Revelation Biosciences, Inc. reports a Schedule 13G filing disclosing beneficial ownership by Armistice Capital, LLC and Steven Boyd. The filing states Armistice Capital and Mr. Boyd beneficially own 323,241 shares of common stock, representing 7.80% of the class as reported. The filing explains Armistice Capital serves as investment manager to Armistice Capital Master Fund Ltd., the direct holder, and that the Master Fund holds the shares while disclaiming direct voting or dispositive power under its Investment Management Agreement.
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Insights
Large passive stake disclosed: Armistice holds 323,241 shares (7.80%).
Armistice Capital is reported as the investment manager of the Master Fund which directly holds the 323,241 shares, and the filing attributes 7.80% of the class to that position as of the statement.
The disclosure emphasizes manager control via an Investment Management Agreement and a Master Fund disclaimer of direct voting/dispositive power; subsequent filings could clarify any changes in voting arrangements or ownership percentages.
Joint filing names both the manager (Armistice) and the managing member (Steven Boyd).
The Schedule 13G is a joint filing under Rule 13d-1(k) and includes signatures dated 05/15/2026, indicating coordinated reporting by the Reporting Persons. It lists shared voting and dispositive power of 323,241 shares.
Because the filing describes shared rather than sole power, governance influence is through shared mechanisms tied to the Master Fund and the Investment Management Agreement; any changes would appear in amendments.
Key Figures
Shares beneficially owned:323,241 sharesPercent of class:7.80%Filing date / signature date:05/15/2026
3 metrics
Shares beneficially owned323,241 sharesAmount reported in Schedule 13G
Percent of class7.80%Percent of class reported in Item 4(b)
Filing date / signature date05/15/2026Date on signature block of the Schedule 13G
"Item 1. Name of issuer: REVELATION BIOSCIENCES, INC."
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
Investment Management Agreementfinancial
"Armistice Capital is the investment manager of Armistice Capital Master Fund Ltd."
An investment management agreement is a written contract that hires a professional to make buying, selling and strategy decisions for an investment account or fund, and sets out their duties, fees, risk limits, performance measures and reporting requirements. It matters to investors because the agreement determines who controls the money, how much the service costs, what risks are allowed, and how success or failure is measured—think of it as the service contract that defines expectations and remedies for a hired portfolio manager.
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
REVELATION BIOSCIENCES, INC.
(Name of Issuer)
Common stock, par value $0.001 per share
(Title of Class of Securities)
76135L804
(CUSIP Number)
03/31/2026
(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)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
76135L804
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
323,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
323,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
323,241.00
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)
7.80 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
76135L804
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
323,241.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
323,241.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
323,241.00
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)
7.80 %
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 La Jolla Village Drive, Suite 100, San Diego, California 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 Number(s):
76135L804
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:
323,241
(b)
Percent of class:
7.80%
(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:
323,241
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
323,241
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.
Not Applicable
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:
05/15/2026
Steven Boyd
Signature:
/s/ Steven Boyd
Name/Title:
Steven Boyd
Date:
05/15/2026
Exhibit Information
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on Schedule 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G, 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: May 15, 2026
Armistice Capital, LLC
By: /s/ Steven Boyd
Steven Boyd - Managing Member
Steven Boyd
By: /s/ Steven Boyd
Armistice Capital reports beneficial ownership of 323,241 shares of REVB, equal to 7.80% of the class. The filing states the shares are held directly by the Master Fund, for which Armistice is the investment manager.
Does Steven Boyd personally own the REVB shares reported?
The filing lists Steven Boyd as a reporting person but attributes ownership through Armistice Capital and the Master Fund. It states Mr. Boyd may be deemed to beneficially own the securities due to his role as managing member.
Who holds voting and dispositive power over the reported REVB shares?
The Schedule 13G shows shared voting power and shared dispositive power of 323,241 shares. The Master Fund is the direct holder while Armistice Capital exercises voting and investment power via its agreement.
When was the Schedule 13G signed for REVB?
The joint Schedule 13G filing is signed and dated 05/15/2026. The signature block identifies Armistice Capital and Steven Boyd as the Reporting Persons and includes the joint filing statement.
Does the filing state the Master Fund claims beneficial ownership of the REVB shares?
No; the filing expressly states the Master Fund disclaims beneficial ownership of the securities to the extent it cannot vote or dispose of them under its Investment Management Agreement with Armistice Capital.
