ITEM 5.   OTHER INFORMATION.

Notice of Failure to Satisfy a Continued Listing Rule or Standard – Nasdaq Market Value of Listed Securities Continued Listing Standard

On August 8, 2025, Reviva received a written notice (the “MVLS Notice”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company is not in compliance with Nasdaq Listing Rule 5550(b)(2), which requires the Company to maintain a minimum Market Value of Listed Securities (“MVLS”) of $35 million for continued listing on The Nasdaq Capital Market (the “MVLS Requirement”). Based on Nasdaq’s review of the Company’s MVLS for the 30 consecutive business days preceding receipt of the MVLS Notice, the Company no longer meets this requirement. Additionally, Nasdaq noted in the MVLS Notice that the Company does not meet either of the alternative Nasdaq continued listing standards under the Nasdaq Listing Rules, specifically, stockholders’ equity of $2,500,000 (Nasdaq Listing Rule 5550(b)(1)), or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years (Nasdaq Listing Rule 5550(b)(3)).

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company will have 180 calendar days, or until February 4, 2026 (the “Compliance Period”) to regain compliance with the MVLS Requirement. To regain compliance during the 180-day period, the Company’s MVLS must be at least $35 million for a minimum of ten consecutive business days at any time during this period, after which Nasdaq will provide written confirmation of compliance to the Company and the matter will be closed. If the Company does not regain compliance with the MVLS Requirement by the end of the Compliance Period, the Company will receive written notification from Nasdaq that its securities are subject to delisting. At that time, the Company may appeal any such delisting determination to a Nasdaq hearings panel.

The MVLS Notice has no immediate effect on the listing of the Company’s common stock or listed warrants, which will continue to trade on The Nasdaq Capital Market under the symbols “RVPH” and “RVPHW”, respectively, subject to the Company’s compliance with the other continued listing requirements of The Nasdaq Capital Market.

The Company intends to actively monitor its MVLS and may, if appropriate, consider implementing available options to regain compliance with the MVLS Requirement. However, there can be no assurance that the Company will be able to regain compliance with the MVLS Requirement.

As previously disclosed, pursuant to the written notice received from Nasdaq on May 13, 2025 (the “Minimum Bid Price Notice”), the Company is also not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Requirement”). The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s common stock for the last 30 consecutive business days preceding the Minimum Bid Price Notice, the Company is not currently in compliance with Minimum Bid Price Requirement. As previously reported, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until November 10, 2025, to regain compliance with the Minimum Bid Price Requirement. The Company intends to continue to actively monitor the closing bid price of its common stock and assess potential actions to regain compliance with the Minimum Bid Price Requirement and may, if appropriate, consider and effectuate available options, including implementation of a reverse stock split of the Company’s common stock.

The Company intends to continue to assess potential options and take definitive steps as appropriate in an effort to evidence compliance with the Minimum Bid Price Requirement and the MVLS Requirement as noted above.  However, there can be no assurance that the Company will be able to evidence compliance with the MVLS Requirement or the Minimum Bid Price Requirement, or that the Company will be able to maintain compliance with these requirements or with the other Nasdaq continued listing requirements.  If Nasdaq were to determine to delist the Company’s common stock for failure to satisfy the MVLS Requirement or the Minimum Bid Price Requirement, the Company would have the right to appeal to a Nasdaq hearings panel, but there can be no assurance that any such appeal would be successful.

Rule 10b5-1 Trading Arrangements and Non-Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended June 30, 2025, none of our officers or directors, as those terms are defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Item 408 of Regulation S-K.