Revelation Biosciences Wins Key Votes; Domicile Shift Fails at 2025 AGM

Rhea-AI Filing Summary

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.

Positive

• Shareholder alignment: All management-backed proposals except the domicile change passed, indicating investor support for current strategy.
• Reverse-split authority: Provides flexibility to regain or maintain Nasdaq listing compliance without further shareholder delay.

Negative

• Dilution risk: Approval to exceed the 20 % Exchange Cap for Class H Warrants and quarterly equity-plan expansions may materially increase share count.
• Extreme reverse-split ratio: Authorization up to 1-for-250 could significantly reduce float and signal financial distress.
• Domicile change failure: Inability to secure required outstanding-share approval reveals some shareholder resistance to governance shifts.

Insights

Corporate Governance Expert

TL;DR: Routine annual-meeting matters approved; reverse-split authority and warrant share reserve raise dilution/ governance considerations.

From a governance perspective, shareholders supported management on seven of eight proposals, demonstrating continued confidence. Electing Lakhmir Chawla maintains board continuity. Quarterly evergreen adjustments and expanded warrant issuance authority, while approved, concentrate power in the board and could accelerate dilution without further shareholder checkpoints. The failure to secure enough outstanding shares for the Delaware-to-Nevada move suggests some residual investor concern about reduced fiduciary protections typically associated with Nevada law. Reverse-split flexibility up to 1-for-250 is unusually broad; investors should monitor timing and ratio selection because extreme splits often precede capital raises or listing-compliance actions.

Small-Cap Financial Analyst

TL;DR: Shareholder votes grant management wide latitude; potential dilution and split risk outweigh modest positives—overall neutral.

The decisive approval of the reverse-split mandate (92 % of votes cast) gives management a powerful tool to lift the share price if it falls below Nasdaq’s $1.00 minimum bid. Because the ratio cap reaches 1-for-250, theoretical post-split float could shrink dramatically, possibly boosting volatility. Passing Proposal 6 lets the company issue shares under Class H Warrants beyond 20 % of current shares, hinting at near-term financing needs. Combined with more frequent equity-plan share replenishment, supply overhang risk increases. No immediate balance-sheet or revenue figures were provided, so the votes’ ultimate financial impact depends on whether and when these authorities are exercised. With routine auditor ratification and director election, the filing is operationally neutral but warrants close watch on future equity activities.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 23, 2025

REVELATION BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39603	84-3898466
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4660 La Jolla Village Drive Suite 100
San Diego, California				92122
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (650) 800-3717

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.001 per share		REVB		The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a 1/16,800th share of common stock at an exercise price of $193,200.00 per share		REVBW		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the Company, a total of 796,075 shares of the Company’s common stock, being greater than one-third of the 2,029,796 shares of common stock issued and outstanding and entitled to vote as of the record date for the Annual Meeting, were present virtually, or represented by valid proxy at the Annual Meeting, constituting a quorum.

The following proposals, each as described further in the definitive proxy statement filed with the Securities and Exchange Commission on May 29, 2025, were voted upon by the stockholders:

Proposal 1 – Election of Director

Stockholders approved to elect the nominee for Class C director named herein to serve until the 2028 Annual Meeting or his successor is duly elected and qualified, based on the votes listed below:

Director Nominee		For		Against		Abstain
Lakhmir Chawla		270,872		33,480		491,723

There were no broker non-votes regarding the election of directors.

Proposal 2 – Approval of Amendment to the Company’s 2021 Equity Incentive Plan

Stockholders approved an amendment to the 2021 Equity Incentive Plan to adjust the number of shares reserved under the 2021 Equity Incentive Plan under its “evergreen” feature quarterly rather than annually, based on the votes listed below:

For		Against		Abstain
267,539		33,296		495,240

There were no broker non-votes regarding this proposal.

Proposal 3 – Advisory Vote on Executive Compensation

Stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers and director, based on the votes below:

For		Against		Abstain
263,178		35,009		497,888

There were no broker non-votes regarding this proposal.

Proposal 4 – Advisory Vote on the Frequency of Vote on Executive Compensation

Stockholders approved, on an advisory basis, the frequency of three years for future advisory votes on the compensation of the Company’s named executive officers and director, based on the votes below:

One Year		Two years		Three Years		Abstain
45,548		2,681		253,797		494,049

There were no broker non-votes regarding this proposal.

Proposal 5 – Approval of Reverse Stock Splits

Stockholders approved a proposal to grant discretionary authority to the board of directors to effect one or more reverse stock splits of our common stock within one (1) year of June 23, 2025, at a specific ratio of one-for-two to a maximum of one-for-250, with the specific ratio(s) to be fixed within this range by the board of directors in its sole discretion without further stockholder approval, based on the votes below:

For		Against		Abstain
729,206		66,503		366

There were no broker non-votes regarding this proposal.

Proposal 6 – Approval of Issuance of Common Stock in Excess of Exchange Cap

Stockholders approved the reservation and issuance of shares of our common stock pursuant to the Class H Warrants, dated May 29, 2025, entered into between us and certain purchasers in connection with a stock purchase agreement dated the same date, to the extent that issuances under the Class H Warrants may exceed 20% of the Company’s total outstanding shares, which could trigger the Exchange Cap, based on the votes listed below:

For		Against		Abstain
755,720		37,572		2,783

There were no broker non-votes regarding this proposal.

Proposal 7 – Approval of Change of Corporate Domicile

The proposal to change the Company's domicile from Delaware to Nevada, notwithstanding more than 89% of stockholders present voted in favor of the proposal, did not receive the required number of affirmative votes from the outstanding shares to pass at this time, based on the votes listed below:

For		Against		Abstain
268,216		30,800		467,059

There were no broker non-votes regarding this proposal.

Proposal 8 – Ratification of the Auditor

Stockholders ratified Baker Tilly US, LLP to audit our financial statements for the fiscal year ending December 31, 2025, based on the votes listed below:

For		Against		Abstain
276,337		20,913		498,825

There were no broker non-votes regarding this proposal.

Item 8.01. Other Information.

At the conclusion of the meeting, James Rolke, the Company’s CEO, provided a brief presentation regarding recent corporate updates and project developments. A copy of the presentation is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The presentation has also been posted on the Company’s website.

The information in this Item 8.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		June 2025 Annual Meeting Corporate Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

			REVELATION BIOSCIENCES, INC.
Date:	June 25, 2025	By:	/s/ Chester S. Zygmont, III
			Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer)

FAQ

What reverse stock-split ratio did REVB shareholders authorize on 23 June 2025?

Investors approved a board-discretionary reverse split ranging from 1-for-2 to 1-for-250 to be implemented within one year.

Did Revelation Biosciences (REVB) approve issuing shares above the 20 % Nasdaq cap?

Yes. Proposal 6 passed (755,720 for), permitting share issuance under Class H Warrants even if it exceeds the 20 % Exchange Cap.

Was the proposal to move Revelation Biosciences from Delaware to Nevada approved?

No. Although 89 % of votes cast favored the move, it failed to achieve the required outstanding-share threshold.

How often will the 2021 Equity Incentive Plan share reserve adjust after the meeting?

The amendment shifts the plan’s “evergreen” adjustment from annual to quarterly increments.

Who was elected as a Class C director at the 2025 Annual Meeting?

Lakhmir Chawla was elected to serve until the 2028 Annual Meeting.

Which audit firm will review REVB’s 2025 financials?

Shareholders ratified Baker Tilly US, LLP for the fiscal year ending 31 December 2025.