Revelation Biosciences Inc. Announces Exercise of Warrants for $11 Million in Gross Proceeds

Rhea-AI Summary

Revelation Biosciences (NASDAQ:REVB) entered a definitive agreement for immediate exercise of outstanding warrants to purchase up to 13,065,000 common shares at a reduced exercise price of $0.86 per share, generating roughly $11 million in gross proceeds. Closing is expected on or about January 26, 2026, subject to customary conditions. In exchange, exercising holders will receive new Class J warrants exercisable into up to 26,130,000 shares at $0.86 per share, exercisable only after stockholder approval and for a five-year term thereafter. The company will file a resale registration on Form S-3 within 20 days of closing.

Positive

• Immediate gross proceeds of approximately $11 million
• New Class J warrants provide deferred exercise funding flexibility
• Company will file a resale registration on Form S-3 within 20 days

Negative

• Immediate issuance of up to 13,065,000 shares causes near-term dilution
• New Class J warrants cover up to 26,130,000 additional shares
• Exercisability of Class J warrants requires stockholder approval, delaying liquidity

News Market Reaction

-24.40% 104.5x vol

37 alerts

-24.40% News Effect

+14.4% Peak Tracked

-52.4% Trough Tracked

-$3M Valuation Impact

$9M Market Cap

104.5x Rel. Volume

On the day this news was published, REVB declined 24.40%, reflecting a significant negative market reaction. Argus tracked a peak move of +14.4% during that session. Argus tracked a trough of -52.4% from its starting point during tracking. Our momentum scanner triggered 37 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $3M from the company's valuation, bringing the market cap to $9M at that time. Trading volume was exceptionally heavy at 104.5x the daily average, suggesting significant selling pressure.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Gross proceeds: $11 million Existing warrants shares: 13,065,000 shares Exercise price: $0.86 per share +5 more

8 metrics

Gross proceeds $11 million Immediate exercise of certain outstanding warrants

Existing warrants shares 13,065,000 shares Common stock issuable upon exercise of Existing Warrants

Exercise price $0.86 per share Reduced exercise price for Existing Warrants and new Class J warrants

New Class J warrant shares 26,130,000 shares Shares underlying new Class J warrants in private placement

Warrant term 5 years Term of exercise after stockholder approval for Class J warrants

Resale registration deadline 20 days Company to file resale Form S-3 within 20 days of closing

Form S-3 file number 333-290309 Effective registration statement covering Existing Warrant shares

Expected closing date January 26, 2026 Target closing date for the warrant exercise transaction

Market Reality Check

Price: $1.90 Vol: Volume 7,915,516 vs 20-da...

high vol

$1.90 Last Close

Volume Volume 7,915,516 vs 20-day avg 760,489 (relative volume 10.41x) ahead of the warrant exercise news. high

Technical Shares trade below the 200-day MA of 3.06 with current price at 0.8544, far under the 19.344 52-week high.

Peers on Argus

REVB was up 1.71% pre-news, while momentum peers DRMA and GLTO showed moves of a...

2 Down

REVB was up 1.71% pre-news, while momentum peers DRMA and GLTO showed moves of about -7.68% and -9.30% respectively, indicating stock-specific factors rather than a sector-wide move.

Previous Offering Reports

3 past events · Latest: Sep 11 (Negative)

Same Type Pattern 3 events

Date	Event	Sentiment	Move	Catalyst
Sep 11	Warrant exercise	Negative	-19.0%	Immediate exercise of warrants generating <b>$9.6M</b> gross proceeds with new Class I warrants.
May 29	Public offering close	Negative	-3.4%	Closing of <b>$4M</b> public offering with shares and five-year warrants at <b>$1.10</b>.
May 29	Public offering pricing	Negative	-54.4%	Pricing of <b>$4M</b> offering with 3.64M shares and 14.56M warrants at <b>$1.10</b>.

Pattern Detected

Past offering-related announcements have been followed by negative price moves, suggesting markets have reacted unfavorably to REVB’s capital-raising events.

Recent Company History

Over the last year, Revelation Biosciences has repeatedly used equity offerings and warrant structures to raise capital. On May 29, 2025, a $4 million public offering with warrants preceded sizable share price declines. On September 11, 2025, a warrant exercise for $9.6 million in gross proceeds again coincided with a negative reaction. Today’s warrant exercise for $11 million fits this ongoing funding pattern.

Historical Comparison

offering

+25.6 %

Average Historical Move

Historical Analysis

REVB has issued 3 offering-related announcements, with an average move of 25.61%. This new $11M warrant exercise continues its pattern of frequent equity-linked financings.

Typical Pattern

Financing has progressed from a $4M public offering to a $9.6M warrant inducement and now another warrant exercise, reinforcing reliance on equity and warrant structures for funding.

Regulatory & Risk Context

Active S-3 Shelf · $28,743,000

Shelf Active

Active S-3 Shelf Registration 2025-09-29

$28,743,000 registered capacity

An amended Form S-3/A dated 2025-09-29 registers shares underlying Class I warrants. The company may receive up to approximately $28,743,000 if all such warrants are exercised for cash, providing additional potential financing capacity beyond the current $11M warrant exercise.

Market Pulse Summary

The stock dropped -24.4% in the session following this news. A negative reaction despite the added c...

