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Revelation Biosciences, Inc. files its annual report as a clinical‑stage biotech focused on kidney disease, built around its Gemini immunomodulatory platform. Gemini is being developed as GEM‑AKI for acute kidney injury and GEM‑CKD for chronic kidney disease, both driven by dysregulated inflammation.
The company reports extensive preclinical and early clinical data showing Gemini’s effects on inflammatory markers, kidney injury models, and immune rebalancing in CKD patients. Revelation has FDA agreement on a single Phase 2/3 adaptive study in AKI, targeting a composite endpoint of death and/or dialysis, and plans 2026 infrastructure build‑out to start this trial.
The report highlights significant business risks: ongoing net losses, a going concern qualification, a need for additional funding, dependence on a single PHAD supplier, intense competition, and reliance on continued Nasdaq listing. Multiple reverse stock splits and a small equity base of 3,720,420 common shares as of February 23, 2026 underscore financing and volatility concerns.
Revelation Biosciences Schedule 13G/A shows Armistice Capital, LLC and Steven Boyd report 288,332 shares beneficially owned, representing 4.99% of common stock. The filing states the Reporting Persons hold shared voting and shared dispositive power over 288,332 shares and that Armistice is investment manager to the direct holder, Armistice Capital Master Fund Ltd.
The filing attributes voting and investment power to Armistice Capital under an Investment Management Agreement and notes the Master Fund retains legal title while disclaiming beneficial ownership due to its inability to vote or dispose of the shares.
Revelation Biosciences, Inc. is calling a virtual special stockholder meeting on March 18, 2026 to vote on a key financing-related proposal. The main item is approval for the reservation and issuance of common shares underlying newly issued Class J Common Stock Warrants, where exercises could exceed 20% of shares outstanding and trigger Nasdaq’s Rule 5635(d) share issuance cap.
These Class J warrants were issued on January 23, 2026 in a warrant inducement deal tied to the exercise of 2,136,251 Class I warrants at an exercise price of $8.80 per share and are exercisable for five years at an exercise price of $3.44 per share. As of January 26, 2026, there were 10,492,469 shares of common stock outstanding, each with one vote. A second proposal would allow adjournment of the meeting if there are not enough proxies to approve the warrant share issuance. The board unanimously recommends voting in favor of both proposals.
Revelation Biosciences director Jess Roper reported a mandatory tax-related share sale. On February 3, 2026, the issuer sold 1,591 shares of common stock on Roper’s behalf to cover tax obligations arising from vested restricted stock awards. The weighted average sale price was $1.85 per share, with individual trades ranging from $1.84 to $1.88. After this transaction, Roper directly beneficially owned 12,828 common shares. All share amounts reflect a 1-for-4 reverse stock split that became effective on January 28, 2026.
Revelation Biosciences director Lakhmir S. Chawla had 2,261 common shares sold on February 3, 2026 to cover taxes on vesting restricted stock. The issuer sold the shares on the director’s behalf at a weighted average price of $1.85 per share.
After this mandatory tax-withholding transaction, Chawla beneficially owned 12,158 common shares directly. All share figures reflect a 1-for-4 reverse stock split that became effective on January 28, 2026.
Revelation Biosciences, Inc. Chief Financial Officer Chester S. Zygmont III reported a mandatory sale of 13,100 shares of common stock on February 4, 2026. The issuer sold these shares on his behalf solely to cover tax withholding from vesting restricted stock awards.
The weighted average sale price was $1.65 per share, with individual trades ranging from $1.63 to $1.66. All share figures reflect a 1-for-4 reverse stock split effective January 28, 2026. After the transaction, 105,348 shares are held indirectly by The Zygmont Family Trust and 2 shares are held indirectly by Czeslaw Capital Fund, LLC, both entities associated with the CFO.
Revelation Biosciences, Inc. has filed an S-3 registration statement covering the resale of up to 4,272,500 shares of common stock. These shares are issuable upon exercise of Class J common stock warrants granted under a January 23, 2026 inducement letter.
The Class J warrants are exercisable after stockholder approval for five years at an exercise price of $3.44 per share. Revelation is not selling shares in this offering and will not receive proceeds from resales, but could receive up to approximately $14,697,400 if all warrants are exercised in cash.
The filing follows a private warrant exercise in which two holders immediately exercised 2,136,251 Class I warrants at $3.44, providing gross proceeds of $7,348,699. Shares outstanding were 2,623,118 as of January 26, 2026 and would be 6,895,618 assuming full warrant exercise. Class J warrant exercises are limited by 4.99% and 9.99% beneficial ownership caps.
Revelation Biosciences, Inc. is the subject of a Schedule 13G reporting that Sabby Volatility Warrant Master Fund, Ltd., Sabby Management, LLC, and Hal Mintz together beneficially own 605,702 shares of its common stock, representing 9.56% of the class as of the event date of 12/31/2025. The filing shows these shares are held with shared voting and dispositive power and no sole voting or dispositive power. The reporting persons certify that the securities were not acquired and are not held for the purpose of changing or influencing control of Revelation Biosciences.
Revelation 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.
Revelation Biosciences, Inc. reported a clinical milestone by announcing positive top-line results from its PRIME phase 1b clinical study in patients with chronic kidney disease. The company described the results as “groundbreaking” in a press release issued on September 9, 2025.
Alongside the press release, Revelation Biosciences made a corporate presentation with the top-line data available to the public on its website. Both the press release and the presentation are attached as exhibits to this report, but the company states that this information will be furnished rather than filed under the Exchange Act, which means it is not subject to certain liability provisions unless specifically incorporated into other filings.