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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.
Revelation Biosciences, Inc. Chief Financial Officer Chester S. Zygmont III reported a mandatory sale of 13,100 shares of common stock on February 4, 2026. The issuer sold these shares on his behalf solely to cover tax withholding from vesting restricted stock awards.
The weighted average sale price was $1.65 per share, with individual trades ranging from $1.63 to $1.66. All share figures reflect a 1-for-4 reverse stock split effective January 28, 2026. After the transaction, 105,348 shares are held indirectly by The Zygmont Family Trust and 2 shares are held indirectly by Czeslaw Capital Fund, LLC, both entities associated with the CFO.
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.