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we develop immunologic therapeutics and diagnostics designed to make the world a healthier placeRevelation 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.
On 8 Aug 2025 Revelation Biosciences, Inc. (Nasdaq: REVB, REVBW) filed a Form 8-K to furnish, under Item 2.02, a press release announcing its financial results for the three and six months ended 30 Jun 2025. The press release itself is provided as Exhibit 99.1 but is not included in the body of the filing and is deemed “furnished,” not “filed,” under the Exchange Act, limiting liability and incorporation by reference. No revenue, EPS or balance-sheet figures appear within the 8-K text.
Aside from identifying the exhibit and reiterating the company’s security listings, the report discloses no strategic transactions, leadership changes or other material events. Consequently, the filing serves primarily as a procedural notice directing investors to the separate earnings release; market impact should be assessed only after reviewing that exhibit.
Revelation Biosciences, Inc. (Nasdaq: REVB, REVBW) released an 8-K disclosing the voting results of its 23 June 2025 Annual Meeting. A quorum of 796,075 shares (≈39% of the 2,029,796 shares outstanding) was present.
Key outcomes:
- Director election: Lakhmir Chawla was elected Class C director through 2028 (270,872 for / 33,480 against / 491,723 abstain).
- 2021 Equity Incentive Plan amendment: Share reserve will now adjust quarterly, not annually (267,539 for / 33,296 against / 495,240 abstain).
- Say-on-pay: Compensation of named executive officers approved (263,178 for / 35,009 against / 497,888 abstain).
- Say-on-pay frequency: Stockholders chose a three-year voting cycle (253,797 votes) over one-year (45,548) or two-year (2,681) options.
- Reverse stock-split authority: Board can implement one or more reverse splits within 12 months at ratios between 1-for-2 and 1-for-250 (729,206 for / 66,503 against).
- Class H Warrant share issuance: Approved to exceed the 20 % Nasdaq Exchange Cap if required (755,720 for / 37,572 against).
- Change of domicile to Nevada: Received 89 % support of votes cast but failed to reach the statutory outstanding-share threshold (268,216 for / 467,059 abstain).
- Auditor ratification: Baker Tilly US, LLP confirmed for FY-2025 (276,337 for / 20,913 against).
The meeting also featured a brief corporate update from CEO James Rolke (Exhibit 99.1), which was furnished—not filed—and therefore carries no Section 18 liability.
Investor takeaways: All operational and capital-structure proposals passed except the state-reincorporation measure. Authorization for a large (up to 1-for-250) reverse split and the ability to issue shares above the 20 % cap signal potential future dilution and efforts to maintain Nasdaq listing compliance. Quarterly “evergreen” increases to the equity plan may also raise dilution risk. No immediate financial results were disclosed.
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