Revelation Biosciences, Inc 10-Q for FY2024 Q3

Revelation Biosciences, Inc. (REVB)

10-Q 2024-11-08 For: 2024-09-30

Added on April 10, 2026

About this 10-Q

Revelation Biosciences, Inc filed this 10-Q on November 8, 2024, covering the quarter ended September 30, 2024 (FY2024 Q3).

Headline figures

Quarter ended September 30, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.24M; compared with a net loss of $2.63M a year earlier
Diluted EPS: -$0.84; compared with -$9.94 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 1/1,050th share of common stock at an exercise price of $12,075.00 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	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION	30

Item 1.	Legal Proceedings	30
Item 1A.	Risk Factors	31
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults Upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	32
Signatures		33


	September 30, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	6,541,052		$	11,991,701
Deferred offering costs		—			71,133
Prepaid expenses and other current assets		117,846			84,691
Total current assets		6,658,898			12,147,525
Property and equipment, net		81,242			65,084
Total assets	$	6,740,140		$	12,212,609
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	3,127,348		$	1,359,898
Accrued expenses		934,372			1,152,460
Deferred underwriting commissions		—			2,911,260
Warrant liability		4,803			141,276
Total current liabilities		4,066,523			5,564,894
Total liabilities		4,066,523			5,564,894
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Common Stock, $0.001 par value; 500,000,000 shares authorized at September 30, 2024 and December 31, 2023 and 4,292,455 and 264,537 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		4,292			265
Additional paid-in-capital		41,449,244			32,114,552
Accumulated deficit		(38,779,919	)		(25,467,102	)
Total stockholders’ equity		2,673,617			6,647,715
Total liabilities and stockholders’ equity	$	6,740,140		$	12,212,609


☒	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 September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Operating expenses:
Research and development	$	830,981		$	1,651,367		$	2,943,492		$	3,085,918
General and administrative		965,705			1,126,530			3,277,729			3,244,856
Total operating expenses		1,796,686			2,777,897			6,221,221			6,330,774
Loss from operations		(1,796,686	)		(2,777,897	)		(6,221,221	)		(6,330,774	)
Other (expense) income:
Change in fair value of warrant liability		6,041			92,561			78,884			8,260,735
Other (expense) income, net		(450,920	)		56,960			(7,170,480	)		152,688
Total other (expense) income, net		(444,879	)		149,521			(7,091,596	)		8,413,423
Net (loss) earnings	$	(2,241,565	)	$	(2,628,376	)	$	(13,312,817	)	$	2,082,649

Net (loss) earnings per share, basic	$	(0.84	)	$	(9.94	)	$	(7.38	)	$	9.62
Weighted-average shares used to compute net (loss) earnings per share, basic		2,679,941			264,537			1,804,875			216,544

Net (loss) earnings per share, diluted	$	(0.84	)	$	(9.94	)	$	(7.38	)	$	9.38
Weighted-average shares used to compute net (loss) earnings per share, diluted		2,679,941			264,537			1,804,875			222,110


	Series A Preferred Stock					Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2022		1		$	—		77,375	$	77	$	26,399,224		$	(25,346,848	)	$	1,052,453
Redemption of Series A Preferred Stock		(1	)		—		—		—		—			—			—
Issuance of common stock from the February 2023 Public Offering		—			—		96,287		96		33,378			—			33,474
Class C Pre-Funded Warrants exercise		—			—		6,434		7		12			—			19
Alternative cashless exercise of Class C Common Stock Warrants		—			—		32,190		32		2,740,378			—			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		—		$	—		212,286	$	212	$	29,205,087		$	(19,187,653	)	$	10,017,646
Class C Pre-Funded Warrants exercise		—			—		4,780		5		10			—			15
Alternative cashless exercise of Class C Common Stock Warrants		—			—		47,331		47		2,785,830			—			2,785,877
RSU awards issued		—			—		140		1		(1	)		—			—
Stock-based compensation expense		—			—		—		—		59,435			—			59,435
Net loss		—			—		—		—		—			(1,448,170	)		(1,448,170	)
Balance as of June 30, 2023		—		$	—		264,537	$	265	$	32,050,361		$	(20,635,823	)	$	11,414,803
Stock-based compensation expense		—			—		—		—		32,096			—			32,096
Net loss		—			—		—		—		—			(2,628,376	)		(2,628,376	)
Balance as of September 30, 2023		—		$	—		264,537	$	265	$	32,082,457		$	(23,264,199	)	$	8,818,523

