8-K
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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

Date of Report (Date of earliest event reported): July 07, 2025

 

 

REVELATION BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39603

84-3898466

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4660 La Jolla Village Drive

Suite 100

 

San Diego, California

 

92122

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 800-3717

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share

 

REVB

 

The Nasdaq Stock Market LLC

Redeemable warrants, each exercisable for a 1/50,400th share of common stock at an exercise price of $579,600 per share

 

REVBW

 

The Nasdaq Stock Market LLC

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 3.03. Material Modification of Rights to Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on June 25, 2025, Revelation Biosciences, Inc. (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted and approved proposals to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation one or more times to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-250 split, with the exact ratios to be determined by our board of directors in its sole discretion.

 

Following the Annual Meeting and determination by the Board of Directors of the reverse split ratio, the Company filed a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effective on July 7, 2025, which effected a 1-for-3 reverse stock split as of 12:01 a.m. Eastern Standard Time on July 7, 2025 (the “Reverse Stock Split”). The Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “REVB,” when the market opened on July 7, 2025.

As a result of the Reverse Stock Split, each three(3) shares of the Company’s issued and outstanding common stock prior to the Certificate of Amendment automatically converted into one share of common stock, without any change in the par value per share. A total of approximately 1,534,599 shares of common stock were issued and outstanding immediately after the Reverse Stock Split which became effective on July 7, 2025. No fractional shares were issued following the Reverse Stock Split. Holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio were be rounded up to the nearest whole share.

In addition, effective as of the same time as the Reverse Stock Split, proportionate adjustments were made to all then-outstanding equity awards and warrants (except as noted below) with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. The outstanding Class D Common Stock Warrants, Class G Common Stock Warrants and Class H Common Stock Warrants have price reset features which result in changes to the exercise prices (and in the case of the Class G Common Stock Warrants, to the number of shares for which they are exercisable) based upon the VWAP of the Company’s common stock in the days before and/or following the effected Reverse Stock Split. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares are subject to such plans.

The new CUSIP number for common stock following the Reverse Stock Split is 76135L705. For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 9, 2025.

The text of the Certificate of Amendment is filed as Exhibit 3.1 and incorporated herein by reference.

 

Item 8.01 Other Events.

On July 1, 2025, the Company issued a press release announcing that it will implement the Reverse Stock Split effective on July 7, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

 

Description

3.1

 

Amendment to the Third Amended and Restated Certificate of Incorporation effective July 7, 2025

99.1

 

Press Release, dated July 1, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)


 

 

 


 

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:

July 9, 2025

By:

/s/ Chester S. Zygmont, III

 

 

 

Chester S. Zygmont, III
Chief Financial Officer
(principal financial and accounting officer)

 

 


EXHIBIT 3.1

CERTIFICATE OF AMENDMENT

to the

THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

of

REVELATION BIOSCIENCES, INC.

REVELATION BIOSCIENCES, INC., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:

FIRST: The name of the Corporation is Revelation Biosciences, Inc. The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 20, 2019 (the “Original Certificate”); the Corporation’s First Amended and Restated Certificate of Incorporation (the “First Amended and Restated Certificate”) was filed on May 11, 2020, which restated the Original Certificate in its entirety; the Corporation’s Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) was filed on October 7, 2020, which restated the First Amended and Restated Certificate in its entirety. The Corporation’s Third Amended and Restated Certificate of Incorporation (the “Third Amended and Restated Certificate”) was filed on January 10, 2022, which restated the Second Amended and Restated Certificate in its entirety. The Third Amended and Restated Certificate was subsequently amended on January 30, 2023, on January 22, 2024 and on June 30, 2025.

SECOND: Paragraph (b) of ARTICLE IV of the Corporation’s Third Amended and Restated Certificate is being amended by replacing such section, with the following:

Reverse Stock Split. Effective as of 12:01 a.m., Eastern Standard Time on July 7, 2025 (the “Effective Time”) of this Certificate of Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each three(3) shares of the Corporation’s Common Stock, issued and outstanding immediately prior to the Effective Time (the “Old Common Stock”) shall automatically without further action on the part of the Corporation or any holder of Old Common Stock, be reclassified, combined, converted and changed into one fully paid and nonassessable shares of common stock, par value of $0.001 per share (the “New Common Stock”), subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). The conversion of the Old Common Stock into New Common Stock will be deemed to occur at the Effective Time. From and after the Effective Time, certificates representing the Old Common Stock shall represent the number of shares of New Common Stock into which such Old Common Stock shall have been converted pursuant to this Certificate of Amendment. Holders who otherwise would be entitled receive fractional share interests of New Common Stock upon the effectiveness of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will be rounded down to the nearest whole share of New Common Stock.

