リベレーションバイオの四半期報告

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exex

Classr

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q


(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2026


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39603

REVELATION BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3898466
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4660 La Jolla Village Drive, Suite 100, San Diego, CA	92122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 800-3717

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 1/201,600th share of common stock at an exercise price of $2,318,400.00 per share	REVBW	The Nasdaq Stock Market LLC
Series B junior participating preferred purchase rights	N/A	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of August 3, 2026, the registrant had 3,983,416 shares of common stock, $0.001 par value per share, outstanding.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Balance Sheets


	June 30, 2026			December 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	11,482,792		$	10,700,331
Prepaid expenses and other current assets		201,724			111,297
Total current assets		11,684,516			10,811,628
Property and equipment, net		172,032			18,067
Operating lease right-of-use asset		610,443			722,288
Other assets		30,941			30,941
Total assets	$	12,497,932		$	11,582,924
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	931,093		$	577,501
Accrued expenses		759,937			1,397,644
Operating lease liability		189,370			23,013
Total current liabilities		1,880,400			1,998,158
Operating lease liability, net of current portion		550,546			723,771
Total liabilities		2,430,946			2,721,929
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Common Stock, $0.001 par value; 500,000,000 shares authorized; 3,908,420 and 1,583,969 issued and outstanding at June 30, 2026 and December 31, 2025, respectively		3,908			1,584
Additional paid-in-capital		65,814,800			58,278,698
Accumulated deficit		(55,751,722	)		(49,419,287	)
Total stockholders’ equity		10,066,986			8,860,995
Total liabilities and stockholders’ equity	$	12,497,932		$	11,582,924

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Operating expenses:
Research and development	$	1,918,424		$	1,317,980		$	3,295,285		$	2,176,810
General and administrative		1,743,817			1,143,249			3,459,456			2,379,406
Total operating expenses		3,662,241			2,461,229			6,754,741			4,556,216
Loss from operations		(3,662,241	)		(2,461,229	)		(6,754,741	)		(4,556,216	)
Other income (expense), net:
Other income (expense), net		338,857			16,803			422,306			59,289
Change in fair value of warrant liability		—			44			—			1,460
Total other income (expense), net		338,857			16,847			422,306			60,749
Net loss	$	(3,323,384	)	$	(2,444,382	)	$	(6,332,435	)	$	(4,495,467	)

Deemed dividends		—			(3,181,786	)		(5,681,616	)		(3,181,786	)
Net loss attributable to common stockholders		(3,323,384	)		(5,626,168	)		(12,014,051	)		(7,677,253	)
Net loss per share, basic and diluted	$	(0.87	)	$	(28.04	)	$	(3.41	)	$	(54.39	)
Weighted-average shares used to compute net loss per share, basic and diluted		3,829,363			200,668			3,520,259			141,140

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


	Common Stock					Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Capital			Deficit			Equity
Balance at December 31, 2024		43,526		$	44	$	45,213,976		$	(40,505,638	)	$	4,708,382
Alternative cashless exercise of Class F Common Stock Warrants		31,918			32		(32	)		—			—
Issuance of RSAs		4,888			5		(5	)		—			—
Stock-based compensation expense		—			—		223,455			—			223,455
Net loss		—			—		—			(2,051,085	)		(2,051,085	)
Balance as of March 31, 2025		80,332		$	81	$	45,437,394		$	(42,556,723	)	$	2,880,752
Issuance of common stock from the May 2025 Public Offering		56,250			56		3,388,188			—			3,388,244
Class H Pre-funded Warrant exercises		247,084			247		50			—			297
Issuance of common stock for rollover RSU award		1			—		—			—			—
Stock-based compensation expense		—			—		873			—			873
Net loss		—			—		—			(2,444,382	)		(2,444,382	)
Balance as of June 30, 2025		383,667		$	384	$	48,826,505		$	(45,001,105	)	$	3,825,784

Balance at December 31, 2025		1,583,969		$	1,584	$	58,278,698		$	(49,419,287	)	$	8,860,995
Shares released from abeyance		188,200			188		(188	)		—			—
Class I Warrant Inducement exercises		2,136,251			2,136		6,663,876			—			6,666,012
Stock-based compensation expense		—			—		470,997			—			470,997
Net loss		—			—		—			(3,009,051	)		(3,009,051	)
Balance as of March 31, 2026		3,908,420		$	3,908	$	65,413,383		$	(52,428,338	)	$	12,988,953
Stock-based compensation expense		—			—		401,417			—			401,417
Net loss		—			—		—			(3,323,384	)		(3,323,384	)
Balance as of June 30, 2026		3,908,420	—	$	3,908	$	65,814,800		$	(55,751,722	)	$	10,066,986

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended June 30,
	2026			2025
Cash flows from operating activities:
Net loss	$	(6,332,435	)	$	(4,495,467	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		872,414			224,328
Non-cash lease expense		111,845			—
Depreciation expense		15,516			14,441
Disposal of lab supplies		—			6,721
Change in fair value of warrant liability		—			(1,460	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(148,401	)		(119,350	)
Accounts payable		353,592			45,273
Accrued expenses		(637,707	)		(388,174	)
Operating lease liability		(6,868	)		—
Net cash used in operating activities		(5,772,044	)		(4,713,688	)
Cash flows from investing activities:
Purchase of property and equipment		(111,507	)		—
Net cash used in investing activities		(111,507	)		—
Cash flows from financing activities:
Proceeds from Warrant Inducement exercises, net		6,666,012			—
Proceeds from the May 2025 Public Offering, net		—			3,388,244
Proceeds from Class H Pre-Funded Warrants exercise		—			297
Net cash provided by financing activities		6,666,012			3,388,541
Net increase (decrease) in cash and cash equivalents		782,461			(1,325,147	)
Cash and cash equivalents at beginning of period		10,700,331			6,499,018
Cash and cash equivalents at end of period	$	11,482,792		$	5,173,871

Supplemental disclosure of non-cash investing and financing activities:
Issuance of abeyance shares	$	188		$	—
Purchases of property and equipment reclassified from prepaid expenses and other current assets	$	57,974		$	—
Fair value of Class J Common Stock Warrants in connection with the Class I Warrant Inducement	$	9,860,930		$	—
Incremental fair value of the Class I Common Stock Warrants in connection with the Class I Warrant Inducement	$	318,301		$	—
Deemed dividend for exercise price reductions of warrants	$	5,681,616		$	3,181,786
Issuance of Class H Common Stock Warrants in connection with the May 2025 Public Offering	$	—		$	11,546,080
Alternative cashless exercise of Class F Common Stock Warrants	$	—		$	3,094,680

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiary, referred to as “we,” “us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company developing innovative solutions to treat acute and chronic disease. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD, an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury (“AKI”); and GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease (“CKD”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and warrants sold in its initial public offering (“Public Warrants”) are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Split

On January 28, 2026, the Company effected the approved 1-for-4 reverse stock split of our shares of common stock (the “2026 Reverse Split”). No fractional shares were outstanding following the 2026 Reverse Split; any fractional shares were rounded up to the nearest whole share.

On July 7, 2025, the Company effected the approved 1-for-3 reverse stock split of our shares of common stock (the “July 2025 Reverse Split”). No fractional shares were outstanding following the July 2025 Reverse Split; any fractional shares were rounded up to the next whole share.

On January 28, 2025, the Company effected the approved 1-for-16 reverse stock split of our shares of common stock (the “January 2025 Reverse Split”). No fractional shares were outstanding following the January 2025 Reverse Split; any fractional shares were rounded down to the nearest whole share.

Unless specifically provided otherwise herein, the share and per share information that follows in this Quarterly Report, reflects the effect of the reverse stock splits described above.

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of $6.3 million for the six months ended June 30, 2026. As of June 30, 2026, the Company had an accumulated deficit of $55.8 million, a stockholders’ equity of $10.1 million and available cash and cash equivalents of $11.5 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for the Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s unaudited condensed financial statements for June 30, 2026 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The unaudited condensed consolidated financial statements for June 30, 2026, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2025 and for the year ended December 31, 2025 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and six months ended June 30, 2026 are unaudited. The results of operations for the three and six months ended June 30, 2026 are not necessarily indicative of the results to be expected for the year ending December 31, 2026 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto included in this Report on Form 10-Q should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2025 included on Form 10-K, as filed with the SEC on February 26, 2026.

2. Summary of Significant Accounting Policies

During the three and six months ended June 30, 2026, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. Selected significant accounting policies are discussed in further detail below:

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and shares underlying vested restricted stock units for which the shares have not been issued, and excludes shares of restricted stock that are issued but unvested.

