (the “Registrant”) that may be offered or issued to prevent dilution resulting from share splits, share dividends or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”).

(2)

Represents the issuance of up to 6,325,000 shares of Common Stock issuable upon the exercise of 6,325,000 Public Warrants (as defined herein).

(3)

Represents 2,887,104 shares of Common Stock registered for resale by the selling securityholders named in this Registration Statement (the “Selling Securityholders”).

(4)

Pursuant to Rule 457(c) under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is $8.28, which is the average of the high and low prices of shares of the Registrant’s Common Stock on The Nasdaq Capital Market (“Nasdaq”) on December 22, 2020 (such date being within five business days of the date that this Registration Statement was filed with the U.S. Securities and Exchange Commission (the “SEC”).

(5)

Represents 556,313 shares Common Stock of issuable upon the exercise of the Private Warrants (as defined herein).

(6)

Represents 556,313 Private Warrants registered for resale by the Selling Securityholders named in this Registration Statement.

(7)

Pursuant to Rule 457(g) of the Securities Act, no separate fee is recorded for the Private Warrants and the entire fee is allocated to the Common Stock underlying such Private Warrants.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The Selling Securityholders named in this prospectus may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS, SUBJECT TO COMPLETION, DATED DECEMBER 29, 2020

REVIVA PHARMACEUTICALS HOLDINGS, INC.

Up to 2,887,104 Shares of Common Stock

6,881,313 Shares of Common Stock Issuable Upon Exercise of Warrants

556,313 Warrants to Purchase Common Stock

This prospectus relates to the issuance by us of up to an aggregate of up to 6,325,000 shares of our common stock, $0.0001 par value per share (the “Common Stock”) that are issuable upon the exercise of 6,325,000 warrants (the “Public Warrants”) originally issued in the initial public offering, or the “IPO” of Tenzing (as defined herein), at an exercise price of $11.50 per share of Common Stock.

This prospectus also relates to the offer and sale by the Selling Securityholders identified in this prospectus, or their permitted transferees, of:

(i)

up to 3,443,417 shares of Common Stock, including:

(a)

556,313 shares of Common Stock issuable upon conversion of the Private Warrants;

(b)

300,000 shares of Common Stock that were issued pursuant to the Side Letter (as defined herein);

(c)

55,050 shares of Common Stock that were issued pursuant to the Non-Redemption Agreement (as defined herein);

(d)

1,581,250 founder shares of Common Stock (the “Founder Shares”), 1,437,500 of which were issued to Sponsor (as defined herein) in June of 2018 and the remainder of which were issued to Sponsor in August of 2018;

(e)

358,813 shares of Common Stock that were issued as part of the private placement of units (the “Private Placement Units”) that took place simultaneously with the closing of Tenzing’s IPO, 343,000 of which were issued to Sponsor (“Sponsor’s Private Placement Shares”);

(f)

41,263 shares of Common Stock held by the Backstop Investors (as defined herein);

(g)

353,228 shares of Common Stock held by the holders of the former Reviva Notes (as defined here in) and

(h)

197,500 shares of Common Stock (the “Working Capital Shares”) issued upon conversion of the Working Capital Notes (as defined herein).

(ii)

up to 556,313 outstanding warrants (the “Private Warrants”, and together with the Public Warrants, the “Warrants”), each entitling the holder thereof to purchase one share of Common Stock at an exercise price of $11.50 per share, subject to certain adjustments, including (a) 358,813 outstanding warrants that were issued as part of the private placement of units that took place simultaneously with the closing of Tenzing’s IPO (the “Private Placement Warrants”), and (b) 197,500 outstanding Working Capital Warrants (as defined herein).

We will not receive any proceeds from the sale of shares of Common Stock or Private Warrants by the Selling Securityholders pursuant to this prospectus, except with respect to amounts received by us upon exercise of the Public Warrants or the Private Warrants to the extent such Public Warrants or Private Warrants, as applicable, are exercised with cash. However, we will pay the expenses, other than underwriting discounts and commissions and certain expenses incurred by the Selling Securityholders in disposing of the securities, associated with the sale of securities pursuant to this prospectus.

We are registering the offer and sale of the securities described above to satisfy certain registration rights we have granted. Our registration of the securities covered by this prospectus does not mean that either we or the Selling Securityholders will issue, offer or sell, as applicable, any of the securities. The Selling Securityholders and any of their permitted transferees may offer and sell the securities covered by this prospectus in a number of different ways and at varying prices. Additional information on the Selling Securityholders, and the times and manner in which they may offer and sell the securities under this prospectus, is provided under “Selling Securityholders” and “Plan of Distribution” in this prospectus.

