Revelation Biosciences, Inc 10-Q for FY2026 Q1
Revelation Biosciences, Inc. (REVB)
About this 10-Q
Revelation Biosciences, Inc filed this 10-Q on May 7, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $3.01M
- compared with a net loss of $2.05M a year earlier
- Diluted EPS
- -$2.71
- compared with -$25.34 a year earlier
Classr
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
(Mark One) |
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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For the quarterly period ended
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File Number:
(Exact Name of Registrant as Specified in its Charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer |
(Address of principal executive offices) |
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Registrant’s telephone number, including area code: (
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Name of each exchange on which registered |
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The |
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Redeemable warrants, each exercisable for a 1/201,600th share of common stock at an exercise price of $2,318,400.00 per share |
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REVBW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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Accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of May 4, 2026, the registrant had
PART I—FINANCIAL INFORMATION
Item 1. Condensed Consolidated Financial Statements (Unaudited)
REVELATION BIOSCIENCES, INC.
Condensed Consolidated Balance Sheets
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March 31, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
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$ |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Operating lease right-of-use asset |
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Other assets |
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Total assets |
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$ |
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$ |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Operating lease liability |
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Total current liabilities |
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Operating lease liability, net of current portion |
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Total liabilities |
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(Note 4) |
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Stockholders’ equity: |
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Common Stock, $ |
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Additional paid-in-capital |
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Accumulated deficit |
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Total stockholders’ equity |
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Total liabilities and stockholders’ equity |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
1
REVELATION BIOSCIENCES, INC.
Condensed Consolidated Statements of Operations
(Unaudited)
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Three Months Ended |
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2026 |
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2025 |
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Operating expenses: |
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Research and development |
$ |
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$ |
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General and administrative |
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Total operating expenses |
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Loss from operations |
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Other income (expense): |
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Change in fair value of warrant liability |
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— |
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Other income (expense), net |
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Total other income (expense), net |
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Net loss |
$ |
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$ |
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Deemed dividends |
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— |
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Net loss attributable to common stockholders |
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Net loss per share, basic and diluted |
$ |
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$ |
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Weighted-average shares used to compute net loss per share, basic and diluted |
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See accompanying notes to the condensed consolidated financial statements.
2
REVELATION BIOSCIENCES, INC.
Condensed Consolidated Statements of Changes in Stockholders’ Equity
(Unaudited)
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Common Stock |
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Additional |
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Accumulated |
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Total |
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Shares |
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Amount |
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Capital |
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Deficit |
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Equity |
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Balance at December 31, 2024 |
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$ |
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$ |
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$ |
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$ |
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Alternative cashless exercise of Class F Common Stock Warrants |
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— |
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— |
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Issuance of RSAs |
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— |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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Balance as of March 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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Balance at December 31, 2025 |
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$ |
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$ |
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$ |
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$ |
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Shares released from abeyance |
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( |
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— |
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— |
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Class I Warrant Inducement exercises |
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— |
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Stock-based compensation expense |
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— |
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— |
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— |
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Net loss |
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— |
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— |
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— |
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Balance as of March 31, 2026 |
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$ |
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$ |
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$ |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
3
REVELATION BIOSCIENCES, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
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Three Months Ended |
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2026 |
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2025 |
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Cash flows from operating activities: |
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Net loss |
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$ |
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$ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Stock-based compensation expense |
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Non-cash lease expense |
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— |
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Depreciation expense |
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Disposal of lab supplies |
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— |
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Change in fair value of warrant liability |
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— |
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( |
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Changes in operating assets and liabilities: |
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Prepaid expenses and other current assets |
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Accounts payable |
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Accrued expenses |
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Operating lease liability |
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— |
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Net cash used in operating activities |
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Cash flows from investing activities: |
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Purchase of property and equipment |
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— |
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Net cash used in investing activities |
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— |
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Cash flows from financing activities: |
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Proceeds from Warrant Inducement exercises, net |
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— |
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Net cash provided by financing activities |
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— |
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Net (decrease) increase in cash and cash equivalents |
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Cash and cash equivalents at beginning of period |
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Cash and cash equivalents at end of period |
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$ |
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$ |
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Supplemental disclosure of non-cash investing and financing activities: |
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Issuance of abeyance shares |
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$ |
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$ |
— |
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Purchases of property and equipment reclassified from prepaid expenses and other current assets |
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$ |
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$ |
— |
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Fair value of Class J Common Stock Warrants in connection with the Class I Warrant Inducement |
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$ |
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$ |
— |
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Incremental fair value of the Class I Common Stock Warrants in connection with the Class I Warrant Inducement |
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$ |
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$ |
— |
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Equity issuance costs in connection with the Class I Warrant Inducement included in accounts payable |
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$ |
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$ |
— |
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Deemed dividend for exercise price reductions of warrants |
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$ |
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$ |
— |
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Alternative cashless exercise of Class F Common Stock Warrants |
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$ |
— |
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$ |
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See accompanying notes to the condensed consolidated financial statements.