Balance at December 31, 2023		—		$	—		264,537	$	265	$	32,114,552		$	(25,467,102	)	$	6,647,715
Issuance of common stock from the February 2024 Public Offering		—			—		128,470		128		5,416,925			—			5,417,053
Class D Pre-Funded Warrants exercise		—			—		1,236,530		1,237		(1,110	)		—			127
Alternative cashless exercise of Class C Common Stock Warrants		—			—		3,398		3		57,586			—			57,589
Stock-based compensation expense		—			—		—		—		32,094			—			32,094
Net loss		—			—		—		—		—			(2,681,433	)		(2,681,433	)
Balance as of March 31, 2024		—		$	—		1,632,935	$	1,633	$	37,620,047		$	(28,148,535	)	$	9,473,145
Common stock issued for services		—			—		10,460		10		24,990			—			25,000
Stock-based compensation expense		—			—		—		—		32,095			—			32,095
Net loss		—			—		—		—		—			(8,389,819	)		(8,389,819	)
Balance as of June 30, 2024		—		$	—		1,643,395	$	1,643	$	37,677,132		$	(36,538,354	)	$	1,140,421
Class D Common Stock Warrants exercises		—			—		101,000		101		241,289			—			241,390
Warrant Inducement exercises		—			—		2,548,060		2,548		3,498,728			—			3,501,276
Stock-based compensation expense		—			—		—		—		32,095			—			32,095
Net loss		—			—		—		—		—			(2,241,565	)		(2,241,565	)
Balance as of September 30, 2024		—		$	—		4,292,455	$	4,292	$	41,449,244		$	(38,779,919	)	$	2,673,617


	September 30, 2024		December 31, 2023
Prepaid insurance costs	$	42,995	$	55,215
Other prepaid expenses & current assets		74,851		29,476
Total prepaid expenses & current assets	$	117,846	$	84,691


	September 30, 2024			December 31, 2023
Lab equipment	$	168,823		$	131,963
Total property and equipment, gross		168,823			131,963
Accumulated depreciation		(87,581	)		(66,879	)
Total property and equipment, net	$	81,242		$	65,084


	September 30, 2024		December 31, 2023
Accrued payroll and related expenses	$	680,539	$	768,720
Accrued clinical study expenses		179,331		10,268
Accrued professional fees		18,075		219,888
Accrued clinical development costs		56,427		153,584
Total accrued expenses	$	934,372	$	1,152,460


	September 30, 2024		September 30, 2023
Public Warrants (exercise price of $12,075.00 per share)		10,012		10,012
Class A Common Stock Warrants (exercise price of $3,454.50 per share)		2,464		2,464
Class A Placement Agent Common Stock Warrants (exercise price of $3,454.50 per share)		345		345
Class B Common Stock Warrants (exercise price of $630.00 per share)		7,937		7,937
Class B Placement Agent Common Stock Warrants (exercise price of $787.50 per share)		556		556
Class C Common Stock Warrants (exercise price of $1.00 per share)		7,746		16,239
Class D Common Stock Warrants (exercise price of $1.00 per share)		80,940		—
Class E Common Stock Warrants (exercise price of $1.00 per share)		5,096,120		—
Rollover Warrants (exercise price of $2,816.92 per share)		155		155
Rollover RSU awards outstanding		94		94
Stock options outstanding (minimum exercise price $35.70)		946		1,157
Shares reserved for issuance		5,207,315		38,959
Shares available for future stock grants under the 2021 Equity Incentive Plan		162,348		1,119
Total common stock reserved for issuance		5,369,663		40,078


	Shares			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (Years)
Outstanding at December 31, 2023		1,157		$	285.47
Granted		—			—
Exercised		—			—
Expired and forfeited		(211	)		35.70
Outstanding at September 30, 2024		946		$	341.18		6.9
Exercisable at September 30, 2024		896		$	278.19		6.9


Volatility	144.2	%
Expected term (years)	5.04
Risk-free interest rate	3.60	%
Expected dividend yield	0.0	%


	Three Months Ended September 30,								Nine Months Ended September 30,
	2024			2023		Change			2024		2023		Change
GEM-PSI and GEM-AKI clinical study expenses	$	246,801		$	66,721	$	180,080		$	1,511,435	$	66,721	$	1,444,714
Manufacturing expenses		263,225			183,253		79,972			299,393		693,759		(394,366	)
Other program expenses		(15,279	)		1,108,558		(1,123,837	)		86,189		1,651,297		(1,565,108	)
Other expenses		26,623			85,764		(59,141	)		126,350		206,303		(79,953	)
Personnel expenses (including stock-based compensation)		309,611			207,071		102,540			920,125		467,838		452,287
Total research and development expenses	$	830,981		$	1,651,367	$	(820,386	)	$	2,943,492	$	3,085,918	$	(142,426	)


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	10,700	$	—	$	—	$	—	$	10,700
Total contractual obligations	$	10,700	$	—	$	—	$	—	$	10,700


EXHIBIT		DESCRIPTION
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.


	REVELATION BIOSCIENCES, INC.

Date: November 8, 2024	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: November 8, 2024	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)	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;

	(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:	November 8, 2024