Revelation Biosciences, Inc 10-Q for FY2023 Q2

Revelation Biosciences, Inc. (REVB)

10-Q 2023-08-11 For: 2023-06-30

Added on April 10, 2026

About this 10-Q

Revelation Biosciences, Inc filed this 10-Q on August 11, 2023, covering the quarter ended June 30, 2023 (FY2023 Q2).

Headline figures

Quarter ended June 30, 2023, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $1.45M; compared with a net loss of $1.83M a year earlier
Diluted EPS: -$0.25; compared with -$4.16 a year earlier

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Delaware	84-3898466
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4660 La Jolla Village Drive, Suite 100, San Diego, CA	92122
(Address of principal executive offices)	(Zip Code)


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 1/35th share of common stock at an exercise price of $402.50 per share	REVBW	The Nasdaq Stock Market LLC


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒


		Page

PART I.	FINANCIAL INFORMATION	1
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	29

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	30
Signatures		31


	June 30, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	15,711,218		$	5,252,979
Deferred offering costs		—			87,171
Prepaid expenses and other current assets		250,012			73,132
Total current assets		15,961,230			5,413,282
Property and equipment, net		77,608			90,133
Total assets	$	16,038,838		$	5,503,415
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	913,866		$	554,205
Accrued expenses		496,870			985,497
Deferred underwriting commissions		2,911,260			2,911,260
Warrant liability		302,039			—
Total current liabilities		4,624,035			4,450,962
Total liabilities		4,624,035			4,450,962
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Series A Preferred Stock, $0.001 par value; zero and one shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022, respectively; liquidation preference of $0 and $5,000 at June 30, 2023 and December 31, 2022, respectively		—			—
Common Stock, $0.001 par value; 500,000,000 and 11,000,000 shares authorized and 6,297,303 and 682,882 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		6,297			683
Additional paid-in-capital		32,044,329			26,398,618
Accumulated deficit		(20,635,823	)		(25,346,848	)
Total stockholders’ equity		11,414,803			1,052,453
Total liabilities and stockholders’ equity	$	16,038,838		$	5,503,415


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Operating expenses:
Research and development	$	909,278		$	975,583		$	1,434,551		$	4,655,863
General and administrative		1,023,752			884,837			2,118,326			3,790,857
Total operating expenses		1,933,030			1,860,420			3,552,877			8,446,720
Loss from operations		(1,933,030	)		(1,860,420	)		(3,552,877	)		(8,446,720	)
Other income (expense):
Change in fair value of warrant liability		423,239			—			8,168,174			—
Other income (expense)		61,621			25,734			95,728			(4,507	)
Total other income (expense), net		484,860			25,734			8,263,902			(4,507	)
Net (loss) income	$	(1,448,170	)	$	(1,834,686	)	$	4,711,025		$	(8,451,227	)

Net (loss) earnings per share, basic	$	(0.25	)	$	(4.16	)	$	1.61		$	(19.71	)
Weighted-average shares used to compute net (loss) earnings per share, basic		5,812,278			441,351			2,922,195			428,837

Net (loss) earnings per share, diluted	$	(0.25	)	$	(4.16	)	$	1.53		$	(19.71	)
Weighted-average shares used to compute net (loss) earnings per share, diluted		5,812,278			441,351			3,072,695			428,837


	Series A Preferred Stock					Common Stock						Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount		Shares			Amount			Capital			Deficit			(Deficit)
Balance as of December 31, 2021		—		$	—		282,039		$	282		$	14,417,547		$	(14,517,299	)	$	(99,470	)
Issuance of common stock in connection with the Business Combination, net		—			—		98,209			98			6,864,229			—			6,864,327
Issuance of common stock for fees in connection with the Business Combination		—			—		8,572			9			291			—			300
Proceeds from the PIPE Investment, net		—			—		36,947			37			7,262,182			—			7,262,219
Rollover Warrant exercise		—			—		54			—			5,074			—			5,074
Repurchase for the Forward Share Purchase Agreement exercise		—			—		(21,429	)		(21	)		(7,652,304	)		—			(7,652,325	)
Class A Pre-Funded Warrants exercise		—			—		36,959			37			(24	)		—			13
Stock-based compensation expense		—			—		—			—			137,892			—			137,892
Net loss		—			—		—			—			—			(6,616,541	)		(6,616,541	)
Balance as of March 31, 2022		—		$	—		441,351		$	442		$	21,034,887		$	(21,133,840	)	$	(98,511	)
Stock-based compensation expense		—			—		—			—			90,188			—			90,188
Net loss		—			—		—			—			—			(1,834,686	)		(1,834,686	)
Balance as of June 30, 2022		—		$	—		441,351		$	442		$	21,125,075		$	(22,968,526	)	$	(1,843,009	)

