Share-Based Payment Arrangement [Text Block] | 9. STOCKHOLDERS' EQUITY (DEFICIT) STOCK OPTION PLANS AND STOCK-BASED COMPENSATION Our authorized capital stock consists of: • 115,000,000 shares of common stock, par value $0.0001 per share; and • 10,000,000 shares of preferred stock, par value $0.0001 per share. As of December 31, 2022, there were 20,447,371 shares of our common stock outstanding, and no shares of preferred stock outstanding. Common Stock Voting. The holders of our common stock are entitled to one vote for each share held of record on all matters on which the holders are entitled to vote (or consent pursuant to written consent). Directors are elected by a plurality of the votes present in person or represented by proxy and entitled to vote. Dividends. The holders of common stock are entitled to receive, ratably, dividends only if, when and as declared by our board of directors out of funds legally available therefor and after provision is made for each class of capital stock having preference over the common stock. Liquidation Rights. In the event of the Company’s liquidation, dissolution or winding-up, the holders of common stock will be entitled to share, ratably, in all assets remaining available for distribution after payment of all liabilities and after provision is made for each class of capital stock having preference over the Common Stock. Conversion Right. The holders of common stock have no conversion rights. Preemptive and Similar Rights. The holders of common stock have no preemptive or similar rights. Redemption/Put Rights. There are no redemption or sinking fund provisions applicable to the Common Stock. All of the outstanding shares of common stock will be fully-paid and nonassessable. Preferred Stock Our board of directors has the authority to issue shares of preferred stock from time to time on terms it may determine, to divide shares of preferred stock into one or more series and to fix the designations, preferences, privileges, and restrictions of preferred stock, including dividend rights, conversion rights, voting rights, terms of redemption, liquidation preference, sinking fund terms, and the number of shares constituting any series or the designation of any series to the fullest extent permitted. Stock-Based Compensation Expense 2006 Equity Incentive Plan Reviva’s board of directors adopted, and Reviva’s stockholders approved, the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan, effective as of August 2006. The Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan provided for the grant of incentive stock options, or ISOs, within the meaning of Section 422 of the Code, to Reviva’s employees, and for the grant of nonstatutory stock options, or NSOs, and restricted stock awards to Reviva’s employees, officers, directors and consultants; provided such consultants render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. As of 2016, no new grants of awards are permitted under the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan. Upon the Business Combination, the Reviva Pharmaceuticals, Inc. 2006 Equity Incentive Plan was amended to change its name to the Reviva Pharmaceuticals Holdings, Inc. 2006 Equity Incentive Plan (the “2006 Equity Incentive Plan”), and each outstanding option to acquire Reviva common stock (whether vested or unvested) under the 2006 Equity Incentive Plan was assumed by the Company and automatically converted into an option to acquire shares of common stock, with its price and number of shares equitably adjusted based on the conversion of the shares of common stock of Reviva into shares of common stock of the Company pursuant to the Merger Agreement. Pursuant to such assumption and automatic conversion, as of the consummation of the Business Combination there are outstanding options under the 2006 Equity Incentive Plan exercisable for an aggregate of 65,471 shares of Company common stock, and no new grants of awards are permitted under the 2006 Equity Incentive Plan. 2020 Equity Incentive Plan On December 14, 2020, the Reviva Pharmaceuticals Holdings, Inc. 2020 Equity Incentive Plan (the “2020 Equity Incentive Plan”) became effective. The general purpose of the 2020 Equity Incentive Plan is to provide a means whereby employees, officers, directors, consultants, advisors or other individual service providers may develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to us, thereby advancing our interests and the interests of our stockholders. As of December 31, 2022, an aggregate of 2,600,063 shares of common stock may be issued under the 2020 Equity Incentive Plan, subject to equitable adjustment in the event of stock splits and other capital changes (the “Share Reserve”). The Share Reserve will automatically increase on January 1st of each year, for a period of not more than ten (10%) The Company records stock-based compensation expense in connection with the amortization of the fair value of stock options granted to employees, non-employee consultants and non-employee directors. During the years ended December 31, 2022, and 2021, the Company recorded stock-based compensation of $176,735 and $106,713 respectively. As of December 31, 2022, the Company had unrecognized stock-based compensation expense of $474,173, which is expected to be recognized over a weighted-average period of 2.9 years. As of December 31, 2021, the Company had unrecognized stock-based compensation expense of $281,397. Determining Fair Value Valuation and Recognition – The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. The Black-Scholes pricing model utilizes the following assumptions: Expected Term – Expected life of an option award is the average length of time over which the Company expects employees will exercise their options, which is based on historical experience with similar grants. Expected Volatility - Expected volatility is based on the Company’s historical stock volatility data over the expected term of the awards. Risk-Free Interest Rate - The Company bases the risk-free interest rate on the implied yield currently available on U.S. Treasury zero-coupon issues with an equivalent expected term. Dividend Yield – The Company has not paid a dividend and does not The value of option grants is calculated using the Black-Scholes option pricing model with the following assumptions for options granted during the year ended December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Risk-free interest rate 2.96% - 3.94% 0.95% - 1.31% Expected term (in years) 5.45 - 6.06 5.20 - 6.08 Expected volatility 86.6% - 88.5% 87.1% - 93.9% Expected dividend yield 0% 0% Activity under the stock plans for the years ended December 31, 2021 and 2022, is as follows: Shares Available for Grant Number of Options Outstanding Weighted Average Exercise price per share Weighted Average Remaining Contractual Term in Years Aggregate Intrinsic Value Balance, December 31, 2020 461,587 65,471 $ 16.86 2.13 $ — Authorized 923,174 — — Granted (127,427 ) 127,427 $ 4.14 Balance, December 31, 2021 1,257,334 192,898 $ 8.46 6.76 $ — Authorized (Evergreen Shares) 1,443,329 Granted (100,600 ) 100,600 $ 4.91 Expired (48,724 ) $ 11.89 Balance, December 31, 2022 2,600,063 244,774 $ 6.32 8.62 $ — Balance at December 31, 2022 244,774 $ 6.32 8.62 $ — Options exercisable at December 31, 2022 107,455 $ 8.22 7.60 $ — |