Revelation Biosciences (REVB) 8-KRevelation Biosciences Inc. Announces FDA Acceptance of Gemini IND

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

REVELATION BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On December 3, 2024, Revelation Biosciences, Inc. (the “Company”) entered into warrant exercise inducement offer letters (the “Inducement Letters”) with certain holders (the “Holders”) of its existing Class E Common Stock Warrants exercisable for an aggregate of 4,064,040 shares of its common stock (collectively, the “Existing Warrants”), to exercise their warrants at an exercise price of $1.00 per share, in exchange for the Company’s agreement to issue new 4,064,040 Class F Common Stock Warrants and 6,096,060 Class G Common Stock Warrants for each Existing Warrant they exercised (the “Inducement Warrants”) as described below. The aggregate gross proceeds from the exercise of the Existing Warrants, as described below, is approximately $4.1 million, before deducting financial advisory fees. The issuance of the Inducement Warrants was structured as an at-market transaction under Nasdaq rules.

The Company intends to use the net proceeds from the warrant exercises in connection with its clinical trials with respect to further the development of GEM-AKI, GEM-CKD and GEM-PSI, including (i) conducting, a planned Phase 1b clinical study for GEM-AKI in CKD patients, (ii) necessary preclinical work for GEM-CKD, (iii) continue to develop other products and therapies, and (iv) fund working capital and general corporate purposes using any remaining amounts.

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-281909), which was declared effective by the Securities and Exchange Commission (the “SEC”) on September 12, 2024.

In consideration for the immediate exercise of the Existing Warrants for cash, the exercising holders received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Class F Common Stock Warrants have an exercise price of $1.00 per share, are not exercisable until stockholder approval and will be exercisable for two years from the date of stockholder approval. The Class F Common Stock Warrants have an alternative cashless exercise provision that allows the holder thereof to receive two shares of common stock without payment of the exercise price. The Class G Common Stock Warrants have an exercise price of $1.00 per share, are not exercisable until stockholder approval and will be exercisable for five years from the date of stockholder approval. The Class G Common Stock Warrants have antidilutive provisions.

The Inducement Warrants and the shares of common stock underlying the Inducement Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within twenty days of the closing to register the resale of the shares of common stock underlying the Inducement Warrants.

In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated November 20, 2024, with Roth Capital Partners, LLC (“Roth”), pursuant to which the Company has agreed to pay Roth a cash fee of approximately $325,123 for its services, in addition to reimbursement for certain expenses.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the Inducement Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Inducement Warrants pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Inducement Warrants under Item 1.01 of this Form 8-K is incorporated herein by reference. The form of the Inducement Warrants are filed as Exhibit 4.1 and Exhibit 4.2 to this Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required, the information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.

Item 8.01 Other Events.

On December 2, 2024, Revelation Biosciences, Inc. (the “Company”) issued a press release titled “Announces FDA Acceptance of Gemini IND.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in Item 8.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.