Revelation Biosciences Reports Inducement Grant Under Nasdaq Listing Rule 5635(c)(4)

Rhea-AI Summary

Revelation Biosciences (NASDAQ:REVB) announced an inducement equity grant approved January 8, 2026 of 90,000 restricted stock units (RSUs) to a new non-executive employee. The RSUs were granted outside the company's stockholder-approved equity incentive plan as an inducement under Nasdaq Listing Rule 5635(c)(4). The award vests over two years in equal quarterly installments, beginning on the first quarterly vesting date after the employee's hire date, and is subject to continued service through each vesting date.

News Market Reaction

%

1 alert

% News Effect

$5M Market Cap

0.7x Rel. Volume

On the day this news was published, REVB declined NaN%, reflecting a moderate negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Key Figures

Inducement RSUs: 90,000 units Shares underlying RSUs: 90,000 shares Vesting period: 2 years +5 more

8 metrics

Inducement RSUs 90,000 units Restricted stock units granted to a new non‑executive employee

Shares underlying RSUs 90,000 shares Common shares covered by inducement RSUs

Vesting period 2 years RSUs vest in equal quarterly installments over two years

Shelf potential proceeds $28,743,000 Maximum cash if all registered Class I warrants are exercised

Warrant exercise price $2.20 per share Exercise price for Class I Common Stock Warrants under S-3/A

Current price $0.90 Pre-news trading price vs 52-week high $28.80 and low $0.76

Market cap $5,331,723 Equity value before the inducement RSU announcement

Registered plan shares 4,647,222 shares Additional shares registered on Form S-8 for 2021 Equity Plan

Market Reality Check

Price: $0.9490 Vol: Volume 52,116 vs 20-day a...

low vol

$0.9490 Last Close

Volume Volume 52,116 vs 20-day average 118,513 (relative volume 0.44x) ahead of this filing-related news. low

Technical Shares at $0.90 trade below the 200-day MA of $3.34, reflecting prior sustained weakness.

Peers on Argus

Biotech peers showed mixed moves, with names like GLTO up 7.97% and ENTO down 5....

1 Up

Biotech peers showed mixed moves, with names like GLTO up 7.97% and ENTO down 5.68%. With REVB roughly flat (-0.02%) and no strong, consistent peer direction, this event appears company-specific rather than a sector-wide driver.

Historical Context

5 past events · Latest: Jan 07 (Positive)

Pattern 5 events

Date	Event	Sentiment	Move	Catalyst
Jan 07	Clinical manufacturing	Positive	-1.1%	Initiation of GMP manufacturing for GEMINI and placebo for later trials.
Dec 01	Corporate update	Positive	+0.1%	Quorum for Special Meeting and reaffirmed FDA/end-of-phase 1 progress.
Nov 20	Clinical update	Positive	-0.5%	End-of-phase 1 package accepted; PRIME met safety endpoint and showed activity.
Nov 06	Earnings report	Negative	-2.9%	Reported net losses despite improved cash from warrant inducement financing.
Oct 29	Governance/process	Negative	-4.5%	Cancellation and rescheduling of Special Meeting due to technical voting issues.

Pattern Detected

Recent clinically focused and corporate updates often saw modest negative price reactions, even when operational news appeared constructive.

Recent Company History

Over the last few months, Revelation reported several clinical and corporate milestones. In November 2025, it highlighted PRIME Phase 1b safety and plans for a later‑stage study in 2026. A 10-Q in early November detailed liquidity, losses, and financing activities. Corporate process news around Special Meetings in October–December 2025 framed ongoing warrant and voting mechanics. Early January 2026 brought GMP manufacturing initiation for GEMINI. Today’s inducement RSU grant fits within ongoing use of equity compensation alongside prior plan-based awards.

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 registers common shares underlying Class I warrants. The company may receive up to $28,743,000 in cash proceeds if all such warrants are exercised at $2.20 per share, providing a potential future capital source while also implying possible dilution upon exercise.

Market Pulse Summary

This announcement detailed a 90,000-unit RSU inducement grant to a new employee under Nasdaq Rule 56...

Analysis

This announcement detailed a 90,000-unit RSU inducement grant to a new employee under Nasdaq Rule 5635(c)(4), vesting quarterly over 2 years and issued outside the existing equity plan. In context, Revelation has relied on equity tools, including an amended S-3/A covering warrants with up to $28,743,000 in potential proceeds and expanded plan capacity via Form S-8. Investors may watch total share issuance, plan usage, and future warrant exercises alongside upcoming GEMINI clinical milestones.

Key Terms

restricted stock units, rsus, nasdaq listing rule 5635(c)(4), equity incentive plan, +1 more

5 terms

restricted stock units financial

"approved an inducement grant consisting of 90,000 restricted stock units ("RSUs")"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

rsus financial

"90,000 restricted stock units ("RSUs") covering 90,000 shares of the Company's common stock"

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

nasdaq listing rule 5635(c)(4) regulatory

"as an inducement material to the employee's acceptance of employment with Revelation in accordance with Nasdaq Listing Rule 5635(c)(4)"

NASDAQ Listing Rule 5635(c)(4) is a rule that requires a company to get approval from its shareholders before selling a large amount of its shares, usually over 20%. This helps protect investors by making sure the company doesn't flood the market with new shares without their say, which could lower the stock's value.

equity incentive plan financial

"The RSUs were granted outside of the Company's stockholder-approved equity incentive plan."

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

vesting financial

"The RSUs will vest over two years in equal quarterly installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

AI-generated analysis. Not financial advice.

SAN DIEGO, CA / ACCESS Newswire / January 12, 2026 / Revelation Biosciences, Inc. (NASDAQ:REVB) (the "Company" or "Revelation"), a clinical-stage life sciences company that is focused on rebalancing inflammation, today announced that on January 8, 2026, the Compensation Committee of Revelation's Board of Directors approved an inducement grant consisting of 90,000 restricted stock units ("RSUs") covering 90,000 shares of the Company's common stock to a new non-executive employee. The RSUs were granted outside of the Company's stockholder-approved equity incentive plan. The award was granted as an inducement material to the employee's acceptance of employment with Revelation in accordance with Nasdaq Listing Rule 5635(c)(4).

The RSUs will vest over two years in equal quarterly installments, beginning on the first quarterly vesting date following the employee's new hire date, subject to the employee's continued service with the Company through the vesting dates.

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 the treatment of chronic kidney disease, prevention for post-surgical infection and as a treatment for acute kidney injury.

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

Company Contact

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 announce on January 12, 2026 regarding RSUs (REVB)?

The company announced a January 8, 2026 inducement grant of 90,000 RSUs to a new non-executive employee under Nasdaq Rule 5635(c)(4).

How do the 90,000 RSUs granted by REVB vest?

The RSUs vest over two years in equal quarterly installments starting on the first quarterly vesting date after the hire date, subject to continued service.

Why were the REVB RSUs granted outside the company equity plan?

The award was granted outside the stockholder-approved plan as an inducement material to the employee's acceptance of employment, consistent with Nasdaq Listing Rule 5635(c)(4).

Will the 90,000 RSUs increase REVB outstanding shares immediately?

The announcement describes an RSU grant; actual share issuance depends on vesting and settlement terms and is not immediate at grant.

Does the REVB announcement identify the recipient or executive status of the employee?

The company identified the recipient as a new non-executive employee and did not name the individual.