Revelation Biosciences, Inc 8-K, filed Oct 13, 2021
Revelation Biosciences, Inc. (REVB)
About this 8-K
Revelation Biosciences, Inc filed this 8-K on October 13, 2021, reporting on events of October 8, 2021.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): October 12, 2021 (
(Exact Name of Registrant as Specified in Charter)
| (State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
| of Incorporation) | Identification No.) |
(Address of Principal Executive Offices) (Zip Code)
(Registrant’s Telephone Number, Including Area Code)
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 (see General Instruction A.2. below):
| 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 | ||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Subsequent to the approval by its stockholders of the Amendment (the “Charter Amendment”) to the Second Amended and Restated Certificate of Incorporation of Petra Acquisition Inc. (“Petra”) on October 8, 2021, Petra filed the Charter Amendment with the Delaware Secretary of State. On October 12, 2021, Petra filed with the Delaware Secretary of State a Certificate of Correction to the Charter Amendment, which established the effective date of the Charter Amendment as October 12, 2021. The Charter Amendment extends the date by which Petra has to consummate a business combination from October 13, 2021 to November 13, 2021, plus an option for Petra to further extend such date to December 13, 2021, plus an option for Petra to further extend such date to January 13, 2022.
Item 5.07. Submissions of Matters to a Vote of Security Holders.
Petra held a Special Meeting of Stockholders (the “Special Meeting”) on October 8, 2021 at 10:00 a.m. Eastern Time. The Special Meeting was held via teleconference. Summarized below are the results of the matters voted on at the Special Meeting.
| Matters Voted On | For | Against | Abstain | |||||||||
| Proposal 1 - A proposal to amend Petra’s second amended and restated certificate of incorporation, to extend the date by which Petra has to consummate a business combination from October 13, 2021 to November 13, 2021, plus an option for Petra to further extend such date to December 13, 2021, plus an option for Petra to further extend such date to January 13, 2022. | 6,226,617 | 38 | 39 | |||||||||
| Proposal 2 – A proposal to direct the chairman of the special meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, there are not sufficient votes to approve the foregoing proposal. | 5,973,875 | 252,580 | 239 | |||||||||
Proposal 1 was approved by the Petra’s stockholders. Proposal 2 was not presented at the Special Meeting
Item 7.01 Regulation FD Disclosure.
Petra’s stockholders elected to redeem an aggregate of 2,544,127 shares in connection with the Special Meeting. As of October 12, following such redemptions and the deposit of the initial Contribution described below, the amount of funds remaining in the trust account is approximately $48 million. Accordingly, following such redemptions, Petra had 6,553,562 shares of common stock issued and outstanding (1,819,538 of which are founder shares not subject to redemption) and the pro rata portion of the funds available is approximately $10.13 per public share.
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As indicated in Petra’s proxy materials relating to the Special Meeting Pine Valley Investments, LLC (“Pine Valley”), an affiliate of Petra’s sponsor, has agreed that if the Extension Amendment is approved, it or its affiliates will contribute to Petra as a loan (each loan being referred to herein as a “Contribution”) approximately $0.034 for each share of common stock issued in Petra’s IPO (the “public shares”) that is not redeemed in connection with the stockholder vote to approve the extension of the deadline to complete an initial business combination to November 13, 2021. If Petra elects to further extend the deadline to complete an initial business combination beyond November 13, 2021, Pine Valley or its affiliates will make an additional Contribution of approximately $0.034 for each public share for an additional 30-day period. If Petra elects to further extend the deadline to complete a business combination beyond December 13, 2021, Pine Valley or its affiliates will make an additional Contribution of approximately $0.034 for each public share for an additional 31-day period.
Accordingly, on October 12, 2021, the first Contribution in the amount of $160,957 was deposited into the Company’s trust account. The Contribution(s) will bear interest at the rate of 2.0% per month on the outstanding loan amount and will be repayable by Petra upon consummation of an initial business combination. The loans will be forgiven if Petra is unable to consummate an initial business combination except to the extent of any funds held outside of the Trust Account.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Amendment to the Second Amended and Restated Certificate of Incorporation of Petra Acquisition Inc., dated October 8, 2021 | |
| 3.2 | Certificate of Correction to the Amendment to the Second Amended and Restated Certificate of Incorporation of Petra Acquisition, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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 hereunto duly authorized.
Dated: October 12, 2021
| PETRA ACQUISITION, INC. | ||
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chairman & Chief Executive Officer | |
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Exhibit 3.1
AMENDMENT
TO THE
SECOND AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
PETRA ACQUISITION, INC.
October 8, 2021
Petra Acquisition, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Petra Acquisition, Inc.” The original certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 20, 2019. The Amended and Restated Certificate of Incorporation was filed with the Secretary of State of Delaware on May 11,2020. The Second Amended and Restated Certificate of Incorporation (the “Second Amended and Restated Certificate”) was filed with the Secretary of State of the State of Delaware on October 7, 2020.
2. This Amendment to the Second Amended and Restated Certificate amends the Second Amended and Restated Certificate.
3. This Amendment to the Second Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. The text of Paragraph F of Article SIXTH is hereby amended and restated to read in full as follows:
“F. In the event that the Corporation does not consummate a Business Combination by November 13, 2021, or, if the Corporation shall, in its sole discretion determine, December13, 2021, or, if the Corporation shall, in its sole discretion determine, January 13, 2022 (or, in each case if the Office of the Delaware Division of Corporations shall not be open for business (including filing of corporate documents) on such date the next date upon which the Office of the Delaware Division of Corporations shall be open, the “Termination Date”), the Corporation shall (i) cease all operations except for the purposes of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares for cash for a redemption price per share equal to the amount then held in the Trust Account, including the interest earned thereon, less any interest for income or franchise taxes payable, divided by the total number of IPO Shares then outstanding (which redemption will completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to approval of the Corporation’s then stockholders and subject to the requirements of the GCL, including the adoption of a resolution by the Board pursuant to Section 275(a) of the GCL finding the dissolution of the Corporation advisable and the provision of such notices as are required by said Section 275(a) of the GCL, dissolve and liquidate, subject (in the case of clauses (ii) and (iii) above) to the Corporation’s obligations under the GCL to provide for claims of creditors and other requirements of applicable law.”
IN WITNESS WHEREOF, Petra Acquisition, Inc. has caused this Amendment to the Second Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
PETRA ACQUISITION, INC.
| By: | /s/ Andreas Typaldos | |
| Name: | Andreas Typaldos | |
| Title: | Chief Executive Officer |
Exhibit 3.2
STATE OF DELAWARE
CERTIFICATE OF CORRECTION
Petra Acquisition, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware.
DOES HEREBY CERTIFY:
1. The name of the corporation is Petra Acquisition, Inc.
2. That a Certificate of Amendment was filed by the Secretary of State of Delaware on October 8, 2021 and that such Certificate requires correction as permitted by Section 103 of the General Corporation Law of the State of Delaware.
3. The inaccuracy or defect of such Certificate is: that the effective date of the Certificate should have been stated to be October 12, 2021.
4. The Certificate is corrected by the addition of paragraph 5 to read as follows:
“5. The effective date of this Amendment to the Second Amended and Restated Certificate is October 12, 2021.”
IN WITNESS WHEREOF, said corporation has caused this Certificate of Correction this 12th day of October, A.D. 2021.
| By: | /s/ Andreas Typaldos | |
| Name: Andreas Typaldos Title: Chief Executive Officer |
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