4
REVELATION BIOSCIENCES, INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Organization and Basis of Presentation
Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiary, referred to as “we,” “us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company developing innovative solutions to treat acute and chronic disease. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD, an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury (“AKI”); and GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease (“CKD”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.
The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.
Reverse Stock Split
On January 28, 2026, the Company effected the approved reverse stock split of our shares of common stock (the “2026 Reverse Split”). No fractional shares were outstanding following the 2026 Reverse Split; any fractional shares were rounded up to the nearest whole share.
On July 7, 2025, the Company effected the approved reverse stock split of our shares of common stock (the “July 2025 Reverse Split”). No fractional shares were outstanding following the July 2025 Reverse Split; any fractional shares were rounded up to the next whole share.
On January 28, 2025, the Company effected the approved reverse stock split of our shares of common stock (the “January 2025 Reverse Split”). No fractional shares were outstanding following the January 2025 Reverse Split; any fractional shares were rounded down to the nearest whole share.
Unless specifically provided otherwise herein, the share and per share information that follows in this Quarterly Report, reflects the effect of the reverse stock splits described above.
Liquidity and Capital Resources
Going Concern
The Company has incurred recurring losses since its inception, including a net loss of $
To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.
The unaudited condensed consolidated financial statements for March 31, 2026, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.
5
Basis of Presentation
The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.
The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2025 and for the year ended December 31, 2025 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three months ended March 31, 2026 are unaudited. The results of operations for the three months ended March 31, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2025 included on Form 10-K, as filed with the SEC on February 26, 2026. The accompanying condensed consolidated balance sheet as of December 31, 2025 has been derived from the audited balance sheet at December 31, 2025 contained in the above referenced Form 10-K.
2. Summary of Significant Accounting Policies
During the three months ended March 31, 2026, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Selected significant accounting policies are discussed in further detail below:
Use of Estimates
The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.
Basic and Diluted Net Loss per Share
Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and shares underlying vested restricted stock units for which the shares have not been issued, and excludes shares of restricted stock that are issued but unvested.
The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows:
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March 31, |
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March 31, |
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Common stock warrants |
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Stock options |
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Restricted stock units |
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Total potentially dilutive securities |
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6
Recent Accounting Pronouncements
In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its financial statements.
3. Balance Sheet Details
Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following:
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March 31, 2026 |
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December 31, 2025 |
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Prepaid insurance costs |
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$ |
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$ |
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Other prepaid expenses & current assets |
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Deposit on lab equipment |
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— |
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Total prepaid expenses & current assets |
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$ |
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$ |
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Property and Equipment, Net
Property and equipment, net consisted of the following:
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March 31, 2026 |
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December 31, 2025 |
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Lab equipment |
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$ |
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$ |
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Total property and equipment, gross |
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Accumulated depreciation |
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Total property and equipment, net |
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$ |
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$ |
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Depreciation expense was $
Accrued Expenses
Accrued expenses consisted of the following:
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March 31, 2026 |
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December 31, 2025 |
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Accrued payroll and related expenses |
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$ |
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$ |
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Accrued clinical development costs |
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Accrued professional fees |
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Accrued clinical study expenses |
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Accrued other expenses |
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Total accrued expenses |
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$ |
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$ |
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7
4. Commitments and Contingencies
Lease Commitments
In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025. The Oberlin Lease, which is an operating lease, has a non-cancelable term of
The Company also leases office space located in San Diego, California, through a month-to-month rental agreement, with monthly rent of $
Commitments
The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.
Contingencies
From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.
