Revelation Biosciences Seeks Share Issuance Approval for Warrants

TL;DR

**REVBW needs this warrant approval to avoid Nasdaq issues and keep its financing options open; vote FOR or risk further uncertainty.**

AI Summary

Revelation Biosciences, Inc. (REVBW) is holding a Special Meeting on October 15, 2025, to seek stockholder approval for the reservation and issuance of common stock related to Class I Common Stock Warrants, dated September 11, 2025. This approval is crucial because the potential issuance could exceed 20% of the company's total outstanding shares, triggering the share issuance cap under Nasdaq Stock Market Rule 5635(d). The company entered into these warrants with certain purchasers, including Sabby Volatility Warrant Master Fund, Ltd., Armistice Capital Master Fund Ltd., and Hudson Bay Master Fund Ltd., following a warrant inducement letter dated September 10, 2025. Stockholders will also vote on adjourning the meeting if insufficient proxies are received for the primary proposal. As of the September 11, 2025 record date, there were 2,339,306 shares of common stock outstanding. The Board of Directors recommends a 'FOR' vote on both proposals, emphasizing the importance of this authorization for the company's financial flexibility and compliance with Nasdaq rules.

Why It Matters

This vote is critical for Revelation Biosciences as it directly impacts the company's ability to fulfill its obligations under the Class I Common Stock Warrants and maintain compliance with Nasdaq listing rules. For investors, approving this proposal could lead to dilution if the warrants are exercised, but rejecting it could signal financial instability or hinder future capital-raising efforts, potentially impacting the stock price. In a competitive biotech landscape, the ability to execute financing agreements is vital for R&D and operational continuity. The outcome will reflect investor confidence in the company's strategic financial decisions and its future growth prospects.

Risk Assessment

Risk Level: medium — The primary risk stems from the potential for significant dilution if the Class I Common Stock Warrants are fully exercised, exceeding 20% of the 2,339,306 outstanding shares. While the filing doesn't specify the exact number of shares under warrant, exceeding the Nasdaq 5635(d) cap without approval could lead to delisting concerns, creating uncertainty for investors.

Analyst Insight

Investors should vote 'FOR' Proposal 1 to ensure Revelation Biosciences maintains compliance with Nasdaq rules and can execute its financing strategy, thereby avoiding potential delisting risks. Review the full terms of the warrants to understand the potential dilution impact before the October 15, 2025 meeting.

Key Numbers

• 2,339,306 — Shares of common stock outstanding (As of the September 11, 2025 record date, each representing one vote.)
• 20% — Share issuance cap (Threshold under Nasdaq Rule 5635(d) that potential warrant issuances may exceed.)
• October 15, 2025 — Special Meeting Date (Date stockholders will vote on warrant issuance and adjournment proposals.)
• September 11, 2025 — Record Date (Date for determining stockholders entitled to vote at the Special Meeting.)
• 779,769 — Shares for quorum (One third of outstanding shares required to constitute a quorum at the Special Meeting.)

Key Players & Entities

• REVELATION BIOSCIENCES, INC. (company) — Registrant seeking stockholder approval
• Nasdaq Stock Market Rules (regulator) — Governs the share issuance cap under Rule 5635(d)
• Chester S. Zygmont, III (person) — Corporate Secretary and Chief Financial Officer
• James Rolke (person) — Chief Executive Officer and designated proxy
• Sabby Volatility Warrant Master Fund, Ltd. (company) — Holder of Class I Common Stock Warrants
• Armistice Capital Master Fund Ltd. (company) — Holder of Class I Common Stock Warrants
• Hudson Bay Master Fund Ltd. (company) — Holder of Class I Common Stock Warrants
• Advantage Proxy (company) — Proxy solicitor engaged for $10,000 fee
• Continental Stock Transfer & Trust Company (company) — Transfer agent for Revelation Biosciences
• $10,000 (dollar_amount) — Fee paid to proxy solicitor Advantage Proxy

FAQ

Industry Context

Revelation Biosciences operates in the biotechnology sector, a field characterized by high research and development costs, long product development cycles, and significant regulatory hurdles. Companies in this industry often seek capital through equity issuances to fund clinical trials and operations. The competitive landscape is dynamic, with numerous companies vying for market share and investor attention.

Regulatory Implications

The primary regulatory implication highlighted is compliance with Nasdaq Rule 5635(d). Failure to obtain shareholder approval for the warrant issuance, which may exceed 20% of outstanding shares, could lead to delisting from the Nasdaq Stock Market. This underscores the critical nature of the upcoming shareholder vote.

