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  4. [8-K] REVELATION BIOSCIENCES, INC. Reports Material Event

Revelation Biosciences (REVB) ties CEO, CFO pay to $30–120M cap tests

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Revelation Biosciences, Inc. (REVB) disclosed that its Compensation Committee approved new Restricted Stock Awards for senior executives under the Amended and Restated 2021 Equity Incentive Plan, effective August 17, 2026. Chief Executive Officer James Rolke received 208,076 restricted shares and Chief Financial Officer Chester S. Zygmont, III received 208,073 restricted shares.

The awards vest in four equal 25% tranches based on the earlier of market capitalization milestones of $30 million, $60 million, $90 million, and $120 million sustained for twenty consecutive trading days, or time-based anniversaries at two and four years from grant. The awards fully vest immediately before a Change in Control, or upon certain terminations (death, termination without Cause, or resignation for Good Reason), and are otherwise forfeited if service ends under other circumstances. The form of Restricted Stock Award Agreement is filed as an exhibit.

Positive

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Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
CEO Restricted Shares 208,076 shares Restricted Stock Award to CEO James Rolke effective August 17, 2026
CFO Restricted Shares 208,073 shares Restricted Stock Award to CFO Chester S. Zygmont, III effective August 17, 2026
Market Cap Milestone 1 $30 million First vesting milestone for 25% of each Restricted Stock Award
Market Cap Milestone 2 $60 million Second vesting milestone for 25% of each Restricted Stock Award
Market Cap Milestone 3 $90 million Third vesting milestone for 25% of each Restricted Stock Award
Market Cap Milestone 4 $120 million Fourth vesting milestone for 25% of each Restricted Stock Award
Consecutive Trading Days Requirement 20 trading days Duration market cap must be maintained for each vesting milestone
Grant Date August 17, 2026 Effective date of the executive Restricted Stock Awards
Restricted Stock Awards financial
"approved grants of restricted shares of the Company’s common stock (the “Restricted Stock Awards”)"
Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.
market capitalization financial
"upon the earlier occurrence of the Company achieving a market capitalization of $30 million"
Market capitalization is the total market value of a company’s outstanding shares, calculated by multiplying the current share price by the number of shares issued. It gives a quick snapshot of a company’s size and how investors value it, influencing perceived risk, index membership, and roughly how much it might cost to buy the whole company — like using a sticker price to compare the relative size and price of different houses.
Change in Control financial
"will become fully vested immediately before (and contingent upon the consummation of) a Change in Control"
A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.
Good Reason financial
"or by the executive for Good Reason (as defined in the award agreement)"
2021 Equity Incentive Plan financial
"pursuant to the Revelation Biosciences, Inc. Amended and Restated 2021 Equity Incentive Plan"

FAQ

What equity awards did REVB grant to its CEO and CFO on August 17, 2026?
Revelation Biosciences granted 208,076 restricted shares to CEO James Rolke and 208,073 restricted shares to CFO Chester S. Zygmont, III. These awards were made under the 2021 Equity Incentive Plan and are subject to performance and time-based vesting conditions.

What are the market capitalization vesting milestones in REVB’s new executive Restricted Stock Awards?
The Restricted Stock Awards vest upon REVB achieving market capitalizations of $30 million, $60 million, $90 million, and $120 million for twenty consecutive trading days. Each threshold triggers vesting of a separate 25% tranche, subject to continued service requirements.

What time-based vesting conditions apply to REVB’s August 2026 Restricted Stock Awards?
Each award vests in four 25% tranches based on the earlier of market cap milestones or anniversaries. The first and second tranches vest no later than the second anniversary, and the third and fourth tranches no later than the fourth anniversary, assuming continued service.

How is market capitalization defined for REVB’s executive Restricted Stock Awards?
Market capitalization is defined as the closing sale price of REVB common stock on its principal exchange multiplied by the number of shares outstanding at that day’s close. This definition is used to determine when vesting market cap milestones are achieved.

