Revelation Biosciences Files 2023 10-K Amendment

TL;DR

REVB filed its 2023 10-K amendment, updating financials and corporate actions. Check for any material changes.

AI Summary

Revelation Biosciences, Inc. filed an amendment to its 2023 10-K on September 23, 2024, detailing its financial performance and business operations for the fiscal year ending December 31, 2023. The company, formerly known as Petra Acquisition Inc., is involved in the pharmaceutical preparations industry and is based in San Diego, California. The filing includes information on various stock and warrant issuances throughout 2022 and 2023, such as Series A Preferred Stock and Class C Pre-Funded Warrants.

Why It Matters

This amended filing provides updated and potentially corrected information about Revelation Biosciences' financial health and corporate structure, which is crucial for investors and stakeholders to make informed decisions.

Risk Assessment

Risk Level: medium — As a pharmaceutical company with a history of stock and warrant activity, Revelation Biosciences likely faces inherent risks related to drug development, regulatory approvals, and market volatility.

Key Numbers

• 0.03 — FY (Represents a financial metric for the fiscal year, likely related to share price or value.)
• 0.03 — FY (Represents a financial metric for the fiscal year, likely related to share price or value.)
• 0.02 — FY (Represents a financial metric for the fiscal year, likely related to share price or value.)
• 0.03 — FY (Represents a financial metric for the fiscal year, likely related to share price or value.)

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — Filer
• Petra Acquisition Inc. (company) — Former Company Name
• 20231231 (date) — Conformed Period of Report
• 20240923 (date) — Filed as of Date
• 4660 LAJOLLA VILLAGE DRIVE (address) — Business Address
• SAN DIEGO (location) — Business City
• 20200423 (date) — Date of Name Change

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share REVB The Nasdaq Stock Mar
• $12,075.00 — of common stock at an exercise price of $12,075.00 per share REVBW The Nasdaq Stock Ma

Filing Documents

• revb-20231231.htm (10-K/A) — 1300KB
• revb-ex23_1.htm (EX-23.1) — 5KB
• revb-ex31_1.htm (EX-31.1) — 26KB
• revb-ex31_2.htm (EX-31.2) — 26KB
• revb-ex32_1.htm (EX-32.1) — 10KB
• revb-ex32_2.htm (EX-32.2) — 11KB
• 0000950170-24-108793.txt ( ) — 7148KB
• revb-20231231.xsd (EX-101.SCH) — 1415KB
• revb-20231231_htm.xml (XML) — 990KB

Financial Statements and Supplementary Data

Item 8. Financial Statements and Supplementary Data. The financial statements required by this item are set forth at the end of this Annual Report on Form 10-K/A beginning on page F-1 and are incorporated herein by reference.

Controls and Procedures

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K/A, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 2023, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term "disclosure controls and procedures," as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management's Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our

Exhibits, Financial Statement Schedules

Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report on Form 10-K/A: EXHIBIT DESCRIPTION 2.1 (3) Agreement and Plan of Merger, dated as of August 29, 2021 by and among Petra Acquisition, Inc., Petra Acquisition Merger Inc., and Revelation Biosciences, Inc. 3.1 (3) Third Amended and Restated Certificate of Incorporation 3.2 (14) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 3.3 (9) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 3.4 (3) Second Amended and Restated Bylaws 3.5 (8) Amendment to the Second Amended and Restated Bylaws 4.1 (3) Specimen Common Stock Certificate 4.2 (3) Specimen Warrant Certificate for Public Warrants 4.3 (2) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4 (5) Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 4.5 (5) Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 4.6 (6) Form of Class B Common Stock Warrant dated July 28, 2022 4.7 (6) Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.8 (6) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 4.9 (7) Form of Class C Common Stock Warrant dated February 13, 2023 4.11 (7) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.12 (11) Form of Class D Common Stock Warrant dated February 5, 2024 4.13 (11) Form of Class D Pre-Funded Warrant dated February 5, 2024 4.14 (11) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 4.15 (10)

Description of Securities

Description of Securities 10.1 (1) Form of Letter Agreement from each of the Registrant's sponsor, initial stockholder, officers and directors. 10.2 (2) Registration Rights Agreement, dated October 7, 2020, between the Company and Investors. 10.3 (2) Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC 10.4 (2) Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC 10.5 (2) Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company's Initial Stockholders. 10.6 (12) Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended 10.7 (3) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.8 (3) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.9 (3) Revelation Common Stock Warrant Issued to National Securities Corporation 10.10 (5) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.11 (5) Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.12 (6) Form of Securities Purchase Agreement dated July 28, 2022 10.13 (6) Form of Placement Agency Agreement dated July 28, 2022 10.14 (7) Form of Securities Purchase Agreement dated February 9, 2023 10.15 (7) Form of Placement Agency Agreement Dated February 9, 2023 10.16 (11) Form of Securities Purchase Agreement dated February 1, 2024 10.17 (11) Form of Placement Agency Agreement dated February 1, 2024 14.1 (13) Code of Ethics 21.1 (4) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public

SIGNATURES

SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K/A to be signed on its behalf by the undersigned, thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: September 23, 2024 By: /s/ James Rolke James Rolke Chief Executive Officer (principal executive officer) INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REVELATION BIOSCIENCES, INC. Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F- 2 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Changes in Stockholders' Equity (Deficit) F- 5 Consolidated Statements of Cash Flows F- 6 Consolidated Notes to the Financial Statements F- 7 – F- 27 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Revelation Biosciences, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Revelation Biosciences, Inc. (the Company) as of December 31, 2023, and 2022, the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated fin

—FINANCIAL INFORMATION

PART I—FINANCIAL INFORMATION Ite m 1. Consolidated Financial Statements REVELATION BIOSCIENCES, INC. Consolidated Balance Sheets December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 11,991,701 $ 5,252,979 Deferred offering costs 71,133 87,171 Prepaid expenses and other current assets 84,691 73,132 Total current assets 12,147,525 5,413,282 Property and equipment, net 65,084 90,133 Total assets $ 12,212,609 $ 5,503,415 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 1,359,898 $ 554,205 Accrued expenses 1,152,460 985,497 Deferred underwriting commissions 2,911,260 2,911,260 Warrant liability 141,276 — Total current liabilities 5,564,894 4,450,962 Total liabilities 5,564,894 4,450,962 Commitments and Contingencies (Note 4) Stockholders' equity: Series A Preferred Stock, $ 0.001 par value; zero and one shares authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively; liquidation preference of $ 0 and $ 5,000 at December 31, 2023 and December 31, 2022, respectively — — Common Stock, $ 0.001 par value; 500,000,000 shares authorized at December 31, 2023 and December 31, 2022 and 264,537 and 77,375 issued and outstanding at December 31, 2023 and December 31, 2022, respectively 265 77 Additional paid-in-capital 32,114,552 26,399,224 Accumulated deficit ( 25,467,102 ) ( 25,346,848 ) Total stockholders' equity 6,647,715 1,052,453 Total liabilities and stockholders' equity $ 12,212,609 $ 5,503,415 See accompanying notes to the consolidated financial statements. F- 3 REVELATION BIOSCIENCES, INC. Consolidated Statements of Operations Year Ended December 31, 2023 2022 Operating expenses: Research and development $ 4,145,902 $ 5,377,400 General and administrative 4,510,762 5,487,111 Total operating expenses

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