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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): December 03, 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 to Rights of Security Holders.

Pursuant to the terms of the Class I Common Stock Warrants, the expiration date of such Warrants is five years from the date of stockholder approval of the reservation of shares to the extent that issuances under the Warrants may exceed 20% of the Company’s total outstanding shares, which could trigger the Exchange Cap, as described below. By virtue of the stockholder approval on December 3, 2025, the expiration date of such Warrants is now fixed at December 3, 2030.

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

At the Special Meeting of the Company, a total of 2,460,527 shares of the Company’s common stock, being greater than one-third of the 5,924,137 shares of common stock issued and outstanding and entitled to vote as of the record date for the Special Meeting, were present virtually, or represented by valid proxy at the Special Meeting, constituting a quorum.

The following proposals, each as described further in the definitive proxy statement filed with the Securities and Exchange Commission on November 10, 2025, were voted upon by the stockholders:

Proposal 1 – Authorization to issue common stock in connection with Warrants

Stockholders approved the reservation and issuance of shares of our common stock pursuant to the Class I Common Stock Warrants, dated September 11, 2025, entered into between us and certain purchasers in connection with a warrant inducement letter dated September 10, 2025, to the extent that issuances under the 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
2,347,650	109,808	3,069

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

Proposal 2 – Discretionary Authority to adjourn the Special Meeting

Stockholders approved of the adjournment of the Special Meeting to the extent there are insufficient proxies at the Special Meeting to approve the issuance of shares in excess of the Exchange Cap, based on the votes listed below:


For	Against	Abstain
2,377,129	82,853	545

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 corporate update regarding recent progress and product developments. A copy of the transcript of the corporate update is furnished as Exhibit 99.1 to this Current Report on Form 8‑K and is incorporated herein by reference.

The information in this Item 8.01 and in 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		Transcript of Corporate Update
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: December 3, 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

Transcript of Corporate Update

December 3, 2025

Before we end the call, I would like to take a minute or two to provide a brief corporate update and to reflect on 2025. During 2025, we as a Company met our primary corporate objectives and have conducted and completed a Phase 1b clinical study in CKD patients, where we generated some really fantastic game changing results where we were able to demonstrate that Gemini was able to rebalance a patient’s underlying inflammation at the cellular level. This is very important and a significant value creating step for the Company because these results open up the possibility of using Gemini to treat both acute and chronic active inflammation.

As we approach the end of 2025, the Company is in a very good financial position, and we will continue to work diligently to advance Gemini. In particular, we are looking forward to our meeting that is scheduled a little bit later this year with the FDA. The primary objective of that meeting is to gain regulatory FDA input on both the clinical and regulatory development pathways for Gemini, particularly as a treatment for acute kidney injury, which is a significant unmet medical need.

As we move into 2026 and on the heels of that FDA meeting, of which our objective is to get agreement on the clinical study design ultimately for registration and approval of Gemini to treat acute kidney injury, some of the necessary steps that we'll be taking in 2026 in advance of running that clinical study is building the infrastructure of the Company necessary to run a later stage clinical study. Items included in building up that infrastructure are manufacturing additional Gemini drug product as well as placebo to allow us to run placebo controlled clinical studies in a double-blinded fashion, which means that neither the patient nor the doctor, or any of the other caregivers, know what the patient is actually receiving, as well as building or manufacturing new drug. We are also actively working to identify study investigators - the doctors that actually will be treating these AKI patients, as well as working on contracting with a top-tier clinical research organization which provides, in a cost-effective manner, much of the infrastructure necessary to run a large US based and potentially global-based clinical study.

And lastly, I mention that we are talking with FDA about the clinical development pathway and building out the infrastructure with the idea and goal being to start a later stage Phase 2 or Phase 3 clinical study in acute kidney injury during the 2026 timeframe. This concludes our brief update and we look forward to talking to you all in the new year.