THIRD: The stockholders of the Corporation have duly approved the foregoing amendment in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH: This Certificate of Amendment shall be effective at 12:01AM on July 7, 2025,.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be duly adopted and executed in its corporate name and on its behalf by its duly authorized officer as of the 30th day of June, 2025.

 

 

 

REVELATION BIOSCIENCES, INC.

 

By: /s/ Chester S. Zygmont, III

 

Name: Chester S. Zygmont, III

 

Title: Chief Financial Officer

 

 


 

img220778470_0.jpg

 

Revelation Biosciences Inc. Announces 1-for-3 Reverse Stock Split effective July 7, 2025

San Diego, CA – July 1, 2025 Revelation Biosciences, Inc.(NASDAQ: REVB) (the “Company” or “Revelation”), announced today that, on July 7, 2025, the Company will implement a 1-for-3 reverse split of its common stock following approval at its Special Meeting of Stockholders held on June 23, 2025. The reverse stock split will be effective as of the morning of July 7, 2025, and the Company’s common stock will trade on a post-split basis at the beginning of trading on the same date under the existing trading symbol “REVB.” The CUSIP number for the common stock following the reverse stock split will be 76135L705.

The reverse stock split is intended to increase the market price per share of the Company’s common stock to regain compliance with the minimum bid continued listing requirement of The Nasdaq Capital Market. Proportionate adjustments will be made to the conversion and exercise prices of the company’s warrants, restricted stock unit awards, stock options and to the number of shares issued and issuable under the Company’s equity incentive plans.

Separately, the Company also announced that it’s ongoing PRIME Phase 1b clinical study of Gemini in CKD patients is expected to complete enrollment this month and topline data expected shortly after. For more information on Revelation, please visit www.RevBiosciences.com.

Information for Stockholders

Upon the effectiveness of the reverse stock split, each three shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s relative interest in the Company’s equity, except to the extent that the reverse stock split would have resulted in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will be rounded down to the nearest whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. The Company’s transfer agent, Continental Stock Transfer & Trust Co., will maintain the book-entry records for the Company’s common stock. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connect with the reverse stock split. Continental Stock Transfer & Trust Co. can be reached at (212) 509-4000 or (800)-509-5586.

About Revelation Biosciences, Inc.

Revelation Biosciences, Inc. is a clinical stage life sciences company focused on harnessing the power of trained immunity for the prevention and treatment of disease using its proprietary formulation Gemini. Revelation has multiple ongoing programs to evaluate Gemini, including as a prevention for post-surgical infection, as a prevention for acute kidney injury, and for the treatment of chronic kidney disease.

For more information on Revelation, please visit www.RevBiosciences.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generally identified by the words "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions. We caution investors that forward-looking statements are based on management’s expectations and are only predictions or statements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to place undue reliance on any such forward looking


statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Revelation to meet its financial and strategic goals, due to, among other things, competition; the ability of Revelation to grow and manage growth profitability and retain its key employees; the possibility that the Revelation may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the ability to successfully complete planned clinical studies of its product candidates; the risk that we may not fully enroll our clinical studies or enrollment will take longer than expected; risks relating to the occurrence of adverse safety events and/or unexpected concerns that may arise from data or analysis from our clinical studies; changes in applicable laws or regulations; expected initiation of the clinical studies, the timing of clinical data; the outcome of the clinical data, including whether the results of such study is positive or whether it can be replicated; the outcome of data collected, including whether the results of such data and/or correlation can be replicated; the timing, costs, conduct and outcome of our other clinical studies; the anticipated treatment of future clinical data by the FDA, the EMA or other regulatory authorities, including whether such data will be sufficient for approval; the success of future development activities for its product candidates; potential indications for which product candidates may be developed; the ability of Revelation to maintain the listing of its securities on NASDAQ; the expected duration over which Revelation’s balances will fund its operations; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Revelation.

Company Contacts

Mike Porter

Investor Relations

Porter LeVay & Rose Inc.

Email: [email protected]

Chester Zygmont, III

Chief Financial Officer

Revelation Biosciences Inc.

Email: [email protected]