Revelation Biosciences, Inc. Files Amendment No. 1 to S-1 Registration Statement

TL;DR

<b>Revelation Biosciences, Inc. has filed an amendment to its S-1 registration statement, indicating ongoing efforts to register securities.</b>

AI Summary

REVELATION BIOSCIENCES, INC. (REVBW) filed a Amended IPO Registration (S-1/A) with the SEC on January 29, 2024. Revelation Biosciences, Inc. filed an amendment (No. 1) to its Form S-1 Registration Statement on January 29, 2024. The filing pertains to the registration of securities under the Securities Act of 1933. The company's principal executive offices are located at 4660 La Jolla Village Drive, Suite 100, San Diego, CA 92122. The business phone number provided is 650-800-3717. The company was formerly known as Petra Acquisition Inc. and changed its name on April 23, 2020.

Why It Matters

For investors and stakeholders tracking REVELATION BIOSCIENCES, INC., this filing contains several important signals. This amendment suggests the company is actively pursuing a public offering or other securities-related transactions, which could impact its capital structure and shareholder base. The filing provides updated information and legal disclosures required for companies seeking to raise capital through the sale of securities in the public market.

Risk Assessment

Risk Level: low — REVELATION BIOSCIENCES, INC. shows low risk based on this filing. The filing is an amendment to a registration statement, which is a standard procedural step for companies going public or issuing new securities, and does not contain new operational or financial performance data that would indicate immediate risk.

Analyst Insight

Monitor for further amendments or effectiveness of the registration statement to understand the company's capital-raising plans and potential market impact.

Key Numbers

• 1 — Amendment Number (Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT)
• 2024-01-29 — Filing Date (Filed as of date: 20240129)
• 333-276232 — SEC File Number (SEC FILE NUMBER: 333-276232)
• 2834 — SIC Code (Primary Standard Industrial Classification Code Number: 2834)
• 84-3898466 — IRS Number (I.R.S. Employer Identification Number: 843898466)
• DE — State of Incorporation (DELAWARE (Jurisdiction of incorporation or organization))
• 1231 — Fiscal Year End (FISCAL YEAR END: 1231)
• 20200423 — Name Change Date (DATE OF NAME CHANGE: 20200423)

Key Players & Entities

• Revelation Biosciences, Inc. (company) — Registrant
• January 29, 2024 (date) — Filing date
• 333-276232 (other) — SEC File Number
• 4660 La Jolla Village Drive, Suite 100, San Diego, CA 92122 (location) — Principal executive offices
• 650-800-3717 (phone) — Business phone number
• Petra Acquisition Inc. (company) — Former company name
• 20200423 (date) — Date of name change
• James Rolke (person) — Chief Executive Officer

Forward-Looking Statements

• Revelation Biosciences will proceed with a public offering of securities. (REVELATION BIOSCIENCES, INC.) — medium confidence, target: Q2 2024

FAQ

Key Dates

• 2024-01-29: Filing of Amendment No. 1 to Form S-1 — Indicates an update to the company's registration statement for securities.
• 2020-04-23: Name Change — The company officially changed its name from Petra Acquisition Inc. to Revelation Biosciences, Inc.

Key Financial Figures

• $0.0001 — common stock in this offering less the $0.0001 per share exercise price of each such p
• $12.60 — ed sales price for our common stock was $12.60 per share, which reflects the reverse s
• $0 — ce per Class D Common Stock Warrants of $0.0001, and (y)(i) a public offering pric
• $12.5999 — or in the case of pre-funded warrants, $12.5999 per pre-funded warrant to purchase one
• $224,428 — of this offering will be approximately $224,428. We expect this offering to be comple
• $3,454.50 — of common stock at an exercise price of $3,454.50 per share until July 25, 2027. " Class
• $630.00 — of common stock at an exercise price of $630.00 per share until July 28, 2027. " Class
• $787.50 — of common stock at an exercise price of $787.50 per share until July 25, 2027. " Class
• $160.80 — of common stock at an exercise price of $160.80 per share until February 14, 2028. " C
• $0.001 — ock " means common stock of Revelation, $0.001 par value. " cGCP " or " GCP " means t
• $144.75 — share, at a combined offering price of $144.75 per share of Common Stock and two Class
• $144.8970 — d two Class C Common Stock Warrants, or $144.8970 per pre -funded warrant and two Class C

Filing Documents

• fs12023a1_revelationbio.htm (S-1/A) — 6465KB
• fs12023a1ex4-12_revelation.htm (EX-4.12) — 143KB
• fs12023a1ex5-1_revelation.htm (EX-5.1) — 17KB
• fs12023a1ex10-1_revelation.htm (EX-10.1) — 229KB
• fs12023a1ex10-3_revelation.htm (EX-10.3) — 92KB
• fs12023a1ex23-1_revelation.htm (EX-23.1) — 2KB
• fs12023a1ex-fee_revelation.htm (EX-FILING FEES) — 46KB
• trevelation_logo.jpg (GRAPHIC) — 47KB
• timage_001.jpg (GRAPHIC) — 248KB
• timage_002.jpg (GRAPHIC) — 823KB
• timage_003.jpg (GRAPHIC) — 445KB
• timage_0031.jpg (GRAPHIC) — 445KB
• timage_004.jpg (GRAPHIC) — 743KB
• timage_005.jpg (GRAPHIC) — 251KB
• timage_006.jpg (GRAPHIC) — 229KB
• timage_007.jpg (GRAPHIC) — 570KB
• 0001213900-24-007475.txt (&nbsp;) — 25865KB
• revb-20230930.xsd (EX-101.SCH) — 84KB
• revb-20230930_cal.xml (EX-101.CAL) — 35KB
• revb-20230930_def.xml (EX-101.DEF) — 434KB
• revb-20230930_lab.xml (EX-101.LAB) — 651KB
• revb-20230930_pre.xml (EX-101.PRE) — 435KB
• fs12023a1_revelationbio_htm.xml (XML) — 2217KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 45

USE OF PROCEEDS

USE OF PROCEEDS 46 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 47 CAPITALIZATION 48

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 51 DESCRIPTION OF THE COMPANY'S BUSINESS 60 DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 88 EXECUTIVE OFFICER AND DIRECTOR COMPENSATION OF REVELATION 94 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END 96 DIRECTOR COMPENSATION 97

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 98 SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK 111

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS 112 PLAN OF DISTRIBUTION 113 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS, AND DIRECTOR INDEPENDENCE 116 INTERESTS OF NAMED EXPERTS AND COUNSEL 117 DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES 118 WHERE YOU CAN FIND MORE INFORMATION 119 INDEX TO FINANCIAL STATEMENTS F-1 i Table of Contents MARKET AND INDUSTRY DATA We are responsible for the disclosure contained in this prospectus. However, certain information contained in this document relates to or is based on studies, publications, surveys and other data obtained from third -party sources, and Revelation's own internal estimates and research. While we believe these third -party sources to be reliable as of the date of this prospectus, we have not independently verified the market and industry data contained in this prospectus or the underlying assumptions relied on therein. Finally, while we believe our own internal research is reliable, such research has not been verified by any independent source. The market and industry data used in this prospectus involve a number of assumptions and limitations, and any estimates underlying such market information and other factors, including those described in the section titled "Risk Factors," could cause actual results to differ materially from those expressed in the third -party estimates and in our estimates. TRADEMARKS This document contains references to trademarks, trade names and service marks belonging to other entities. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the or TM symbols, but such references are not intended to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights to these trademarks and trade names. We do not intend our use or display of other companies' trade names, trademarks o

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