Revelation Biosciences, Inc 8-K, filed Nov 25, 2022
Revelation Biosciences, Inc. (REVB)
About this 8-K
Revelation Biosciences, Inc filed this 8-K on November 25, 2022, reporting on events of November 23, 2022.
Items reported
- Item 3.01: Delisting notice or listing transfer
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 24, 2022, Revelation Biosciences, Inc. (the “Company”) received a deficiency letter (the “First Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on The Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor was it in compliance with either of the alternative listing standards, market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. The Company’s failure to comply with the Stockholders’ Equity Requirement was based on the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, reporting the stockholders’ deficit of $98,511.
Pursuant to the First Nasdaq Letter, the Company submitted a plan to regain compliance and the Company which contemplated capital raises of $10 million, following which Nasdaq granted the Company an extension until November 21, 2022 to evidence compliance. While the Company did complete a $5 million offering in July 2022, in the Form 10-Q for the quarter ended September 30,2022 the Company reported a stockholders’ equity of $2,227,768, less than the Stockholders’ Equity Requirement. As a result, on November 23, 2022, the Company received a further deficiency letter (the “Second Nasdaq Letter”). The Second Nasdaq Letter provides notice that the Company’s securities will be suspended for trading on the opening of business on December 2, 2022. The Company has the right to appeal the Second Nasdaq Letter by requesting a hearing before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance that the hearing panel will grant the Company’s request for an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing. Neither the Second Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s units, common stock or warrants, which will continue to trade on The Nasdaq Capital Market under the symbols “REVBU,” “REVB” and “REVBW,” respectively.
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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. | ||
| Date: November 25, 2022 | By: | /s/ Chester S. Zygmont, III | |
| Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer) | |||
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