REVIVA PHARMACEUTICALS HOLDINGS, INC.
10080 N WOLFE ROAD, SUITE SW3-200

CUPERTINO, CA 95014 

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To be held on December 18, 2026

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 Friday, December 18, 2026 at 11:00 a.m. Pacific Time. The Annual Meeting will be held virtually via the Internet at www.virtualshareholdermeeting.com/RVPH2026. 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:

On or about November     , 2026, we intend to begin sending to our stockholders a Notice of Annual Meeting of Stockholders (the “Notice”) along with our proxy statement for the Annual Meeting, our 2025 Annual Report on Form 10-K and a proxy card. The proxy statement and accompanying materials also provide instructions on how to vote online.

Only stockholders of record at the close of business on October 30, 2026 are entitled to receive the Notice and to vote at the Annual Meeting or any adjournment or postponement thereof.

Your vote is important. Whether or not you plan to attend the Annual Meeting, when you have finished reading the proxy statement, we urge you to vote by following the instructions set forth in the proxy statement to submit your proxy over the Internet, by telephone or by mail in order to ensure the presence of a quorum. You may change or revoke your proxy at any time before it is voted at the Annual Meeting. 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.

November     , 2026

Cupertino, California

PROXY STATEMENT

TABLE OF CONTENTS

REVIVA PHARMACEUTICALS HOLDINGS, INC.
10080 N WOLFE ROAD, SUITE SW3-200

CUPERTINO, CA 95014 

PROXY STATEMENT

This proxy statement contains information related to the Annual Meeting of Stockholders (the “Annual Meeting”) of Reviva Pharmaceuticals Holdings, Inc. (the “Company”, “Reviva”, “we”, “us” or “our”) to be held on Friday, December 18, 2026 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/RVPH2026 using the 16-digit control number included on your proxy card.

All share, common stock warrant, prefunded warrant, restricted common stock, and common stock option amounts, and per share, per common stock warrant, per pre-funded warrant, per restricted common stock and per common stock option amounts, in this proxy statement, have been retrospectively adjusted as appropriate to reflect the one-for-twenty (1:20) reverse stock split of our issued and outstanding shares of common stock implemented on March 9, 2026 (the “March 2026 Reverse Split”).

Proxies for the Annual Meeting are being solicited by the Board of Directors of the Company (the “Board”). A Notice of Annual Meeting of Stockholders (the “Notice”) is first being sent to stockholders, and this proxy statement is first being made available to stockholders, on or about November     , 2026. 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 10080 N Wolfe Road, Suite SW3-200, Cupertino, CA 95014, during normal business hours for ten days prior to the Annual Meeting and available during the Annual Meeting.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON DECEMBER 18, 2026:

Our proxy materials including our Notice of Annual Meeting of Stockholders, this proxy statement for the Annual Meeting, our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and the proxy card are available on the Internet at www.proxyvote.com. Under Securities and Exchange Commission (“SEC”) rules, we are providing access to our proxy materials both by sending you this full set of proxy materials and 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:

What are the Board’s recommendations?

Our Board believes that the: (i) Director Election Proposal; (ii) Auditor Ratification Proposal; (iii) Say-on-Pay Proposal; (iv) Reverse Stock Split Proposal; and (v) Adjournment Proposal, are each advisable and in the best interests of the Company and its stockholders and recommends that you vote as follows:

Whether you plan to attend the Annual Meeting or not, we urge you to vote by proxy, as further described below. All shares represented by valid proxies that we receive through this solicitation, and that are not revoked, will be voted in accordance with your instructions on the proxy card or as instructed via the Internet. You may specify whether your shares should be voted for or withheld for each nominee for director pursuant to the Director Election Proposal, and whether your shares should be voted for, against or abstain with respect to each of the Auditor Ratification Proposal, the Say-on-Pay Proposal, the Reverse Stock Split Proposal, and the Adjournment Proposal. Voting by proxy will not affect your right to attend the Annual Meeting. If you properly submit a proxy without giving specific voting instructions, 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. As of the date of this proxy statement, the Board had no knowledge of any business other than the proposals described in this proxy statement that would be presented for consideration at the Annual Meeting.

Who is entitled to vote at the Annual Meeting?

Only stockholders of record at the close of business on the record date, October 30, 2026 (the “Record Date”), are entitled to vote the shares of common stock that they held on that date at the Annual Meeting, or any adjournment or postponement of the Annual 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           outstanding shares of common stock.

Who can attend the Annual 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/RVPH2026 using the 16-digit control number included on your proxy card. 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 Annual Meeting in advance of the designated start time.

An online portal will be available to our stockholders at www.proxyvote.com commencing on or about November      , 2026. 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/RVPH2026. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number included on 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 Annual 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?

At the Annual Meeting, the presence in person (including, in the case of the virtual Annual Meeting, by remote communication) or represented by proxy, of one-third (1/3) of the voting power of our stock outstanding on the Record Date and entitled to vote at the Annual Meeting will constitute a quorum for the Annual Meeting. Pursuant to the General Corporation Law of the State of Delaware, signed proxies received but not voted and abstentions will be counted for the purpose of determining whether a quorum is present. If brokers have, and exercise, discretionary authority on at least one item on the agenda for the Annual Meeting, uninstructed shares for which broker non-votes occur will constitute voting power present for the discretionary matter and will therefore count towards the quorum.

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.

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 17, 2026.

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 17, 2026. 

Vote by Mail

If you received a proxy card by mail, you can 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., Eastern Time, on December 17, 2026. 

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/RVPH2026. To demonstrate proof of stock ownership, you will need to enter the 16-digit control number included on 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:

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 one-third (1/3) of the voting power of our 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, signed proxies received but not voted, 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:

Holders of our common stock will not have any dissenters’ rights of appraisal in connection with any of the matters to be voted on at the Annual 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 as to how to vote your shares, if you wish to ensure that your shares are voted at the Annual Meeting on all matters and if you wish to direct the voting of your shares on “routine” matters.

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 Director Election Proposal (Proposal 1) and the Say-on-Pay Proposal (Proposal 3) are generally not considered to be “routine” matters and brokers are not permitted to vote on such matters if the broker has not received instructions from the beneficial owners. Accordingly, it is particularly important that beneficial owners instruct their brokers how they wish to vote their shares. The Auditor Ratification Proposal (Proposal 2), the Reverse Stock Split Proposal (Proposal 4), and the Adjournment Proposal (Proposal 5) are generally considered to be “routine” matters, and hence your brokerage firm may be able to vote on Proposals 2, 4 and 5 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.

In addition, we have engaged Alliance Advisors, LLC as a proxy solicitor to assist in the solicitation of proxies and provide related informational support in connection with the Annual Meeting, for a services fee of $10,000 plus reimbursement of approved out-of-pocket expenses.

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 his or her 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 his successor has been duly elected and qualified, or, if sooner, until his earlier resignation, death or removal.

