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Revelation Biosciences, Inc. adopted a stockholder rights plan via a Rights Agreement with Continental Stock Transfer & Trust Co. and declared a dividend of one preferred share purchase right for each outstanding common share to holders of record on July 21, 2026.
Each right, once exercisable, permits purchase of one one-thousandth of a share of Series B Junior Participating Preferred Stock at $20.00. The plan is triggered if a person or group acquires beneficial ownership of 10% or more of common stock (or 15% for qualifying passive investors) without prior Board approval, activating flip-in and potential flip-over protections against coercive control attempts. Before a trigger, the Board may redeem the rights for $0.001 per right. The rights expire on the first anniversary of the Rights Agreement or on the third anniversary if stockholders ratify it, subject to earlier redemption or exchange.
Revelation Biosciences, Inc. updated its leadership contracts, tightened governance rules, and obtained key shareholder approvals. The company signed amended three-year employment agreements with its CEO and CFO, increasing change-in-control severance to 2x salary plus target bonus and up to 18 months of COBRA premium reimbursement.
The board adopted amended bylaws adding detailed “Cause” definitions, universal proxy and advance-notice requirements for director nominations, and a formal emergency succession plan for the CEO and CFO. Stockholders elected one Class A director and authorized the board to carry out one or more reverse stock splits within a one-for-two to one-for-250 range, and ratified Baker Tilly US, LLP as auditor for 2026.
Revelation Biosciences, Inc. furnished an updated corporate presentation, dated June 1, 2026, and made it available to the public on its website. The presentation is attached as Exhibit 99.1 to this report under Item 8.01 Other Information and is incorporated by reference.
The company clarifies that the materials in Item 8.01 and Exhibit 99.1 are being furnished, not filed, so they are not subject to certain Exchange Act liabilities and are only incorporated into other filings if specifically referenced. Item 9.01 lists Exhibit 99.1 and an Inline XBRL cover page file as Exhibit 104.
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.
Revelation Biosciences is asking stockholders to approve routine 2026 annual meeting matters and a broad reverse stock split authorization. Investors will vote on electing Jennifer Carver as Class A director through the 2029 meeting, authorizing the board to implement one or more reverse stock splits within a range of 1-for-2 to up to 1-for-250 within one year, and ratifying Baker Tilly US, LLP as auditor for 2026.
The company cites Nasdaq’s $1.00 minimum bid rule as the main reason for the split flexibility and notes several prior reverse splits used to regain compliance. There were 3,908,420 common shares outstanding as of the April 30, 2026 record date. The proxy also details governance structure, director pay, and 2025 executive compensation, including salary increases and cash bonuses for the CEO and CFO despite a 2025 net loss.
Revelation Biosciences, Inc. reported financial results for the three months ended March 31, 2026. The company recorded a net loss of $3.0 million, or $2.71 per basic and diluted share, and net loss attributable to common stockholders of $8.7 million after $5.7 million in deemed dividends.
Cash and cash equivalents were $14.1 million as of March 31, 2026, up from $10.7 million at year-end 2025, helped by $6.7 million in net proceeds from a January 2026 warrant inducement. Management believes this cash is sufficient to fund operations through the first quarter of 2027.
Operating expenses rose as the company advanced its Gemini programs, with research and development expense of $1.4 million and general and administrative expense of $1.7 million. Revelation also highlighted agreement with the FDA on a single adaptive Phase 2/3 study of Gemini for acute kidney injury and ongoing development efforts in kidney disease, severe burn, and post-surgical infection.
Revelation Biosciences (REVB) reported another loss-making quarter as it advances kidney disease programs GEM‑AKI and GEM‑CKD. For the three months ended March 31, 2026, the company posted a net loss of $3.0 million, wider than $2.1 million a year earlier.
Operating expenses rose to $3.1 million, driven by higher GEM‑AKI development and manufacturing costs, stock-based compensation, and new facility expenses. Cash and cash equivalents increased to $14.1 million, helped by $6.7 million of net proceeds from a Class I warrant inducement, while shares outstanding more than doubled to 3,908,420.
Management states current cash will not sustain operations for 12 months after the financial statements were issued, raising substantial doubt about the company’s ability to continue as a going concern. Revelation expects to seek additional equity or debt financing, and holds significant outstanding warrants that could further affect existing shareholders.
Revelation Biosciences, Inc. CEO James Rolke reported a mandatory tax-related share disposition. On the vesting of restricted stock awards, the issuer sold 10,115 shares of common stock on his behalf solely to cover required tax withholding obligations.
The weighted average sale price was $1.13 per share, with individual trades between $1.12 and $1.14. After this tax-withholding transaction, Rolke directly holds 214,738 shares of common stock. The footnotes state he did not exercise investment discretion over these sales.
Revelation Biosciences Chief Financial Officer reports a routine tax-related share sale through a trust. On the reported date, 13,285 shares of common stock were disposed of at a weighted average price of $1.10 per share to satisfy required tax withholding on vested restricted stock awards. The filing states this transaction was mandatory and that the CFO did not exercise investment discretion. After this tax-withholding disposition, an indirect trust holding stands at 92,063 shares of common stock, and an affiliated LLC holds 2 additional common shares indirectly.
Revelation Biosciences reported 2025 results showing lower losses, a stronger balance sheet, and progress with its Gemini inflammation program. Net loss for 2025 was $8.9 million, improved from $15.0 million in 2024, as operating cash burn decreased.
Net cash used for operating activities fell to $8.3 million from $18.3 million, while cash and cash equivalents rose to $10.7 million at December 31, 2025 from $6.5 million a year earlier, helped by a May 2025 public offering and a September 2025 warrant inducement.
The company expects its cash to fund operations into the first quarter of 2027. It highlighted positive PRIME study results in late-stage chronic kidney disease, an FDA agreement on a single adaptive Phase 2/3 study of Gemini for acute kidney injury, and planned presentation of Gemini data at a major nephrology conference.