Revelation Biosciences SEC Filings

Revelation Biosciences, Inc. has filed an S-3 registration statement covering the resale of up to 4,272,500 shares of common stock. These shares are issuable upon exercise of Class J common stock warrants granted under a January 23, 2026 inducement letter.

The Class J warrants are exercisable after stockholder approval for five years at an exercise price of $3.44 per share. Revelation is not selling shares in this offering and will not receive proceeds from resales, but could receive up to approximately $14,697,400 if all warrants are exercised in cash.

The filing follows a private warrant exercise in which two holders immediately exercised 2,136,251 Class I warrants at $3.44, providing gross proceeds of $7,348,699. Shares outstanding were 2,623,118 as of January 26, 2026 and would be 6,895,618 assuming full warrant exercise. Class J warrant exercises are limited by 4.99% and 9.99% beneficial ownership caps.

Revelation Biosciences, Inc. entered into warrant exercise inducement agreements with two investors, prompting them to immediately exercise Class I common stock warrants for aggregate gross proceeds of about $7.3 million before advisory fees.

In return, the investors received 17,089,998 pre-split (4,272,500 post-split) new Class J common stock warrants, with an exercise price of $0.86 pre-split ($3.44 post-split). These new warrants are not exercisable until stockholder approval and will then be exercisable for five years. The company plans to use the net proceeds to support clinical development, working capital, and general corporate purposes.

Revelation Biosciences filed an 8-K to share that it has reached agreement with the FDA on an approval pathway for its Gemini program in acute kidney injury (AKI). The company reports that the FDA meeting supported a single adaptive design Phase 2/3 registration study and an approvable composite endpoint, which together outline how the pivotal trial could be structured to support a potential marketing application.

The company also released a press release and an updated corporate presentation, both dated January 21, 2026, and made them available on its website. These materials, furnished as exhibits, provide additional detail on the regulatory path and the AKI program but are not treated as filed financial statements.

Revelation Biosciences, Inc. is the subject of a Schedule 13G reporting that Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz together beneficially own 605,702 shares of its common stock, representing 9.56% of the class as of the event date of 12/31/2025. The filing shows these shares are held with shared voting and dispositive power and no sole voting or dispositive power. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Revelation Biosciences.

Revelation Biosciences, Inc. insider filing shows its Chief Executive Officer and director, James Rolke, receiving a large equity grant. On 01/08/2026, he was awarded 532,829 shares of common stock at $0.90 per share, reported as an acquisition of non-derivative securities. These shares are described as Restricted Stock Units under the company’s 2021 Equity Incentive Plan, which vest quarterly over two years from the grant date.

Following this grant, Rolke is reported to beneficially own 933,489 shares of Revelation Biosciences common stock, held directly. The filing reflects routine equity compensation for a senior executive, with vesting tied to continued service over the two-year period.

Revelation Biosciences, Inc. Chief Financial Officer Chester S Zygmont III reported an indirect equity award through a family trust. On 01/08/2026, The Zygmont Family Trust received 78,145 shares of common stock as restricted stock units under the 2021 Equity Incentive Plan at $0.90 per share, vesting quarterly over two years from the grant date. Following this award, the trust indirectly held 473,790 shares of common stock for his benefit, with additional indirect holdings disclosed through Czeslaw Capital Fund, LLC.

Revelation Biosciences director Jennifer Carver reported an equity award of 41,981 shares of common stock on January 8, 2026. The filing shows these were granted at a stated price of $0.90 per share and are identified in a footnote as restricted stock units issued under the company’s 2021 Equity Incentive Plan. The award vests quarterly over one year from the grant date, meaning portions of the grant will settle into shares over four installments.

After this grant, Carver beneficially owns 57,669 shares of Revelation Biosciences common stock, all held directly. The filing reflects her status as a director of the company and indicates the transaction was reported by a single reporting person.

Revelation Biosciences director Jess Roper reported receiving an equity award of 41,981 shares of common stock on January 8, 2026 at a price of $0.90 per share. After this grant, Roper directly beneficially owns 57,667 shares of the company’s common stock.

The award is described as a restricted stock unit grant under the 2021 Equity Incentive Plan, which vests quarterly over one year from the grant date. The filing also reflects an existing direct holding of 15,686 common shares, separate from the new restricted stock unit award.

Revelation Biosciences director Lakhmir S. Chawla reported an equity grant. On January 8, 2026, he acquired 41,981 shares of common stock at $0.90 per share, reported as an award under transaction code “A.” After this grant, he beneficially owned 57,667 shares of Revelation Biosciences common stock held directly.

The award represents a restricted stock unit grant under the 2021 Equity Incentive Plan, which vests quarterly over one year from the grant date. The filing reflects his status as a director of Revelation Biosciences, Inc. (ticker REVB) and indicates this was a Form 4 filed for a single reporting person.