Analysis

The stock dropped -24.4% in the session following this news. A negative reaction despite the added cash from this $11M warrant exercise would fit the historical pattern, where past offerings saw declines averaging about 25.61%. Investors have previously reacted unfavorably to dilution and new warrant overhang. The existing shelf capacity of up to $28,743,000 and issuance of 26,130,000 new Class J warrants could reinforce concerns about future equity supply.

Key Terms

warrants, registration statement on form s-3, private placement, resale registration statement

4 terms

warrants financial

"exercise of certain outstanding warrants to purchase up to an aggregate of 13,065,000 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

registration statement on form s-3 regulatory

"issuable upon exercise of the Existing Warrants are registered pursuant to an effective registration statement on Form S-3"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

private placement financial

"will receive new Class J warrants to purchase shares of common stock in a private placement"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

resale registration statement regulatory

"agreed to file a resale registration statement on Form S-3 with the Securities and Exchange Commission"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. Not financial advice.

SAN DIEGO, CA / ACCESS Newswire / January 23, 2026 / Revelation Biosciences, Inc. (NASDAQ:REVB) (the "Company" or "Revelation"), a clinical-stage life sciences company focused on rebalancing inflammation, announced today the entry into a definitive agreement for the immediate exercise of certain outstanding warrants to purchase up to an aggregate of 13,065,000 shares of common stock, issued by the Company on September 11, 2025 (the "Existing Warrants"), at reduced exercise price of $0.86 per share. The shares of common stock issuable upon exercise of the Existing Warrants are registered pursuant to an effective registration statement on Form S-3 (File No. 333-290309). The closing of the offering is expected to occur on or about January 26, 2026, subject to satisfaction of customary closing conditions.

Roth Capital Partners is acting as the Company's financial advisor for this transaction.

In consideration for the immediate exercise of the warrants for cash, the exercising holders will receive new Class J warrants to purchase shares of common stock in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act"). The new Class J warrants will be exercisable into an aggregate of up to 26,130,000 shares of common stock, will be exercisable beginning on the effective date of stockholder approval of the shares issuable upon exercise of the new warrants at an exercise price of $0.86 per share, and have a term of exercise equal to five years after the stockholder approval date. The securities offered in the private placement have not been registered under the Securities Act of 1933, as amended, or applicable under 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 Securities and Exchange Commission within 20 days of the closing to register the resale of the shares of common stock underlying the new Class J warrants issued in the private placement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Revelation Biosciences, Inc.

Revelation Biosciences, Inc. is a clinical stage life sciences company focused on rebalancing inflammation using its proprietary formulation, Gemini. Revelation has multiple ongoing programs to evaluate Gemini as a treatment for acute kidney injury, a treatment of chronic kidney disease, prevention of post-surgical infection, and a treatment to reduce hyperinflammation and infection associated with severe burn.

For more information, please visit www.RevBiosciences.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generally identified by the words "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions. We caution investors that forward-looking statements are based on management's expectations and are only predictions or statements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to place undue reliance on any such forward looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Revelation to meet its financial and strategic goals, due to, among other things, competition; the ability of Revelation to grow and manage growth profitability and retain its key employees; the possibility that the Revelation may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation's product candidates; the ability to successfully complete planned clinical studies of its product candidates; the risk that we may not fully enroll our clinical studies or enrollment will take longer than expected; risks relating to the occurrence of adverse safety events and/or unexpected concerns that may arise from data or analysis from our clinical studies; changes in applicable laws or regulations; expected initiation of the clinical studies, the timing of clinical data; the outcome of the clinical data, including whether the results of such study is positive or whether it can be replicated; the outcome of data collected, including whether the results of such data and/or correlation can be replicated; the timing, costs, conduct and outcome of our other clinical studies; the anticipated treatment of future clinical data by the FDA, the EMA or other regulatory authorities, including whether such data will be sufficient for approval; the success of future development activities for its product candidates; potential indications for which product candidates may be developed; the ability of Revelation to maintain the listing of its securities on NASDAQ; the expected duration over which Revelation's balances will fund its operations; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Revelation.

Company Contacts

Mike Porter
Investor Relations
Porter LaVay & Rose Inc.
Email: mike@plrinvest.com

Chester Zygmont, III
Chief Financial Officer
Revelation Biosciences Inc.
Email: czygmont@revbiosciences.com

SOURCE: Revelation Biosciences, Inc.

View the original press release on ACCESS Newswire

FAQ

What did Revelation Biosciences (REVB) announce on January 23, 2026?

Revelation announced immediate exercise of warrants for up to 13,065,000 shares at $0.86, raising roughly $11 million in gross proceeds.

When is the closing date for REVB's warrant exercise transaction?

The closing is expected on or about January 26, 2026, subject to customary closing conditions.

What are the terms of the new Class J warrants issued in the REVB transaction?

Class J warrants are exercisable into up to 26,130,000 shares at $0.86 per share and have a five-year term starting after stockholder approval.

Will REVB register the shares underlying the new Class J warrants?

Yes; the company agreed to file a resale registration statement on Form S-3 within 20 days of closing to register the resale of those shares.

How might the REVB warrant transactions affect existing shareholders?

Shareholders face dilution from immediate issuance of up to 13,065,000 shares and potential dilution from 26,130,000 additional warrant shares if exercised.