Revelation Biosciences Enters Material Agreement, Reports Equity Sales

TL;DR

REVB signed a big deal, sold some stock, and changed some rights. Details in the 8-K.

AI Summary

Revelation Biosciences, Inc. announced on September 11, 2025, 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. This filing also includes other events and financial statements and exhibits.

Why It Matters

This 8-K filing indicates significant corporate actions, including a new material agreement and equity transactions, which could impact the company's financial structure and future operations.

Risk Assessment

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

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — Registrant
• Petra Acquisition Inc. (company) — Former Company Name
• September 11, 2025 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share REVB The Nasdaq Stock Mar
• $579,600 — of common stock at an exercise price of $579,600 per share REVBW The Nasdaq Stock Ma
• $2.20 — their warrants at an exercise price of $2.20 per share, in exchange for the Company'
• $9.6 m — the Existing Warrants is approximately $9.6 million, before deducting financial advis
• $9.6 Million — Inc. Announces Exercise of Warrants for $9.6 Million in Gross Proceeds." A copy of the press

Filing Documents

• revb-20250911.htm (8-K) — 60KB
• revb-ex4_1.htm (EX-4.1) — 211KB
• revb-ex10_1.htm (EX-10.1) — 137KB
• revb-ex99_1.htm (EX-99.1) — 15KB
• img220778470_0.jpg (GRAPHIC) — 18KB
• 0001193125-25-203750.txt ( ) — 648KB
• revb-20250911.xsd (EX-101.SCH) — 47KB
• revb-20250911_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2025, Revelation Biosciences, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Holders") of 13,065,000 existing Class H Common Stock Warrants exercisable for an aggregate of 4,355,000 shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at an exercise price of $2.20 per share, in exchange for the Company's agreement to issue 13,065,000 new common stock warrants (the "Class I Common Stock Warrants") as described below. The aggregate gross proceeds from the exercise of the Existing Warrants is approximately $9.6 million, before deducting financial advisory fees. The issuance of the Class I Common Stock 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 development plans and to fund working capital and general corporate purposes. 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 (File No. 333-287423), which was declared effective by the Securities and Exchange Commission (the "SEC") on May 28, 2025. In consideration for the immediate exercise of the Existing Warrants for cash, the exercising Holders received the Class I Common Stock Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Class I Common Stock Warrants have an exercise price of $2.20 per share, are not exercisable until stockholder approval, and will be exercisable for five years from the date of stockholder approval. The Class I Common Stock Warrants and the shares of common stock underlying the Class I Common Stock Warrants offered in the private placement have not been registered under the Securities Act or

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The Company issued the Class I Common Stock 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 Class I Common Stock 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 Class I Common Stock Warrants under Item 1.01 of this Form 8-K is incorporated herein by reference. The form of the Class I Common Stock Warrants are 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. On September 11. 2025, the Company issued a press release titled "Revelation Biosciences, Inc. Announces Exercise of Warrants for $9.6 Million in Gross Proceeds." 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 Form of Class I Common Stock Warrant 10.1 Form of Inducement Letter 99.1 Press Release dated September 11, 2025 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: September 15, 2025 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