Revelation Biosciences Warrants Diluted 35-to-1; Exercise Price $40.25

TL;DR

**Revelation Biosciences just massively diluted its warrants, making them worth way less.**

AI Summary

On January 22, 2024, Revelation Biosciences, Inc. filed an 8-K to report material modifications to the rights of its security holders and amendments to its Articles of Incorporation. Specifically, the company's redeemable warrants, previously exercisable for one share of common stock, are now exercisable for one thirty-fifth (1/35th) of a share of common stock at an exercise price of $40.250 per share. This change significantly dilutes the value and potential returns for warrant holders, making their investment less attractive and potentially impacting the company's stock price negatively due to reduced investor confidence.

Why It Matters

This change drastically reduces the value of Revelation Biosciences' warrants, meaning warrant holders will receive far fewer shares upon exercise, which could lead to a sell-off and negatively impact the stock price.

Risk Assessment

Risk Level: high — The significant dilution of warrants represents a major negative change for security holders and could lead to a substantial decrease in investor confidence and stock value.

Analyst Insight

A smart investor would carefully re-evaluate their position in Revelation Biosciences, especially if holding warrants, given the significant dilution and potential negative impact on stock value and investor sentiment.

Key Numbers

• 1/35th — Fraction of Common Stock per Warrant (This is the new, significantly reduced amount of common stock each redeemable warrant is now exercisable for.)
• $40.250 — Exercise Price per Share (This is the price at which each 1/35th share of common stock can be purchased via warrant exercise.)

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — the registrant filing the 8-K
• January 22, 2024 (date) — date of the earliest event reported in the 8-K
• one thirty-fifth (number) — new fraction of common stock per warrant
• $40.250 (dollar_amount) — new exercise price per share for warrants

Forward-Looking Statements

• Revelation Biosciences' stock price will likely experience downward pressure. (REVELATION BIOSCIENCES, INC.) — high confidence, target: 2024-02-22
• Investor confidence in Revelation Biosciences will decrease. (REVELATION BIOSCIENCES, INC.) — high confidence, target: 2024-03-22

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share REVB The Nasdaq Stock Mar
• $402.50 — of common stock at an exercise price of $402.50 per share REVBW The Nasdaq Stock Ma

Filing Documents

• revb-20240122.htm (8-K) — 48KB
• revb-ex3_1.htm (EX-3.1) — 11KB
• 0000950170-24-006510.txt ( ) — 219KB
• revb-20240122.xsd (EX-101.SCH) — 50KB
• revb-20240122_htm.xml (XML) — 7KB

03. Material Modification of Rights to Security Holders

Item 3.03. Material Modification of Rights to Security Holders. To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. On January 17, 2024, Revelation Biosciences, Inc. (the “Company”), held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders voted and approved proposals to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-50 split, with the exact ratio to be determined by our board of directors in its sole discretion. On January 22, 2024, the Company filed a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on January 25, 2024 with a ratio of 1-for-30 (the “Reverse Split”). The Company’s common stock will begin trading on a post-split basis under the Company’s existing trading symbol, “REVB,” when the market opens on January 25, 2024. As a result of the Reverse Split, every thirty (30) shares of the Company’s issued and outstanding common stock will automatically convert into one share of common stock, without any change in the par value per share. A total of approximately 209,911 shares of common stock will be issued and outstanding immediately after the Reverse Split becomes effective on January 25, 2024. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments wi

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: January 23, 2024 By: /s/ Chester S. Zygmont, III Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer)

View Full Filing

View this 8-K filing on SEC EDGAR