5. Financings
2025 Public Offering
On May 29, 2025, the Company closed a public offering of
Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to
The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $
8
Class H Warrant Inducement
On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of
The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class H Common Stock Warrants and the Class I Common Stock Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $
Due to the beneficial ownership limitation provisions in the inducement offer letters, certain of the shares were initially unissued, and held in abeyance for the benefit of the warrant holders, until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. As of December 31, 2025, there were
The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $
Class I Warrant Inducement
On January 23, 2026, the Company entered into warrant exercise inducement offer letters (the “Class I Warrant Inducement”) with two holders of
The Class I Warrant Inducement, which resulted in the issuance of the Class J Common Stock Warrants in exchange for the cash exercise of the Class I Common Stock Warrants, is considered a modification of the Class I Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class I Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class I Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $
9
The Class I Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, the Class H Common Stock Warrants, and the Class I Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $
6. Preferred Stock
The Company is authorized under its articles of incorporation, as amended, to issue up to
7. Common Stock
The Company is authorized under its articles of incorporation, as amended, to issue up to
Common Stock Issuances during the year ended December 31, 2025
During January, March, and August 2025, the Company issued
During February and October 2025, the Company issued
During May 2025, the Company issued
During May and June 2025, the Company issued
During July 2025, the Company issued
Between September and December 2025, the Company issued
Common Stock Issuances during the three months ended March 31, 2026
During January 2026, the Company released from abeyance
During January 2026, the Company issued
As of March 31, 2026 and December 31, 2025,
The total shares of common stock reserved for issuance are summarized as follows:
|
|
March 31, |
|
|
March 31, |
|
||
Common Stock Warrants |
|
|
|
|
|
|
||
RSU awards outstanding(1) |
|
|
|
|
|
|
||
Stock options outstanding |
|
|
|
|
|
|
||
Rollover RSU awards outstanding |
|
|
|
|
|
|
||
Shares reserved for issuance |
|
|
|
|
|
|
||
Shares available for future stock grants under the 2021 Equity Incentive Plan |
|
|
|
|
|
|
||
Total common stock reserved for issuance |
|
|
|
|
|
|
||
(1) Includes
10
8. Stock-Based Compensation
2021 Equity Incentive Plan
In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”).
Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than
Restricted Stock Units
On January 8, 2026, there were an aggregate of
In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of
The activity related to RSUs during the three months ended March 31, 2026 is summarized as follows:
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Nonvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Forfeited / cancelled |
|
|
( |
) |
|
|
|
|
Vested |
|
|
( |
) |
|
|
|
|
Nonvested at March 31, 2026 |
|
|
|
|
$ |
|
||
Restricted Stock Awards
On February 11, 2025, there were
On October 28, 2025, there were
The activity related to RSAs during the three months ended March 31, 2026 is summarized as follows:
11
|
|
Number of Shares |
|
|
Weighted-Average Grant Date Fair Value |
|
||
Nonvested at December 31, 2025 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Forfeited / cancelled |
|
|
|
|
|
|
||
Vested |
|
|
( |
) |
|
|
|
|
Nonvested at March 31, 2026 |
|
|
|
|
$ |
|
||
Stock-Based Compensation Expense
For the three months ended March 31, 2026 and 2025, the Company recorded stock-based compensation expense for the periods indicated as follows:
|
Three Months Ended |
|
|||||
|
2026 |
|
|
2025 |
|
||
General and administrative: |
|
|
|
|
|
||
RSA awards |
$ |
|
|
$ |
|
||
RSU awards |
|
|
|
|
|
||
General and administrative stock-based compensation expense |
|
|
|
|
|
||
Research and development: |
|
|
|
|
|
||
RSA awards |
|
|
|
|
|
||
RSU awards |
|
|
|
|
|
||
Research and development stock-based compensation expense |
|
|
|
|
|
||
Total stock-based compensation expense |
$ |
|
|
$ |
|
||
As of March 31, 2026, there was approximately $
9. Warrants
Common Stock Warrants Outstanding
The following table summarizes the Company's outstanding and exercisable common stock warrants as of March 31, 2026:
Common Stock Warrants |
|
Classification |
|
Shares of Common Stock Underlying Outstanding Warrants |
|
|
Exercise |
|
|
Expiration |
||
Public Warrants |
|
Equity-classified |
|
|
|
|
$ |
|
|
|||
Rollover Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class A Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class A Placement Agent Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class B Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class B Placement Agent Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class C Common Stock Warrants |
|
Liability-classified |
|
|
|
|
|
|
|
|||
Class D Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class E Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class G Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class H Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class I Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Class J Common Stock Warrants |
|
Equity-classified |
|
|
|
|
|
|
|
|||
Total Shares of Common Stock Underlying Outstanding Warrants at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
||
12
Class C Common Stock Warrants
The Class C Common Stock Warrants are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. As of March 31, 2026 and December 31, 2025, the fair value of the Class C Common Stock Warrants was insignificant.