The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows:


	June 30, 2026		June 30, 2025
Common stock warrants		8,916,541		1,691,523
Stock options		3		6
Restricted stock units		228,172		-
Total potentially dilutive securities		9,144,716		1,691,529

Recent Accounting Pronouncements

In December 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2025-11, Interim Reporting (Topic 270): Narrow-Scope Improvements (“ASU 2025-11”), which clarifies the guidance in Topic 270 to improve the consistency of interim financial reporting. The ASU provides a comprehensive list of required interim disclosures and introduces a disclosure principle requiring entities to disclose events since the end of the last annual reporting period that have a material impact on the entity. ASU 2025-11 is effective for fiscal years beginning after December 15, 2027, including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

3. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:


	June 30, 2026		December 31, 2025
Prepaid insurance costs	$	52,748	$	19,375
Prepaid professional fees		20,000		-
Other prepaid expenses & current assets		128,976		33,948
Deposit on lab equipment		—		57,974
Total prepaid expenses & current assets	$	201,724	$	111,297

Property and Equipment, Net

Property and equipment, net consisted of the following:


	June 30, 2026			December 31, 2025
Lab equipment	$	252,703		$	117,055
Furniture & fixtures	$	33,833			—
Total property and equipment, gross		286,536			117,055
Accumulated depreciation		(114,504	)		(98,988	)
Total property and equipment, net	$	172,032		$	18,067

Depreciation expense was $8,313 and $7,220 for the three months ended June 30, 2026 and 2025, respectively.

Depreciation expense was $15,516 and $14,441 for the six months ended June 30, 2026 and 2025, respectively.

Accrued Expenses

Accrued expenses consisted of the following:


	June 30, 2026		December 31, 2025
Accrued payroll and related expenses	$	519,627	$	1,187,636
Accrued clinical development costs		120,710		78,935
Accrued professional fees		114,902		67,986
Accrued clinical study expenses		4,608		30,999
Accrued other expenses		90		32,088
Total accrued expenses	$	759,937	$	1,397,644

4. Commitments and Contingencies

Lease Commitments

In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025. The Oberlin Lease, which is an operating lease, has a non-cancelable term of three years, with one three-year renewal option at fair market value. The Oberlin Lease requires base monthly rent of approximately $33,000 which escalates annually by 3%, and contains provisions for free rent periods and an allowance for tenant improvements of up to approximately $54,000. In addition to base rent, the Oberlin Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises, which represent variable lease costs. On the lease commencement date, the Company recognized a right-of-use asset and lease liability of approximately $741,000 on its consolidated balance sheet. As of June 30, 2026, the remaining lease term of the Oberlin Lease was 2.4 years.

The Company also leases office space located in San Diego, California, through a month-to-month rental agreement, with monthly rent of $151. During the year ended December 31, 2025, the Company leased laboratory space on a month-to-month basis with monthly rent equal to $5,350. That lease was terminated effective December 31, 2025.

Commitments

The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

5. Financings

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 56,250 shares of its common stock, 247,084 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0012 which did not have an expiration date (the “Class H Pre-Funded Warrant”) and 14,560,000 warrants to purchase 1,213,334 shares of common stock with an initial exercise price of $13.20 which expire on June 23, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $13.20 per share of common stock and associated Class H Common Stock Warrants, or $13.19 per Class H Pre-Funded Warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million. The shares of common stock issued, the shares of common stock underlying the Class H Pre-Funded Warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025. During 2025, all of the Class H Pre-Funded Warrants and certain of the Class H Common Stock Warrants were exercised. See additional discussion below under Class H Warrant Inducement and Common Stock Issuances during the year ended December 31, 2025 (See Note 7).

Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $0.3 million.

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants during 2025 (see Note 9).

Class H Warrant Inducement

On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 1,088,751 shares of its common stock, at an exercise price of $8.80 per share. In exchange, the Company agreed to issue 3,266,252 Class I Common Stock Warrants. The Class H Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class H Warrant Inducement, the Company paid Roth a cash fee of approximately $0.8 million for its services. The Company received net cash proceeds of approximately $8.7 million, which is net of issuance costs of approximately $0.9 million. The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025 (See Note 9).

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company. As the Class H Common Stock Warrants and the Class I Common Stock Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Class H Common Stock Warrants immediately before and after the warrant modification (see Note 9).

Due to the beneficial ownership limitation provisions in the inducement offer letters, certain of the shares were initially unissued, and held in abeyance for the benefit of the warrant holders, until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. As of December 31, 2025, there were 188,200 shares held in abeyance related to the Class H Warrant Inducement that were released during the six months ended June 30, 2026, resulting in no abeyance shares outstanding as of June 30, 2026.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants during 2025 (see Note 9).

Class I Warrant Inducement

On January 23, 2026, the Company entered into warrant exercise inducement offer letters (the “Class I Warrant Inducement”) with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock, at an exercise price of $8.80 per share. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at a reduced exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Class I Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the Class I Warrant Inducement, the Company paid Roth a cash fee of approximately $0.6 million for its services. The Company received net proceeds of approximately $6.7 million from the warrant exercises, which is net of issuance costs of approximately $0.7 million. The shares of common stock issued from the exercise of the Class I Common Stock Warrants were registered with the SEC on Form S-3 (File No. 333-290309), which was declared effective by the SEC on September 30, 2025. The Class J Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-293078) with the SEC and was declared effective on February 11, 2026.

The Class I Warrant Inducement, which resulted in the issuance of the Class J Common Stock Warrants in exchange for the cash exercise of the Class I Common Stock Warrants, is considered a modification of the Class I Warrants under the guidance of ASC 815-40. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class I Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class I Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $6.7 million. As the Class I Common Stock Warrants and the Class J Common Stock Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.3 million as an equity issuance cost. The amount of the equity issuance cost recognized for the warrant modification was determined at the incremental fair value of the modified Class I Common Stock Warrants immediately before and after the warrant modification.

The Class I Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, the Class H Common Stock Warrants, and the Class I Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, the Company recorded a deemed dividend of approximately $5.7 million related to the price reset of the Class D, Class G, Class H, and Class I Common Stock Warrants during the six months ended June 30, 2026 (see Note 9).

6. Preferred Stock

The Company is authorized under its certificate of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval.

During July 2026, the Company authorized and issued, in conjunction with a stockholder rights plan, rights relating to a new series of preferred stock (see Note 12).

7. Common Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $0.001 per share.

Common Stock Issuances during the year ended December 31, 2025

During January, March, and August 2025, the Company issued 42,336 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

During February and October 2025, the Company issued 252,937 shares of common stock for RSA grants to employees, directors, and a consultant.

During May 2025, the Company issued 56,250 shares of common stock in connection with the May 2025 Public Offering, for which the Company received net cash proceeds of $3.4 million.

During May and June 2025, the Company issued 247,084 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering for cash proceeds of $297.

During July 2025, the Company issued 41,250 shares of common stock for cash exercises of Class H Common Stock Warrants, for which the Company received net proceeds of $363,000.

Between September and December 2025, the Company issued 1,088,751 shares of common stock in connection with the Class H Warrant Inducement, for net cash proceeds of $8.7 million.

Common Stock Issuances during the six months ended June 30, 2026

During January 2026, the Company released from abeyance 188,200 shares of common stock.

During January 2026, the Company issued 2,136,251 shares of common stock in connection with the Class I Warrant Inducement, for net cash proceeds of $6.7 million.

As of June 30, 2026 and December 31, 2025, 3,908,420 and 1,583,969 shares of common stock were issued and outstanding, respectively. As of June 30, 2026, no cash dividends have been declared or paid.

The total shares of common stock reserved for issuance are summarized as follows:


	June 30, 2026		June 30, 2025
Common Stock Warrants		8,916,541		1,691,523
RSU awards outstanding(1)		268,485		—
Stock options outstanding		3		6
Rollover RSU awards outstanding		—		1
Shares reserved for issuance		9,185,029		1,691,530
Shares available for future stock grants under the 2021 Equity Incentive Plan		800,282		8,157
Total common stock reserved for issuance		9,985,311		1,699,687

(1) Includes 40,313 shares of common stock underlying restricted stock units that vested during the six months ended June 30, 2026 for which the underlying shares of common stock were not issued as of June 30, 2026.

8. Stock-Based Compensation

2021 Equity Incentive Plan

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. The 2021 Plan covers any option, restricted stock award, restricted stock unit, non-employee director award, or other stock-based award, in each case granted to an eligible participant pursuant to the 2021 Plan. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, or within periods from one to four years, with vesting based on the continued service of eligible participants. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10% of the increase in the aggregate number of fully diluted shares of our common stock from the first day of the preceding quarter to the first day of the current quarter, or such lesser number as determined by our board of directors (the “Evergreen”). As of June 30, 2026, the number of shares of common stock approved for issuance under the 2021 Plan is 1,299,207 shares.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options shall not be exercisable after five years from the grant date.

