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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): May 08, 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 2.02 Results of Operations and Financial Condition.

On May 8, 2025, Revelation Biosciences, Inc. issued a press release announcing its financial results for the three months ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1.

The information in Item 2.02 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

 

 

Exhibit No.

 

Description

99.1

 

Press release, dated May 8, 2025

104

 

Cover Page Interactive Data File (embedded with 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:

May 8, 2025

By:

/s/ Chester S. Zygmont, III

 

 

 

Chester S. Zygmont, III
Chief Financial Officer
(principal financial and accounting officer)

 


EX-99.1 2 revb-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

 

img220778470_0.jpg

Revelation Biosciences, Inc. Announces Financial Results for the Three Months Ended March 31, 2025

San Diego, CA – May 8, 2025 – Revelation Biosciences, Inc. (NASDAQ: REVB) (the “Company” or “Revelation”), a clinical-stage life sciences company that is focused on rebalancing inflammation to optimize health, today reported its three months ended March 31, 2025 financial results.

 

Corporate Highlights

 

Announced a new indication for Gemini in severe burn patients
Released data showing Gemini priming attenuated inflammation in peripheral blood mononuclear cells
Completed dosing of first patient in PRIME Phase 1b Clinical Study of Gemini in CKD Patients

 

“While we continue to expand the pipeline here at Revelation, we are excited to continue our collaboration with Vanderbilt and Dr. Bohannon in the area of severe burns.” said James Rolke, Chief Executive Officer of Revelation. “We are also looking forward to the Phase 1b PRIME clinical study topline data this summer.”

 

Results of Operations

 

As of March 31, 2025, Revelation had $3.7 million in cash and cash equivalents, compared to $6.5 million as of December 31, 2024. The decrease in cash and cash equivalents was primarily due to cash used for operating activities. Based on current operating plans and projections, Revelation believes that its current cash and cash equivalents are sufficient to fund operations through June 2025.

 

Revelation’s net cash used for operating activities for the three months ended March 31, 2025 was $2.8 million compared to net cash used for operating activities of $2.8 million for the same period in 2024. Revelation’s net loss for the three months ended March 31, 2025 was $2.1 million, or $(2.11) basic and diluted net loss per share compared to a net loss of $2.7 million, or $(39.37) basic and diluted net loss per share for the same period in 2024.

 

About Gemini

Gemini is an intravenously administrated, proprietary formulation of phosphorylated hexaacyl disaccharide (PHAD®) that reduces the damage associated with inflammation by reprograming the innate immune system to respond to stress (trauma, infection, etc.) in an attenuated manner. Revelation has conducted multiple preclinical studies demonstrating the therapeutic potential of Gemini in the target indications. Revelation previously announced positive Phase 1 clinical data for intravenous treatment with Gemini. The primary safety endpoint was met in the Phase 1 study, and results demonstrated statistically significant pharmacodynamic activity as observed through expected changes in multiple biomarkers including upregulation of IL-10.

Gemini is being developed for multiple indications including as a pretreatment to prevent or reduce the severity and duration of acute kidney injury (GEMINI-AKI program), and as pretreatment to prevent or reduce the severity and duration of post-surgical infection (GEMINI-PSI program). In addition, Gemini may be a treatment to stop or slow the progression of chronic kidney disease (GEMINI-CKD program).

About Revelation Biosciences, Inc.


Revelation Biosciences, Inc. is a clinical stage life sciences company focused on harnessing the power of trained immunity for the prevention and treatment of disease using its proprietary formulation Gemini. Revelation has multiple ongoing programs to evaluate Gemini, including as a prevention for post-surgical infection, as a prevention for acute kidney injury, and for the treatment of chronic kidney disease.

