Revelation Biosciences Files 8-K: Material Agreement & Equity Changes

TL;DR

REVB filed an 8-K detailing a new material agreement and equity changes.

AI Summary

Revelation Biosciences, Inc. announced on December 3, 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 modifications were not provided in this initial filing.

Why It Matters

This filing indicates significant corporate actions by Revelation Biosciences, potentially impacting its financial structure and shareholder rights.

Risk Assessment

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

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — Registrant
• December 03, 2024 (date) — Date of earliest event reported
• 001-39603 (other) — SEC File Number
• 84-3898466 (other) — IRS Number

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
• $1.00 — their warrants at an exercise price of $1.00 per share, in exchange for the Company'
• $4.1 m — s, as described below, is approximately $4.1 million, before deducting financial advis
• $325,123 — to pay Roth a cash fee of approximately $325,123 for its services, in addition to reimbu

Filing Documents

• revb-20241203.htm (8-K) — 58KB
• revb-ex4_1.htm (EX-4.1) — 174KB
• revb-ex4_2.htm (EX-4.2) — 204KB
• revb-ex10_1.htm (EX-10.1) — 124KB
• revb-ex99_1.htm (EX-99.1) — 20KB
• img220778470_0.jpg (GRAPHIC) — 18KB
• 0000950170-24-134064.txt ( ) — 845KB
• revb-20241203.xsd (EX-101.SCH) — 48KB
• revb-20241203_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 3, 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 E Common Stock Warrants exercisable for an aggregate of 4,064,040 shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at an exercise price of $1.00 per share, in exchange for the Company's agreement to issue new 4,064,040 Class F Common Stock Warrants and 6,096,060 Class G Common Stock Warrants for each Existing Warrant they exercised (the "Inducement Warrants") as described below. The aggregate gross proceeds from the exercise of the Existing Warrants, as described below, is approximately $4.1 million, before deducting financial advisory fees. 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) conducting, a planned Phase 1b clinical study for GEM-AKI in CKD patients, (ii) necessary preclinical work for GEM-CKD, (iii) continue to develop other products and therapies, and (iv) 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-3 (File No. 333-281909), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 12, 2024. In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holders received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Class F Common Stock Warrants have

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 Warrants 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 Warrants are filed as Exhibit 4.1 and Exhibit 4.2 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. On December 2, 2024, Revelation Biosciences, Inc. (the "Company") issued a press release titled "Announces FDA Acceptance of Gemini IND." A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in Item 8.01 and in Exhibit 99.1 will not be treated as "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 4.1 Class F Form of Inducement Warrant 4.2 Class G Form of Inducement Warrant 10.1 Form of Inducement Letter 99.1 Press Release dated December 2, 2024 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: December 6, 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