Class D Common Stock Warrants
As a result of an exercise price adjustment triggered by the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $
During the three months ended March 31, 2026, the exercise price of the Class D Common Stock Warrants was reset from $
Class G Common Stock Warrants
The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $
On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $
The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $
On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $
13
The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
The exercise price of the Class G Common Stock Warrants was reset from $
The fair values of the Class G Common Stock Warrants on January 23, 2026, with an exercise price of $
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $
Class H Common Stock Warrants
On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
As a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset from $
On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $
The exercise price of the Class H Common Stock Warrants was reset from $
14
Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class H Common Stock Warrants, which resulted in a reduction to the exercise price from $
Class I Common Stock Warrants
On September 11, 2025 in connection with the Class H Warrant Inducement (see Note 5), the Company issued Class I Common Stock Warrants to purchase up to
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
On January 23, 2026, in connection with the Class I Warrant Inducement, there were
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
The 2026 Reverse Split on January 28, 2026 also triggered an exercise price adjustment per the terms of the Class I Common Stock Warrants, which resulted in a reduction to the exercise price from $
Class J Common Stock Warrants
On January 23, 2026 in connection with the Class I Warrant Inducement (see Note 5), the Company issued Class J Common Stock Warrants to purchase up to
Volatility |
|
|
% |
|
Expected term (years) |
|
|
|
|
Risk-free interest rate |
|
|
% |
|
Expected dividend yield |
|
|
% |
Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class J Common Stock Warrants, which resulted in a reduction to the exercise price from $
15
10. Income Taxes
The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax loss and other comprehensive loss. The Company did not record a provision or benefit for income taxes during the three months ended March 31, 2026 and 2025, respectively.
The Company incurred taxable losses in 2025 and projects further taxable losses for 2026. The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets.
11. Segment Information
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of
The CODM of the Company is the .
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Segment operating expenses: |
|
|
|
|
|
|
||
Research and development: |
|
|
|
|
|
|
||
GEM-AKI program expenses |
|
$ |
( |
) |
|
$ |
( |
) |
GEM-CKD program expenses |
|
|
( |
) |
|
|
( |
) |
GEM-AKI manufacturing expenses |
|
|
( |
) |
|
|
|
|
Other expenses(1) |
|
|
( |
) |
|
|
( |
) |
Personnel expenses (including stock-based compensation) |
|
|
( |
) |
|
|
( |
) |
General and administrative |
|
|
( |
) |
|
|
( |
) |
Change in fair value of warrant liability |
|
|
|
|
|
|
||
Other income (expense), net(2) |
|
|
|
|
|
|
||
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
(1) |
Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs. |
(2) |
Interest income from our cash balances in savings accounts and foreign currency transaction gains and losses. |
12. Subsequent Events
2026 Equity Inducement Plan
On April 5, 2026, the Board of Directors of the Company adopted the Revelation Biosciences, Inc. 2026 Equity Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of stock options, restricted stock awards, restricted stock units, and other stock based awards. The Inducement Plan is intended to be used exclusively for grants of equity awards to new employees as an inducement material to entering into employment with the Company. The maximum number of shares of common stock reserved for issuance under the Inducement Plan is
16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion of our financial condition and results of operations in conjunction with our audited financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, the Company’s Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s registration statements filed under the Securities Act of 1933, as amended, particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.
Overview
Revelation is a clinical-stage life science company developing innovative solutions to treat acute and chronic disease. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD, an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury; and GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease (together the “Product Candidates”).
Since our inception, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of the Product Candidates.
We have funded our operations since our inception to March 31, 2026 through the issuance and sale of our capital stock, from which we have raised net proceeds of $75.9 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one-year after the date that our unaudited condensed consolidated financial statements for March 31, 2026 were issued, which raises substantial doubt about our ability to continue as a going concern.
We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.