For more information on Revelation, please visit www.RevBiosciences.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generally identified by the words "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions. We caution investors that forward-looking statements are based on management’s expectations and are only predictions or statements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to place undue reliance on any such forward looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Revelation to meet its financial and strategic goals, due to, among other things, competition; the ability of Revelation to grow and manage growth profitability and retain its key employees; the possibility that the Revelation may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the ability to successfully complete planned clinical studies of its product candidates; the risk that we may not fully enroll our clinical studies or enrollment will take longer than expected; risks relating to the occurrence of adverse safety events and/or unexpected concerns that may arise from data or analysis from our clinical studies; changes in applicable laws or regulations; expected initiation of the clinical studies, the timing of clinical data; the outcome of the clinical data, including whether the results of such study is positive or whether it can be replicated; the outcome of data collected, including whether the results of such data and/or correlation can be replicated; the timing, costs, conduct and outcome of our other clinical studies; the anticipated treatment of future clinical data by the FDA, the EMA or other regulatory authorities, including whether such data will be sufficient for approval; the success of future development activities for its product candidates; potential indications for which product candidates may be developed; the ability of Revelation to maintain the listing of its securities on NASDAQ; the expected duration over which Revelation’s balances will fund its operations; and other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in other reports and other public filings with the SEC by Revelation.

 


REVELATION BIOSCIENCES, INC.

Consolidated Statements of Operations

 

 

 

Three Months Ended
March 31,

 

2025

 

 

2024

 

Operating expenses:

 

 

 

 

 

Research and development

$

858,830

 

 

$

717,582

 

General and administrative

 

1,236,157

 

 

 

1,184,556

 

Total operating expenses

 

2,094,987

 

 

 

1,902,138

 

Loss from operations

 

(2,094,987

)

 

 

(1,902,138

)

Other income (expense):

 

 

 

 

 

Change in fair value of warrant liability

 

1,417

 

 

 

68,427

 

Other income (expense), net

 

42,485

 

 

 

(847,722

)

Total other income (expense), net

 

43,902

 

 

 

(779,295

)

Net loss

$

(2,051,085

)

 

$

(2,681,433

)

 

 

 

 

 

 

Net loss per share, basic and diluted

$

(2.11

)

 

$

(39.37

)

Weighted-average shares used to compute net loss per share, basic and diluted

 

971,313

 

 

 

68,115

 

 

 

 

 

 

 

 


REVELATION BIOSCIENCES, INC.

Consolidated Balance Sheets

 

 

 

March 31,
2025

 

 

December 31,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,704,611

 

 

$

6,499,018

 

Prepaid expenses and other current assets

 

 

223,270

 

 

 

66,699

 

Total current assets

 

 

3,927,881

 

 

 

6,565,717

 

Property and equipment, net

 

 

42,390

 

 

 

56,332

 

Total assets

 

$

3,970,271

 

 

$

6,622,049

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

625,058

 

 

$

783,621

 

Accrued expenses

 

 

463,632

 

 

 

1,127,800

 

Warrant liability

 

 

829

 

 

 

2,246

 

Total current liabilities

 

 

1,089,519

 

 

 

1,913,667

 

Total liabilities

 

 

1,089,519

 

 

 

1,913,667

 

Commitments and Contingencies (Note 4)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common Stock, $0.001 par value; 500,000,000 shares authorized; 963,796 and 522,223 issued and outstanding at March 31, 2025 and December 31, 2024, respectively

 

 

964

 

 

 

522

 

Additional paid-in-capital

 

 

45,436,511

 

 

 

45,213,498

 

Accumulated deficit

 

 

(42,556,723

)

 

 

(40,505,638

)

Total stockholders’ equity

 

 

2,880,752

 

 

 

4,708,382

 

Total liabilities and stockholders’ equity

 

$

3,970,271

 

 

$

6,622,049

 

 


Company Contacts

Mike Porter

Investor Relations

Porter LeVay & Rose Inc.

Email: mike@plrinvest.com

Chester S. Zygmont, III

Chief Financial Officer

Revelation Biosciences Inc.

Email: czygmont@revbiosciences.com