2026 Equity Inducement Plan

In April 2026, the Board of Directors of the Company adopted the Revelation Biosciences, Inc. 2026 Equity Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of stock options, restricted stock awards, restricted stock units, and other stock based awards. The Inducement Plan is intended to be used exclusively for grants of equity awards to new employees as an inducement to entering into employment with the Company. The maximum number of shares of common stock reserved for issuance under the Inducement Plan is 750,000 shares of common stock. As of June 30, 2026, no awards have been granted under the Inducement Plan.

Restricted Stock Units

On January 8, 2026, there were an aggregate of 249,779 restricted stock units (“RSUs”) granted to employees and members of the Board of Directors. The RSUs were granted from shares available under the 2021 Plan and either vest quarterly over one year from the grant date or vest quarterly over two years from the grant date. The awards had a fair value of $0.9 million, based on the Company’s stock price on the date of grant.

In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of 22,500 RSUs. This inducement award, granted outside of the 2021 Plan, was unregistered at the time of issuance, but was subsequently registered in April 2026. These RSUs vest over two years in equal quarterly installments subject to the employee’s continued service. These RSUs had a fair value of $0.1 million, based on the Company’s stock price on the date of grant.

The activity related to RSUs during the six months ended June 30, 2026 is summarized as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025		—		$	—
Granted		272,279			3.60
Forfeited / cancelled		(3,794	)		3.60
Vested		(40,313	)		3.60
Nonvested at June 30, 2026		228,172		$	3.60

Restricted Stock Awards

On February 11, 2025, there were 4,888 restricted stock awards (“RSAs”) granted to employees and members of the Board of Directors, which had a fair value of $0.2 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 4,813 shares fully vested on the date of grant and the remaining 75 shares vested on February 11, 2026.

On October 28, 2025, there were 248,049 RSAs granted to employees, the Board of Directors, and a consultant, which had a fair value of $1.3 million based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 48,834 shares that vest over one quarter and 199,215 shares that vest quarterly over one year.

The activity related to RSAs during the six months ended June 30, 2026 is summarized as follows:


	Number of Shares			Weighted-Average Grant Date Fair Value
Nonvested at December 31, 2025		248,124		$	5.29
Granted		—			—
Forfeited / cancelled		—			—
Vested		(148,517	)		5.38
Nonvested at June 30, 2026		99,607		$	5.36

Stock-Based Compensation Expense

For the three and six months ended June 30, 2026 and 2025, the Company recorded stock-based compensation expense for the periods indicated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2026		2025		2026		2025
General and administrative:
RSA awards	$	266,504	$	582	$	557,358	$	189,930
RSU awards		113,693		—		220,116		—
General and administrative stock-based compensation expense		380,197		582		777,474		189,930
Research and development:
RSA awards		—		291		54,358		34,398
RSU awards		21,220		—		40,582		—
Research and development stock-based compensation expense		21,220		291		94,940		34,398
Total stock-based compensation expense	$	401,417	$	873	$	872,414	$	224,328

As of June 30, 2026, there was approximately $0.7 million of unrecognized stock-based compensation expense related to RSU grants, which is expected to be recognized over approximately 1.4 years, and approximately $0.3 million of unrecognized stock-based compensation expense related to RSA grants, which is expected to be recognized over approximately 0.3 years.

9. Warrants

Common Stock Warrants Outstanding

The following table summarizes the Company's outstanding and exercisable common stock warrants as of June 30, 2026:

         Common Stock Warrants

         Classification

         Shares of Common Stock Underlying Outstanding Warrants

         Exercise 
Price

         Expiration
 Date

Public Warrants

Equity-classified

53

2,318,400.00

1/10/2027

Rollover Warrants

Equity-classified

1

540,848.73

1/31/2027

Class A Common Stock Warrants

Equity-classified

13

663,264.00

7/25/2027

Class A Placement Agent Common Stock Warrants

Equity-classified

2

663,264.00

7/25/2027

Class B Common Stock Warrants

Equity-classified

42

120,960.00

7/28/2027

Class B Placement Agent Common Stock Warrants

Equity-classified

3

151,200.00

7/25/2027

Class C Common Stock Warrants

Liability-classified

41

1.78

2/14/2028

Class D Common Stock Warrants

Equity-classified

422

1.78

2/5/2029

Class E Common Stock Warrants

Equity-classified

5,376

192.00

8/22/2029

Class G Common Stock Warrants

Equity-classified

3,424,753

1.78

1/16/2030

Class H Common Stock Warrants

Equity-classified

83,334

1.78

6/23/2030

Class I Common Stock Warrants

Equity-classified

1,130,001

1.78

12/3/2030

Class J Common Stock Warrants

Equity-classified

4,272,500

1.78

3/18/2031

Total Shares of Common Stock Underlying Outstanding Warrants at June 30, 2026

8,916,541

Class C Common Stock Warrants

The Class C Common Stock Warrants are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. As of June 30, 2026 and December 31, 2025, the fair value of the Class C Common Stock Warrants was insignificant.

Class D Common Stock Warrants

As a result of an exercise price adjustment triggered by the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $192.00 to $45.12. The exercise price was further reset to $13.20 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5). Additionally, the exercise price was reset to $8.80 as a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, and then reset to $6.20 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5). The impact of the down-round triggers for the Class D Common Stock Warrants during 2025 was not significant.

The exercise price of the Class D Common Stock Warrants was reset from $6.20 to $1.90 as a result of the down-round provision triggered by instruments sold in the Class I Warrant Inducement on January 23, 2026 (see Note 5), and again on January 28, 2026 to $1.78 as a result of the exercise price adjustment triggered by the 2026 Reverse Split. The impact of the down-round price adjustment for the Class D Common Stock Warrants was not significant to the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2026.

Class G Common Stock Warrants

The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $192.00 to $45.12 and a proportional increase in the number of shares issuable upon exercise from 31,751 shares to 135,122 shares.

On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $13.20 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 461,818 shares. The Company recorded a related deemed dividend of approximately $3.2 million during the three and six months ended June 30, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $45.12 per share and an exercise price of $13.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital.

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $45.12 per share and $13.20 per share were $8.48 per warrant share and $9.36 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	4.64
Risk-free interest rate	4.00	%
Expected dividend yield	0.0	%

As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $8.80 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 461,818 shares to 692,735 shares.

On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $6.20 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 983,236 shares. The Company recorded a related deemed dividend of approximately $2.8 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital.

The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $8.80 per share and $6.20 per share were $8.96 per warrant share and $9.12 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	155	%
Expected term (years)	4.36
Risk-free interest rate	3.53	%
Expected dividend yield	0.0	%

The exercise price of the Class G Common Stock Warrants was reset from $6.20 to $1.90 on January 23, 2026, as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement (see Note 5), and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants from 983,236 shares to 3,203,565 shares. The Company recorded a related deemed dividend of approximately $5.4 million during the six months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $6.20 per share and an exercise price of $1.90 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in addition paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on January 23, 2026, with an exercise price of $6.20 per share and $1.90 per share were $2.20 per warrant share and $2.37 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	162	%
Expected term (years)	3.98
Risk-free interest rate	3.76	%
Expected dividend yield	0.0	%

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78, and a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 3,424,753 shares.

Class H Common Stock Warrants

On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 1,213,334 shares of common stock. The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class H Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class H Common Stock Warrants were valued on the issuance date in the aggregate at $11.5 million, which was included in the issuance costs of the May 2025 Public Offering. The fair value of the Class H Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	5.00
Risk-free interest rate	4.00	%
Expected dividend yield	0.0	%

As a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset from $13.20 to $8.80.

On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $6.20 per warrant. The Company recorded a related deemed dividend of approximately $13,000 during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $6.20 per share, which resulted in a fair value of $8.96 per warrant share and $9.12 per warrant share, respectively.

The exercise price of the Class H Common Stock Warrants was reset from $6.20 to $1.90 on January 23, 2026 as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement (see Note 5). The Company recorded a related deemed dividend of approximately $13,000 during the six months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $6.20 per share and an exercise price of $1.90 per share, which resulted in a fair value of $2.22 per warrant share and $2.38 per warrant share, respectively.

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class H Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78.