What Investors Should Do

1. Vote 'FOR' the proposals at the Special Meeting on October 15, 2025.
2. Review the proxy statement thoroughly.
3. Ensure your vote is counted, even if you cannot attend the virtual meeting.

Key Dates

• 2025-10-15: Special Meeting of Stockholders — Stockholders will vote on the reservation and issuance of common stock related to Class I Common Stock Warrants, which could exceed 20% of outstanding shares and trigger Nasdaq Rule 5635(d). A vote to adjourn is also included.
• 2025-09-11: Class I Common Stock Warrants dated — These warrants are the subject of the special meeting's primary voting proposal.
• 2025-09-10: Warrant inducement letter dated — This letter preceded the execution of the Class I Common Stock Warrants.
• 2025-09-11: Record Date — Determined the 2,339,306 shares of common stock outstanding eligible to vote at the Special Meeting.
• 2025-09-22: Proxy statement first mailed — Informs stockholders about the Special Meeting and the proposals to be voted upon.

Glossary

DEF 14A

A proxy statement filed with the SEC by public companies soliciting shareholder votes. (This document is the DEF 14A for Revelation Biosciences, Inc., detailing the proposals for the upcoming Special Meeting.)

Class I Common Stock Warrants

Financial instruments that give the holder the right, but not the obligation, to purchase shares of common stock at a specified price within a certain timeframe. (The issuance of these warrants is the primary reason for the Special Meeting, as it may exceed Nasdaq's 20% issuance limit.)

Nasdaq Rule 5635(d)

A Nasdaq Stock Market rule that requires shareholder approval for the issuance of securities if the issuance equals or exceeds 20% of the outstanding common stock or voting power. (Revelation Biosciences needs shareholder approval to issue shares related to the warrants because the potential issuance exceeds this 20% threshold.)

Proxy

A legal document that authorizes another person (the proxy) to vote a shareholder's stock on their behalf. (Stockholders are being asked to grant a proxy to James Rolke and Chester S. Zygmont to vote their shares at the Special Meeting.)

Quorum

The minimum number of shares that must be represented at a meeting for business to be legally transacted. (A quorum of one-third of the outstanding shares (779,769 shares) is required for the Special Meeting to proceed.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual or quarterly report. Therefore, a comparison of key metrics like revenue growth, margin changes, or new risks versus a prior period cannot be made based on this document alone.

Key Financial Figures

• $10,000 — eed to pay the proxy solicitor a fee of $10,000, plus disbursements. Revelation will re
• $2 — ck upon payment of an exercise price of $2.20, upon which the Company subsequently
• $2.20 — ck upon payment of an exercise price of $2.20. The Company raised gross proceeds of a
• $9.6 million — raised gross proceeds of approximately $9.6 million in connection with the Warrant Induceme
• $2.5 million — ny is required to maintain a minimum of $2.5 million in stockholders’ equity and need

Filing Documents

• 2025_special_meeting_def.htm (DEF 14A) — 209KB
• img265630013_0.jpg (GRAPHIC) — 464KB
• img265630013_1.jpg (GRAPHIC) — 648KB
• 0001193125-25-211333.txt ( ) — 1741KB

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 8 OTHER MATTERS 9 HOUSEHOLDING 9 DEFINITIVE PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS TO BE HELD OCTOBER 15, 2025 FIRST MAILED ON OR ABOUT September 22, 2025 Date, Time and Place of the Special Meeting The enclosed proxy is solicited by the Board of Directors (the “ Board ”) of Revelation Biosciences, Inc., a Delaware corporation (the “ Company ,” “ Revelation , ” or “ we ”), in connection with the Special Meeting of Stockholders (the “ Special Meeting ”) to be held at 12:00 p.m. Eastern Time on October 15, 2025 for the purposes set forth in the accompanying Notice of Special Meeting. The Special Meeting will be a virtual meeting only and will be held via a Zoom video conference. Stockholders will not be able to physically attend the meeting. The virtual meeting can be accessed by using the following link: https://bit.ly/4mmwxNY. 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 890 2823 9100 and the Passcode 071556 . The principal executive office of the Company is 4660 La Jolla Village Drive, Suite 100, San Diego, CA 92122, and its telephone number, including area code, is (650) 800-3717. QUESTIONS AND ANSWERS ABOUT THIS PROXY STATEMENT AND VOTING What is a proxy? A proxy is the legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card, you are designating James Rolke, Chief Executive Officer, and Chester S. Zygmont, III, Chief Financial Officer, as your proxies for the Special Meeting and you are authorizing Messrs. Rolke and Zygmont to vote your shares at the Special Meeting as you have

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