Directors are elected by a plurality of the votes properly cast, in person or by proxy. Directions to withhold authority, abstentions and broker non-votes will not be counted as votes cast in the election of directors and accordingly 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 Annual Meeting:

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 Board’s Nominating and Corporate Governance Committee (“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 as a member of our Board since December 2020. Prior to this, Dr. Bhat 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 a 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 postdoctoral 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 postdoctoral 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 the Company 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 our Board since December 2020, and, prior to this, served as Chairman of the board of directors of Tenzing from 2018 to the 2020 consummation of the Business Combination. In 2007, Mr. Saxena co-founded New Silk Route Partners, a U.S. private equity firm specializing in growth capital investments in India and the Indian subcontinent. In 2006, he also co-founded Vedanta Capital, a U.S. venture capital firm. He is the Managing Partner and Chief Executive Officer of both firms. Previously, Mr. Saxena was the Chief Executive Officer of INVESCO Private Capital (and its predecessor firms), a venture capital firm in the U.S. He has led or been a part of over 80 healthcare venture investments in the areas of pharmabiotech, digital health, medical devices, hospital management and health insurance over four decades. During the course of Mr. Saxena’s 23-year tenure at INVESCO Private Capital and its predecessor firms, 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, Horizon Health Corp., 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 has also addressed U.S. Congressional Members on Venture Capital and Healthcare. More recently, he moderated a panel on AI and Drug Discovery with thought leaders at the Government of India hosted AI Impact Summit held in February 2026. Mr. Saxena also was previously a Director of the Indian Institute of Technology Bombay's Heritage Fund as well as a Trustee of the Bharatiya Vidya Bhavan. He serves 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. He has also been appointed to Brown University's Advisory Council on Biology and Medicine. He also serves on the Board of the Windreich Department of Artificial Intelligence and Human Health at Mount Sinai Health System. Mr. Saxena is also a Founding, Global Advisory Board Member of the Wilson Center in Washington D.C, a past board member of the TB Alliance and on the U.S. Advisory Board of the Royal Shakespeare Company. He was the President of TiE Tri-State (NY, CT, NJ) from 2003 to 2010. Mr. Saxena was also on Mayor Bloomberg's Applied Sciences NYC Advisory Committee which attracted Cornell University to New York City. 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 educational background and deep financial, entrepreneurial and business expertise and experience, which support his financial literacy and sophistication, qualifies him to serve on our Board.

Richard Margolin, Director

Dr. Margolin has served as a member of our Board since December 2020. Dr. Margolin currently serves as the Chief Medical Officer of TauC3 Biologics Ltd., a privately held British biopharmaceutical company since August 2023, and also served as its Senior Vice President, Translational Sciences and Clinical Development from February 2020 until July 2023. From January 2020 until December 2023, Dr. Margolin served as the Chief Medical Officer of Eikonizo Therapeutics, Inc., a biotechnology company, 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. Prior to this, Mr. Patel 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 17 years of experience in business operations and scaling startups. Mr. Patel serves on the board of directors 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 decade of knowledge of the Company’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 previously served as a member of the board of directors of Applied Therapeutics Inc. (NASDAQ: APLT), a clinical-stage biopharmaceutical company, from June 2016 through February 2026, 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 of Healthcare Investing at Columbia University’s School of Public Health. 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 his or her earlier resignation, death 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

Our Board met 13 times in 2025. 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). While we do not have a formal policy requiring members of the Board to attend our annual meetings of stockholders, it is our general practice to invite directors and nominees for director to attend the annual meeting each year. Our last annual meeting of stockholders was held on December 18, 2025. All of our directors serving at the time attended last year’s annual meeting of stockholders.

Director Independence

Although our common stock is not currently listed on The Nasdaq Capital Market, we continue to adhere to The Nasdaq Capital Market’s listing rules. 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 (the “Exchange Act”). Compensation committee members must also satisfy the applicable 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.

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 of the Board (the “Audit Committee”) consists of Mr. Funtleyder, Mr. Patel and Dr. Margolin, with Mr. Funtleyder serving as the Chair of the Audit Committee. The Audit Committee met five times in 2025. Although our common stock is not currently listed on The Nasdaq Capital Market, we continue to adhere to the Nasdaq Marketplace Rules. Our Board has determined that the 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 independent registered 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 independent registered 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 of the Board (the “Compensation Committee”) consists of Mr. Patel, Dr. Margolin and Mr. Saxena, with Mr. Patel serving as the Chair of the Compensation Committee. The Compensation Committee met four times in 2025. Our Board has determined that the three directors currently serving on our Compensation Committee are independent under applicable listing standards and are “non-employee directors” as defined in Rule 16b-3 promulgated under the Exchange Act.

The Compensation Committee reviews and approves, and 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 all forms of non-equity and equity-based compensation of our Chief Executive Officer and other executive officers, and such corporate goals and objectives relevant to such compensation, as applicable. Additionally, our Compensation Committee administers the Company’s equity-based compensation plans. 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/.

In addition, under its charter, the Compensation Committee has the authority (i) to delegate such of its authority and responsibilities as the Committee deems proper to subcommittees thereof, subject to all applicable laws and regulations, (ii) appoint a chair of the Compensation Committee, unless a chair is designated by the Board, and (iii) have the sole authority and right, at the expense of the Company, to retain legal and other consultants, experts and advisers of its choice to assist the Compensation Committee in connection with its functions, including any studies or investigations, and shall have direct oversight of the work performed by such advisers. The Compensation Committee is required to evaluate the independence of any compensation consultant it engages based on the factors for assessing independence and identifying potential conflicts of interest that are set forth in Exchange Act Rule 10C-1(b)(4), Rule 5605(d)(3)(D) of the Nasdaq Marketplace Rules, and such other factors as the Compensation Committee deems relevant or may be required from time to time pursuant to applicable SEC or Nasdaq rules. Although our common stock is not currently listed on The Nasdaq Capital Market, we continue to adhere to the Nasdaq Marketplace Rules. Once it considers these factors, the Compensation Committee may select or receive advice from any compensation advisor the Compensation Committee prefers, including one that is not independent.

Nominating and Corporate Governance Committee. Our Governance Committee consists of Mr. Saxena, Mr. Funtleyder and Mr. Patel, with Mr. Saxena serving as the Chair of the Governance Committee. The Governance Committee met one time in 2025.

The Governance Committee nominates individuals to be elected to the Board by our stockholders. The 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. Although our common stock is not currently listed on The Nasdaq Capital Market, we continue to adhere to the Nasdaq listing standards. All members of the Governance Committee are independent directors as defined under the Nasdaq listing standards. Our Board has adopted a written charter for the 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 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 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 accordance with the timeframe(s) set forth and other applicable requirements referenced under the heading “Stockholder Proposals” below.

Assuming that appropriate information is provided for candidates recommended by stockholders, the 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, 2025 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 communication 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., 10080 N Wolfe Road, Suite SW3-200, 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 substantive 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 the 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 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 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 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 pay 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 of 1933 (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:

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

Please see the description appearing under “Proposal 1,” above.

Narayan Prabhu, Chief Financial Officer

Mr. Prabhu joined the Company as Chief Financial Officer in December 2020, and also serves as our Treasurer and Secretary. Prior to this, from May 2019 to December 2020, Mr. Prabhu had 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 an 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 currently a “smaller reporting company”, we have opted to comply with the scaled down disclosure rules applicable to a “smaller reporting company”, as such term is defined in the rules promulgated under the Exchange Act, which require compensation disclosure for (i) our principal executive officer, (ii) our two most highly compensated executive officers, other than the principal executive officer, whose total compensation for 2025 exceeded $100,000 and who were serving as executive officers as of December 31, 2025, and (iii) if applicable, up to two additional individuals for whom disclosure would have been provided pursuant to the foregoing clause (ii) but for the fact that the individual was not serving as an executive officer as of December 31, 2025. We refer to these individuals as “named executive officers.” Our named executive officers for the year ended December 31, 2025 were:

2025 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, 2025 and 2024.

(1) Amounts reflect the grant date fair value of option awards granted in 2025 and 2024 in accordance with Accounting Standards Codification Topic 718. For information regarding assumptions and key inputs underlying the valuation of equity awards, see Note 5 to our Consolidated Financial Statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. These amounts do not correspond to the actual value that may be received by the named executive officers if the stock options are exercised.

(2) Laxminarayan Bhat has served as Chief Executive Officer and President since the formation of Old Reviva in May 2006.

(3) Narayan Prabhu began serving as our Chief Financial Officer on December 14, 2020.

Employment Agreements with Our Named Executive Officers

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”), as periodically reviewed by our Compensation Committee, and which pursuant to the Bhat Employment Agreement may not be decreased other than as part of an across-the-board salary reduction applying in the same manner to all executives. 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 of the Business Combination in North America, Europe or India or in any other markets in which Tenzing and Reviva are engaged. Dr. Bhat also agreed during such three (3) year restricted period to not solicit employees or customers of such entities. The Non-Competition Agreement also contains customary confidentiality and mutual non-disparagement provisions.