Class I Common Stock Warrants

On September 11, 2025 in connection with the Class H Warrant Inducement (see Note 5), the Company issued Class I Common Stock Warrants to purchase up to 3,266,252 shares of common stock at an initial exercise price of $8.80 per share. The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class I Common Stock Warrants are exercisable for a period of five years from December 3, 2025, which was the date of shareholder approval. The Class I Common Stock Warrants were valued on the issuance date in the aggregate at $23.7 million, which was included in the issuance costs of the Class H Warrant Inducement. The fair value of the Class I Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	5.00
Risk-free interest rate	3.59	%
Expected dividend yield	0.0	%

On January 23, 2026, in connection with the Class I Warrant Inducement, there were 2,136,251 Class I Common Stock Warrants that were exercised for 2,136,251 shares of common stock (see Note 5). The exercise price of the remaining 1,130,001 Class I Common Stock Warrants was reset from $8.80 to $1.90 as a result of the down-round provision triggered by the instruments sold in the Class I Warrant Inducement. The Company recorded a related deemed dividend of approximately $0.2 million during the six months ended June 30, 2026, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $8.80 per share and an exercise price of $1.90 per share, which resulted in a fair value of $2.16 per warrant share and $2.38 per warrant share, respectively. This was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	149	%
Expected term (years)	4.86
Risk-free interest rate	3.84	%
Expected dividend yield	0.0	%

The 2026 Reverse Split on January 28, 2026 also triggered an exercise price adjustment per the terms of the Class I Common Stock Warrants, which resulted in a reduction to the exercise price from $1.90 to $1.78.

Class J Common Stock Warrants

On January 23, 2026 in connection with the Class I Warrant Inducement (see Note 5), the Company issued Class J Common Stock Warrants to purchase up to 4,272,500 shares of common stock at an initial exercise price of $3.44 per share. The Class J Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class J Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class J Common Stock Warrants were valued on the issuance date in the aggregate at $9.9 million, which was included in the issuance costs of the Class I Warrant Inducement. The fair value of the Class J Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	5.00
Risk-free interest rate	3.84	%
Expected dividend yield	0.0	%

Additionally, the 2026 Reverse Split on January 28, 2026 triggered an exercise price adjustment per the terms of the Class J Common Stock Warrants, which resulted in a reduction to the exercise price from $3.44 to $1.78.

10. Income Taxes

The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax loss and other comprehensive loss. The Company did not record a provision or benefit for income taxes during the three and six months ended June 30, 2026 and 2025, respectively.

The Company incurred taxable losses in 2025 and projects further taxable losses for 2026. The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets.

11. Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of one reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system.

The CODM of the Company is the Chief Executive Officer. The CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net loss that is also reported within the condensed consolidated statements of operations. The measure of segment assets that is reviewed by the CODM is reported within the condensed consolidated balance sheets as consolidated total assets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM:


	Three Months Ended June 30,						Six Months Ended June 30,
	2026			2025			2026			2025
Segment operating expenses:
Research and development:
GEM-AKI program expenses	$	(1,143,314	)	$	(480,714	)		(1,431,082	)	$	(716,003	)
GEM-CKD program expenses		(2,042	)		(480,714	)		(82,100	)		(716,002	)
GEM-AKI manufacturing expenses		(224,867	)		-			(544,946	)		—
Other expenses(1)		(131,578	)		(20,570	)		(308,912	)		(44,183	)
Personnel expenses (including stock-based compensation)		(416,623	)		(335,982	)		(928,245	)		(700,622	)
General and administrative		(1,743,817	)		(1,143,249	)		(3,459,456	)		(2,379,406	)
Change in fair value of warrant liability		—			44			—			1,460
Interest income		82,159			19,672			165,994			47,390
Other income and expenses, net(2)		256,698			(2,869	)		256,312			11,899
Net loss	$	(3,323,384	)	$	(2,444,382	)	$	(6,332,435	)	$	(4,495,467	)


(1)	Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs.
(2)	Consists of foreign currency transaction gains and losses. In 2026, this also includes a Delaware franchise tax refund for overpaid fees.

12. Subsequent Events

Stockholder Rights Plan

During July 2026, the Company amended its certificate of incorporation to adopt a Certificate of Designation of Rights, Preferences, and Privileges of Series B Junior Participating Preferred Stock (“Series B Preferred”), designating 100,000 shares as Series B Preferred, with a par value of $0.001 per share, in conjunction with a stockholders rights plan that was adopted on July 10, 2026, as described below. The Series B Preferred shall entitle the holder thereof to 1,000 votes on all matters submitted to a vote of the stockholders of the Company. The holders of shares of Series B Preferred and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of stockholders of the Company. Subject to the prior and superior right of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series B Preferred with respect to dividends, the holders of shares of Series B Preferred shall be entitled to receive dividends when, as and if declared by the Board of Directors out of funds legally available for this purpose, and the Company shall declare a dividend or distribution on the Series B Preferred immediately after it declares a dividend or distribution on the Common Stock (other than a dividend payable in shares of Common Stock). Upon any liquidation, dissolution or winding up of the Company, no distribution shall be made to the holders of shares of stock ranking junior to the Series B Preferred unless, prior to the holders of shares of Series B Preferred receiving the greater of (a) $1,000 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment, and (b) an aggregate amount per share, subject to adjustment, equal to 1,000 times the aggregate amount to be distributed per share to holders of shares of Common Stock plus an amount equal to any accrued and unpaid dividends on such shares of Series B Preferred.

On July 10, 2026, the Board of Directors of the Company adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one Series B Preferred purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The Rights will become exercisable only if a person or a group of affiliated or associated persons has become an “Acquiring Person,” which is defined in the Rights Agreement as a person or group of affiliated or associated persons who acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. In that case, each holder of a Right will be entitled to purchase one one-thousandth of a share of the Company’s Series B Preferred at a price of $20, subject to adjustment. The Rights are not exercisable until the Distribution Date, which is the earlier of (i) ten calendar days after a public announcement that a person has become an Acquiring Person and (ii) ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person. In addition, the Rights Agreement has customary flip-in, flip-over and exchange features, and the Board of Directors may redeem all of the Rights at a price of $0.001 per Right, at any time before a person becomes an Acquiring Person. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with our audited financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, the Company’s Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s registration statements filed under the Securities Act of 1933, as amended, particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

Overview

Revelation is a clinical-stage life science company developing innovative solutions to treat acute and chronic disease. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD, an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury; and GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease (together the “Product Candidates”).

Since our inception, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of the Product Candidates.

We have funded our operations since our inception to June 30, 2026 through the issuance and sale of our capital stock, from which we have raised net proceeds of $75.9 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one-year after the date that our unaudited condensed consolidated financial statements for June 30, 2026 were issued, which raises substantial doubt about our ability to continue as a going concern.

We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

We have incurred recurring losses since our inception, including a net loss of $6.3 million for the six months ended June 30, 2026 and $4.5 million for the six months ended June 30, 2025. As of June 30, 2026 we had an accumulated deficit of $55.8 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

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continue the research and development of our product candidates;

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initiate clinical studies for, or preclinical development of, our product candidates;

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further develop and refine the manufacturing processes of our product candidates;

•

change or add manufacturers or suppliers of product candidate materials;

•

seek regulatory and marketing authorizations for any of our product candidates that successfully complete development;

•

acquire or license other product candidates, technologies or biological materials;

•

make milestone, royalty or other payments under future license agreements;

•

obtain, maintain, protect and enforce our intellectual property portfolio;

•

seek to attract and retain new and existing skilled personnel;

•

create additional infrastructure to support our operations as a public company and incur increased legal, accounting, investor relations and other expenses; and

•

experience delays or encounter issues with any of the above.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical studies and our expenditures on other research and development activities.

We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. Accordingly, until such time as we can generate significant revenue from sales of Product Candidates or other product candidates, if ever, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Recent Developments

Stockholder Rights Plan

On July 10, 2026, the Board of Directors of the Company adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The Rights will become exercisable only if a person or a group of affiliated or associated persons has become an “Acquiring Person,” which is defined in the Rights Agreement as a person or group of affiliated or associated persons who acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. In that case, each holder of a Right will be entitled to purchase one one-thousandth of a share of the Company’s Series B Preferred at a price of $20, subject to adjustment. The Rights are not exercisable until the Distribution Date, which is the earlier of (i) ten calendar days after a public announcement that a person has become an Acquiring Person and (ii) ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person. In addition, the Rights Agreement has customary flip-in, flip-over and exchange features, and the Board of Directors may redeem all of the Rights at a price of $0.001 per Right, at any time before a person becomes an Acquiring Person. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange.

Reverse Stock Splits

On January 28, 2026, the Company effected a 1-for-4 reverse stock split of our outstanding shares of common stock, which had been approved at the 2025 annual meeting of stockholders on June 23, 2025. All share numbers included herein have been adjusted to reflect this reverse split.

Class I Warrant Inducement

On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $8.80 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Company received net proceeds of approximately $6.7 million from the warrant exercises.

Research and Development

Research and development expenses consist primarily of costs incurred for the development of our product candidates. Our research and development expenses consist primarily of external costs related to clinical development, costs related to contract research organizations, costs related to consultants, costs related to acquiring and manufacturing clinical study materials, costs related to contract manufacturing organizations and other vendors, costs related to the preparation of regulatory submissions, costs related to laboratory supplies and services, and personnel costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in research and development efforts.

