[8-K] REVELATION BIOSCIENCES, INC. Reports Material Event
Rhea-AI Filing Summary
Revelation Biosciences, Inc. adopted a stockholder rights plan via a Rights Agreement with Continental Stock Transfer & Trust Co. and declared a dividend of one preferred share purchase right for each outstanding common share to holders of record on July 21, 2026.
Each right, once exercisable, permits purchase of one one-thousandth of a share of Series B Junior Participating Preferred Stock at $20.00. The plan is triggered if a person or group acquires beneficial ownership of 10% or more of common stock (or 15% for qualifying passive investors) without prior Board approval, activating flip-in and potential flip-over protections against coercive control attempts. Before a trigger, the Board may redeem the rights for $0.001 per right. The rights expire on the first anniversary of the Rights Agreement or on the third anniversary if stockholders ratify it, subject to earlier redemption or exchange.
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stockholder rights plan regulatory
Acquiring Person regulatory
flip-in regulatory
flip-over regulatory
Certificate of Designation regulatory
beneficial ownership financial
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
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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:
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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 July 10, 2026, the Board of Directors (the “Board”) of Revelation Biosciences, Inc. (the “Company”) adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co., as Rights Agent, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, par value $0.001 per share (“Common Stock”), payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The following summary is qualified in its entirety by reference to the Rights Agreement filed as Exhibit 4.1 hereto.
The Rights. Each Right entitles the holder to purchase one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock (the “Preferred Stock”) at a purchase price of $20.00 (the “Purchase Price”), subject to adjustment. The Rights are not exercisable until the Distribution Date described below.
Acquiring Person; Triggers. Subject to limited exceptions, a person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 10% or more of the outstanding Common Stock (15% for qualifying passive investors that file on Schedule 13G) without the prior approval of the Board.
Distribution Date. The Rights separate from the Common Stock and become exercisable on the “Distribution Date,” which is the earlier of (i) ten calendar days after a public announcement that a person has become an Acquiring Person and (ii) ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person.
Flip-In. If a person becomes an Acquiring Person, each Right (other than Rights held by the Acquiring Person and its affiliates, which become null and void) will entitle its holder to purchase, for the Purchase Price, Common Stock having a market value of twice the Purchase Price.
Flip-Over. If, after a person becomes an Acquiring Person, the Company is acquired in a merger or other business combination, or 50% or more of its assets are sold, each Right will entitle its holder to purchase discounted common stock of the acquiring company.
Exchange. At any time after a person becomes an Acquiring Person, the Board may exchange each Right (other than void Rights) for one share of Common Stock, subject to adjustment; this right is not available after any person becomes the beneficial owner of 50% or more of the Common Stock.
Redemption. At any time before a person becomes an Acquiring Person, the Board may redeem all of the Rights at a price of $0.001 per Right.
Expiration. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary, in each case subject to earlier redemption or exchange.
Amendment. The terms of the Rights Agreement may be amended by the Board before a person becomes an Acquiring Person; thereafter, the Rights Agreement may not be amended in any manner that would adversely affect the holders of the Rights.
No Stockholder Rights. Until a Right is exercised, its holder has no rights as a stockholder of the Company, including the right to vote or to receive dividends.
Item 3.03 Material Modification To Rights Of Security Holders.
The information set forth under Item 1.01, Item 5.03, and Item 7.01 is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws, Change in Fiscal Year.
In connection with the adoption of the Rights Agreement, on July 9, 2026 the Company filed a Certificate of Designation of Series B Junior Participating Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, establishing the rights, preferences, and privileges of the Preferred Stock issuable upon exercise of the Rights. The Certificate of Designation is filed as Exhibit 3.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 10, 2026, the Company issued a press release announcing the adoption of the Rights Agreement. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 furnished herewith, shall not be deemed “filed” for 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, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
3.1 |
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Certificate of Designation of Series B Junior Participating Preferred Stock of Revelation Biosciences, Inc. |
4.1 |
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Rights Agreement, dated as of July 10, 2026, between Revelation Biosciences, Inc. and Continental Stock and Transfer & Trust Co., as Rights Agent |
99.1 |
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Press Release, dated July 10, 2026 |
104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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.
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REVELATION BIOSCIENCES, INC. |
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Date: July 13, 2026 |
By: |
/s/ Chester S. Zygmont, III |
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Chester S. Zygmont, III |
Exhibit 99.1
Revelation Biosciences Announces Adoption of Stockholder Rights Plan
SAN DIEGO – July 10, 2026 – Revelation Biosciences, Inc. (NASDAQ: REVB) (the “Company” or “Revelation”), a clinical-stage life sciences company developing innovative solutions to treat acute and chronic disease, today announced that its Board of Directors (the “Board”) has adopted a stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock.
The Rights Plan was adopted pursuant to a Rights Agreement, dated as of July 10, 2026 (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend is payable to stockholders of record as of the close of business on July 21, 2026. The Rights Plan is designed to enable all Company stockholders to realize the full value of their investment and to reduce the likelihood that any person or group gains control of the Company through open-market accumulation or other coercive or unfair tactics without paying an appropriate control premium to all stockholders.
The Rights Plan is not intended to prevent an acquisition of the Company on terms that the Board determines are fair to, and in the best interests of, all stockholders, and does not affect the Company’s financial condition or results of operations. It does not prevent the Board from engaging with a party interested in acquiring the Company, nor does it prevent the Board from approving a transaction it determines to be in the best interests of the Company and its stockholders.
Under the Rights Plan, the Rights will generally become exercisable only if a person or group acquires beneficial ownership of 10% or more of the Company’s outstanding common stock (or 15% or more, in the case of certain passive institutional investors), without the prior approval of the Board. Each Right, once exercisable, will entitle its holder to purchase one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock at an exercise price of $20.00, subject to adjustment. If a person or group triggers the Rights Plan, all holders of Rights, other than the triggering person or group, will be entitled to purchase additional shares of common stock (or the economic equivalent) at a substantial discount to the then-current market price.
Until the Rights become exercisable, they will trade with, and will be represented by, the Company’s common stock and will not be exercisable or transferable separately from the common stock. The Rights will expire on the first anniversary of the date of adoption of the Rights Agreement, unless the Company’s stockholders approve the Rights Agreement prior to that date, in which case the Rights will expire on the third anniversary of the date of such approval, in each case unless earlier redeemed or exchanged.
“Our Board adopted this plan to protect the interests of all Revelation stockholders,” said James M. Rolke, Chief Executive Officer of Revelation. “This is a standard governance measure that helps ensure any potential change of control of the Company is evaluated and negotiated in a manner that maximizes value for all of our stockholders.”
Additional information regarding the Rights Plan, including a Summary of Rights describing its terms in greater detail, will be included in a Current Report on Form 8-K and a Registration Statement on Form 8-A to be filed by the Company with the Securities and Exchange Commission. Copies of these filings will be available on the SEC’s website at www.sec.gov and on the Company’s investor relations website.
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 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 studies are positive or whether they 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 LeVay & Rose Inc.
Email: mike@plrinvest.com
Chester Zygmont, III
Chief Financial Officer
Revelation Biosciences Inc.
Email: czygmont@revbiosciences.com