On February 8, 2023, our Compensation Committee (i) awarded Dr. Bhat a $160,000 bonus for 2022, representing 40% of his then-current base salary, (ii) set Dr. Bhat’s new base salary for 2023 at $450,000, effective as of January 1, 2023, and (iii) determined that Dr. Bhat is eligible to receive a 2023 bonus at a target level of 50% of his then-current base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee. On April 25, 2023, our Compensation Committee awarded Dr. Bhat an option to purchase 22,150 shares of our common stock at an exercise price of $134.80 per share, based on the closing price of our common stock on the grant date in accordance with the terms of our 2020 Equity Incentive Plan (the "2020 Plan"). The option was immediately vested as to 50% of the shares subject thereto on the grant date, and provides for vesting as to an additional 1.389% of the shares subject thereto on the last day of each month thereafter. On September 15, 2024, our Compensation Committee determined the amount of incentive bonus earned by Dr. Bhat for 2023 and awarded Dr. Bhat a bonus of $160,000, paid in the form of an immediately vested option to purchase 7,923 shares of our common stock at an exercise price of $24 per share, based on the closing price of our common stock on September 13, 2024, in accordance with the terms of the 2020 Plan.

On February 13, 2025, our Compensation Committee (i) approved an increase in Dr. Bhat’s base salary to $565,000, effective retroactively to January 1, 2025; (ii) approved a cash bonus payment to Dr. Bhat in respect of fiscal year 2024 in an amount of $157,500; (iii) determined that Dr. Bhat is eligible to earn a discretionary bonus for fiscal year 2025 at a target level of 50% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Dr. Bhat an option to purchase 25,950 shares of our common stock at an exercise price of $36 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan, with such option award immediately vested as to approximately 42% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in specified monthly installments over the period from March 2025 through December 2027.

On March 18, 2026, our Compensation Committee (i) approved continuation for 2026 of Dr. Bhat’s base salary at the same $565,000 rate as had been in effect for 2025; (ii) approved a cash bonus payment to Dr. Bhat in respect of fiscal year 2025 in an amount of $110,175; (iii) determined that Dr. Bhat is eligible to earn a discretionary bonus for fiscal year 2026 at a target level of 50% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Dr. Bhat an option to purchase 109,150 shares of our common stock at an exercise price of $1.87 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan, with such option award immediately vested as to approximately 31.25% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in equal monthly installments over the period from April 2026 through December 2028.

Narayan Prabhu. On December 14, 2020, an offer letter 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 Board and provides for an annual base salary of $275,000, subject to periodic review. 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 two thousand five hundred (2,500) shares of our common stock pursuant to our 2020 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 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.

On February 8, 2023, our Compensation Committee (i) awarded Mr. Prabhu a $137,500 bonus for 2022, representing 50% of his then-current base salary (and taking into account that no bonus was paid to Mr. Prabhu for 2021), (ii) set Mr. Prabhu’s new base salary for 2023 at $325,000, effective as of January 1, 2023, and (iii) determined that Mr. Prabhu is eligible to receive a 2023 bonus at a target level of 41% of his then-current base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee. On April 25, 2023, our Compensation Committee awarded Mr. Prabhu an option to purchase 8,500 shares of our common stock at an exercise price of $134.80 per share, based on the closing price of our common stock on the grant date in accordance with the terms of our 2020 Plan. The option was immediately vested as to 50% of the shares subject thereto on the grant date, and provides for vesting as to an additional 1.389% of the shares subject thereto on the last day of each month thereafter. On September 15, 2024, our Compensation Committee determined the amount of incentive bonus earned by Mr. Prabhu for 2023 and awarded Mr. Prabhu a bonus of $137,500, paid in the form of an immediately vested option to purchase 4,797 shares of our common stock at an exercise price of $24 per share, based on the closing price of our common stock on September 13, 2024, in accordance with the terms of the 2020 Plan.

On February 13, 2025, our Compensation Committee (i) approved an increase in Mr. Prabhu’s base salary to $330,000, effective retroactively to January 1, 2025; (ii) approved a cash bonus payment to Mr. Prabhu in respect of fiscal year 2024 in an amount of $79,950; (iii) determined that Mr. Prabhu is eligible to earn a discretionary bonus for fiscal year 2025 at a target level of 41% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Mr. Prabhu an option to purchase 9,713 shares of our common stock at an exercise price of $36 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan with such option award immediately vested as to approximately 42% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in specified monthly installments over the period from March 2025 through December 2027.

On March 18, 2026, our Compensation Committee (i) approved continuation for 2026 of Mr. Prabhu’s base salary at the same $330,000 rate as had been in effect for 2025; (ii) approved a cash bonus payment to Mr. Prabhu in respect of fiscal year 2025 in an amount of $42,620; (iii) determined that Mr. Prabhu is eligible to earn a discretionary bonus for fiscal year 2026 at a target level of 41% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Mr. Prabhu an option to purchase 40,925 shares of our common stock at an exercise price of $1.87 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan, with such option award immediately vested as to approximately 31.25% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in equal monthly installments over the period from April 2026 through December 2028.  

Outstanding Equity Awards at Fiscal Year-End - 2025

The following table summarizes, for each of the named executive officers, the number of shares of our common stock underlying outstanding stock options held as of December 31, 2025:

DIRECTOR COMPENSATION

Director Compensation

The following table sets forth information concerning the compensation paid to certain of our non-employee directors during 2025.

Non-Employee Director Compensation 

On the recommendation of our compensation committee, on June 15, 2021, our Board approved a non-employee director compensation policy (the “Non-Employee Director Compensation Policy”). On February 10, 2023, our compensation committee approved certain amendments to equity compensation provisions of the policy (the “February 2023 Amendments”), providing that going forward the equity compensation component of the policy shall consist of equity grants of fixed quantities of shares in lieu of grants determined by reference to a dollar value of shares, and setting the quantity of options for the one-time initial equity grant for new directors and the annual equity grant for continuing directors at 410 options. On March 18, 2026, our Board, upon the recommendation of our compensation committee, further amended the equity compensation component of the policy to provide that future grants under the policy shall consist of options to purchase 2,337 shares of common stock (the “March 2026 Amendments,” and together with the February 2023 Amendments, the “Amendments”). The Non-Employee Director Compensation Policy provides for the following compensation:

The Non-Employee Director Compensation Policy provides for the following cash compensation. The cash compensation component of the Non-Employee Director Compensation Policy was unchanged by the Amendments:

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 certain equity compensation under the 2020 Plan, or any other equity incentive plan the Company may adopt in the future, as described below. Prior to the adoption of the February 2023 Amendments, the equity compensation under the Non-Employee Director Compensation Policy consisted of, and was paid in accordance with, the following:

Since the adoption of the February 2023 Amendments, the equity compensation under the Non-Employee Director Compensation Policy consists of a fixed number of option shares, and is paid in accordance with, the following:

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, our 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 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.

EQUITY COMPENSATION PLAN INFORMATION

2020 Equity Incentive Plan

On December 14, 2020, the 2020 Plan became effective. The general purpose of the 2020 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 (the “2006 Plan”), effective as of August 2006. The 2006 Plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to Old 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 2006 Plan.

The 2006 Plan was amended to change its name to the Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan (the “Amended 2006 Plan”), and each outstanding option to acquire Old Reviva common stock (whether vested or unvested) under the Amended 2006 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, 2025.

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, 2025 as follows:

The Audit Committee of Reviva Pharmaceuticals Holdings, Inc.

Les Funtleyder, Chair

Purav Patel

Richard Margolin

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of the Company’s common stock as of September 30, 2026 (unless otherwise noted) by:

For purposes of the below table, 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 13,110,377 shares of common stock issued and outstanding as of September 30, 2026.

TRANSACTIONS WITH RELATED PERSONS

The following includes a summary of transactions since January 1, 2024, 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.”

