UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

~~September~~October 2614, 2025

Date of report (Date of earliest event reported)

REVIVA PHARMACEUTICALS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-38634	85-4306526
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

10080 N Wolfe Road, Suite SW3-200, Cupertino, CA		95014
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (408) 501-8881

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	RVPH	Nasdaq Capital Market
Warrants to purchase one share of Common Stock	RVPHW	Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~--12-31~~Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Item~~On 5October 14, 2025, Reviva Pharmaceuticals Holdings, Inc.03 (the “Company”) received a letter (the “MVLS Compliance Letter”) from the Listing Qualifications Department (the “Nasdaq Staff”) of The Nasdaq Stock Market (“Nasdaq”) formally notifying the Company that it has regained compliance with the minimum Market Value of Listed Securities (“MVLS”) requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(2) (the “MVLS Requirement”) and that the MVLS Requirement matter is now closed. ~~Amendments~~The MVLS Compliance Letter was pursuant to ~~Articles~~a ofprevious ~~Incorporation~~notice orreceived ~~Bylaws;~~on ~~Change~~August 8, 2025 from Nasdaq Staff indicating, as previously reported, that the Company was not then in ~~Fiscal~~compliance ~~Year~~with the MVLS Requirement because the Company had failed to maintain a minimum MVLS of $35 million over the previous 30 consecutive business days preceding such previous notice. Since then, Nasdaq Staff has determined that for the last 10 consecutive business days preceding the MVLS Compliance Letter, from September 30, 2025 to October 13, 2025, the Company’s MVLS has been $35 million or greater.

OnAs ~~September~~previously 26disclosed, ~~2025,~~pursuant to the ~~Board~~written ofnotice ~~Directors~~received offrom ~~Reviva~~Nasdaq ~~Pharmaceuticals~~on ~~Holdings~~May 13, ~~Inc.~~2025 (the “~~Company”)~~Minimum ~~approved~~Bid ~~and~~Price ~~adopted~~Notice”), ~~effective~~the asCompany ofis ~~that~~not ~~date,~~in ancompliance ~~amendment~~with (the ~~“Amendment”)~~ to$1.00 ~~the~~minimum ~~Company’s~~bid ~~Bylaws,~~price asrequirement ~~originally~~set ~~adopted~~forth ~~and~~in ~~effective~~Nasdaq asListing ofRule ~~December~~5550(a)(2) ~~11,~~for ~~2020~~continued listing on The Nasdaq Capital Market (the “~~Bylaws~~Minimum Bid Price Requirement”). The ~~Amendment~~Nasdaq ~~reduces~~Listing ~~the~~Rules ~~quorum~~require atlisted ~~all~~securities ~~meetings~~to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price of the Company’s ~~stockholders~~common stock for the ~~transaction~~last of30 consecutive business days preceding the Minimum Bid Price Notice, ~~except~~the asCompany ~~otherwise~~is ~~required~~not bycurrently ~~law~~in orcompliance bywith Minimum Bid Price Requirement. As previously reported, in accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company’s ~~Amended~~has ~~and~~been ~~Restated~~provided ~~Certificate~~an initial period of ~~Incorporation,~~180 ascalendar ~~amended~~days, or ~~Bylaws~~until November 10, 2025, to ~~one-third~~regain ~~(33⅓%)~~compliance ofwith the ~~voting~~Minimum ~~power~~Bid ofPrice Requirement. The Company intends to continue to actively monitor the ~~stock~~closing ~~outstanding~~bid price of its common stock and ~~entitled~~assess potential actions to ~~vote~~regain atcompliance with the ~~meeting,~~Minimum ~~present~~Bid inPrice ~~person,~~Requirement ~~present~~and bymay, ~~remote~~if ~~communication~~appropriate, ifconsider ~~applicable~~and effectuate available options, orincluding ~~represented~~implementation byof ~~proxy.~~a ~~The~~reverse ~~Bylaws~~stock ~~previously~~split ~~provided~~of ~~that~~the aCompany’s ~~majority~~common instock. ~~voting~~However, ~~power~~there ofcan be no assurance that the ~~shares~~Company ~~entitled~~will be able to ~~vote~~regain atcompliance with the ~~meeting,~~Minimum ~~present~~Bid inPrice ~~person~~Requirement, or ~~represented~~that bythe ~~proxy,~~Company ~~would~~will ~~constitute~~be aable ~~quorum~~to atmaintain ~~all~~compliance ~~meetings~~with ofthis ~~the~~requirement ~~Company’s~~or ~~stockholders~~with ~~for~~ the ~~transaction~~other ofNasdaq ~~business~~continued listing requirements.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
3.1		Amendment No. 1, as adopted and approved by the Board of Directors on September 26, 2025, to the Bylaws of Reviva Pharmaceuticals Holdings, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	REVIVA PHARMACEUTICALS HOLDINGS, INC.
Date: September 26, 2025	By:	/s/ Narayan Prabhu
Date: October 17, 2025	By:	/s/ Narayan Prabhu
		Narayan Prabhu
		Chief Financial Officer

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