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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): November 06, 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 2.02 Results of Operations and Financial Condition.

On November 6, 2025, Revelation Biosciences, Inc. issued a press release announcing its financial results for the three and nine months ended September 30, 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 November 6, 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: November 6, 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 and nine months ended September 30, 2025

San Diego, CA – November 6, 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 financial results for the three and nine months ended September 30, 2025.

 

Corporate Highlights

 

Announced Groundbreaking Top-line Results from PRIME Clinical Study
Received gross proceeds of $9.6 million from warrant inducement in September 2025

 

“The outstanding PRIME data and subsequent financing validate Gemini’s potential and places the company on solid footing to advance the next phase of development," said James Rolke, Chief Executive Officer of Revelation. "We look forward to meeting with the FDA later this year to gain agreement on the clinical development path to registration of Gemini, in turn enhancing shareholder value."

 

Results of Operations

 

As of September 30, 2025, Revelation had $12.7 million in cash and cash equivalents, compared to $6.5 million as of December 31, 2024. The increase in cash and cash equivalents was primarily due to net cash proceeds from the May 2025 public offering and the September 2025 warrant inducement, offset by 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 the third quarter of 2026

 

Revelation’s net cash used for operating activities for the nine months ended September 30, 2025 was $6.3 million compared to net cash used for operating activities of $14.6 million for the same period in 2024. Revelation’s net loss for the three months ended September 30, 2025 was $1.9 million, or $(1.77) basic and diluted net loss per share compared to a net loss of $2.2 million, or $(40.15) basic and diluted net loss per share for the same period in 2024. Revelation’s net loss for nine months ended September 30, 2025 was $6.4 million, or $(9.76) basic and diluted net loss per share compared to net loss of $13.3 million, or $(354.05) basic and diluted net loss per share for the same period in 2024.

 

About Gemini

Gemini is an intravenously administered, proprietary formulation of phosphorylated hexaacyl disaccharide (PHAD®) that reduces the damage associated with inflammation by reprogramming the innate immune system to respond to stress (trauma, infection, etc.) in an attenuated manner.

 

Gemini has the potential to treat a wide range of acute and chronic inflammatory conditions. Our primary focus is on the treatment of acute kidney injury (Gemini-AKI) as there are currently no therapies available to treat the large AKI market, and we believe this acute condition will provide the shortest pathway to marketing approval. In addition to AKI, Gemini is being evaluated for the treatment of chronic kidney disease (GEMINI-CKD program), post-burn infection and hyper-inflammatory response (Gemini-PBI) and post-surgical infection (GEMINI-PSI program).

 


The potential of Gemini has been demonstrated in multiple preclinical studies, previously announced positive Phase 1 clinical data, and in the recently announced positive Phase 1b clinical data in CKD patients.

 

 

About Revelation Biosciences, Inc.

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

For more information, 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
September 30,

 

 

Nine Months Ended
September 30,

 

 

2025

 

 

2024

 

 

2025

 

 

2024

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

$

922,857

 

 

$

830,981

 

 

$

3,099,667

 

 

$

2,943,492

 

General and administrative

 

 

1,020,154

 

 

 

965,705

 

 

 

3,399,559

 

 

 

3,277,729

 

Total operating expenses

 

 

1,943,011

 

 

 

1,796,686

 

 

 

6,499,226

 

 

 

6,221,221

 

Loss from operations

 

 

(1,943,011

)

 

 

(1,796,686

)

 

 

(6,499,226

)

 

 

(6,221,221

)

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of warrant liability

 

 

611

 

 

 

6,041

 

 

 

2,071

 

 

 

78,884

 

Other income (expense), net

 

 

35,224

 

 

 

(450,920

)

 

 

94,512

 

 

 

(7,170,480

)

Total other income (expense), net

 

 

35,835

 

 

 

(444,879

)

 

 

96,583

 

 

 

(7,091,596

)

Net loss

 

$

(1,907,176

)

 

$

(2,241,565

)

 

$

(6,402,643

)

 

$

(13,312,817

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Deemed dividends

 

 

(2,769,742

)

 

 

 

 

 

(5,951,528

)

 

 

 

Net loss attributable to common stockholders

 

$

(4,676,918

)

 

$

(2,241,565

)

 

$

(12,354,171

)

 

$

(13,312,817

)

Net loss per share, basic and diluted

 

$

(1.77

)

 

$

(40.15

)

 

$

(9.76

)

 

$

(354.05

)

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

 

 

2,644,733

 

 

 

55,832

 

 

 

1,265,571

 

 

 

37,602

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


REVELATION BIOSCIENCES, INC.

Consolidated Balance Sheets

 

 

 

September 30,
2025

 

 

December 31,
2024

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

12,708,489

 

 

$

6,499,018

 

Prepaid expenses and other current assets

 

 

123,934

 

 

 

66,699

 

Total current assets

 

 

12,832,423

 

 

 

6,565,717

 

Property and equipment, net

 

 

23,919

 

 

 

56,332

 

Total assets

 

$

12,856,342

 

 

$

6,622,049

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

1,034,951

 

 

$

783,621

 

Accrued expenses

 

 

819,381

 

 

 

1,127,800

 

Warrant liability

 

 

175

 

 

 

2,246

 

Total current liabilities

 

 

1,854,507

 

 

 

1,913,667

 

Total liabilities

 

 

1,854,507

 

 

 

1,913,667

 

Commitments and Contingencies (Note 4)

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

Common Stock, $0.001 par value; 500,000,000 shares authorized at September 30, 2025 and December 31, 2024 and 3,585,972 and 174,104 issued and outstanding at September 30, 2025 and December 31, 2024, respectively

 

 

3,586

 

 

 

174

 

Additional paid-in-capital

 

 

57,906,530

 

 

 

45,213,846

 

Accumulated deficit

 

 

(46,908,281

)

 

 

(40,505,638

)

Total stockholders’ equity

 

 

11,001,835

 

 

 

4,708,382

 

Total liabilities and stockholders’ equity

 

$

12,856,342

 

 

$

6,622,049

 

 


Company Contacts

Mike Porter

Investor Relations

Porter LeVay & Rose Inc.

Email: mike@plrinvest.com

Chester Zygmont, III

Chief Financial Officer

Revelation Biosciences Inc.

Email: czygmont@revbiosciences.com