Indian Subsidiary

Mr. Krishnamurthy Bhat, an Indian resident and the brother of Dr. Bhat, the Company’s Chief Executive Officer, 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 Company’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 Old Reviva pursuant to which Ms. Bhat agreed to a reduction in her base annual salary to $30,000 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, 1,769 shares of Old 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 2020 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. On February 8, 2023, our Compensation Committee (i) awarded Ms. Bhat a $83,100 bonus for 2022, representing 30% of her then-current base salary, (ii) set Ms. Bhat’s new base salary for 2023 at $310,000, effective as of January 1, 2023, and (iii) determined that Ms. Bhat is eligible to receive a 2023 bonus at a target level of 32% of her then-current base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee. On April 25, 2023, our Compensation Committee awarded Ms. Bhat an option to purchase 7,500 shares of our common stock at an exercise price of $134.80 per share, based on the closing price of our common stock on the grant date in accordance with the terms of our 2020 Plan. The option was immediately vested as to 50% of the shares subject thereto on the grant date, and provides for vesting as to an additional 1.389% of the shares subject thereto on the last day of each month thereafter.

On September 15, 2024, our Compensation Committee determined the amount of incentive bonus earned by Ms. Bhat for 2023 and awarded Ms. Bhat an option to purchase 3,892 shares of our common stock at an exercise price of $24 per share, based on the closing price of our common stock on September 13, 2024, in accordance with the terms of the 2020 Plan.

On February 13, 2025, our Compensation Committee (i) approved an increase in Ms. Bhat’s base salary to $340,000, effective retroactively to January 1, 2025; (ii) approved a cash bonus payment to Ms. Bhat in respect of fiscal year 2024 in an amount of $77,500; (iii) determined that Ms. Bhat is eligible to earn a discretionary bonus for fiscal year 2025 at a target level of 32% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Ms. Bhat an option to purchase 9,075 shares of our common stock at an exercise price of $36 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan, with such option award immediately vested as to approximately 42% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in specified monthly installments over the period from March 2025 through December 2027.

On March 18, 2026, our Compensation Committee (i) approved continuation for 2026 of Ms. Bhat’s base salary at the same $340,000 rate as had been in effect for 2025; (ii) approved a cash bonus payment to Ms. Bhat in respect of fiscal year 2025 in an amount of $58,820; (iii) determined that Ms. Bhat is eligible to earn a discretionary bonus for fiscal year 2026 at a target level of 32% of base salary, subject to the satisfaction of certain subjective and/or objective criteria established and approved by our Compensation Committee; and (iv) granted Ms. Bhat an option to purchase 40,925 shares of our common stock at an exercise price of $1.87 per share, based on the closing price of our common stock on the grant date in accordance with the terms of the 2020 Plan, with such option award immediately vested as to approximately 31.25% of the shares subject thereto on the grant date, and providing for vesting as to the remainder of the shares subject thereto in equal monthly installments over the period from April 2026 through December 2028.

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, 6,625 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.

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 BAKER TILLY US, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2026

The Audit Committee has appointed Baker Tilly as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2026, and will offer a resolution at the Annual Meeting for the Company’s stockholders to ratify the selection. Although stockholder ratification is not required, the designation of Baker Tilly is being submitted for ratification at the Annual Meeting because it is perceived to be a matter of good corporate governance practice to submit this issue for ratification by stockholders. Ultimately, the Audit Committee retains full discretion and will make all determinations with respect to the appointment of the Company’s independent registered public accounting firm.

Attendance at Annual Meeting

Representatives of Baker Tilly are expected to be present at the Annual Meeting and will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions from stockholders.

Background on Auditor Business Combination

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on June 6, 2025, on June 3, 2025, the Company was notified that Moss Adams LLP (“Moss Adams”) (the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2024, and which firm had served as the Company’s auditor since 2023), merged with Baker Tilly, effective June 3, 2025. The combined audit practices operate as Baker Tilly US, LLP. In connection with the notification of the merger, Moss Adams resigned as the auditors of the Company, effective June 3, 2025, and the Audit Committee appointed Baker Tilly, as the successor to Moss Adams, as the Company’s new independent registered public accounting firm, also effective June 3, 2025.

The audit reports of Moss Adams on the Company’s consolidated financial statements as of and for the years ended December 31, 2024 and 2023 did not contain an adverse opinion or a disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. Moss Adams’ audit reports on the consolidated financial statements for fiscal years 2024 and 2023 each contained an explanatory paragraph regarding a going concern uncertainty.

During the years ended December 31, 2024 and 2023, and the subsequent interim period through June 3, 2025, there were no (a) disagreements with Moss Adams on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to Moss Adams’ satisfaction, would have caused it to make reference to the subject matter of the disagreement in connection with its reports on the Company’s financial statements, or (b) reportable events requiring disclosure pursuant to Item 304(a)(1)(v) of Regulation S-K.

During the years ended December 31, 2024 and 2023, and the subsequent interim period through the date of Baker Tilly’s engagement, neither the Company, nor anyone on its behalf, consulted with Baker Tilly regarding: (i) either 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 Company’s financial statements, and Baker Tilly did not provide a written report or oral advice that Baker Tilly concluded was an important factor considered by the Company in reaching a decision as to the 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 to that item, or a “reportable event,” as described in Item 304(a)(1)(v) of Regulation S-K.

Principal Accountant Audit Fees and Services

The following table summarizes the fees for professional services provided by Baker Tilly, our principal accountant (inclusive of fees of Moss Adams, our principal accountant prior to its merger with Baker Tilly effective June 3, 2025 as described above), for audit services provided for, and other services provided in, the years ended December 31, 2025 and 2024. As described above in “Background on Auditor Business Combination”, effective June 3, 2025, Moss Adams merged with Baker Tilly, with the combined audit practices of the firms operating post-merger as Baker Tilly US, LLP:

Auditor Independence

In our fiscal year ended December 31, 2025, there were no other professional services provided by the Company’s principal accountant that would have required our Audit Committee to consider their compatibility with maintaining the independence of our principal accountant.

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 Baker Tilly (and to Moss Adams, prior to the auditor merger described above) for our fiscal years ended December 31, 2025 and December 31, 2024 were pre-approved by our Audit Committee.

Required Vote and Recommendation

In accordance with our bylaws and Delaware law, approval and adoption of this Proposal 2 requires the affirmative vote of a majority of the votes properly cast at the Annual Meeting. As a result, abstentions, if any, will have no effect on the outcome of this Proposal 2.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF BAKER TILLY US, LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.

PROPOSAL 3:

ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Board has approved the compensation of our named executive officers as described in this proxy statement under “Executive Compensation” pursuant to Item 402 of Regulation S-K. The Board and the Compensation Committee believe that the Company’s compensation policies and practices are effective in achieving our goals of motivating our executive officers to further the Company’s long-term strategic plans, enhancing long-term stockholder value and attracting and retaining the highest quality executive and key employee talent available.

In accordance with applicable federal securities laws including Section 14A of the Exchange Act, we are asking stockholders to vote, on an advisory basis, on the approval of the compensation of our named executive officers as disclosed in this proxy statement. This vote, commonly known as a “say-on-pay” proposal, gives you the opportunity to express your views on our executive compensation. At our 2024 Annual Meeting of Stockholders, we conducted a non-binding stockholder vote on the frequency of future say-on-pay votes. We recommended that such votes be conducted annually and our stockholders approved that recommendation.  The Board has decided, consistent with the vote of our stockholders at our 2024 Annual Meeting of Stockholders, to hold this non-binding say-on-pay vote on an annual basis.  As such, we are presenting this non-binding Say-on-Pay Proposal at the Annual Meeting, and intend to again present a non-binding say-on-pay vote at our 2027 Annual Meeting of Stockholders.

Because your vote is advisory, it will not be binding upon the Compensation Committee or the Board. However, the Board and the Compensation Committee will review and consider the results of this vote when making future executive compensation decisions.

The Say-on-Pay Proposal is as follows: The Board believes that the compensation of our named executive officers is appropriate, and recommends a vote “FOR” the following advisory resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the 2026 Annual Meeting, including the various compensation tables and the related narrative disclosures, is hereby approved.”