We expense all research and development expenses in the periods in which they are incurred. We accrue for costs incurred as the services are being provided by monitoring the status of specific activities and the invoices received from our external service providers. We adjust our accrual as actual costs become known.

We expect our research and development expenses to increase substantially for the foreseeable future as we continue the development of Product Candidates and continue to invest in research and development activities. The process of conducting the necessary clinical research and product development to obtain regulatory approval is costly and time consuming, and the successful development of Product Candidates and any future product candidates is highly uncertain. To the extent that our product candidates continue to advance into larger and later stage clinical studies, our expenses will increase substantially and may become more variable.

The actual probability of success for Product Candidates or any future product candidate may be affected by a variety of factors, including the safety and efficacy of our product candidates, investment in our clinical programs, manufacturing capability, regulatory and staffing developments at the FDA and competition with other products. As a result, we are unable to determine the timing of initiation, duration and completion costs of our research and development efforts or when and to what extent we will generate revenue from the commercialization and sale of Product Candidates or any future product candidate.

General and Administrative

Our general and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including financial advisory, legal, human resource, audit and accounting services and consulting costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in executive, finance and other administrative functions. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities. We also anticipate increased expenses as we continue to operate as a public company, including increased expenses related to financial advisory services, audit, legal, regulatory, investor relations costs, director and officer insurance premiums associated with maintaining compliance with exchange listing and SEC requirements.

Other Income (Expense), Net

Other income (expense), net primarily consists of interest income from our cash balances in savings accounts and foreign currency transaction gains and losses, in addition to other gains or losses resulting from transactions that do not relate to our continuing operations, if any.

Results of Operations

The following table summarizes our results of operations for the periods presented:


	Three Months Ended June 30,									Six Months Ended June 30,
	2026			2025			Change			2026			2025			Change
Operating expenses:
Research and development	$	1,918,424		$	1,317,980		$	600,444		$	3,295,285		$	2,176,810		$	1,118,475
General and administrative		1,743,817			1,143,249			600,568			3,459,456			2,379,406			1,080,050
Total operating expenses		3,662,241			2,461,229			1,201,012			6,754,741			4,556,216			2,198,525
Loss from operations		(3,662,241	)		(2,461,229	)		(1,201,012	)		(6,754,741	)		(4,556,216	)		(2,198,525	)
Total other income (expense), net		338,857			16,847			322,010			422,306			60,749			361,557
Net loss	$	(3,323,384	)	$	(2,444,382	)	$	(879,002	)	$	(6,332,435	)	$	(4,495,467	)	$	(1,836,968	)

Research and Development Expenses

The following table summarizes our research and development expenses for the periods presented:


	Three Months Ended June 30,							Six Months Ended June 30,
	2026		2025		Change			2026		2025		Change
GEM-AKI program expenses	$	1,143,314	$	480,714	$	662,600		$	1,431,082	$	716,003	$	715,079
GEM-CKD program expenses		2,042		480,714		(478,672	)	$	82,100		716,002		(633,902	)
GEM-AKI manufacturing expenses		224,867		—		224,867		$	544,946		—		544,946
Other expenses		131,578		20,570		111,008		$	308,912		44,183		264,729
Personnel expenses (including stock-based compensation)		416,623		335,982		80,641		$	928,245		700,622		227,623
Total research and development expenses	$	1,918,424	$	1,317,980	$	600,444		$	3,295,285	$	2,176,810	$	1,118,475

Research and development expenses increased by $0.6 million, from $1.3 million for the three months ended June 30, 2025 to $1.9 million for the three months ended June 30, 2026. The increase was primarily due to increases of $0.7 million in program expenses related to GEM-AKI, $0.2 million in manufacturing expenses related to GEM-AKI, $0.1 million of other expenses related to the new facility, and $0.1 million in personnel expenses, offset by a $0.5 million decrease in program expenses related to GEM-CKD.

Research and development expenses increased by $1.1 million, from $2.2 million for the six months ended June 30, 2025 to $3.3 million for the six months ended June 30, 2026. The increase was primarily due to increases of $0.7 million in program expenses related to GEM-AKI, $0.5 million in manufacturing expenses related to GEM-AKI, $0.3 million of other expenses primarily related to the new facility, and $0.2 million in personnel expenses, offset by a $0.6 million decrease in program expenses related to GEM-CKD.

General and Administrative Expenses

General and administrative expenses increased by $0.6 million, from $1.1 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026. The increase was primarily due to increases of $0.5 million in personnel expenses, including stock-based compensation, and $0.1 million in professional fees.

General and administrative expenses increased by $1.1 million, from $2.4 million for the six months ended June 30, 2025 to $3.5 million for the six months ended June 30, 2026. The increase was primarily due to increases of $0.8 million in personnel expenses, including stock-based compensation, and $0.3 million in professional fees and costs related to the new facility lease.

Other Income (Expense), Net

Other income (expense), net, increased by $0.3 million, from $17,000 for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026. The increase was primarily due to a refund received from the state of Delaware for overpaid franchise fees totaling $0.3 million.

Other income (expense), net, increased by $0.4 million, from $0.1 million for the six months ended June 30, 2025 to $0.4 million for the six months ended June 30, 2026. The increase was primarily due to a refund received from the Delaware Secretary of State for overpaid franchise fees totaling $0.3 million, and an increase of $0.1 million in interest income from our cash balances in savings accounts.

Liquidity and Capital Resources

Since our inception to June 30, 2026, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $75.9 million. As of June 30, 2026, we had available cash and cash equivalents of $11.5 million and an accumulated deficit of $55.8 million.

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our Product Candidates or other product candidates. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

We expect to continue to generate substantial operating losses for the foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of our current financial resources and through additional raises of capital.

To the extent that we raise additional capital through partnerships or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical studies or preclinical studies, research and development programs or commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Going Concern

We have incurred recurring losses since our inception, including a net loss of $6.3 million for the six months ended June 30, 2026. As of June 30, 2026 we had an accumulated deficit of $55.8 million, a stockholders’ equity of $10.1 million and available cash and cash equivalents of $11.5 million. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for the Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that our unaudited financial statements for June 30, 2026 were issued, which raises substantial doubt about our ability to continue as a going concern.

To continue as a going concern, we will need, among other things, to raise additional capital resources. We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

The unaudited condensed consolidated financial statements for June 30, 2026, have been prepared on the basis that we will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for us to continue as a going concern.

Cash Flows

The following table summarizes our cash flows for the periods presented:


	Six Months Ended June 30,
	2026			2025
Net cash used in operating activities	$	(5,772,044	)	$	(4,713,688	)
Net cash used in investing activities		(111,507	)		—
Net cash provided by financing activities		6,666,012			3,388,541
Net increase (decrease) in cash and cash equivalents	$	782,461		$	(1,325,147	)

Net Cash Used in Operating Activities

During the six months ended June 30, 2026, net cash used in operating activities was $5.8 million, which consisted of a net loss of $6.3 million, adjusted for non-cash items of $1.0 million, including stock-based compensation expense, non-cash lease expense and depreciation expense, and a net change of $0.4 million in our net operating assets and liabilities.

During the six months ended June 30, 2025, net cash used in operating activities was $4.7 million, which consisted of a net loss of $4.5 million, adjusted for non-cash items of $0.2 million, including the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense, and a net change of $0.5 million in our net operating assets and liabilities.

Net Cash Used in Investing Activities

During the six months ended June 30, 2026, net cash used in investing activities consisted of the purchase of property and equipment.

During the six months ended June 30, 2025, there was no net cash provided by or used in investing activities.

Net Cash Provided by Financing Activities

During the six months ended June 30, 2026, net cash provided by financing activities was $6.7 million and was due to net proceeds received from the Class I Warrant Inducement in January 2026.

During the six months ended June 30, 2025, net cash provided by financing activities was $3.4 million from the May 2025 Public Offering.

Contractual Obligations and Other Commitments

We enter into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. We believe that our non-cancelable obligations under these agreements are not material.

Off-Balance Sheet Arrangements

As of June 30, 2026, we did not have any off-balance sheet arrangements.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks in the ordinary course of our business.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”). The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on our consolidated financial statements. As of June 30, 2026, there have been no material changes to our existing critical accounting policies and estimates discussed in Part II, Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2025.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of June 30, 2026, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Our business is subject to various risks, including those described below and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.

A newly adopted Nasdaq rule could result in the delisting of the Company’s securities.

