Revelation Biosciences, Inc 10-Q for FY2022 Q1

Revelation Biosciences, Inc. (REVB)

10-Q 2022-05-16 For: 2022-03-31

Added on April 10, 2026

About this 10-Q

Revelation Biosciences, Inc filed this 10-Q on May 16, 2022, covering the quarter ended March 31, 2022 (FY2022 Q1).

Headline figures

Quarter ended March 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net loss: $6.62M; compared with a net loss of $2.61M a year earlier

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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
Units, each consisting of one share of common stock and one redeemable warrant	REVBU	The Nasdaq Stock Market LLC
Common stock, par value $0.001 per share	REVB	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share	REVBW	The Nasdaq Stock Market LLC


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


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements (unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statement 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	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II.	OTHER INFORMATION	26

Item 1.	Legal Proceedings	26
Item 1A.	Risk Factors	26
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26
Item 3.	Defaults Upon Senior Securities	26
Item 4.	Mine Safety Disclosures	26
Item 5.	Other Information	27
Item 6.	Exhibits	27
Signatures		28


	March 31, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	7,186,261		$	1,274,729
Prepaid expenses and other current assets		684,780			637,342
Total current assets		7,871,041			1,912,071
Property and equipment, net		108,919			115,181
Right-of-use lease asset		—			14,960
Total assets	$	7,979,960		$	2,042,212
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,460,845		$	596,261
Accrued expenses		3,706,366			1,528,669
Lease liability		—			16,752
Deferred underwriting commissions		2,911,260			—
Total current liabilities		8,078,471			2,141,682
Total liabilities		8,078,471			2,141,682
Commitments and Contingencies (Note 5)
STOCKHOLDERS’ EQUITY (DEFICIT)
Series A Preferred Stock, $0.001 par value; zero and 628,930 shares authorized, issued and outstanding at March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $3,999,995 at March 31, 2022 and December 31, 2021, respectively		—			3,903,730
Series A-1 Preferred Stock, $0.001 par value; zero and 1,100,000 shares authorized and zero and 684,450 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $4,353,102 at March 31, 2022 and December 31, 2021, respectively		—			3,578,197
Common Stock, $0.001 par value; 100,000,000 and 29,977,303 shares authorized and 15,082,771 and 12,944,213 issued and outstanding at March 31, 2022 and December 31, 2021, respectively		15,083			2,309
Additional paid-in-capital		21,020,246			6,933,593
Accumulated deficit		(21,133,840	)		(14,517,299	)
Total stockholders’ equity (deficit)		(98,511	)		(99,470	)
Total liabilities and stockholders’ equity (deficit)	$	7,979,960		$	2,042,212


☒	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,
	2022			2021
Operating expenses:
Research and development	$	3,680,280		$	1,557,039
General and administrative		2,906,020			1,050,672
Total operating expenses		6,586,300			2,607,711
Loss from operations		(6,586,300	)		(2,607,711	)
Other income (expense):
Other income (expense)		(30,241	)		(4,642	)
Total other income (expense), net		(30,241	)		(4,642	)
Net loss	$	(6,616,541	)	$	(2,612,353	)

Net loss per share, basic and diluted	$	(0.47	)	$	(0.42	)
Weighted-average shares used to compute net loss per share, basic and diluted		14,201,955			6,290,262


	Series A Preferred Stock							Series A-1 Preferred Stock							Common Stock								Additional Paid-in				Accumulated				Total Stockholders’ Equity
	Shares				Amount			Shares				Amount			Shares				Amount				Capital				Deficit				(Deficit)
Balance as of December 31, 2020		628,930			$	403,733			—			$	—			2,293,154			$	2,293			$	5,536,060			$	(2,530,462	)		$	3,411,624
Issuance of common stock		—				—			—				—			15,723				16				99,982				—				99,998
Issuance of Series A-1 Preferred Stock, net of issuance costs		—				—			684,450				3,904,872			—				—				—				—				3,904,872
Issuance of Warrants in connection with the issuance of the Series A-1 Preferred Stock		—				—			—				(326,675	)		—				—				326,675				—				—
Payment for Series A Preferred Stock subscribed		—				3,499,997			—				—			—				—				—				—				3,499,997
Payment for common stock subscribed		—				—			—				—			—				—				499,998				—				499,998
Stock-based compensation expense		—				—			—				—			—				—				102,325				—				102,325
Net loss		—				—			—				—			—				—				—				(2,612,353	)			(2,612,353	)
Balance as of March 31, 2021		628,930			$	3,903,730			684,450			$	3,578,197			2,308,877			$	2,309			$	6,565,040			$	(5,142,815	)		$	8,906,461