Required Vote and Recommendation

In accordance with our bylaws and Delaware law, approval and adoption of this Say-on-Pay Proposal requires the affirmative vote of a majority of the votes properly cast at the Annual Meeting. As a result, abstentions and “broker non-votes”, if any, will have no effect on the outcome of this Say-on-Pay Proposal.

THE BOARD OF DIRECTORS RECOMMENDS YOU VOTE FOR THE APPROVAL, ON AN ADVISORY BASIS, OF THE EXECUTIVE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 4:

ADOPTION AND APPROVAL OF AN AMENDMENT TO OUR CERTIFICATE OF INCORPORATION TO EFFECT A REVERSE STOCK SPLIT OF OUR ISSUED SHARES OF COMMON STOCK, AT A SPECIFIC RATIO, RANGING FROM ONE-FOR-TWO (1:2) TO ONE-FOR-ONE HUNDRED (1:100), AT ANY TIME PRIOR TO DECEMBER 31, 2027, SUBJECT TO THE BOARD’S DETERMINATION, IN ITS SOLE DISCRETION, WHETHER OR NOT TO IMPLEMENT THE REVERSE STOCK SPLIT AND, IF SO, AT WHAT SPECIFIC RATIO WITHIN THE FOREGOING RANGE, WITHOUT FURTHER APPROVAL OR AUTHORIZATION OF OUR STOCKHOLDERS

Overview

Our Board has determined that it is advisable and in the best interests of the Company and its stockholders for us to amend our Certificate of Incorporation, as amended, to effect a reverse stock split (the “Reverse Split Charter Amendment”) of our issued shares of common stock at a specific ratio, ranging from one-for-two (1:2) to one-for-one hundred (1:100) (the “Approved Split Ratios”), at any time prior to December 31, 2027, subject to the Board’s determination, in its sole discretion, whether or not to implement the reverse stock split and, if so, at what specific ratio within the foregoing range, without further approval or authorization of our stockholders (the “Reverse Split”). A vote for this Reverse Stock Split Proposal will constitute adoption and approval of the Reverse Split Charter Amendment and the Reverse Split that, once effected by filing the Reverse Split Charter Amendment with the Secretary of State of the State of Delaware, will combine between two (2) and one hundred (100) shares of our issued and outstanding common stock into one share of our common stock. If implemented, the Reverse Split will have the effect of decreasing the number of shares of our common stock issued, but will have no effect on the number of shares of common stock we are authorized to issue.

Accordingly, stockholders are asked to adopt and approve the Reverse Split Charter Amendment set forth in Appendix A to effect the Reverse Split as set forth in the Reverse Split Charter Amendment, subject to the Board’s determination, in its sole discretion, whether or not to implement the Reverse Split and, if so, at what specific ratio within the range of the Approved Split Ratios, provided that if implemented, the Reverse Split must be effected on or prior to December 31, 2027. As set forth on Appendix A, by approving this Reverse Stock Split Proposal, the stockholders will be deemed to have adopted and approved an amendment to effect the Reverse Split at each of the Approved Split Ratios.

If adopted and approved by our stockholders, the Reverse Split (if implemented in the Board’s sole discretion) would be effected at an Approved Split Ratio approved by the Board prior to December 31, 2027, if at all. If the Reverse Split is implemented by the Board, the Reverse Split Charter Amendment setting forth the Approved Split Ratio approved by the Board will be filed with the Secretary of State of the State of Delaware and any amendment to effect the Reverse Split at the other Approved Split Ratios will be abandoned. The Board reserves the right to elect to abandon the Reverse Split Charter Amendment and the Reverse Split at any of the Approved Split Ratios if it determines, in its sole discretion, that the Reverse Split is no longer in the best interests of the Company and its stockholders.

Purpose and Rationale for the Reverse Split

As previously disclosed, The Nasdaq Stock Market (“Nasdaq”), having determined to delist our common stock from Nasdaq due to our failure to comply with the requirement under Nasdaq Listing Rule 5550(a)(2) to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market (the “Continued Listing Minimum Bid Price Requirement”), suspended our common stock from trading on Nasdaq as of the open of trading on May 14, 2026, and Nasdaq filed a Form 25 on July 10, 2026 pursuant to Rule 12d2-2(b) to strike our common stock from listing on Nasdaq and/or withdraw registration on Nasdaq. Since May 14, 2026, our common stock has been quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. under the symbol “RVPH”.

We intend to seek an uplisting of our common stock to trade on Nasdaq or another national securities exchange (a “National Exchange”), which will require us to achieve compliance with Nasdaq’s minimum bid price requirement for inclusion on Nasdaq under Nasdaq Listing Rule 5505(a)(1) (“Initial Listing Minimum Bid Price Requirement” and together with the Continued Listing Minimum Bid Price Requirement, the “Minimum Bid Price Requirements”), or the comparable requirements of any other National Exchange on which we may seek to uplist. The purpose for seeking approval to effect the Reverse Split is to increase the market price of our common stock to meet the Initial Listing Minimum Bid Price Requirement of Nasdaq or the comparable requirements of any other National Exchange on which we may seek to uplist.

Even if we do meet the Initial Listing Minimum Bid Price Requirement (or comparable requirements of National Exchange(s) other than Nasdaq) by virtue of the Reverse Split, we may be unable to successfully satisfy the initial listing criteria or, if we are successful, to continue to meet the ongoing listing requirements for The Nasdaq Capital Market or any other National Exchange on which we seek to uplist. In particular, we may face heightened scrutiny from Nasdaq or such other National Exchange as a result of our history of being unable to meet Nasdaq’s initial or continued listing requirements, which could delay an uplisting to The Nasdaq Stock Market or prevent us from achieving an uplisting to a National Exchange. In addition, the Board may decide it is not in our stockholders’ best interests to uplist our common stock to The Nasdaq Capital Market or any National Exchange.

Further, we cannot assure you that, following any Reverse Split, we will be able to meet or maintain the Initial Listing Minimum Bid Price Requirement or the Continued Listing Minimum Bid Price Requirement or the initial or continued listing requirements of any National Exchange. We also cannot assure you that an active and liquid public market for our common stock will exist. Further, notwithstanding the Minimum Bid Price Requirements, in the event Nasdaq grants us the right to regain the listing of our securities on Nasdaq (or if we are granted listing on any other National Exchange), trading of our common stock may be halted or discontinued again if we are unable to maintain other Nasdaq listing requirements (or those of such other applicable National Exchange) or for various other reasons.

The Board intends to effect a Reverse Split in connection with the Reverse Stock Split Proposal only if it believes that a decrease in the number of shares of common stock issued is likely to improve the trading price for the common stock, and if needed in order to meet the Initial Listing Minimum Bid Price Requirement (or applicable comparable National Exchange requirement) or, once we regain listing on Nasdaq (or obtain listing on another National Exchange), to maintain compliance with the Nasdaq or applicable National Exchange rules and only if the implementation of a Reverse Split is determined by the Board to be in the best interests of our Company and our stockholders. There can be no assurance that any Reverse Split, if and when implemented, will achieve any of the desired results. There also can be no assurance that the Company will be successful in maintaining compliance with Nasdaq or applicable National Exchange requirements or that the price per share of the common stock immediately after any such Reverse Split, if implemented, will increase proportionately with any Reverse Split, or that any increase will be sustained for any period of time.

Certain Risk Factors Associated with the Reverse Split

A Reverse Split may negatively impact the market for our common stock, including potentially negatively impacting the market price of our common stock. There can be no assurances that implementation of the proposed Reverse Split would enable us to meet the initial or continued listing minimum bid requirements of Nasdaq or any other National Exchange for any particular period of time or at all, or that we will be able to satisfy the other initial and continued criteria needed to attain and maintain a listing on Nasdaq or another National Exchange.

