Revelation Biosciences, Inc 10-Q for FY2024 Q1

Revelation Biosciences, Inc. (REVB)

10-Q 2024-05-10 For: 2024-03-31

Added on April 10, 2026

About this 10-Q

Revelation Biosciences, Inc filed this 10-Q on May 10, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).

Headline figures

Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $2.68M; compared with net income of $6.16M a year earlier
Diluted EPS: -$2.46; compared with $37.07 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	3
Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	5
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		30


	March 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	14,551,740		$	11,991,701
Deferred offering costs		—			71,133
Prepaid expenses and other current assets		71,876			84,691
Total current assets		14,623,616			12,147,525
Property and equipment, net		77,994			65,084
Total assets	$	14,701,610		$	12,212,609
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,681,665		$	1,359,898
Accrued expenses		620,280			1,152,460
Deferred underwriting commissions		2,911,260			2,911,260
Warrant liability		15,260			141,276
Total current liabilities		5,228,465			5,564,894
Total liabilities		5,228,465			5,564,894
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Common Stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023 and 1,632,935 and 264,537 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		1,633			265
Additional paid-in-capital		37,620,047			32,114,552
Accumulated deficit		(28,148,535	)		(25,467,102	)
Total stockholders’ equity		9,473,145			6,647,715
Total liabilities and stockholders’ equity	$	14,701,610		$	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 March 31,
	2024			2023
Operating expenses:
Research and development	$	717,582		$	525,273
General and administrative		1,184,556			1,094,574
Total operating expenses		1,902,138			1,619,847
Loss from operations		(1,902,138	)		(1,619,847	)
Other (expense) income:
Change in fair value of warrant liability		68,427			7,744,935
Other (expense) income, net		(847,722	)		34,107
Total other (expense) income, net		(779,295	)		7,779,042
Net (loss) earnings	$	(2,681,433	)	$	6,159,195

Net (loss) earnings per share, basic	$	(2.46	)	$	45.52
Weighted-average shares used to compute net (loss) earnings per share, basic		1,089,833			135,305

Net (loss) earnings per share, diluted	$	(2.46	)	$	37.07
Weighted-average shares used to compute net (loss) earnings per share, diluted		1,089,833			166,144


	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

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


	March 31, 2024		December 31, 2023
Prepaid insurance costs	$	3,900	$	55,215
Other prepaid expenses & current assets		67,976		29,476
Total prepaid expenses & current assets	$	71,876	$	84,691


	March 31, 2024			December 31, 2023
Lab equipment	$	151,135		$	131,963
Total property and equipment, gross		151,135			131,963
Accumulated depreciation		(73,141	)		(66,879	)
Total property and equipment, net	$	77,994		$	65,084


	March 31, 2024		December 31, 2023
Accrued payroll and related expenses	$	242,841	$	768,720
Accrued clinical study expenses		56,414		10,268
Accrued professional fees		225,137		219,888
Accrued clinical development costs		95,888		153,584
Total accrued expenses	$	620,280	$	1,152,460


	March 31, 2024		March 31, 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 Pre-Funded Warrants (exercise price of $0.0030 per share)		—		4,780
Class C Common Stock Warrants (exercise price of $160.80 per share)		7,746		134,516
Rollover Warrants (exercise price of $2,816.92 per share)		155		155
Rollover RSU awards outstanding		94		244
Stock options outstanding		1,157		321
Shares reserved for issuance		30,466		161,330
Shares available for future stock grants under the 2021 Equity Incentive Plan		20,466		1,957
Total common stock reserved for issuance		50,932		163,287


	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		—		—
Outstanding at March 31, 2024		1,157	$	285.47		7.7
Exercisable at March 31, 2024		1,091	$	213.81		7.7


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



	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	42,800	$	—	$	—	$	—	$	42,800
Total contractual obligations	$	42,800	$	—	$	—	$	—	$	42,800


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: May 10, 2024	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: May 10, 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)	Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

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

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

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

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

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


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

Date:	May 10, 2024