Revelation Biosciences Announces 2024 Annual Meeting of Stockholders on May 15
Ticker: REVBW · Form: DEF 14A · Filed: Apr 16, 2024 · CIK: 1810560
| Field | Detail |
|---|---|
| Company | Revelation Biosciences, Inc. (REVBW) |
| Form Type | DEF 14A |
| Filed Date | Apr 16, 2024 |
| Risk Level | low |
| Pages | 15 |
| Reading Time | 19 min |
| Key Dollar Amounts | $10,000 |
| Sentiment | neutral |
Sentiment: neutral
Topics: Annual Meeting, Proxy Statement, Equity Incentive Plan, Independent Auditor, Virtual Meeting
TL;DR
<b>Revelation Biosciences will hold its 2024 virtual Annual Meeting on May 15, 2024, to elect directors, amend its equity incentive plan, and ratify auditor selection.</b>
AI Summary
REVELATION BIOSCIENCES, INC. (REVBW) filed a Proxy Statement (DEF 14A) with the SEC on April 16, 2024. The 2024 Annual Meeting of Stockholders for Revelation Biosciences, Inc. will be held virtually via Zoom on May 15, 2024. Stockholders will vote on electing two Class B directors, approving an amendment to increase shares under the 2021 Equity Incentive Plan from 21,623 to 163,294. The meeting agenda includes ratifying Baker Tilly US, LLP as the independent auditor for the fiscal year ending December 31, 2024. The record date for stockholders eligible to vote is April 5, 2024. The meeting will be conducted as a virtual-only event, with participation options via Zoom link or telephone.
Why It Matters
For investors and stakeholders tracking REVELATION BIOSCIENCES, INC., this filing contains several important signals. Key proposals include increasing the share pool for the 2021 Equity Incentive Plan, which could impact future equity compensation and dilution. The ratification of Baker Tilly US, LLP as auditor is a standard governance item, but its approval is crucial for financial reporting integrity.
Risk Assessment
Risk Level: low — REVELATION BIOSCIENCES, INC. shows low risk based on this filing. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational changes.
Analyst Insight
Stockholders should review the proposals regarding director elections and the equity incentive plan amendment to make informed voting decisions.
Key Numbers
- May 15, 2024 — Annual Meeting Date (2024 Annual Meeting of Stockholders)
- 2 — Directors to be Elected (Class B directors)
- 2021 Equity Incentive Plan — Plan Amendment (Increase shares reserved)
- 21,623 — Current Shares Reserved (2021 Equity Incentive Plan)
- 163,294 — Proposed Shares Reserved (2021 Equity Incentive Plan)
- December 31, 2024 — Fiscal Year End (For which auditor is being ratified)
- April 5, 2024 — Record Date (For Annual Meeting)
Key Players & Entities
- Revelation Biosciences, Inc. (company) — Registrant and filer of the proxy statement
- May 15, 2024 (date) — Date of the 2024 Annual Meeting of Stockholders
- Baker Tilly US, LLP (company) — Proposed independent auditor
- April 5, 2024 (date) — Record date for the Annual Meeting
- 2021 Equity Incentive Plan (plan) — Plan to be amended at the meeting
- 21,623 (dollar_amount) — Current number of shares reserved under the 2021 Equity Incentive Plan
- 163,294 (dollar_amount) — Proposed increase in shares reserved under the 2021 Equity Incentive Plan
FAQ
When did REVELATION BIOSCIENCES, INC. file this DEF 14A?
REVELATION BIOSCIENCES, INC. filed this Proxy Statement (DEF 14A) with the SEC on April 16, 2024.
What is a DEF 14A filing?
A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by REVELATION BIOSCIENCES, INC. (REVBW).
Where can I read the original DEF 14A filing from REVELATION BIOSCIENCES, INC.?
You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by REVELATION BIOSCIENCES, INC..
What are the key takeaways from REVELATION BIOSCIENCES, INC.'s DEF 14A?
REVELATION BIOSCIENCES, INC. filed this DEF 14A on April 16, 2024. Key takeaways: The 2024 Annual Meeting of Stockholders for Revelation Biosciences, Inc. will be held virtually via Zoom on May 15, 2024.. Stockholders will vote on electing two Class B directors, approving an amendment to increase shares under the 2021 Equity Incentive Plan from 21,623 to 163,294.. The meeting agenda includes ratifying Baker Tilly US, LLP as the independent auditor for the fiscal year ending December 31, 2024..
Is REVELATION BIOSCIENCES, INC. a risky investment based on this filing?
Based on this DEF 14A, REVELATION BIOSCIENCES, INC. presents a relatively low-risk profile. The filing is a routine proxy statement for an annual meeting with standard proposals, indicating no immediate significant financial or operational changes.
What should investors do after reading REVELATION BIOSCIENCES, INC.'s DEF 14A?
