[8-K] Revelation Biosciences, Inc. Warrant Reports Material Event

Rhea-AI Filing Summary

Universal Insurance Holdings, Inc. (NYSE: UVE) filed an 8-K to disclose a shareholder-friendly capital action and upcoming investor events.

• Dividend declaration: The Board approved a $0.16 per-share cash dividend on common stock. The payout date is August 8, 2025; shareholders must own shares as of the August 1, 2025 record date.
• Earnings timetable: First-quarter FY25 results will be released on July 24, 2025. Management will host an earnings call the following day, July 25, 2025.
• No other material transactions, financial statements, or guidance updates were included in the filing.

The disclosure is routine but signals continued cash returns to shareholders and provides the market with key dates for the forthcoming earnings cycle.

Positive

• $0.16 per-share cash dividend demonstrates continued shareholder returns and management confidence.
• Earnings release and call dates give investors clarity for upcoming financial updates.

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine 8-K reveals $0.16 dividend and sets Q1 earnings dates; moderately positive for income investors.

The cash dividend affirms UVE’s willingness to return capital, suggesting adequate liquidity and continuing profitability in a challenging Florida P&C market. At $0.16 per share, the annualized payout (if unchanged) would be $0.64, but the filing does not provide historical context, so comparability is limited. Investors now have clear timelines for Q1 results and the conference call, which should offer insight into loss trends and reinsurance costs. Overall impact is modest; the announcement does not alter the investment thesis but supports a stable income narrative.

Income-Focused Portfolio Manager

TL;DR: Dividend confirms steady cash flow; news is incremental, not transformative.

A declared payout ahead of earnings conveys management’s confidence in near-term cash generation. However, without prior dividend data or payout ratio, it’s difficult to judge growth. The information is useful for positioning ahead of the July 24 earnings release but lacks the granularity (combined ratio, catastrophe exposure) needed to drive portfolio rebalancing. I view the disclosure as neutral to slightly positive and not materially impactful on valuation.

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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): July 07, 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 1/50,400th share of common stock at an exercise price of $579,600 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 3.03. Material Modification of Rights to Security Holders.

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this report is incorporated herein by reference.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously disclosed, on June 25, 2025, Revelation Biosciences, Inc. (the “Company”), held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders voted and approved proposals to grant discretionary authority to our board of directors to (i) amend our certificate of incorporation one or more times to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of 1-for-2 to a maximum of a 1-for-250 split, with the exact ratios to be determined by our board of directors in its sole discretion.

Following the Annual Meeting and determination by the Board of Directors of the reverse split ratio, the Company filed a Certificate of Amendment to the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) effective on July 7, 2025, which effected a 1-for-3 reverse stock split as of 12:01 a.m. Eastern Standard Time on July 7, 2025 (the “Reverse Stock Split”). The Company’s common stock began trading on a post-split basis under the Company’s existing trading symbol, “REVB,” when the market opened on July 7, 2025.

As a result of the Reverse Stock Split, each three(3) shares of the Company’s issued and outstanding common stock prior to the Certificate of Amendment automatically converted into one share of common stock, without any change in the par value per share. A total of approximately 1,534,599 shares of common stock were issued and outstanding immediately after the Reverse Stock Split which became effective on July 7, 2025. No fractional shares were issued following the Reverse Stock Split. Holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio were be rounded up to the nearest whole share.

In addition, effective as of the same time as the Reverse Stock Split, proportionate adjustments were made to all then-outstanding equity awards and warrants (except as noted below) with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. The outstanding Class D Common Stock Warrants, Class G Common Stock Warrants and Class H Common Stock Warrants have price reset features which result in changes to the exercise prices (and in the case of the Class G Common Stock Warrants, to the number of shares for which they are exercisable) based upon the VWAP of the Company’s common stock in the days before and/or following the effected Reverse Stock Split. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Stock Split ratio, such that fewer shares are subject to such plans.

The new CUSIP number for common stock following the Reverse Stock Split is 76135L705. For more information about the Reverse Stock Split, see the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 9, 2025.

The text of the Certificate of Amendment is filed as Exhibit 3.1 and incorporated herein by reference.

Item 8.01 Other Events.

On July 1, 2025, the Company issued a press release announcing that it will implement the Reverse Stock Split effective on July 7, 2025. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
3.1		Amendment to the Third Amended and Restated Certificate of Incorporation effective July 7, 2025
99.1		Press Release, dated July 1, 2025
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:	July 9, 2025	By:	/s/ Chester S. Zygmont, III
			Chester S. Zygmont, III Chief Financial Officer (principal financial and accounting officer)

FAQ

How much is Universal Insurance Holdings' (UVE) new dividend?

The Board declared a $0.16 cash dividend per share.

When is the dividend record date for UVE shareholders?

Shareholders must be on record by August 1, 2025 to receive the dividend.

When will the $0.16 dividend be paid?

The dividend is payable on August 8, 2025.

When will UVE release its first-quarter 2025 earnings?

Universal Insurance Holdings will publish Q1 results on July 24, 2025.

What date is the earnings conference call for UVE?

Management will host the call on July 25, 2025.