We are an “emerging growth company,” as that term is defined under the federal securities laws and, as such, are subject to certain reduced public company reporting requirements.

Our Common Stock and warrants are listed on the Nasdaq Capital Market, or Nasdaq, under the symbols “RVPH” and “RVPHW”, respectively. On December 28, 2020, the closing price of our common stock was $8.92 per share and the closing price of our warrants was $0.6404 per warrant.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 8 of this prospectus. You should carefully consider these risk factors, as well as the information contained in this prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this Prospectus is , 2020

TABLE OF CONTENTS

			Page
INTRODUCTORY NOTE			ii
ABOUT THIS PROSPECTUS			vi
PROSPECTUS SUMMARY			1
THE OFFERING			4
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			5
MARKET AND INDUSTRY DATA			7
RISK FACTORS			8
USE OF PROCEEDS			41
DIVIDEND POLICY			41
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			42
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			49
BUSINESS			56
MANAGEMENT			86
EXECUTIVE COMPENSATION			91
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			100
PRINCIPAL STOCKHOLDERS			106
MARKET PRICE OF OUR COMMON STOCK AND RELATED STOCKHOLDER MATTERS			108
DESCRIPTION OF CAPITAL STOCK			109
SELLING SECURITYHOLDERS			116
PLAN OF DISTRIBUTION			119
LEGAL MATTERS			121
EXPERTS			121
WHERE YOU CAN FIND MORE INFORMATION			121
INDEX TO FINANCIAL STATEMENTS			F-1

INTRODUCTORY NOTE

Closing of Merger

On December 14, 2020 (the “Closing Date”), Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation and the successor by re-domiciliation to Tenzing Acquisition Corp., a British Virgin Islands exempted company (“Tenzing”), Tenzing Merger Subsidiary Inc., a Delaware corporation and wholly-owned subsidiary of Tenzing (“Merger Sub”), and Reviva Pharmaceuticals, Inc., a Delaware corporation (together with its consolidated subsidiaries, “Old Reviva”), consummated a business combination (the “Business Combination”) through the proposed merger (the “Closing”) of Merger Sub with and into Reviva (the “Merger”), contemplated by the previously announced Agreement and Plan of Merger, dated as of July 20, 2020 (as amended, the “Merger Agreement”), by and among Tenzing, Merger Sub, Old Reviva, and the other parties thereto. Pursuant to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), Merger Sub merged with and into Old Reviva, with Old Reviva as the surviving company in the Merger and, after giving effect to such Merger, Old Reviva becoming a wholly-owned subsidiary of Reviva Pharmaceuticals Holdings, Inc. (together with its consolidated subsidiaries after the Closing Date, “New Reviva”)

On December 11, 2020, in advance of and in connection with the Closing, and pursuant to the terms of the Merger Agreement, Tenzing changed its jurisdiction of organization by continuing out of the British Virgin Islands and re-domiciling to a corporation incorporated under the laws of the State of Delaware (the “Domestication”).

In accordance with the terms and subject to the conditions of the Merger Agreement, at the Effective Time, (i) all shares of Old Reviva common stock and Old Reviva preferred stock (together, “Reviva Stock”) issued and outstanding immediately prior to the Effective Time (other than those properly exercising any applicable dissenters rights under Delaware law) converted into the right to receive shares of common stock of New Reviva, par value $0.0001 per share (the “Common Stock”); (ii) each issued and outstanding warrant to acquire shares of Old Reviva common stock were assumed by New Reviva and automatically converted into a warrant for Common Stock, with its price and number of shares equitably adjusted based on the terms of the Merger Agreement (the “Assumed Warrants”); and (iii) each outstanding option to acquire Old Reviva common stock (whether vested or unvested) were assumed by New Reviva and automatically converted into an option to acquire shares of Common Stock, with its price and number of shares equitably adjusted based on the terms of the Merger Agreement.

Unless the context otherwise requires, references in this prospectus to “Reviva”, the “Company”, “us”, “we”, “our” and any related terms prior to the closing of the Business Combination are intended to mean Reviva Pharmaceuticals, Inc., a Delaware corporation, and its consolidated subsidiaries, and after the closing of the Business Combination, Reviva Pharmaceuticals Holdings, Inc., a Delaware corporation and its consolidated subsidiaries.

