Revelation Biosciences Enters Material Agreement, Reports Equity Sales

TL;DR

REVB signed a big deal and sold some stock on Aug 21st.

AI Summary

Revelation Biosciences, Inc. announced on August 21, 2024, that it entered into a material definitive agreement. The company also reported on unregistered sales of equity securities and material modifications to the rights of security holders. Specific details regarding the agreement and the equity sales were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate actions, including a new agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — Registrant
• August 21, 2024 (date) — Date of earliest event reported
• Petra Acquisition Inc. (company) — Former company name

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
• $1.50 — warrants at a reduced exercise price of $1.50 per share, in exchange for the Company'
• $3.8 m — s, as described below, is approximately $3.8 million, before deducting financial advis
• $0.125 — ng Warrants for cash and the payment of $0.125 per Inducement Warrant, the exercising
• $1.00 — arrant Shares") at an exercise price of $1.00 per share. The Inducement Warrants and
• $267,546 — to pay Roth a cash fee of approximately $267,546 for its services, in addition to reimbu

Filing Documents

• revb-20240821.htm (8-K) — 52KB
• revb-ex4_1.htm (EX-4.1) — 164KB
• revb-ex10_1.htm (EX-10.1) — 178KB
• 0000950170-24-100550.txt ( ) — 606KB
• revb-20240821.xsd (EX-101.SCH) — 48KB
• revb-20240821_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 21, 2024, Revelation Biosciences, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Holders") of its existing Class D Common Stock Warrants exercisable for an aggregate of 2,548,060 shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at a reduced exercise price of $1.50 per share, in exchange for the Company's agreement to issue new warrants (the "Inducement Warrants") as described below. The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the Inducement Warrants, as described below, is approximately $3.8 million, before deducting financial advisory fees. The reduction of the exercise price of the Existing Warrants and the issuance of the Inducement Warrants was structured as an at-market transaction under Nasdaq rules. The Company intends to use the net proceeds from the warrant exercises in connection with its clinical trials with respect to further the development of GEM-AKI, GEM-CKD and GEM-PSI, including (i) manufacturing a clinical batch of Gemini, (ii) conducting, a planned Phase 1b clinical study for GEM-AKI in CKD patients, (iii) necessary preclinical work for GEM-CKD, (iv) continue to develop other products and therapies, and (v) fund working capital and general corporate purposes using any remaining amounts. The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-1, as amended (File No. 333-276232), which was declared effective by the Securities and Exchange Commission (the "SEC") on January 31, 2024. In consideration for the immediate exercise of the Existing Warrants for cash and the payment of $0.125 per Inducement Warrant, the exercising holders received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) o

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrant Shares pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated herein by reference. The form of the Inducement Warrant is filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required, the information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

01 Other Events

Item 8.01 Other Events. Pursuant to section 3(b) of each of the Class C Common Stock Purchase Warrant and the Class D Common Stock Warrants, which are exercisable for 7,746 and 80,940 shares of common stock, respectively, the exercise price has been adjusted to $1.00 per share. Except as provided herein, the terms and conditions of the Warrants (including the number of shares of common stock for each warrant is exercisable) remain in full force and effect, including, without limitation, the mechanics of exercise thereof.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Form of Inducement Warrant 10.1 Form of Inducement Letter 104 Cover Page Interactive Data File (embedded with the Inline XBRL document)

SIGNATURES

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 thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: August 26, 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