Balance as of December 31, 2022		1		$	—		682,882		$	683		$	26,398,618		$	(25,346,848	)	$	1,052,453
Redemption of Series A Preferred Stock		(1	)		—		—			—			—			—			—
Issuance of common stock from the February 2023 Public Offering		—			—		2,888,600			2,889			30,585			—			33,474
Class C Pre-Funded Warrants exercise		—			—		193,000			193			(174	)		—			19
Alternative cashless exercise of Class C Common Stock Warrants		—			—		965,357			965			2,739,445			—			2,740,410
Stock-based compensation expense		—			—		—			—			32,095			—			32,095
Net income		—			—		—			—			—			6,159,195			6,159,195
Balance as of March 31, 2023		—		$	—		4,729,839		$	4,730		$	29,200,569		$	(19,187,653	)	$	10,017,646
Class C Pre-Funded Warrants exercise		—			—		143,400			143			(128	)		—			15
Alternative cashless exercise of Class C Common Stock Warrants		—			—		1,419,780			1,420			2,784,457			—			2,785,877
RSU awards issued		—			—		4,284			4			(4	)		—			—
Stock-based compensation expense		—			—		—			—			59,435			—			59,435
Net loss		—			—		—			—			—			(1,448,170	)		(1,448,170	)
Balance as of June 30, 2023		—		$	—		6,297,303		$	6,297		$	32,044,329		$	(20,635,823	)	$	11,414,803


	June 30, 2023		December 31, 2022
Prepaid insurance costs	$	142,500	$	—
Other prepaid expenses & current assets		107,512		73,132
Total prepaid expenses & current assets	$	250,012	$	73,132


	June 30, 2023			December 31, 2022
Lab equipment	$	131,963		$	131,963
Total property and equipment, gross		131,963			131,963
Accumulated depreciation		(54,355	)		(41,830	)
Total property and equipment, net	$	77,608		$	90,133


	June 30, 2023		December 31, 2022
Accrued payroll and related expenses	$	329,453	$	618,014
Accrued clinical study expenses		—		175,061
Accrued professional fees		99,117		75,722
Accrued clinical development costs		68,300		111,700
Accrued other expenses		—		5,000
Total accrued expenses	$	496,870	$	985,497


	June 30, 2023		June 30, 2022
Public Warrants (exercise price of $402.50 per share)		300,332		300,332
Class A Common Stock Warrants (exercise price of $115.15 per share)		73,905		73,905
Class A Placement Agent Common Stock Warrants (exercise price of $115.15 per share)		10,347		10,347
Class B Common Stock Warrants (exercise price of $21.00 per share)		238,095		—
Class B Placement Agent Common Stock Warrants (exercise price of $26.25 per share)		16,667		—
Class C Common Stock Warrants (exercise price of $5.36 per share)		487,160		—
Rollover Warrants (exercise price of $93.80 per share)		4,738		4,738
Rollover RSU awards outstanding		3,006		13,154
Stock options outstanding		35,005		10,118
Shares reserved for issuance		1,169,255		412,594
Shares available for future stock grants under the 2021 Equity Incentive Plan		33,283		58,170
Total common stock reserved for issuance		1,202,538		470,764


	Shares		Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (Years)
Outstanding at December 31, 2022		9,581	$	31.91
Granted		25,424		1.19
Exercised		—		—
Expired and forfeited		—		—
Outstanding at June 30, 2023		35,005	$	9.60		8.4
Exercisable at June 30, 2023		32,264	$	6.25		8.4


Volatility	126.0	%
Expected term (years)	5.03
Risk-free interest rate	3.09	%
Expected dividend yield	0.0	%


	Three Months Ended June 30,							Six Months Ended June 30,
	2023		2022		Change			2023		2022		Change
REVTx-99a clinical study expenses	$	—	$	304,852	$	(304,852	)	$	—	$	3,077,967	$	(3,077,967	)
REVTx-99b clinical study expenses		—		105,136		(105,136	)		—		275,497		(275,497	)
Manufacturing expenses		219,238		110,159		109,079			510,506		216,913		293,593
REVDx-501 diagnostic development		—		20,771		(20,771	)		—		27,660		(27,660	)
Other program expenses		477,019		—		477,019			542,739		—		542,739
Other expenses		61,591		16,842		44,749			120,539		63,568		56,971
Personnel expenses (including stock-based compensation)		151,430		417,823		(266,393	)		260,767		994,258		(733,491	)
Total research and development expenses	$	909,278	$	975,583	$	(66,305	)	$	1,434,551	$	4,655,863	$	(3,221,312	)


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	57,780	$	—	$	—	$	—	$	57,780
Total contractual obligations	$	57,780	$	—	$	—	$	—	$	57,780


EXHIBIT		DESCRIPTION
3.2(1)		Second Amended and Restated Bylaws
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Scema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*	Filed herewith.
(1)	Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023.


	REVELATION BIOSCIENCES, INC.

Date: August 11, 2023	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: August 11, 2023	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting officer


1.	I have reviewed this quarterly report on Form 10-Q of Revelation Biosciences, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:	/s/ James Rolke
	James Rolke
	Chief Executive Officer and Director
	(Principal Executive Officer)

Date:	August 11, 2023