Escrow Agreement

In connection with the Business Combination, on December 14, 2020, the Company entered into an escrow agreement (the “Escrow Agreement”) with Sponsor, Dr. Bhat and Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Pursuant to the Escrow Agreement and the Merger Agreement, at the Closing, 573,666 shares of Common Stock, representing ten percent (10%) of the merger consideration provided for in the Merger Agreement (the “Escrow Shares”) otherwise issuable to the holders of Reviva Stock (the “Reviva Securityholders”) (allocated pro rata among the Reviva Securityholders based on the merger consideration otherwise issuable to them at the Closing (“Pro Rata Consideration”)) were deposited into a segregated escrow account with the Escrow Agent, and such shares are held in escrow together with any dividends, distributions or other income on the Escrow Shares (the “Escrow Property”) in accordance with the Escrow Agreement. The Escrow Property will be held in the escrow account for a period of twelve (12) months after the Closing as the sole and exclusive source of payment for any post-Closing indemnification claims (subject to certain exceptions as set forth in the Escrow Agreement). The Reviva Securityholders will have the right to vote the Escrow Shares while they are held in escrow.

Earnout

In addition to the merger consideration set forth above, the Reviva Securityholders also have a contingent right to receive up to an additional 1,000,000 shares of Common Stock (the “Earnout Shares”) after the Closing based on the stock price performance of the Common Stock and the achievement by Reviva of certain clinical trial milestones during the three (3) year period following the Closing (the “Earnout Period”). In order to receive the Earnout Shares, during the Earnout Period, both:

the closing price of Reviva’s common stock has to be equal to or greater than $15.00 per share for any 20 trading days within any 30 trading day period; and

Reviva must receive positive data from (i) its first phase 3 trial in Acute Schizophrenia and (ii) either a phase 2 clinical trial in pulmonary arterial hypertension or idiopathic pulmonary fibrosis.

If there is a final determination that the Reviva Securityholders are entitled to receive Earnout Shares, then such Earnout Shares will be allocated such that (i) one-half (1/2) of the Earnout Shares will be allocated to Old Reviva preferred stockholders (pro rata amongst them based on the number of shares of Old Reviva preferred stock owned) and (ii) the remaining one-half (1/2) of the Earnout Shares will be allocated to all of the Reviva Securityholders pro rata, treating the Old Reviva preferred stock on an as-converted to common stock basis (a one-for-one basis).

Maxim Side Letter

Pursuant to that certain underwriting agreement, dated as of August 20, 2018 (the “Underwriting Agreement”), by and between Tenzing and Maxim Group LLC (“Maxim Group,” the underwriter of Tenzing’s initial public offering (the “IPO”)), Maxim Group was entitled to an aggregate cash payment of $2,213,750 (the “Deferred Underwriting Commission”) payable upon the Closing. In connection with the Closing, on December 14, 2020, Tenzing entered into a letter agreement (the “Side Letter”) with Maxim Group, which Side Letter provided that in lieu of the payment of $2,113,750 of the Deferred Underwriting Commission in cash, Tenzing shall, at the Closing, issue to Maxim Group’s affiliate, Maxim Partners, LLC (“Maxim Partners,” and together with Maxim Group, “Maxim”), an aggregate of 300,000 shares of Common Stock (the “Side Letter Shares”), with the remaining $100,000 of the Deferred Underwriting Commission being paid in cash upon the Closing. Maxim was also given certain registration rights in the Side Letter.

Backstop Agreements

On October 21, 2020, Tenzing entered into backstop agreements (the “Initial Backstop Agreements”) with Reviva and certain investors (the “Initial Backstop Investors”) in connection with the Business Combination. Pursuant to the Backstop Agreements, the Backstop Investors agreed to (i) purchase in the aggregate, among all Backstop Investors, a total of 417,518 of Tenzing’s ordinary shares in open market or private transactions (the “Backstop Shares”), (ii) hold and not transfer, grant any proxies or powers of attorney, or incur any liens with respect to, such Backstop Shares through the closing of the Business Combination, and (iii) not redeem any Backstop Shares in connection with the Business Combination or any future extension of the Tenzing’s deadline to consummate its initial business combination prior to the closing of the Business Combination. In exchange, Tenzing agreed to issue to the Backstop Investors for each ten (10) Backstop Shares that they purchase on or prior to a certain deadline set forth in the Initial Backstop Agreements and hold without transfer, do not redeem and otherwise act in material compliance with the terms of the Backstop Agreement one (1) share (each, an “October 21 Additional Share”) of common stock of Tenzing after giving effect to the conversion of Tenzing from a British Virgin Islands company to a Delaware corporation, as contemplated by the Merger Agreement, such

SEC Form S filed