Factors such as our financial results, market conditions and the market perception of our business may adversely affect the market price of our common stock. As a result, there can be no assurance that the total market capitalization of our common stock after implementation of the proposed Reverse Split will be equal to or greater than the total market capitalization before implementation of the proposed Reverse Split or that the per share market price of our common stock will increase in proportion to the reduction in the number of issued and outstanding common stock before implementation of the proposed Reverse Split. A decline in the market price of our common stock after implementation of the Reverse Split may result in a greater percentage decline than would occur in the absence of a Reverse Split, and the liquidity of our common stock could be adversely affected following implementation of a Reverse Split.

The effect of the Reverse Split upon the market price of our common stock cannot be predicted with any certainty, and the history of similar stock splits for companies in like circumstances is varied. It is possible that (i) the per share price of our common stock after the Reverse Split will not rise in proportion to the reduction in the number of shares of our common stock outstanding resulting from the Reverse Split, (ii) the market price per post-Reverse Split share may not exceed or remain in excess of the Initial Listing Minimum Bid Price Requirement needed to uplist on Nasdaq or any other National Exchange on which we seek to uplist, or the Continued Listing Minimum Bid Price Requirement needed to maintain compliance with continued listing requirements of such exchange, for a sustained period of time, or (iii) the Reverse Split may not result in a per share price that would attract brokers and investors who do not trade in lower priced stocks. Even if the Reverse Split is implemented, the market price of our common stock may decrease due to factors unrelated to the Reverse Split. In any case, the market price of our common stock will be based on other factors which may be unrelated to the number of shares outstanding, including our future performance. If the Reverse Split is consummated and the trading price of our common stock declines, the percentage decline as an absolute number and as a percentage of our overall market capitalization may be greater than would occur in the absence of the Reverse Split. 

Furthermore, there can be no assurances that the Reverse Split will enable us to meet the initial listing requirements of Nasdaq or any other National Exchange on which we seek to uplist.  Even if we do meet the Initial Listing Minimum Bid Price Requirement (or comparable requirements of National Exchange(s) other than Nasdaq) by virtue of the Reverse Split, we may be unable to successfully satisfy the initial listing criteria or, if we are successful, to continue to meet the ongoing listing requirements for The Nasdaq Capital Market or any other National Exchange on which we seek to uplist.

Determination of the Ratio for the Reverse Split

If the Reverse Stock Split Proposal is approved by stockholders and the Board determines that it is in the best interests of the Company and its stockholders to move forward with the Reverse Split, the Approved Split Ratio will be selected by the Board, in its sole discretion. However, the Approved Split Ratio will not be less than a ratio of one-for-two (1:2) or exceed a ratio of one-for-one hundred (1:100). In determining which Approved Split Ratio to use, the Board will consider numerous factors, including considerations associated with the intended uplisting of our common stock to trade on Nasdaq or another National Exchange, Nasdaq’s or other National Exchange’s initial and continued listing requirements, the historical and projected performance of our common stock, prevailing market conditions and general economic trends, and will place emphasis on the expected closing price of our common stock in the period following the effectiveness of the Reverse Split. The Board will also consider the impact of the Approved Split Ratios on investor interest. The purpose of selecting a range is to give the Board the flexibility to meet business needs as they arise, to take advantage of favorable opportunities and to respond to a changing corporate environment. Based on the number of shares of common stock issued and outstanding as of September 30, 2026, after completion of the Reverse Split, we will have between 131,104 and 6,555,189 shares of common stock issued and outstanding, depending on the Approved Split Ratio selected by the Board.

Principal Effects of the Reverse Split

After the effective date of the proposed Reverse Split, each stockholder will own a reduced number of shares of common stock. Except for adjustments that may result from the treatment of fractional shares as described below, the proposed Reverse Split will affect all stockholders uniformly. The proportionate voting rights and other rights and preferences of the holders of our common stock will not be affected by the proposed Reverse Split except for adjustments that may result from the treatment of fractional shares as described below. For example, a holder of 2% of the voting power of the outstanding shares of our common stock immediately prior to the Reverse Split would continue to hold 2% of the voting power of the outstanding shares of our common stock immediately after the Reverse Split. The number of stockholders of record also will not be affected by the proposed Reverse Split.

Our Board does not intend for the proposed Reverse Split to be the first step in a series of plans or proposals to effect a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

In addition, because the number of authorized shares of our common stock will not be reduced, the proposed Reverse Split will result in an effective increase in the authorized number of shares of our common stock. The effect of the relative increase in the amount of authorized and unissued shares of our common stock would allow us to issue additional shares of common stock in connection with future financings, employee and director benefit programs and other desirable corporate activities, without requiring our stockholders to approve an increase in the authorized number of shares of common stock each time such an action is contemplated.

The following table contains projections of the approximate number of issued and outstanding shares of common stock (based our capitalization data as of September 30, 2026), and the estimated per share trading price (based on our closing price as of October 26, 2026), following an assumed 1:2, 1:50 and 1:100 Reverse Split, without giving effect to any adjustments for fractional shares of common stock or the issuance of any derivative securities:

After Each Reverse Split Ratio

(1) The Reverse Split will not have any impact in the number of shares of common stock we are authorized to issue under our Certificate of Incorporation.

(2) Includes as of September 30, 2026: (i) 98,439 shares of our common stock issuable upon exercise of pre-funded warrants, with a weighted-average exercise price of $0.0020 per share, (ii) 501,094 shares of our common stock issuable upon exercise of options, with a weighted-average exercise price of $21.97 per share, (iii) 16,955,524 shares of our common stock issuable upon exercise of common warrants, with a weighted-average exercise price of $5.90 per share, and (iv) 582,043 shares of our common stock reserved for future grants under the 2020 Plan.

(3) The price per share indicated reflects solely the application of the applicable Reverse Split ratio to the closing price of the common stock on October 26, 2026.

After the effective date of the Reverse Split, our common stock would have a new committee on uniform securities identification procedures (CUSIP) number, a number used to identify our common stock.

Our common stock is currently registered under Section 12(g) and/or 15(d) of the Exchange Act, and we are subject to the periodic reporting and other requirements of the Exchange Act. The proposed Reverse Split will not affect the registration of our common stock under the Exchange Act. Immediately upon the effectiveness of the Reverse Split, our common stock would continue to be quoted on the OTCQB Venture Market operated by OTC Markets Group Inc. under the symbol “RVPH”. We intend to seek an uplisting of our common stock to trade on Nasdaq or another National Exchange as described above, but can provide no assurances that our common stock will be approved for listing on Nasdaq or any other National Exchange on any specific timeframe or at all.

Effect on Outstanding Derivative Securities

The Reverse Split will require that proportionate adjustments be made to the per share exercise price and the number of shares issuable upon the exercise of the following outstanding derivative securities issued or reserved for future issuance by us, in accordance with the Approved Split Ratio (all figures are as of September 30, 2026 and are on a pre-Reverse Split basis), including:

The adjustments to the above securities, as required by the Reverse Split and in accordance with the Approved Split Ratio, would result in approximately the same aggregate price being required to be paid under such securities upon exercise, and approximately the same value of shares of common stock being delivered upon such exercise or conversion, immediately following the Reverse Split as was the case immediately preceding the Reverse Split.

Effect on our Equity Incentive Plan

As of September 30, 2026, we had 501,094 shares of common stock reserved for issuance pursuant to the exercise of outstanding options issued under our 2020 Plan and 582,043 shares of common stock reserved for future grants under our 2020 Plan. Pursuant to the terms of the 2020 Plan, the Board, or a designated committee thereof, as applicable, will, in the manner and to the extent that it deems appropriate and equitable to 2020 Plan participants and consistent with the terms of the 2020 Plan, cause an adjustment to be made in (i) the maximum numbers and kind of shares provided for future grant under the 2020 Plan, as well as 2020 Plan terms providing for individual participant limitations, (ii) the numbers and kind of shares of common stock, units, or other rights subject to then outstanding awards, (iii) the price for each share or unit or other right subject to then outstanding awards, (iv) the performance measures or goals relating to the vesting of an award, and (v) any other terms of an award that are affected by the event to prevent dilution or enlargement of a participant’s rights under an award.