We have incurred recurring losses since our inception, including a net loss of $3.0 million for the three months ended March 31, 2026 and $2.1 million for the three months ended March 31, 2025. As of March 31, 2026 we had an accumulated deficit of $52.4 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:
Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical studies and our expenditures on other research and development activities.
We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. Accordingly, until such time as we can generate significant revenue from sales of Product Candidates
17
or other product candidates, if ever, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.
Recent Developments
Reverse Stock Splits
On January 28, 2026, the Company effected a 1-for-4 reverse stock split of our outstanding shares of common stock, which had been approved at the 2025 annual meeting of stockholders on June 23, 2025. All share numbers included herein have been adjusted to reflect this reverse split.
Class I Warrant Inducement
On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $8.80 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Company received net proceeds of approximately $6.7 million from the warrant exercises.
Research and Development
Research and development expenses consist primarily of costs incurred for the development of our product candidates. Our research and development expenses consist primarily of external costs related to clinical development, costs related to contract research organizations, costs related to consultants, costs related to acquiring and manufacturing clinical study materials, costs related to contract manufacturing organizations and other vendors, costs related to the preparation of regulatory submissions, costs related to laboratory supplies and services, and personnel costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in research and development efforts.
We expense all research and development expenses in the periods in which they are incurred. We accrue for costs incurred as the services are being provided by monitoring the status of specific activities and the invoices received from our external service providers. We adjust our accrual as actual costs become known.
We expect our research and development expenses to increase substantially for the foreseeable future as we continue the development of Product Candidates and continue to invest in research and development activities. The process of conducting the necessary clinical research and product development to obtain regulatory approval is costly and time consuming, and the successful development of Product Candidates and any future product candidates is highly uncertain. To the extent that our product candidates continue to advance into larger and later stage clinical studies, our expenses will increase substantially and may become more variable.
The actual probability of success for Product Candidates or any future product candidate may be affected by a variety of factors, including the safety and efficacy of our product candidates, investment in our clinical programs, manufacturing capability, regulatory and staffing developments at the FDA and competition with other products. As a result, we are unable to determine the timing of initiation, duration and completion costs of our research and development efforts or when and to what extent we will generate revenue from the commercialization and sale of Product Candidates or any future product candidate.
18
General and Administrative
Our general and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including financial advisory, legal, human resource, audit and accounting services and consulting costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in executive, finance and other administrative functions. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities. We also anticipate increased expenses as we continue to operate as a public company, including increased expenses related to financial advisory services, audit, legal, regulatory, investor relations costs, director and officer insurance premiums associated with maintaining compliance with exchange listing and SEC requirements.
Other Income (Expense), Net
Other income (expense), net primarily consists of interest income from our cash balances in savings accounts and foreign currency transaction gains and losses.
Results of Operations
The following table summarizes our results of operations for the periods presented:
|
|
Three Months Ended |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
Operating expenses: |
|
|
|
|
|
|
|
|
|
|||
Research and development |
|
$ |
1,376,861 |
|
|
$ |
858,830 |
|
|
$ |
518,031 |
|
General and administrative |
|
|
1,715,639 |
|
|
|
1,236,157 |
|
|
|
479,482 |
|
Total operating expenses |
|
|
3,092,500 |
|
|
|
2,094,987 |
|
|
|
997,513 |
|
Loss from operations |
|
|
(3,092,500 |
) |
|
|
(2,094,987 |
) |
|
|
(997,513 |
) |
Total other income (expense), net |
|
|
83,449 |
|
|
|
43,902 |
|
|
|
39,547 |
|
Net loss |
|
$ |
(3,009,051 |
) |
|
$ |
(2,051,085 |
) |
|
$ |
(957,966 |
) |
Research and Development Expenses
The following table summarizes our research and development expenses for the periods presented:
|
|
Three Months Ended |
|
|||||||||
|
|
2026 |
|
|
2025 |
|
|
Change |
|
|||
GEM-AKI program expenses |
|
$ |
304,223 |
|
|
$ |
235,289 |
|
|
$ |
68,934 |
|
GEM-CKD program expenses |
|
|
67,123 |
|
|
|
235,289 |
|
|
|
(168,166 |
) |
GEM-AKI manufacturing expenses |
|
|
314,304 |
|
|
|
— |
|
|
|
314,304 |
|
Other expenses |
|
|
179,588 |
|
|
|
23,613 |
|
|
|
155,975 |
|
Personnel expenses (including stock-based compensation) |
|
|
511,623 |
|
|
|
364,639 |
|
|
|
146,984 |
|
Total research and development expenses |
|
$ |
1,376,861 |
|
|
$ |
858,830 |
|
|
$ |
518,031 |
|
Research and development expenses increased by $0.5 million, from $0.9 million for the three months ended March 31, 2025 to $1.4 million for the three months ended March 31, 2026. The increase was primarily due to increases of $0.1 million in program expenses related to GEM-AKI, $0.3 million in manufacturing expenses related to GEM-AKI, $0.2 million of other expenses related to the new facility, and $0.1 million in personnel expenses, offset by a $0.2 million decrease in program expenses related to GEM-CKD.