Revelation’s common stock and Public Warrants are listed on the Nasdaq Capital Market listing tier (“Nasdaq Capital Market”) under the symbols “REVB” and “REVBW,” respectively. In general, if Nasdaq delists the Revelation common stock and Public Warrants from trading on its exchange for failure to meet the listing standards such as the minimum public stockholders equity requirement, minimum bid price, minimum market value of publicly-held shares, for failure to hold an annual stockholders meeting, or any other listing standards, we and our stockholders could face significant material adverse consequences including:

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limited availability of market quotations for our securities;

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reduced liquidity for Revelation’s securities;

•

a determination that the Revelation common stock is a “penny stock” which will require brokers trading in the Revelation common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Revelation’s securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

On or about July 23, 2026, the SEC allowed a new Nasdaq continued listing rule to come into effect (the “MVLS Rule”) that requires automatic delisting if the market value of a company's listed securities remains below $5 million for 30 consecutive business days. The new MVLS Rule eliminates any cure period, precludes any automatic stay of suspension pending an appeal, and results in an immediate trading suspension upon Nasdaq's determination of non-compliance. Given that the current market value of the Company’s listed securities is below $5 million, the MVLS Rule would result in the delisting of the Company’s securities from Nasdaq should the market value of its listed securities remain below $5 million for 30 consecutive business days. Prior to its implementation, however, the MVLS Rule was automatically stayed pending further action by the SEC. Accordingly, it is currently uncertain when the stay will be lifted, or the MVLS Rule delayed, modified, or set aside. The Company is in active discussions with its financial and legal advisors to address the manner in which it could achieve compliance with the MVLS Rule, if at all, should it be implemented in generally the same form as it had been originally adopted. There can be no assurances, however, that if the stay is lifted and the MVLS Rule goes into effect as originally adopted, the Company’s efforts to avoid delisting will be successful.

We have recently adopted a Rights Agreement that includes terms and conditions that could discourage a takeover or other transaction that stockholders may otherwise consider favorable.

In recognition of the risk that an opportunist acquiror may attempt to take over the Company at a price that does not reflect the full value of the Company’s development pipeline, on July 10, 2026, the Board adopted a stockholder rights plan (the “Rights Plan”) pursuant to which stockholders of record as of the close of business on July 21, 2026 are to receive one preferred share purchase right (each, a “Right”) for each outstanding share of Common Stock they beneficially own. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series B Junior Participating Preferred Stock (the “Preferred Stock”), of the Company at an exercise price of $20.00, subject to adjustment. Under the Rights Agreement, the Rights will become exercisable if a person or group acquires beneficial ownership of 10% or more of the Company’s outstanding Common Stock (15% for qualifying passive investors that file on Schedule 13G) without the prior approval of the Board, or if a person or group with beneficial ownership of 10% or more at the time the adoption of the Rights Agreement is announced acquires any additional shares of Common Stock, without the prior approval of the Board. In the event that the Rights become exercisable due to such thresholds being triggered or certain other triggers, each Right will entitle its holder to purchase, at the Right’s exercise price, a number of shares of common stock or equivalent securities (including the Common Stock or equivalent securities of an acquiring entity after a change of control upon certain triggers) having a market value at that time equal to twice each Right’s exercise price.

The Board adopted the Rights Agreement to protect the interests of Company stockholders. In general terms, subject to certain enumerated exceptions, it works by imposing significant dilution upon any person or group that acquires beneficial ownership of 10% or more of the shares of Common Stock, or if a person or group with beneficial ownership of 10% or more at the time the adoption of the Rights Agreement is announced acquires any additional shares of Common Stock, without the prior approval of the Board. In general, any person will be deemed to beneficially own any securities (a) as to which such person has any agreement, arrangement or understanding with another person for the purpose of acquiring, holding, voting or disposing of any shares of Common Stock or (b) that are the subject of a derivative transaction or constitute a derivative security. As a result, the overall effect of the Rights Agreement and the issuance of the Rights may be to render more difficult or discourage a merger, tender or exchange offer or other business combination involving the Company that is not approved by the Board. However, neither the Rights Agreement nor the Rights should interfere with any merger, tender or exchange offer or other business combination approved by the Board.

The Rights Agreement is similar to agreements adopted by other public companies in comparable circumstances. It is intended to enable all Company stockholders to realize the full value of their investment and to reduce the likelihood that any person or group gains control of the Company through open-market accumulation or other coercive or unfair tactics without paying an appropriate control premium to all stockholders. It is designed to protect stockholders’ interests, by, among others, providing the Board sufficient time to make informed judgments and take actions that are in the best interests of all of the Company’s stockholders and other stakeholders. Nevertheless, the Rights Agreement may be considered to have certain anti-takeover effects, including potentially discouraging a third party from attempting to obtain a substantial position in the Common Stock or seeking to obtain control of the Company and discouraging a takeover attempt that stockholders may consider favorable or that could result in a premium over the market price of the Common Stock. Even in the absence of a takeover attempt, the Rights Agreement may adversely affect the prevailing market price of the Common Stock if it is viewed as discouraging takeover attempts in the future. The Company cannot predict, and no assurances can be given as to, the outcome or timing of any matters relating to the foregoing actions by activist stockholders and its responses thereto or the ultimate effects on its business, liquidity, financial condition, or results of operations.

We will require substantial additional financing to continue our operations, which may not be available on acceptable terms or at all, and any future financing may cause substantial dilution to our stockholders.

Drug development is a lengthy, expensive, and uncertain process. We have incurred significant operating losses since our inception, and we expect to continue to incur substantial net losses for the foreseeable future as we advance our product candidates through preclinical and clinical development, seek regulatory approvals, and build our commercial infrastructure. We do not currently have any products approved for sale, and we do not generate any revenue from product sales. As a result, we are entirely dependent on external financing to fund our operations.

We will require substantial additional capital to continue to operate in accordance with our business plan, including to fund ongoing and planned research and development activities, conduct clinical trials, support regulatory submissions, maintain and expand our intellectual property portfolio, and for working capital and general corporate purposes. The amount and timing of our future funding requirements will depend on many factors, some of which are beyond our control, including the progress, costs, and results of our clinical and preclinical programs; the outcome of regulatory review of our product candidates; the cost and timing of establishing sales and marketing capabilities; and market conditions generally.

We cannot assure you that additional financing will be available when needed or, if available, that it will be available on terms that are acceptable to us. If we are unable to raise capital when needed or on acceptable terms, we could be forced to delay, reduce, or eliminate our research and development programs or other operations, which could have a material adverse effect on our business, financial condition, and results of operations.

To the extent we raise additional capital through the issuance of equity or equity-linked securities—including common stock, preferred stock, warrants, or convertible instruments—our existing stockholders will experience dilution. Such dilution may be substantial. In addition, certain of our outstanding securities contain anti-dilution provisions that are triggered by future issuances of equity at prices below the existing conversion or exercise prices. To the extent such provisions are triggered, holders of those securities may have their conversion or exercise prices adjusted to the new offering price, resulting in further dilution to our other stockholders beyond what would otherwise occur. The terms of any future financing may also include covenants or other restrictions that limit our operational flexibility. There can be no assurance that we will be able to obtain the financing necessary to continue our operations on terms acceptable to us, if at all, and our failure to do so could have a material adverse effect on our business and the value of our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2026, no director or officer adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K) or a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K).

Item 6. Exhibits, Financial Statement Schedules.

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.


EXHIBIT		DESCRIPTION
10.1(1)		Revelation Biosciences, Inc. 2026 Equity Inducement Plan
10.2*		Form of Restricted Stock Unit Grant Notice under 2026 Equity Inducement Plan
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


(1)	Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-8 filed on April 15, 2026.
*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.


	REVELATION BIOSCIENCES, INC.

Date: August 6, 2026	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: August 6, 2026	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting officer)

EX-10.2 2 revb-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

NOTICE OF RESTRICTED STOCK UNIT GRANT UNDER THE

REVELATION BIOSCIENCES, INC. 2026 EQUITY Inducement PLAN

Revelation Biosciences, Inc., a Delaware corporation (the “Company”), pursuant to the Revelation Biosciences, Inc. 2026 Equity Inducement Plan (as may be amended from time to time, the “Plan”), hereby grants to the individual named below (the “Participant”) the number of Restricted Stock Units (as defined in the Plan) set forth below (the “Restricted Stock Units”). The Restricted Stock Units are subject to all of the terms and conditions set forth in this Notice of Restricted Stock Unit Grant (this “Grant Notice”), in the Restricted Stock Unit Award Agreement attached hereto (the “Award Agreement”), and in the Plan, all of which are incorporated herein in their entirety. Capitalized terms not otherwise defined herein will have the meaning set forth in the Plan. This Restricted Stock Units grant has been made as of the grant date indicated below, which shall be referred to as the “Grant Date.”

Participant: ___________________________

Grant Date: ___________________________

Total Number of

Restricted Stock Units: __________________________ shares of Common Stock, subject to adjustment as provided in the Plan.

