Revelation Biosciences Inc. Announces Exercise of Warrants for $9.6 Million in Gross Proceeds

Rhea-AI Summary

Revelation Biosciences (NASDAQ:REVB) has announced a significant warrant exercise agreement that will generate $9.6 million in gross proceeds. The agreement involves the immediate exercise of 4,355,000 outstanding warrants at $2.20 per share, originally issued on May 29, 2025.

As part of the transaction, exercising holders will receive new Class I warrants to purchase up to 13,065,000 shares of common stock in a private placement. These new warrants will be exercisable at $2.20 per share for five years after stockholder approval. The company will file a resale registration statement within 20 days of closing to register the shares underlying the new warrants.

Positive

• Immediate cash injection of $9.6 million through warrant exercise
• Warrants are being exercised at $2.20 per share, showing investor confidence at this price point
• Roth Capital Partners' involvement as financial advisor adds credibility to the transaction

Negative

• Potential dilution from additional 13,065,000 shares if new Class I warrants are exercised
• New warrants require stockholder approval before becoming exercisable
• Private placement securities are restricted and not immediately tradeable

Insights

Financial Analyst

Revelation Biosciences secured $9.6M through warrant exercises while issuing new warrants with significant future dilution potential.

Revelation Biosciences has secured $9.6 million in immediate gross proceeds through the exercise of outstanding warrants at $2.20 per share, significantly bolstering their cash position. This transaction involves 4,355,000 shares from warrants issued just a few months ago in May 2025.

The deal's structure reveals sophisticated financial engineering: existing warrant holders receive new Class I warrants as an incentive for immediate exercise. These new warrants represent potential future dilution of 13,065,000 additional shares—exactly 3x the current exercise amount—also priced at $2.20 per share with a five-year exercise period after shareholder approval.

This transaction delivers critical immediate funding while creating substantial future dilution potential. The company gains breathing room with fresh capital but at the cost of tripling the potential share issuance down the road. For a clinical-stage biotech focused on inflammation, this funding likely supports ongoing development programs while the new warrants represent a calculated bet by investors on future value appreciation above the $2.20 strike price.

Notably, the new warrants require shareholder approval before they can be exercised, indicating significant potential dilution that exceeds current authorized share limits. The prompt S-3 registration filing commitment (within 20 days) suggests urgency in ensuring these securities become freely tradable once approved.

SAN DIEGO, CA / ACCESS Newswire / September 11, 2025 / 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 4,355,000 shares of common stock, issued by the Company on May 29, 2025 (the "Existing Warrants"), at the existing exercise price of $2.20 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-1 (File No. 333-287423). The closing of the offering is expected to occur on or about September 11, 2025, 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 I 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 I warrants will be exercisable into an aggregate of up to 13,065,000 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 $2.20 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 I 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, including as a prevention for post-surgical infection, as prevention for acute kidney injury and for the treatment of chronic kidney disease.

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

How much money will Revelation Biosciences (REVB) raise from the warrant exercise?

Revelation Biosciences will raise $9.6 million in gross proceeds from the immediate exercise of warrants at $2.20 per share.

What is the exercise price of REVB's new Class I warrants?

The new Class I warrants will have an exercise price of $2.20 per share, exercisable for five years after stockholder approval.

How many new warrants will REVB issue in the private placement?

REVB will issue new Class I warrants for up to 13,065,000 shares of common stock in the private placement.

When will REVB file the registration statement for the new warrant shares?

REVB has agreed to file a resale registration statement on Form S-3 with the SEC within 20 days of the closing to register the shares underlying the new Class I warrants.

Who is the financial advisor for REVB's warrant exercise transaction?

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