General and Administrative Expenses
General and administrative expenses increased by $0.5 million, from $1.2 million for the three months ended March 31, 2025 to $1.7 million for the three months ended March 31, 2026. The increase was primarily due to increases of $0.3 million in personnel expenses, including stock-based compensation, and $0.2 million in professional fees and costs related to the new facility lease.
Other Income (Expense), Net
Other income (expense), net, was income of less than $0.1 million for both the three months ended March 31, 2026 and 2025 and related primarily to interest income from our cash balances in savings accounts and foreign currency transaction gains and losses.
19
Liquidity and Capital Resources
Since our inception to March 31, 2026, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $75.9 million. As of March 31, 2026, we had available cash and cash equivalents of $14.1 million and an accumulated deficit of $52.4 million.
Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our Product Candidates or other product candidates. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.
We expect to continue to generate substantial operating losses for the foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of our current financial resources and through additional raises of capital.
To the extent that we raise additional capital through partnerships or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical studies or preclinical studies, research and development programs or commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.
Going Concern
We have incurred recurring losses since our inception, including a net loss of $3.0 million for the three months ended March 31, 2026. As of March 31, 2026 we had an accumulated deficit of $52.4 million, a stockholders’ equity of $13.0 million and available cash and cash equivalents of $14.1 million. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for the Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that our unaudited financial statements for March 31, 2026 were issued, which raises substantial doubt about our ability to continue as a going concern.
To continue as a going concern, we will need, among other things, to raise additional capital resources. We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.
The unaudited condensed consolidated financial statements for March 31, 2026, have been prepared on the basis that we will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for us to continue as a going concern.
20
Cash Flows
The following table summarizes our cash flows for the periods presented:
|
|
Three Months Ended |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Net cash used in operating activities |
|
$ |
(3,214,851 |
) |
|
$ |
(2,794,407 |
) |
Net cash used in investing activities |
|
|
(71,879 |
) |
|
|
— |
|
Net cash provided by financing activities |
|
|
6,699,814 |
|
|
|
— |
|
Net (decrease) increase in cash and cash equivalents |
|
$ |
3,413,084 |
|
|
$ |
(2,794,407 |
) |
Net Cash Used in Operating Activities
During the three months ended March 31, 2026, net cash used in operating activities was $3.2 million, which consisted of a net loss of $3.0 million, adjusted for non-cash items of $0.5 million, including stock-based compensation expense, non-cash lease expense and depreciation expense, and a net change of $0.7 million in our net operating assets and liabilities.
During the three months ended March 31, 2025, net cash used in operating activities was $2.8 million, which consisted of a net loss of $2.1 million, adjusted for non-cash items of $0.2 million, including the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense, and a net change of $1.0 million in our net operating assets and liabilities.
Net Cash Used in Investing Activities
During the three months ended March 31, 2026, net cash used in investing activities consisted of the purchase of property and equipment.
During the three months ended March 31, 2025, there was no net cash provided by or used in investing activities.
Net Cash Provided by Financing Activities
During the three months ended March 31, 2026, net cash provided by financing activities was $6.7 million and was due to net proceeds received from the Class I Warrant Inducement in January 2026.
During the three months ended March 31, 2025, there was no net cash provided by financing activities.
Contractual Obligations and Other Commitments
We enter into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. We believe that our non-cancelable obligations under these agreements are not material.
Off-Balance Sheet Arrangements
As of March 31, 2026, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.
Quantitative and Qualitative Disclosure about Market Risk
We are exposed to market risks in the ordinary course of our business.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”). The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on our consolidated financial statements. As of March 31, 2026, there have been no material changes to our existing critical accounting policies and estimates discussed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.