Effective Date

The proposed Reverse Split would become effective on the date of filing of the Reverse Split Charter Amendment with the office of the Secretary of State of the State of Delaware unless another effective date is set forth in the Reverse Split Charter Amendment. On the effective date, shares of common stock issued immediately prior thereto will be combined and reclassified, automatically and without any action on the part of our stockholders, into new shares of common stock in accordance with the Approved Split Ratio set forth in this Reverse Stock Split Proposal. If the proposed Reverse Split Charter Amendment is not adopted and approved by our stockholders, the Reverse Split will not occur.

Treatment of Fractional Shares

No fractional shares of common stock will be issued as a result of the Reverse Split. Instead, record holders of our common stock who otherwise would be entitled to receive a fractional share because they hold a number of shares not evenly divisible by the Approved Split Ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In any event, cash will not be paid for fractional shares.

Record and Beneficial Stockholders

If the Reverse Split Charter Amendment is adopted and approved and the Reverse Split is authorized by our stockholders and our Board elects to implement the Reverse Split, stockholders of record holding some or all of their shares of common stock electronically in book-entry form under the direct registration system for securities will receive a transaction statement at their address of record indicating the number of shares of common stock they hold after the Reverse Split. Non-registered stockholders holding common stock through a bank, broker or other nominee should note that such banks, brokers or other nominees may have different procedures for processing the consolidation than those that would be put in place by us for registered stockholders. If you hold your shares with such a bank, broker or other nominee and if you have questions in this regard, you are encouraged to contact your nominee.

If the Reverse Split Charter Amendment is adopted and approved and the Reverse Split is authorized by the stockholders and our Board elects to implement the Reverse Split, stockholders of record holding some or all of their shares in certificated form can surrender certificates representing pre-Reverse Split shares to our transfer agent, Continental Stock Transfer and Trust Company, in exchange for a certificate representing post-Reverse Split shares. Each certificate representing shares before the Reverse Split would continue to be valid and would represent the adjusted number of whole shares based on the Approved Split Ratio selected by the Board. No new post-Reverse Split share certificates will be issued to a stockholder until such stockholder has surrendered such stockholder’s outstanding certificate(s).

STOCKHOLDERS SHOULD NOT DESTROY ANY PRE-SPLIT STOCK CERTIFICATE AND SHOULD NOT SUBMIT ANY CERTIFICATES UNTIL THEY ARE REQUESTED TO DO SO.

Accounting Consequences

The par value per share of common stock would remain unchanged at $0.0001 per share after the Reverse Split. As a result, on the effective date of the Reverse Split, the stated capital on our balance sheet attributable to the common stock will be reduced proportionally, based on the Approved Split Ratio selected by the Board, from its present amount, and the additional paid-in capital account shall be credited with the amount by which the stated capital is reduced. The per share common stock net income or loss and net book value will be increased because there will be fewer shares of common stock outstanding. The shares of common stock held in treasury, if any, will also be reduced proportionately based on the Approved Split Ratio selected by the Board. Retroactive restatement will be given to all share numbers in our financial statements, and accordingly all amounts including per share amounts will be shown on a post-split basis. We do not anticipate that any other accounting consequences would arise as a result of the Reverse Split.

No Appraisal Rights

Our stockholders are not entitled to dissenters’ or appraisal rights under the DGCL with respect to this Reverse Stock Split Proposal and we will not independently provide our stockholders with any such right if the Reverse Split is implemented.

Material Federal U.S. Income Tax Consequences of the Reverse Split

The following is a summary of material U.S. federal income tax consequences of a Reverse Split to our U.S. Holders (as defined below). The summary is based on the Internal Revenue Code of 1986, as amended (the “Code”), applicable Treasury Regulations promulgated thereunder, judicial authority and current administrative rulings and practices as in effect on the date of this proxy statement. Changes to the laws could alter the tax consequences described below, possibly with retroactive effect. We have not sought and will not seek an opinion of counsel or a ruling from the Internal Revenue Service regarding the federal income tax consequences of a Reverse Split. This discussion only addresses U.S. Holders who hold common stock as capital assets. It does not purport to be complete and does not address U.S. Holders subject to special tax treatment under the Code, including, without limitation, financial institutions, tax-exempt organizations, insurance companies, dealers in securities, foreign stockholders, stockholders who hold their pre-reverse stock split shares as part of a straddle, hedge or conversion transaction, and stockholders who acquired their pre-reverse stock split shares pursuant to the exercise of employee stock options or otherwise as compensation. If a partnership (or other entity treated as a partnership for U.S. federal income tax purposes) is the beneficial owner of our common stock, the U.S. federal income tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. Accordingly, partnerships (and other entities treated as partnerships for U.S. federal income tax purposes) holding our common stock and the partners in such entities should consult their own tax advisors regarding the U.S. federal income tax consequences of the proposed Reverse Split to them. In addition, the following discussion does not address the tax consequences of the Reverse Split under state, local and foreign tax laws. Furthermore, the following discussion does not address any tax consequences of transactions effectuated before, after or at the same time as the Reverse Split, whether or not they are in connection with the Reverse Split.

For purposes of the discussion below, a “U.S. Holder” is a beneficial owner of shares of the Company’s common stock that for U.S. federal income tax purposes is: (i) an individual citizen or resident of the United States; (ii) a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created or organized in or under the laws of the United States, any state therein or the District of Columbia; (iii) an estate, the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust with respect to which a U.S. court is able to exercise primary supervision over its administration and one or more U.S. persons have the authority to control all of its substantial decisions of the trust, or that has a valid election in effect to be treated as a U.S. person under applicable U.S. Treasury Regulations.

The Reverse Split is expected to constitute a “recapitalization” for U.S. federal income tax purposes pursuant to Section 368(a)(1)(E) of the Code. A U.S. Holder generally will not recognize gain or loss on the deemed exchange of shares pursuant to the Reverse Split, except potentially with respect to any additional fractions of a share of our common stock received as a result of the rounding up of any fractional shares that otherwise would be issued, as discussed below. Subject to the following discussion regarding a U.S. Holder’s receipt of a whole share of the Company’s common stock in lieu of a fractional share, a U.S. Holder’s aggregate tax basis in the shares of common stock received in the Reverse Split will equal the U.S. Holder’s basis in its old shares of common stock and such U.S. Holder’s holding period in the shares received will include the holding period in its old shares exchanged. The Treasury Regulations provide detailed rules for allocating the tax basis and holding period of shares of common stock surrendered in a recapitalization to shares received in the recapitalization. U.S. Holders of our common stock acquired on different dates and at different prices should consult their tax advisors regarding the allocation of the tax basis and holding period of such shares.

As described above under “Treatment of Fractional Shares,” no fractional shares of the Company’s common stock will be issued as a result of the Reverse Split. Instead, record holders of our common stock who otherwise would be entitled to receive a fractional share because they hold a number of shares not evenly divisible by the Approved Split Ratio will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. A U.S. Holder who receives one whole share of the Company’s common stock in lieu of a fractional share may recognize income or gain in an amount not to exceed the excess of the fair market value of such share over the fair market value of the fractional share to which such U.S. Holder was otherwise entitled. The Company is not making any representation as to whether the receipt of one whole share in lieu of a fractional share will result in income or gain to any stockholder, and stockholders are urged to consult their own tax advisors as to the possible tax consequences of receiving a whole share in lieu of a fractional share in the Reverse Split.

We will not recognize any gain or loss as a result of the proposed Reverse Split.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL U.S. INCOME TAX CONSEQUENCES OF THE REVERSE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Required Vote and Recommendation

In accordance with our bylaws and Delaware law, approval and adoption of this Reverse Stock Split Proposal requires the affirmative vote of a majority of the outstanding shares of common stock that are entitled to vote on the Reverse Stock Split Proposal . As a result, abstentions, if any, will have the effect of a vote “Against” the Reverse Stock Split Proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE REVERSE STOCK SPLIT PROPOSAL.

