Welcome to our dedicated page for Revelation Biosciences SEC filings (Ticker: REVB), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Revelation Biosciences, Inc. filings document a clinical-stage biotechnology issuer developing Gemini for inflammatory disease applications. Form 8-K reports cover financial results, FDA-related program updates, corporate presentations, warrant inducement transactions, and material changes affecting common stock and warrant holders.
Proxy statements describe director elections, stockholder votes on warrant-share issuance, reverse stock split authority, and other governance matters. The filing record also documents Nasdaq-listed common stock and redeemable warrants, registration-related share issuances, capital-raising mechanics, use of proceeds for clinical development and working capital, and disclosure controls around furnished press releases and exhibits.
Revelation Biosciences, Inc. files its annual report as a clinical‑stage biotech focused on kidney disease, built around its Gemini immunomodulatory platform. Gemini is being developed as GEM‑AKI for acute kidney injury and GEM‑CKD for chronic kidney disease, both driven by dysregulated inflammation.
The company reports extensive preclinical and early clinical data showing Gemini’s effects on inflammatory markers, kidney injury models, and immune rebalancing in CKD patients. Revelation has FDA agreement on a single Phase 2/3 adaptive study in AKI, targeting a composite endpoint of death and/or dialysis, and plans 2026 infrastructure build‑out to start this trial.
The report highlights significant business risks: ongoing net losses, a going concern qualification, a need for additional funding, dependence on a single PHAD supplier, intense competition, and reliance on continued Nasdaq listing. Multiple reverse stock splits and a small equity base of 3,720,420 common shares as of February 23, 2026 underscore financing and volatility concerns.
Revelation Biosciences Schedule 13G/A shows Armistice Capital, LLC and Steven Boyd report 288,332 shares beneficially owned, representing 4.99% of common stock. The filing states the Reporting Persons hold shared voting and shared dispositive power over 288,332 shares and that Armistice is investment manager to the direct holder, Armistice Capital Master Fund Ltd.
The filing attributes voting and investment power to Armistice Capital under an Investment Management Agreement and notes the Master Fund retains legal title while disclaiming beneficial ownership due to its inability to vote or dispose of the shares.
Revelation Biosciences, Inc. is calling a virtual special stockholder meeting on March 18, 2026 to vote on a key financing-related proposal. The main item is approval for the reservation and issuance of common shares underlying newly issued Class J Common Stock Warrants, where exercises could exceed 20% of shares outstanding and trigger Nasdaq’s Rule 5635(d) share issuance cap.
These Class J warrants were issued on January 23, 2026 in a warrant inducement deal tied to the exercise of 2,136,251 Class I warrants at an exercise price of $8.80 per share and are exercisable for five years at an exercise price of $3.44 per share. As of January 26, 2026, there were 10,492,469 shares of common stock outstanding, each with one vote. A second proposal would allow adjournment of the meeting if there are not enough proxies to approve the warrant share issuance. The board unanimously recommends voting in favor of both proposals.
Revelation Biosciences, Inc. is registering for resale up to 4,272,500 shares of common stock issuable upon exercise of Class J Common Stock Warrants held by selling stockholders. The company is not selling shares in this offering and will not receive proceeds from any resale.
The Class J warrants have a $3.44 exercise price and become exercisable after stockholder approval for five years. If all 4,272,500 warrants are exercised for cash, Revelation could receive up to approximately $14,697,400, which it plans to use for preclinical and clinical development, working capital and general corporate purposes.
This resale follows a private warrant inducement in which two investors exercised 2,136,251 Class I warrants at $3.44 per share, providing gross proceeds of $7,348,699 and receiving the Class J warrants. Shares outstanding were 2,623,118 as of January 26, 2026, and would be 6,895,618 assuming full warrant exercise and resale.
Revelation Biosciences, Inc. is calling a virtual special stockholder meeting on March 18, 2026 to vote on approving the reservation and issuance of common shares tied to newly issued Class J Common Stock Warrants. These warrants were issued on January 23, 2026 in a warrant inducement deal with institutional investors and are exercisable for 4,272,500 shares at $3.44 per share for five years from stockholder approval.
The company’s common stock is listed on Nasdaq, which generally requires stockholder approval for private issuances of 20% or more of outstanding shares. Revelation had 2,623,118 common shares outstanding as of January 26, 2026, so full exercise of the Class J warrants could exceed this 20% threshold. The board explains that the inducement helped secure funding to advance Gemini, its lead candidate for treating acute kidney injury, after reaching an FDA agreement on a Phase 2/3 approval pathway. If Proposal 1 is not approved, the company would be barred from issuing or agreeing to issue additional common stock or equivalents and must call stockholder meetings every 60 days until approval is obtained. A second proposal would allow adjournment of the meeting to solicit more proxies if needed. The board unanimously recommends voting “FOR” both proposals.
Revelation Biosciences director Jess Roper reported a mandatory tax-related share sale. On February 3, 2026, the issuer sold 1,591 shares of common stock on Roper’s behalf to cover tax obligations arising from vested restricted stock awards. The weighted average sale price was $1.85 per share, with individual trades ranging from $1.84 to $1.88. After this transaction, Roper directly beneficially owned 12,828 common shares. All share amounts reflect a 1-for-4 reverse stock split that became effective on January 28, 2026.
Revelation Biosciences director Lakhmir S. Chawla had 2,261 common shares sold on February 3, 2026 to cover taxes on vesting restricted stock. The issuer sold the shares on the director’s behalf at a weighted average price of $1.85 per share.
After this mandatory tax-withholding transaction, Chawla beneficially owned 12,158 common shares directly. All share figures reflect a 1-for-4 reverse stock split that became effective on January 28, 2026.
Revelation Biosciences director Jennifer Carver reported a routine share sale tied to tax withholding. On February 3, 2026, 1,661 shares of common stock were sold at a weighted average price of $1.87 per share, solely to cover tax obligations from vesting restricted stock awards.
After this mandatory transaction, Carver beneficially owned 12,758 shares of Revelation Biosciences common stock on a direct basis. All share amounts reflect a 1-for-4 reverse stock split effective January 28, 2026.
Revelation Biosciences, Inc. reported an insider transaction for Chief Executive Officer and director James Rolke. On February 3, 2026, the company sold 8,521 shares of common stock on his behalf at a weighted average price of $1.86 per share.
The sale was made solely to satisfy required tax withholding obligations arising from the vesting of restricted stock awards and was described as mandatory, with no investment discretion exercised by Rolke. After the transaction, he beneficially owned 224,853 shares of common stock, reflecting a 1-for-4 reverse stock split effective January 28, 2026.