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 (REVB) canceled its adjourned Special Meeting of Stockholders scheduled for October 29, 2025 due to a technical difficulty that prevented some stockholders from voting all of their shares.
The company set a new record date of October 29, 2025 for a new Special Meeting to be held on December 3, 2025. The disclosure is furnished under Item 7.01 (Regulation FD), and a related press release is included as Exhibit 99.1.
Revelation Biosciences (REVB) announced that its Special Meeting of Stockholders held on October 15, 2025 was adjourned to October 29, 2025 because a quorum was not present. The company disclosed this under Regulation FD, noting the information is being furnished, not filed.
The update was provided via an 8-K with an accompanying press release as Exhibit 99.1. The adjournment allows additional time to achieve the required shareholder participation to conduct the meeting’s business.
Revelation Biosciences, Inc. filed an amended shelf registration (Form S-3/A) to register shares of common stock issuable upon exercise of Class I Common Stock Warrants issued under an inducement letter dated September 10, 2025. The warrants become exercisable after stockholder approval and remain exercisable for five years at an exercise price of $2.20 per share. The company is not selling shares under this prospectus and will not receive proceeds from any secondary sales, but may receive up to approximately $28,743,000 if all registered warrants are exercised for cash.
The prospectus discloses beneficial ownership and address details for three selling stockholders holding roughly 4.52 million, 4.025 million, and 4.52 million Class I warrants, respectively, and notes 4.99% and 9.99% beneficial ownership exercise limitations. The company will pay registration fees and expenses and incorporates its recent SEC filings by reference, including annual and quarterly reports and multiple current reports filed through September 15, 2025.
Revelation Biosciences, Inc. is soliciting shareholder votes at a Special Meeting to approve a proposal limiting conversions under certain warrants issued September 11, 2025, which could trigger Nasdaq’s 20% share issuance cap. The proposal would constrain issuances under those warrants to avoid exceeding the Exchange Cap. On the record date there were 2,339,306 shares outstanding, with each share entitled to one vote. The warrant holders—Sabby Volatility Warrant Master Fund, Ltd., Armistice Capital Master Fund Ltd. and Hudson Bay Master Fund Ltd.—are interested parties but have agreed to vote their shares in the same proportion as non-interested stockholders. The board recommends voting FOR both Proposal 1 (the conversion limitation) and Proposal 2 (adjournment if insufficient proxies). Shareholders may vote by returning the proxy card or attend and vote telephonically; beneficial owners must obtain a broker or nominee proxy to vote.
Revelation Biosciences, Inc. filed a shelf registration to register shares issuable upon exercise of Class I Common Stock Warrants issued under an inducement letter dated September 10, 2025. The Class I Common Stock Warrants are exercisable for five years after stockholder approval at an exercise price of $2.20 per share. The company is not selling any shares under this prospectus and will not receive proceeds from sales by the selling stockholders, but it may receive up to approximately $28,743,000 if all warrants are exercised for cash. The company will pay the fees and expenses of registration. The warrants held by three selling stockholders are reported as 4,519,998, 4,025,001, and 4,520,001 warrants respectively and are subject to 4.99% and 9.99% beneficial ownership limits that can prevent exercise if ownership would exceed those thresholds. The prospectus incorporates prior SEC filings listed in the text.
Revelation Biosciences, Inc. entered into warrant exercise inducement agreements with certain holders of 13,065,000 existing Class H Common Stock Warrants, leading to the cash exercise of warrants for approximately $9.6 million in aggregate gross proceeds at an exercise price of $2.20 per share. In return, the company agreed to issue 13,065,000 new Class I Common Stock Warrants, also with a $2.20 exercise price, which will become exercisable only after stockholder approval and then remain exercisable for five years from that approval date.
The company plans to use the net proceeds to fund clinical development, working capital, and general corporate purposes. The existing warrant share issuance is covered by an effective Form S-1 registration statement, while the new Class I Warrants were issued in a private placement exemption and their underlying shares are expected to be registered for resale on a future Form S-3. Revelation agreed to pay Roth Capital Partners, LLC a cash fee equal to 8% of the aggregate gross proceeds plus expense reimbursement for advisory services related to this transaction.