PROPOSAL 5:

THE ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THE NUMBER OF SHARES OF COMMON STOCK PRESENT OR REPRESENTED BY PROXY AT THE ANNUAL MEETING AND VOTING “FOR” ANY OF THE FOREGOING PROPOSALS PRESENTED ARE INSUFFICIENT TO APPROVE ANY OF SAID PROPOSALS

Adjournment of the Annual Meeting

If the number of shares of common stock present or represented by proxy at the Annual Meeting and voting “FOR” any of the foregoing proposals presented are insufficient to approve any of said proposals, we may move to adjourn the Annual Meeting in order to enable the Board to solicit additional proxies in favor of the approval of any of such proposals. In that event, we may ask stockholders to vote upon the Adjournment Proposal and not on the other proposals discussed in this proxy statement. If the adjournment is for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting.

Required Vote and Recommendation

In accordance with our bylaws and Delaware law, approval and adoption of this Adjournment Proposal requires the affirmative vote of a majority of the votes properly cast at the Annual Meeting; provided, that in the absence of a quorum, the affirmative vote of the holders of a majority of the shares present or represented by proxy at the Annual Meeting is required to approve the Adjournment Proposal. As a result, abstentions, if any, will have no effect on the outcome of the Adjournment Proposal (assuming the presence of a quorum), or, in the absence of a quorum, will have the same effect as a vote against the Adjournment Proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

STOCKHOLDER PROPOSALS

Stockholder Proposals for 2027 Annual Meeting

To the extent Rule 14a-8 under the Exchange Act is still in effect with respect to our 2027 Annual Meeting of Stockholders, any stockholder proposals submitted for inclusion in our proxy statement and form of proxy for our 2027 Annual Meeting of Stockholders in reliance on Rule 14a-8 under the Exchange Act must be received by us no later than July , 2027 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., 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014, Attn.: Secretary. To the extent the SEC rescinds Rule 14a-8 under the Exchange Act and such Rule is not in effect with respect to our 2027 Annual Meeting of Stockholders, this paragraph shall not be applicable.

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 2027 Annual Meeting of Stockholders, a stockholder’s notice shall be timely received by us at our principal executive office no later than September 20, 2027 and no earlier than August 20, 2027; provided, however, that in the event the 2027 Annual Meeting of Stockholders is scheduled to be held more than thirty (30) days before the anniversary date of the Annual Meeting (the “Anniversary Date”) or more than sixty (60) days after the Anniversary Date, or if no annual meeting was held in the preceding year, 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., 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014, Attn.: Secretary.

Further, if you intend to nominate a director and solicit proxies in support of such director nominee(s) at our 2027 Annual Meeting of Stockholders, you must also provide the notice and additional information required by Rule 14a-19 to: Reviva Pharmaceuticals Holdings, Inc., 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014, Attn.: Secretary, no later than October 19, 2027. This deadline under Rule 14a-19 does not supersede any of the timing requirements for advance notice under our bylaws. The supplemental notice and information required under Rule 14a-19 is in addition to the applicable advance notice requirements under our bylaws, as described in this section, and it shall not extend any such deadline set forth under our bylaws.

ANNUAL REPORT

A copy of our Annual Report on Form 10-K (including our audited financial statements) filed with the SEC is being made available to our stockholders along with this proxy statement. Upon written request to the Company, the exhibits set forth on the exhibit index of our Annual Report on Form 10-K may be made available at reasonable charge (which will be limited to our reasonable expenses in furnishing such exhibits). Additional copies of our Annual Report on Form 10-K (including our audited financial statements) may be obtained without charge by writing to Reviva Pharmaceuticals Holdings, Inc., 10080 N Wolfe Road, Suite SW3-200, Cupertino, California 95014, Attn.: Secretary.

HOUSEHOLDING OF ANNUAL MEETING MATERIALS

Some banks, brokers and other nominee record holders may be participating in the practice of “householding” proxy materials. This means that only one copy of the Notice and other proxy materials may have been sent to multiple stockholders in the same household. We will promptly deliver a separate copy of the Notice and other proxy materials to any stockholder upon written or oral request to: Reviva Pharmaceuticals Holdings, Inc., 10080 N Wolfe Road, Suite SW3-200, 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 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.

November     , 2026

Cupertino, California

APPENDIX A

CERTIFICATE OF AMENDMENT
OF THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
REVIVA PHARMACEUTICALS HOLDINGS, INC.

Reviva Pharmaceuticals Holdings, Inc. (the “Corporation”), a corporation duly organized and validly existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”);

DOES HEREBY CERTIFY AS FOLLOWS:

FIRST: That the Amended and Restated Certificate of Incorporation of the Corporation, as amended (as heretofore amended, the “Amended and Restated Certificate of Incorporation”), is hereby amended as follows:

Article IV of the Amended and Restated Certificate of Incorporation be and hereby is amended by adding, immediately after Section B.4 of Article IV (such Section B.4 of Article IV having been previously added to the Amended and Restated Certificate of Incorporation by that certain Certificate of Amendment filed on March 4, 2026), the following (which shall be a new Section B.5 of Article IV):

“5.         Reverse Stock Split. Upon the effectiveness (“Effective Time”) of this amendment to the Certificate of Incorporation, a one-for-[●]¹ reverse stock split (the “Reverse Split”) of the Common Stock shall become effective, pursuant to which each [●] shares of Common Stock outstanding and held of record by each stockholder of the Corporation or held in treasury by the Corporation immediately prior to the Effective Time (“Old Common Stock”) shall automatically, and without any action by the holder thereof, be reclassified and combined into one (1) validly issued, fully paid and non-assessable share of Common Stock (“New Common Stock”), subject to the treatment of fractional interests as described below and with no corresponding reduction in the number of authorized shares of Common Stock. The Reverse Split shall also apply to any outstanding securities or rights convertible into, or exchangeable or exercisable for, Old Common Stock and all references to such Old Common Stock in agreements, arrangements, documents and plans relating thereto or any option or right to purchase or acquire shares of Old Common Stock shall be deemed to be references to the New Common Stock or options or rights to purchase or acquire shares of New Common Stock, as the case may be, after giving effect to the Reverse Split.

No fractional shares of Common Stock will be issued in connection with the Reverse Split. If, upon aggregating all of the Common Stock held by a holder of Common Stock immediately following the Reverse Split a holder of Common Stock would otherwise be entitled to a fractional share of Common Stock, the Corporation shall issue to such holder such fractions of a share of Common Stock as are necessary to round the number of shares of Common Stock held by such holder up to the nearest whole share.

Each holder of record of a certificate or certificates for one or more shares of the Old Common Stock shall be entitled to receive as soon as practicable, upon surrender of such certificate, a certificate or certificates representing the largest whole number of shares of New Common Stock to which such holder shall be entitled pursuant to the provisions of the immediately preceding paragraphs. Each stock certificate that, immediately prior to the Effective Time, represented shares of Old Common Stock that were issued and outstanding immediately prior to the Effective Time shall, from and after the Effective Time, automatically and without the necessity of presenting the same for exchange, represent that number of whole shares of New Common Stock after the Effective Time into which the shares formerly represented by such certificate have been reclassified, subject to adjustment for fractional shares as described above.”

SECOND: That the amendment set forth in this Certificate of Amendment was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the DGCL.

THIRD: That said amendment will have an Effective Time of [●], Eastern Time, on [●].

[Signature Page Follows]

¹ Shall be a whole number equal to or greater than two and equal to or lesser than one hundred, which number is referred to as the “Approved Split Ratio” (it being understood that any Approved Split Ratio within such range shall, together with the remaining provisions of this Certificate of Amendment not appearing in brackets, constitute a separate amendment being approved and adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware). The Board of Directors of the Corporation shall select the Approved Split Ratio prior to the filing of the Certificate of Amendment and any amendment not setting forth the Approved Split Ratio selected by the Board of Directors and included in the Certificate of Amendment filed with the Secretary of State shall be automatically abandoned upon the filing of such Certificate of Amendment.

IN WITNESS WHEREOF, the undersigned has duly executed this Certificate of Amendment on this _____ day of ______________, 202_.

 

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