REVB 8-K
Revelation Biosciences, Inc. (REVB)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 17, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Revelation Biosciences, Inc. (the “Company”) approved grants of restricted shares of the Company’s common stock (the “Restricted Stock Awards”), including to James Rolke, the Company’s Chief Executive Officer, and Chester S. Zygmont, III, the Company’s Chief Financial Officer, pursuant to the Revelation Biosciences, Inc. Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”). The Restricted Stock Awards were granted effective August 17, 2026.
Mr. Rolke received a Restricted Stock Award covering 208,076 shares of the Company’s common stock, and Mr. Zygmont received a Restricted Stock Award covering 208,073 shares of the Company’s common stock.
Subject to each executive’s continued service with the Company or one of its subsidiaries through the applicable vesting date, each Restricted Stock Award will vest in four equal 25% tranches in accordance with the following:
(i) for the first tranche, upon the earlier occurrence of the Company achieving a market capitalization of $30 million for twenty (20) consecutive trading days or the second anniversary of the grant date;
(ii) for the second tranche, upon the earlier occurrence of the Company achieving a market capitalization of $60 million for twenty (20) consecutive trading days or the second anniversary of the grant date;
(iii) for the third tranche, upon the earlier occurrence of the Company achieving a market capitalization of $90 million for twenty (20) consecutive trading days or the fourth anniversary of the grant date; and
(iv) for the fourth tranche, upon the earlier occurrence of the Company achieving a market capitalization of $120 million for twenty (20) consecutive trading days or the fourth anniversary of the grant date.
For these purposes, market capitalization is determined by multiplying the closing sale price of the Company’s common stock on the principal exchange by the number of shares of common stock outstanding as of the close of business on that trading day.
The Restricted Stock Awards will become fully vested immediately before (and contingent upon the consummation of) a Change in Control (as defined in the 2021 Plan), except as otherwise provided in an individual agreement between the Company and the applicable executive. If the executive’s service terminates due to death, by the Company without Cause (as defined in the 2021 Plan), or by the executive for Good Reason (as defined in the award agreement), the Restricted Stock Award will become fully vested and nonforfeitable. Unless otherwise provided in the 2021 Plan or an individual agreement, unvested shares will be forfeited upon a termination of service for any other reason, including for Cause, Disability, or Retirement (as such terms are defined in the 2021 Plan).
The Restricted Stock Awards are subject to the terms and conditions of the 2021 Plan and the Company’s form of Restricted Stock Award Agreement. The Company’s form of Restricted Stock Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The 2021 Plan was previously filed as Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on June 9, 2025 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
10.1* |
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104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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Filed herewith. |
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.
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REVELATION BIOSCIENCES, INC. |
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Date: August 19, 2026 |
By: |
/s/ Chester S. Zygmont, III |
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Chester S. Zygmont, III |
Exhibit 10.1
NOTICE OF RESTRICTED STOCK GRANT UNDER THE
REVELATION BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN
Revelation Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to the Revelation Biosciences, Inc. 2021 Equity Incentive Plan (as may be amended from time to time, the ”Plan”), hereby grants to the individual named below (the “Participant”) a Restricted Stock Award (as defined in the Plan) for that number of shares of Common Stock as set forth below (the “Restricted Stock Award”). The Restricted Stock Award is subject to all of the terms and conditions set forth in this Notice of Restricted Stock Grant (this “Grant Notice”), in the Restricted Stock Award Agreement attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Restricted Stock Award grant has been made as of the grant date indicated below, which shall be referred to as the ”Grant Date.”
Participant: ___________________________
Grant Date: ___________________________
Total Number of
Shares of Restricted Stock: _____________ shares of Common Stock, subject to adjustment as provided in the Plan.
Vesting Schedule: Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Award will vest, and the underlying shares of Common Stock will become nonforfeitable:
[in full on the ___ anniversary of the Grant Date];
OR
[in [four (4)/eight (8)/____ (x)] as nearly equal as possible [quarterly/annual/monthly] installments commencing on _________ (as the first vesting date) over the next [one/two/three/four/x years];
AND/OR
in the manner as set forth on Exhibit A attached to the Award Agreement; provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable vesting date.
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The Participant must accept this Restricted Stock Award grant by executing this Grant Notice in the space provided below and returning such original execution copy to the Company or otherwise indicating affirmative acceptance of the Restricted Stock Award grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, and the Plan. As an express condition to the grant of the Restricted Stock Award hereunder, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement, and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 7.9 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of this Restricted Stock Award and supersede all prior agreements, arrangements, plans, and understandings.
This Grant Notice (which includes the attached Award Agreement) may be executed in two counterparts each of which will be deemed an original and both of which together will constitute one and the same instrument.
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REVELATION BIOSCIENCES, INC. Participant
________________________________ ________________________________
By: Name:
Title:
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RESTRICTED STOCK AWARD AGREEMENT
Pursuant to the Notice of Restricted Stock Grant (the “Grant Notice”) to which this Restricted Stock Award Agreement (this “Agreement”) is attached and which Grant Notice is included in and part of this Agreement, and subject to the terms of this Agreement and the Revelation Biosciences, Inc. 2021 Equity Incentive Plan (as may be amended from time to time, the “Plan”), Revelation Biosciences, Inc., a Delaware corporation (the “Company”), and the Participant named in the Grant Notice (the “Participant”) agree as follows:
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RESTRICTED STOCK AWARD AGREEMENT
Exhibit A – Vesting Schedule
[Insert performance milestones or other performance-based vesting]
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