21
Recent Accounting Pronouncements
See Note 2 to our unaudited condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition or results of operations.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of March 31, 2026, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II—OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Our business is subject to various risks, including those described below and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
If Revelation is not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our common stock and public warrants.
Revelation’s common stock and Public Warrants are listed on the Nasdaq Capital Market listing tier (“Nasdaq Capital Market”) under the symbols “REVB” and “REVBW,” respectively. If Nasdaq delists the Revelation common stock and Public Warrants from trading on its exchange for failure to meet the listing standards such as the minimum public stockholders equity requirement, minimum bid price, minimum market value of publicly-held shares, for failure to hold an annual stockholders meeting, or any other listing standards, we and our stockholders could face significant material adverse consequences including:
22
Nasdaq has proposed, but the SEC has not yet approved, a rule that would require automatic delisting if the market value of a company's listed securities remains below $5 million for 30 consecutive business days. The proposal would eliminate any cure period, preclude any automatic stay of suspension pending an appeal, and result in an immediate trading suspension upon Nasdaq's determination of non-compliance. The SEC has instituted formal proceedings to determine whether to approve or disapprove the proposed rule change, which remains pending as of the date of this filing. If adopted in its current form, this rule could materially increase the risk that our common stock is delisted, which would substantially reduce liquidity and market value.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
Not applicable.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026,
Item 6. Exhibits, Financial Statement Schedules.
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
EXHIBIT |
|
DESCRIPTION |
3.1*
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Amendment to the Third Amended and Restated Certificate of Incorporation, effective January 28, 2026 |
10.1(1) |
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10.2(1) |
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31.1* |
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31.2* |
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32.1* |
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32.2* |
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23
101.INS* |
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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 Schema 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) |
(1)
|
Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-8 filed on April 15, 2026. |
* |
Filed herewith. |
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
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REVELATION BIOSCIENCES, INC. |
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Date: May 7, 2026 |
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By: |
/s/ James Rolke |
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James Rolke |
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Chief Executive Officer |
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(principal executive officer) |
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Date: May 7, 2026 |
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By: |
/s/ Chester S. Zygmont, III |
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Chester S. Zygmont, III |
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|
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Chief Financial Officer |
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|
|
(principal financial and accounting officer) |
24
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, January 17, 2025, 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 January 28, 2026 (the “Effective Time”) of this Certificate of Amendment pursuant to the Section 242 of the General Corporation Law of the State of Delaware, each four (4) 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 up 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 January 28, 2026.
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 23rd day of January, 2026.
REVELATION BIOSCIENCES, INC.
By: /s/ Chester S. Zygmont, III
Name: Chester S. Zygmont, III Title: Chief Financial Officer
Exhibit 31.1
REVELATION BIOSCIENCES, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, James Rolke, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Revelation Biosciences, Inc.; |
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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; |
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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; |
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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: |
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(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; |
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(b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(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 |
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(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 |
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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): |
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(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 |
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(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 |
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James Rolke |
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Chief Executive Officer and Director |
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(Principal Executive Officer) |
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Date: |
May 7, 2026 |
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Exhibit 31.2
REVELATION BIOSCIENCES, INC.
CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Chester S. Zygmont, III, certify that:
1. |
I have reviewed this quarterly report on Form 10-Q of Revelation Biosciences, Inc.; |
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|
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; |
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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; |
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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: |
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(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; |
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(b) |
designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
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(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 |
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(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 |
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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): |
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(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 |
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(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/ Chester S. Zygmont, III |
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Chester S. Zygmont, III |
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Chief Financial Officer |
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(Principal Financial Officer and |
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Date: |
May 7, 2026 |
|
Exhibit 32.1
REVELATION BIOSCIENCES, INC.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Revelation Biosciences, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
By: |
/s/ James Rolke |
|
|
James Rolke |
|
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Chief Executive Officer and Director |
|
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(Principal Executive Officer) |
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Date: |
May 7, 2026 |
|
Exhibit 32.2
REVELATION BIOSCIENCES, INC.
CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with this Quarterly Report on Form 10-Q of Revelation Biosciences, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
By: |
/s/ Chester S. Zygmont, III |
|
|
Chester S. Zygmont, III |
|
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Chief Financial Officer |
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(Principal Financial Officer and |
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Date: |
May 7, 2026 |
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