Vesting Schedule: Except as otherwise provided in Section 3 of the Award Agreement, the Restricted Stock Units will vest:

[in full on the ___ anniversary of the Grant Date];

[in four (4)/eight (8) as nearly equal as possible quarterly installments commencing on _________ (as the first vesting date) over the next [year/two years/xxx years];

provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable vesting date.

* * * * *

The Participant must accept this Restricted Stock Unit grant by executing this Grant Notice in the space provided below and returning such original execution copy to the Company or otherwise indicating affirmative acceptance of the Restricted Stock Unit grant electronically pursuant to procedures established by the Company and/or its third party administrator. The undersigned Participant acknowledges that he or she has received a copy of this Grant Notice, the Award Agreement, and the Plan. As an express condition to the grant of the Restricted Stock Units hereunder, the Participant agrees to be bound by the terms of this Grant Notice, the Award Agreement, and the Plan. The Participant has read carefully and in its entirety the Award Agreement and specifically the acknowledgements in Section 7.9 thereof. This Grant Notice, the Award Agreement and the Plan set forth the entire agreement and understanding of the Company and the Participant with respect to the grant, vesting and administration of this Restricted Stock Units award and supersede all prior agreements, arrangements, plans, and understandings.

This Grant Notice (which includes the attached Award Agreement) may be executed in two counterparts each of which will be deemed an original and both of which together will constitute one and the same instrument.

* * * * *

REVELATION BIOSCIENCES, INC. Participant

________________________________ ________________________________
By: Name:
Title:

RESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Notice of Restricted Stock Unit Grant (the “Grant Notice”) to which this Restricted Stock Unit Award Agreement (this “Agreement”) is attached and which Grant Notice is included in and part of this Agreement, and subject to the terms of this Agreement and the Revelation Biosciences, Inc. 2026 Equity Inducement Plan (as may be amended from time to time, the “Plan”), Revelation Biosciences, Inc., a Delaware corporation (the “Company”), and the Participant named in the Grant Notice (the “Participant”) agree as follows:

Incorporation of Plan; Definitions. The provisions of the Plan are hereby incorporated herein by reference. Except as otherwise expressly set forth herein, this Agreement will be construed in accordance with the provisions of the Plan and any capitalized terms not otherwise defined in this Agreement or in the Grant Notice will have the same meanings as set forth in the Plan. The provisions of this Agreement will be interpreted as to be consistent with the Plan and any ambiguities in this Agreement will be interpreted by reference to the Plan. In the event that any provision of this Agreement is not authorized by or is inconsistent with the terms of the Plan, the terms of the Plan will prevail. Pursuant to and in accordance with the terms of the Plan, the Committee will have final authority to interpret and construe the Plan and this Agreement and to make any and all determinations thereunder, and its decision will be final, binding, and conclusive upon the Participant and the Participant’s legal representatives in respect of any questions arising under the Plan or this Agreement. A copy of the Plan and Plan Prospectus has been delivered to the Participant together with this Agreement.

Grant of Restricted Stock Units.

2.1.

Grant of Restricted Stock Units. The Company hereby grants to the Participant that number of Restricted Stock Units as set forth in the Grant Notice, subject to adjustment as provided in the Plan, and each of which, once vested pursuant to this Agreement, will be settled in one (1) share of Common Stock, subject to the terms, conditions and restrictions set forth herein and in the Plan. Reference in this Agreement to the Restricted Stock Units will be deemed to include the Dividend Equivalents with respect to such Restricted Stock Units as set forth in Section 4.2 of this Agreement.

2.2.

Employment Inducement Award. The award of Restricted Stock Units is intended to constitute an employment inducement award under Nasdaq Stock Market Rule 5635(c)(4), and consequently is intended to be exempt from the Nasdaq Stock Market Listing Rules regarding stockholder approval of equity compensation arrangements. This Agreement and the terms and conditions of the Restricted Stock Units shall be interpreted in accordance and consistent with such exemption.

Vesting and Conditions to Issuance of Common Stock; Forfeiture.

3.1.

Service-Based Vesting Condition. Except as otherwise provided in this Section 3 or this Agreement or the Plan, the Restricted Stock Units will vest in the amount(s) and on the date(s) as indicated in the Vesting Schedule set forth in the Grant Notice (each a “Vesting Date”) and as set forth in this Agreement and in the Plan; provided, however, that the Participant remains continuously employed by or provides services to the Company or any Subsidiary through the applicable Vesting Date.

3.2.

Change in Control. Except as otherwise provided in an Individual Agreement between the Company and the Participant, upon a Change in Control, the Restricted Stock Units will be subject to Section 13 of the Plan; provided, however, that the Restricted Stock Units, effective immediately prior to such Change in Control but conditioned upon the completion of such Change in Control, will be fully vested.

3.3.

Effect of Termination of Employment or Other Service. Except as otherwise provided in Section 11.4 or 11.5 of the Plan or in an Individual Agreement between the Company or any Subsidiary and the Participant and except in the case of a termination by reason of the Participant’s death, by the Company without Cause or by the Participant for Good Reason, in the event the Participant’s employment or other service with the Company and all Subsidiaries is terminated for any other reason, including for Cause, Disability or Retirement of the Participant, all outstanding but unvested Restricted Stock Units held by the Participant as of the effective date of such termination will be terminated and forfeited. In the event the Participant’s employment or other service with the Company and all Subsidiaries is terminated by reason of the Participant’s death, by the Company without Cause or by the Participant for Good Reason (as described below), the Restricted Stock Units will be fully vested. “Good Reason” means as defined in an Individual Agreement between the Participant and the Company but only if and to the extent such Good Reason constitutes “good reason” under Treas. Reg. Section 1.409A-1(n), or if there is no such Individual Agreement or if it does not define Good Reason, Good Reason means

the assignment to the Participant of any duties materially inconsistent in any respect with the Participant’s position (including a material negative change regarding the Participant’s status, offices, titles or reporting requirements), authority, duties or responsibilities, or any other action by the Company which results in a material diminution in such position, authority, duties or responsibilities (but not occurring solely as a result of the Company’s ceasing to be a publicly traded entity) existing immediately prior to the date of the Change in Control, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Participant; provided, however, “Good Reason” will not be deemed to exist unless (a) written notice of termination on account thereof is given by the Participant to the Company no later than sixty (60) days after the time at which the event or condition purportedly giving rise to Good Reason first occurs or arises; (b) if there exists (without regard to this clause (b)) an event or condition that constitutes Good Reason, the Company will have thirty (30) days from the date notice of such a termination is given to cure such event or condition and, if the Company does so, such event or condition will not constitute Good Reason hereunder and (c) if not cured, the Participant must resign from employment for a Good Reason event or condition within sixty (60) days following the last day of the Company’s cure period. Any good faith determination of “Good Reason” made by the Committee will be conclusive. The Participant’s mental or physical incapacity following the occurrence of an event described in above clauses will not affect the Participant’s ability to terminate employment for Good Reason.

3.4.

Effect of Actions Constituting Cause or Adverse Action; Forfeiture or Clawback. The Restricted Stock Units are subject to the forfeiture provisions set forth in Section 11.5 of the Plan, including those applicable if the Participant is determined by the Committee to have taken any action that would constitute Cause or an Adverse Action and any forfeiture or clawback requirement under Applicable Law or any policy adopted from time to time by the Company.

Settlement; Issuance of Common Stock.

4.1.

Timing and Manner of Settlement. Immediately following vesting of Restricted Stock Units under Section 3, such vested Restricted Stock Units will be converted to shares of Common Stock which the Company will issue and deliver to the Participant (either by delivering one or more certificates for such shares or by entering such shares in book entry form in the name of the Participant or depositing such shares for the Participant’s benefit with any broker with which the Participant has an account relationship or the Company has engaged to provide such services under the Plan, as determined by the Company in its sole discretion) within seventy four (74) days following the Vesting Date (or accelerated vesting event), except to the extent that shares of Common Stock are withheld to pay tax withholding obligations pursuant to Section 6 of this Agreement or the Participant has properly elected to defer income that may be attributable to such Restricted Stock Units under a Company deferred compensation plan or arrangement. Payment of amounts under this Agreement (by issuance of shares of Common Stock or otherwise) is intended to comply with the requirements of an exception to Section 409A of the Code and this Agreement shall in all respects be administered and construed to give effect to such intent. The Committee in its sole discretion may accelerate or delay the distribution of any payment under this Agreement to the extent allowed under Section 409A of the Code.

4.2.

Dividend Equivalents. The Restricted Stock Units are being granted with an equal number of Dividend Equivalents. Such Dividend Equivalents entitle the Participant to be credited with any amount equal to all cash dividends paid on one share of Common Stock for each Restricted Stock Unit while the corresponding Restricted Stock Unit is outstanding. Dividend Equivalents will be converted into additional Restricted Stock Units and will be subject to the same conditions and restrictions as the Restricted Stock Units to which they attach. The number of additional Restricted Stock Units to be received as Dividend Equivalents will be determined by dividing the cash dividend per share by the Fair Market Value of one share of Common Stock on the dividend payment date. Dividend Equivalents as to the Restricted Stock Units will be subject to forfeiture and termination to the same extent as the corresponding Restricted Stock Units as to which the Dividend Equivalents relate.