Balance as of December 31, 2021		628,930			$	3,903,730			684,450			$	3,578,197			2,308,877			$	2,309			$	6,933,593			$	(14,517,299	)		$	(99,470	)
Conversion of Series A Preferred Stock to common stock		(628,930	)			(3,903,730	)		—		—		—			—		—		—		—		—		—		—		—		(3,903,730	)
Conversion of Series A-1 Preferred Stock to common stock		—		—		—			(684,450	)			(3,578,197	)		—		—		—		—		—		—		—		—		(3,578,197	)
Issuance of common stock in connection with the Business Combination, net of issuance costs		—				—			—				—			10,635,336				10,635				14,335,619				—				14,346,254
Equity Issuance for fees in connection with the Business Combination		—				—			—				—			300,000				300				—				—				300
Proceeds from the PIPE Investment, net issuance costs		—				—			—				—			1,293,126				1,293				7,260,926				—				7,262,219
Issuance of Common Warrants in connection with the PIPE Investment - $3,634,262		—				—			—				—			—				—				—				—				—
Issuance of Placement Agent Warrants in connection with PIPE Investment - $508,797		—				—			—				—			—				—				—				—				—
Rollover Warrant exercise		—				—			—				—			1,891				2				5,072				—				5,074
Repurchase for the Forward Share Purchase Agreement exercise		—				—			—				—			(750,000	)			(750	)			(7,651,575	)			—				(7,652,325	)
Pre-Funded Warrants exercise		—				—			—				—			1,293,541				1,294				(1,281	)			—				13
Stock-based compensation expense		—				—			—				—			—				—				137,892				—				137,892
Net loss		—				—			—				—			—				—				—				(6,616,541	)			(6,616,541	)
Balance as of March 31, 2022		—			$	—			—			$	—			15,082,771			$	15,083			$	21,020,246			$	(21,133,840	)		$	(98,511	)


	March 31, 2022		December 31, 2021
Prepaid clinical costs	$	—	$	488,614
Prepaid insurance		618,750		—
Other prepaid expenses & current assets		66,030		148,728
Total prepaid expenses & current assets	$	684,780	$	637,342


	March 31, 2022			December 31, 2021
Lab equipment	$	131,963		$	131,963
Total property and equipment, gross		131,963			131,963
Accumulated depreciation	$	(23,044	)	$	(16,782	)
Total property and equipment, net		108,919			115,181


	March 31, 2022		December 31, 2021
Accrued payroll and related expenses	$	978,343	$	756,729
Accrued clinical study expenses		1,255,901		327,244
Accrued professional fees		848,223		294,130
Accrued clinical development costs		110,566		145,566
Accrued other expenses		—		5,000
Premium Finance Agreement		513,333		—
Total accrued expenses	$	3,706,366	$	1,528,669


	March 31, 2022		March 31, 2021
Series A Preferred Stock		—		1,713,965
Series A-1 Preferred Stock		—		1,865,238
Public Warrants		7,278,151		—
Private Warrants		3,233,446		—
Common Warrants		2,586,667		—
Placement Agent Warrants		362,134		—
Rollover Warrants		165,976		167,867
Unvested and unissued Rollover RSU awards		460,706		460,706
Stock options outstanding		354,452		—
Dilutive shares reserved for issuance		14,441,532		4,207,776
Shares available for future stock grants under the 2021 Equity Incentive Plan		939,969		—
Total common stock reserved for issuance		15,381,501		4,207,776


Volatility	70.5	%
Expected term (years)	6.11
Risk-free interest rate	1.92
Expected dividend yield	0.0


	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021
General and administrative	$	80,084		94,040
Research and development		57,808		8,285
Total stock-based compensation expense	$	137,892		102,325


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	51,578	$	—	$	—	$	—	$	51,578
Premium Finance Agreement (D&O Insurance)		520,999								520,999
Total contractual obligations	$	572,577	$	—	$	—	$	—	$	572,577


Period	Total number of shares purchased	Average price paid per share	Total number of shares purchased as part of publicly announced plans or programs	Maximum number of shares that may yet be purchased under the plans or programs
January 1, 2022 to January 31, 2022	–	–	–	–
February 1, 2022 to February 28, 2022	750,000(1)	$ 10.2031	750,000	–
March 1, 2022 to March 31, 2022	–	–	–	–
Total	750,000	$ 10.2031	750,000	–


Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because 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 (embedded within the Inline XBRL document)


	REVELATION BIOSCIENCES, INC.

Date: May 13, 2022	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: May 13, 2022	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting officer)


	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021			Change
Operating expenses:
Research and development	$	3,680,280		$	1,557,039		$	2,123,241
General and administrative		2,906,020			1,050,672			1,855,348
Total operating expenses		6,586,300			2,607,711			3,978,589
Loss from operations		(6,586,300	)		(2,607,711	)		(3,978,589	)
Other income (expense), net		(30,241	)		(4,642	)		(25,599	)
Net loss	$	(6,616,541	)	$	(2,612,353	)	$	(4,004,188	)


	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021
Net cash used in operating activities	$	(4,830,066	)	$	(2,382,052	)
Net cash used in investing activities.		—			(99,101	)
Net cash provided by financing activities.		10,741,598			8,004,865
Net increase (decrease) in cash and cash equivalents.	$	5,911,532		$	5,523,712


1.	Shares repurchased as part of the February 4, 2022 exercise of the Forward Share Purchase Agreement dated December 21, 2021, with a total repurchase amount of $7,652,325. The Forward Share Purchase Agreement expired 30 days after the Closing Date of the Business Combination. The shares of common stock repurchased have been retired.


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 13, 2022