When do REVB’s August 2026 Restricted Stock Awards fully vest upon corporate events or termination?
The awards become fully vested immediately before, and contingent upon, a Change in Control. They also fully vest if service ends due to death, termination by the company without Cause, or resignation for Good Reason, subject to plan and agreement terms.

Under what circumstances are REVB’s new Restricted Stock Awards forfeited?
Unvested shares are forfeited if service ends for reasons other than death, termination without Cause, or resignation for Good Reason, unless otherwise provided. This includes termination for Cause, Disability, or Retirement, as defined in the 2021 Equity Incentive Plan.

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Understanding 8-K Material Events →
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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): August 17, 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

Series B junior participating preferred purchase rights

 

N/A

 

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 17, 2026, the Compensation Committee of the Board of Directors (the “Compensation Committee”) of Revelation Biosciences, Inc. (the “Company”) approved grants of restricted shares of the Company’s common stock (the “Restricted Stock Awards”), including to James Rolke, the Company’s Chief Executive Officer, and Chester S. Zygmont, III, the Company’s Chief Financial Officer, pursuant to the Revelation Biosciences, Inc. Amended and Restated 2021 Equity Incentive Plan (the “2021 Plan”). The Restricted Stock Awards were granted effective August 17, 2026.

Mr. Rolke received a Restricted Stock Award covering 208,076 shares of the Company’s common stock, and Mr. Zygmont received a Restricted Stock Award covering 208,073 shares of the Company’s common stock.

Subject to each executive’s continued service with the Company or one of its subsidiaries through the applicable vesting date, each Restricted Stock Award will vest in four equal 25% tranches in accordance with the following:

(i) for the first tranche, upon the earlier occurrence of the Company achieving a market capitalization of $30 million for twenty (20) consecutive trading days or the second anniversary of the grant date;

(ii) for the second tranche, upon the earlier occurrence of the Company achieving a market capitalization of $60 million for twenty (20) consecutive trading days or the second anniversary of the grant date;

(iii) for the third tranche, upon the earlier occurrence of the Company achieving a market capitalization of $90 million for twenty (20) consecutive trading days or the fourth anniversary of the grant date; and

(iv) for the fourth tranche, upon the earlier occurrence of the Company achieving a market capitalization of $120 million for twenty (20) consecutive trading days or the fourth anniversary of the grant date.

For these purposes, market capitalization is determined by multiplying the closing sale price of the Company’s common stock on the principal exchange by the number of shares of common stock outstanding as of the close of business on that trading day.

The Restricted Stock Awards will become fully vested immediately before (and contingent upon the consummation of) a Change in Control (as defined in the 2021 Plan), except as otherwise provided in an individual agreement between the Company and the applicable executive. If the executive’s service terminates due to death, by the Company without Cause (as defined in the 2021 Plan), or by the executive for Good Reason (as defined in the award agreement), the Restricted Stock Award will become fully vested and nonforfeitable. Unless otherwise provided in the 2021 Plan or an individual agreement, unvested shares will be forfeited upon a termination of service for any other reason, including for Cause, Disability, or Retirement (as such terms are defined in the 2021 Plan).

The Restricted Stock Awards are subject to the terms and conditions of the 2021 Plan and the Company’s form of Restricted Stock Award Agreement. The Company’s form of Restricted Stock Award Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The 2021 Plan was previously filed as Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed with the Securities and Exchange Commission on June 9, 2025 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Exhibit No.

 

Description

10.1*

 

Form of Restricted Stock Award Agreement under the Revelation Biosciences, Inc. 2021 Equity Incentive Plan

104

 

Cover Page Interactive Data File (embedded with the Inline XBRL document)

 

*

Filed herewith.

 

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: August 19, 2026

By:

/s/ Chester S. Zygmont, III

 

 

Chester S. Zygmont, III
Chief Financial Officer

 

Source: View Original Filing on SEC EDGAR

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