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.
Positive
None.
Negative
None.
Insights
Armistice reports a sub‑5% stake with shared voting and dispositive power.
The Schedule 13G/A records 288,332 shares, equal to 4.99% of common stock; the filing ties those rights to Armistice Capital as investment manager to the Master Fund. The disclosure clarifies who holds voting and disposition authority rather than showing direct legal title transfer.
Key dependencies include the Investment Management Agreement described and the Master Fund’s reported status; subsequent amendments or Form 13D would change the disclosure if the position or intentions shift.
Filing documents shared control via manager-client relationship; no change in control disclosed.
The statement indicates shared voting power 288,332 and shared dispositive power 288,332, attributing managerial authority to Armistice Capital and beneficial reporting to Steven Boyd as managing member. The Master Fund is named as the direct holder, with a disclaimer of beneficial ownership by the Master Fund in the text provided.
This disclosure is routine for passive institutional holdings under Rule 13g; any shift in intent or increase above 5% would require updated filings that may change governance signaling.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
REVELATION BIOSCIENCES, INC.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
76135L705
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
76135L705
1
Names of Reporting Persons
Armistice Capital, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
288,332.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
288,332.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
288,332.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
76135L705
1
Names of Reporting Persons
Steven Boyd
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
288,332.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
288,332.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
288,332.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
4.99 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
REVELATION BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
4660 LAJOLLA VILLAGE DRIVE, SUITE 100, SAN DIEGO, CA, 92122
Item 2.
(a)
Name of person filing:
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
(b)
Address or principal business office or, if none, residence:
Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
Steven Boyd
c/o Armistice Capital, LLC
510 Madison Avenue, 7th Floor
New York, New York 10022
United States of America
(c)
Citizenship:
Armistice Capital, LLC - Delaware; Steven Boyd - United States of America
(d)
Title of class of securities:
Common stock, par value $0.001 per share
(e)
CUSIP No.:
76135L705
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
288,332
(b)
Percent of class:
4.99%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
288,332
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
288,332
The percentage of Shares reported to be beneficially owned by the Reporting Persons are based on information from the Issuer.
Armistice Capital, LLC ("Armistice Capital") is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment Management Agreement with Armistice Capital.
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive dividends from, or the proceeds from the sale of, the reported securities.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Armistice Capital, LLC
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd - Managing Member
Date:
02/17/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
02/17/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 17, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
Armistice Capital reports 288,332 shares, representing 4.99% of Revelation Biosciences common stock. The filing attributes shared voting and dispositive power over those 288,332 shares to Armistice as investment manager of the Master Fund.
Who legally holds the shares Armistice reports for REVB?
The filing names Armistice Capital Master Fund Ltd. as the direct holder of the reported shares. The Master Fund is described as the legal holder while Armistice, as investment manager, exercises voting and investment power.
Does the Schedule 13G/A indicate Armistice has sole control of the REVB shares?
No. The filing shows 0 sole voting power and 288,332 shared voting power, indicating control is reported as shared rather than sole. Sole dispositive power is also reported as 0.
Does this filing signal a change in control or activist intent for REVB?
The Schedule 13G/A reports a passive beneficial ownership position of 4.99% and does not state activist intent. The filing’s language attributes managerial authority to Armistice but does not disclose any change in control actions.
Who signed the REVB Schedule 13G/A on behalf of Armistice?
Steven Boyd signed the filing as Managing Member of Armistice Capital, LLC on 02/17/2026. The joint filing statement lists both Armistice Capital, LLC and Steven Boyd as Reporting Persons.