Stockholders should review the proposals regarding director elections and the equity incentive plan amendment to make informed voting decisions. The overall sentiment from this filing is neutral.
Risk Factors
- Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and corporate governance.
- Auditor Ratification [low — financial]: The ratification of the independent auditor is a routine but important step in the financial reporting process.
- Virtual Meeting Logistics [low — operational]: Ensuring smooth technical execution of the virtual annual meeting is crucial for stockholder participation.
Key Dates
- 2024-05-15: 2024 Annual Meeting of Stockholders — Key date for voting on proposals
Filing Stats: 4,625 words · 19 min read · ~15 pages · Grade level 11.4 · Accepted 2024-04-15 17:33:44
Key Financial Figures
- $10,000 — eed to pay the proxy solicitor a fee of $10,000, plus disbursements. Revelation will re
Filing Documents
- 2024_annual_meeting_def_.htm (DEF 14A) — 766KB
- img157472031_0.jpg (GRAPHIC) — 17KB
- img157472031_1.jpg (GRAPHIC) — 17KB
- img157472031_2.jpg (GRAPHIC) — 262KB
- img157472031_3.jpg (GRAPHIC) — 280KB
- 0000950170-24-044514.txt ( ) — 1560KB
From the Filing
DEF 14A 1 2024_annual_meeting_def_.htm DEF 14A DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ________________ SCHEDULE 14A (Rule 14a-101) ________________ INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Revelation Biosciences, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ☒ No fee required. ☐ Fee paid previously with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. REVELATION BIOSCIENCES, INC. 4660 La Jolla Village Drive, Suite 100 San Diego, CA 92122 NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024 NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Revelation Biosciences, Inc. (“Revelation” or the “Company”), a Delaware corporation, will be held on May 15, 2024 at 12:00 p.m. Eastern Time. The Annual Meeting will be a virtual meeting only, and will be held via a Zoom videoconference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link: https https://us02web.zoom.us/j/89263967687?pwd=bnN1clhrSVpKUTVRSkdURDZ5YXZjdz09&from=addon. Any stockholder who is unable to join the online meeting can participate by telephone by dialing (929) 205-6099, and using the Zoom Meeting ID 892 6396 7687 and the Passcode 252847. The purpose of the Annual Meeting will be to consider and vote upon the following proposals: 1. To elect two (2) Class B directors of the Company to serve until the 2027 Annual Meeting of Stockholders or until their successors have been duly elected and qualified; 2. To approve an amendment to the 2021 Equity Incentive Plan to increase the number of shares reserved under the Plan from 21,623 to 163,294; 3. To ratify the selection by the Audit Committee of the Board of Directors of Baker Tilly US, LLP as the independent auditor of the Company for its fiscal year ending December 31, 2024; and 4. To conduct any other business properly brought before the meeting. The Board of Directors has fixed the close of business on April 5, 2024 as the record date for the Annual Meeting and only holders of shares of record at that time will be entitled to notice of and to vote at the Annual Meeting or any adjournment or adjournments thereof. If you have any questions or need assistance voting your shares, please call us at (650) 800-3717 or our proxy solicitor, Advantage Proxy, at 877-870-8565. By Order of the Board of Directors /s/ Chester S. Zygmont, III Chester S. Zygmont, III Corporate Secretary San Diego, CA April 15, 2024 IMPORTANT IF YOU CANNOT PERSONALLY ATTEND THE ANNUAL MEETING, IT IS REQUESTED THAT YOU INDICATE YOUR VOTE ON THE ISSUES INCLUDED ON THE ENCLOSED PROXY AND DATE, SIGN AND MAIL IT IN THE ENCLOSED SELF-ADDRESSED ENVELOPE WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES OF AMERICA. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 15, 2024 THIS PROXY STATEMENT TO THE STOCKHOLDERS WILL BE AVAILABLE AT https://revbproxy.com/2024-annual-meeting. REVELATION BIOSCIENCES, INC. 4660 La Jolla Village Drive, Suite 100 San Diego, CA 92122 TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND VOTING 2 PROPOSAL 1: ELECTION OF DIRECTORS 7 PROPOSAL 2: AMENDMENT TO THE COMPANY'S 2021 EQUITY INCENTIVE PLAN 10 PROPOSAL 3: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 18 CORPORATE GOVERNANCE 20 EXECUTIVE OFFICERS 25 EXECUTIVE OFFICER COMPENSATION 26 CERTAIN INFORMATION ABOUT OUR COMMON STOCK 29 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 31 OTHER MATTERS 32 LEGAL MATTERS Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders to Be Held on May 15, 2024. The Proxy Statement and Annual Report for the year ended December 31, 2023 are available at https://revbproxy.com/2024-annual-meeting. Forward-Looking Statements. The Proxy Statement may contain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, which statements are subject to substantial risks and uncertainties and ar