Revelation Biosciences (NASDAQ: REVB) clears Class J warrant share issuance

Rhea-AI Filing Summary

Revelation Biosciences, Inc. reported that stockholders approved the issuance of common shares under its Class J Common Stock Warrants, even when those issuances exceed Nasdaq’s 20% “Exchange Cap” on below-market share issuances. This approval was granted at a Special Meeting held on March 18, 2026.

Under the warrant terms, the expiration date is five years from stockholder approval, so the Class J Common Stock Warrants now expire on March 18, 2031. A quorum was reached with 4,171,735 shares represented out of 10,492,469 shares outstanding and entitled to vote as of the record date.

Positive

• None.

Negative

• Potential for significant dilution: Stockholders authorized issuing shares under Class J Common Stock Warrants even when issuances exceed Nasdaq’s 20% Exchange Cap relative to outstanding shares, increasing potential dilution for existing holders.

Insights

Capital structure and governance analyst

Stockholders cleared warrant-related share issuances above Nasdaq’s 20% cap, introducing potential dilution.

Stockholders authorized issuing common shares under the Class J Common Stock Warrants even when those issuances would exceed Nasdaq’s 20% Exchange Cap on below‑market stock issuance. This directly affects how much equity can be created from the warrant inducement arrangement dated January 23 and January 26, 2026.

The approval also fixes the warrant term: the Class J Common Stock Warrants now expire on March 18, 2031, five years from stockholder approval. Potential dilution will depend on how many warrants are ultimately exercised and at what pricing dynamics, which are not detailed here.

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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

Date of Report (Date of earliest event reported): March 18, 2026

REVELATION BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39603	84-3898466
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4660 La Jolla Village Drive Suite 100
San Diego, California				92122
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 800-3717

Not Applicable

(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:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		REVB		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a 1/201,600th share of common stock at an exercise price of $2,318,400 per share		REVBW		The Nasdaq Stock Market LLC

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 3.03 Material Modification to Rights of Security Holders.

Under Nasdaq rules, a listed company may not issue shares at a price below market value in an amount exceeding 20% of its outstanding shares (the “Exchange Cap”) without stockholder approval. As previously reported, on January 26, 2026, the Company issued Class J Common Stock Warrants, which required the Company to obtain stockholder approval to satisfy the requirements of the Exchange Cap rule. On March 18, 2026, the Company held a Special Meeting of Stockholders (the “Special Meeting”), at which stockholders approved the issuance of shares to the extent such issuance of shares would violate the Exchange Cap, as described below. Pursuant to the terms of the Class J Common Stock Warrants, the expiration date of such warrants is five years from the date of stockholder approval; accordingly, following stockholder approval on March 18, 2026, the expiration date of the warrants is March 18, 2031.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Special Meeting of the Company, a total of 4,171,735 shares of the Company’s common stock, being greater than one-third of the 10,492,469 shares of common stock issued and outstanding and entitled to vote as of the record date for the Special Meeting, were present virtually, or represented by valid proxy at the Special Meeting, constituting a quorum.

The following proposals, each as described further in the definitive proxy statement filed with the Securities and Exchange Commission on February 17, 2026, were voted upon by the stockholders:

Proposal 1 – Authorization to issue common stock in connection with Warrants

Stockholders approved the reservation and issuance of shares of our common stock pursuant to the Class J Common Stock Warrants, dated January 26, 2026, entered into between us and certain purchasers in connection with a warrant inducement letter dated January 23, 2026, to the extent that issuances under the Warrants may exceed 20% of the Company’s total outstanding shares, which could trigger the Exchange Cap, based on the votes listed below:

For		Against		Abstain
4,033,345		104,162		34,228

There were no broker non-votes regarding this proposal.

Proposal 2 – Discretionary Authority to adjourn the Special Meeting

Stockholders approved of the adjournment of the Special Meeting to the extent there are insufficient proxies at the Special Meeting to approve the issuance of shares in excess of the Exchange Cap, based on the votes listed below:

For		Against		Abstain
4,044,322		92,422		34,991

There were no broker non-votes regarding this proposal.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		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.

		REVELATION BIOSCIENCES, INC.
Date: March 19, 2026	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer)

FAQ

What did Revelation Biosciences (REVB) stockholders approve at the Special Meeting?

Stockholders approved issuing common shares under the Class J Common Stock Warrants even when such issuances exceed Nasdaq’s 20% Exchange Cap. This authorization relates to a prior warrant inducement arrangement described in the company’s definitive proxy statement filed February 17, 2026.

How many Revelation Biosciences (REVB) shares were represented at the Special Meeting?

A total of 4,171,735 shares of Revelation Biosciences common stock were present virtually or by proxy. This exceeded one-third of the 10,492,469 shares outstanding and entitled to vote as of the record date, establishing a valid quorum for conducting business.

What is the new expiration date for Revelation Biosciences’ Class J Common Stock Warrants?

The Class J Common Stock Warrants now expire on March 18, 2031. Their term is defined as five years from stockholder approval, which occurred at the March 18, 2026 Special Meeting, aligning the warrant life with that approval date.

How did Revelation Biosciences (REVB) stockholders vote on authorizing issuance above the Exchange Cap?

For the proposal authorizing issuance of common stock under the Class J Warrants beyond Nasdaq’s 20% Exchange Cap, 4,033,345 votes were cast in favor, 104,162 against, and 34,228 abstained. There were no broker non-votes reported on this proposal.

What was Proposal 2 at the Revelation Biosciences (REVB) Special Meeting?

Proposal 2 asked stockholders to approve discretionary authority to adjourn the Special Meeting if insufficient proxies existed to approve issuances above the Exchange Cap. It passed with 4,044,322 votes for, 92,422 against, and 34,991 abstentions, with no broker non-votes.

Why is the Nasdaq 20% Exchange Cap relevant to Revelation Biosciences’ warrants?

Nasdaq rules generally limit issuing shares at prices below market value to more than 20% of outstanding shares without stockholder approval. Because the Class J Warrants could exceed this 20% threshold, Revelation Biosciences sought and obtained specific stockholder authorization.

Filing Exhibits & Attachments

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