Rights of Participant.

5.1.

Employment or Other Service. Nothing in this Agreement will interfere with or limit in any way the right of the Company or any Subsidiary to terminate the employment or service of the Participant at any time, nor confer upon the Participant any right to continue employment or service with the Company or any Subsidiary.

5.2.

Rights as a Stockholder. The Participant will have no rights as, or privileges of, a stockholder of the Company, with respect to shares of Common Stock covered by the Restricted Stock Units unless and until the Participant

becomes the holder of record of such shares of Common Stock issued in settlement of the Restricted Stock Units (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company).

5.3.

Restrictions on Transfer. Except pursuant to testamentary will or the laws of descent and distribution or as otherwise expressly permitted by the Plan, no right or interest of the Participant in the Restricted Stock Units prior to the vesting, issuance or settlement of the Restricted Stock Units will be assignable or transferable, or subjected to any lien, during the lifetime of the Participant, either voluntarily or involuntarily, directly or indirectly, by operation of law or otherwise. Any attempt to transfer, assign or encumber the Restricted Stock Units other than in accordance with this Agreement and the Plan will be null and void and the Restricted Stock Units for which the restrictions have not lapsed will be forfeited and immediately returned to the Company.

Tax Matters.

6.1.

Responsibility for Tax Obligations and Reporting; No Tax Advice. The Participant acknowledges and agrees that, regardless of any required tax withholding effected by the Company in connection with the vesting and settlement of the Restricted Stock Units pursuant to Section 6.2 below, the Participant is solely responsible for satisfying all federal, state, and local tax obligations and reporting arising from the Restricted Stock Units. In the event required tax withholding is effected by the Company in connection with the vesting and settlement of the Restricted Stock Units pursuant to Section 6.2 below, the Participant acknowledges that regardless of the withholding method used, the Participant remains solely responsible for satisfying the Participant’s actual tax liability with respect to the issuance of the shares of Common Stock upon vesting and settlement of the Restricted Stock Units, which may exceed the amounts withheld by the Company; and in such case, the Participant agrees to pay to the Company or the relevant taxing authorities, promptly on demand, any amount necessary to satisfy any additional tax withholding obligations. In the event tax withholding is not required to be effected by the Company in connection with the vesting and settlement of the Restricted Stock Units pursuant to Section 6.2 below, the Participant agrees to make appropriate estimated tax payments or other lawful arrangements to satisfy all tax obligations in connection with the vesting and settlement of the Restricted Stock Units. The Company makes no representations regarding the tax consequences of the grant, vesting or settlement of the Restricted Stock Units or the election or non-election of a sell-to-cover arrangement, as described in Section 6.3(a) below. The Participant is advised to consult with the Participant’s own tax advisors regarding the Participant’s specific tax situation.

6.2.

Required Tax Withholding Obligations. The Company is entitled to (a) withhold and deduct from future wages of the Participant (or from other amounts that may be due and owing to the Participant from the Company or a Subsidiary), or make other arrangements for the collection of, all amounts the Company reasonably determines are necessary to satisfy any and all federal, foreign, state and local withholding and employment related tax requirements attributable to the Restricted Stock Units, including the grant, vesting or settlement of, or payment of Dividend Equivalents with respect to, the Restricted Stock Units, or (b) require the Participant promptly to remit the amount of such withholding to the Company before taking any action, including issuing any shares of Common Stock, with respect to the Restricted Stock Units. The Committee may, in its sole discretion and upon terms and conditions established by the Committee, permit or require the Participant to satisfy, in whole or in part, any withholding or employment related tax obligation in connection with the Restricted Stock Units by withholding shares of Common Stock issuable upon settlement of the Restricted Stock Units or selling some of the shares of Common Stock issuable upon settlement of the Restricted Stock Units into the open market. When withholding shares of Common Stock for taxes is effected under this Agreement and the Plan, the Company will be withheld only up to an amount based on the maximum statutory tax rates in the Participant’s applicable tax jurisdiction or such other rate that will not trigger a negative accounting impact on the Company.

6.3.

Methods of Satisfying Tax Withholding Obligations; Sell-to-Cover Election for Estimated Tax Obligations. The Company may offer the Participant and the Participant may elect (or the Company may unilaterally determine) to satisfy required tax withholding obligations arising solely from the vesting and settlement of Restricted Stock Units through one of the following methods and, in the case of a Participant not subject to required tax withholding obligations, the Company may offer the Participant and the Participant may elect to satisfy anticipated and estimated tax obligations arising solely from the vesting and settlement of Restricted Stock Units through a sell-to-cover election as provided in Section 6.3(a) below:

6.3.1.

Sell-to-Cover Election. The Company may offer the Participant the option to satisfy tax withholding or tax obligations arising solely from the vesting and settlement of Restricted Stock Units through a sell-to-cover arrangement. If the Company makes this option available and the Participant elects to participate, the following terms shall apply:

6.3.1.1.

The Company shall arrange with its designated broker for the sale on the open market of such number of shares of Common Stock issuable upon vesting and settlement of the Restricted Stock Units as is calculated in good faith by the Company to satisfy the Participant’s expected effective tax withholding or tax obligation with respect to each vesting and settlement event, consistent with applicable tax law and accounting rules;

6.3.1.2.

The Participant may designate a tax withholding or tax obligation rate that arises solely with respect to the vesting and settlement of the Restricted Stock Units, up to the aggregate maximum applicable federal, state, and local tax rates applicable to the Participant, provided such designation is made in good faith;

6.3.1.3.

The proceeds from such sales of Common Stock shall be applied to satisfy the Participant’s applicable tax withholding and/or tax obligations solely in connection with the vesting and settlement of the Restricted Stock Units, and any excess net proceeds shall be remitted to the Participant;

6.3.1.4.

Any shares of Common Stock remaining after the sell-to-cover transaction shall be transferred to the Participant’s brokerage account; and

6.3.1.5.

The Participant shall have no control or influence over the timing, pricing, or execution of sales under this provision, which shall be executed solely by the Company’s designated broker in accordance with ordinary principles of best execution.

6.3.2.

Net Share Withholding. The Company shall withhold from the shares of Common Stock that would otherwise be delivered to the Participant upon the vesting and settlement of the Restricted Stock Units such number of shares of Common Stock having an aggregate Fair Market Value equal to the required tax withholding amount as of the Tax Date, and deliver the net shares to the Participant; or

6.3.3.

Cash Payment. The Participant may deliver to the Company cash or a check in an amount equal to the required tax withholding, or the Company may withhold such amount from other compensation payable to the Participant.

6.4.

Default Method for Tax Withholding Obligations. If the Participant is subject to required tax withholding obligations in connection with the vesting and settlement of the Restricted Stock Units and does not make an election pursuant to Section 6.3 above at least seven (7) days prior to the vesting date(s) of the Restricted Stock Units, the Company shall utilize sell-to-cover method set forth in Section 6.3(a) above as the default method for satisfying the Participant’s required tax withholding obligations arising solely in connection with the vesting and settlement of the Restricted Stock Units.

6.5.

Withholding Rate. Tax withholding shall be calculated based on the applicable statutory withholding rates for supplemental wages under federal, state, and local law, unless the Participant elects in writing to have withholding calculated at a higher rate not to exceed the Participant’s maximum applicable marginal tax rate. Any such election must be made in good faith and must be consistent with the Participant’s expected effective tax liability with respect to the vesting and settlement of the Restricted Stock Units.

6.6.

Broker Authorization for Sell-to-Cover Transactions. If the Participant elects the sell-to-cover method or, in the case of the Participant being subject to required tax withholding obligations in connection with the Restricted Stock Units, the Company unilaterally determines to use the sell-to-cover method, the Participant hereby authorizes and directs the Company and its designated broker to sell on the open market, at the then-prevailing market price, such number of shares of Common Stock issuable upon vesting and settlement of the Restricted Stock Units as is necessary to satisfy the tax withholding or other tax obligations arising solely as a result of the vesting and settlement of the Restricted Stock Units as calculated by the Company. The Participant acknowledges that the Company’s designated broker will execute such sales without further instruction from or control by the Participant, and that the Participant will have no influence over the timing or pricing of such sales (subject to ordinary principles of best execution). The Participant hereby appoints Chester S. Zygmont, III or the Company’s then Chief Financial Officer, as the Participant’s attorney-in-fact to execute any instruments, stock powers, or other instruments requested by the transfer agent or the broker to effect the foregoing.

6.7.

Rule 10b5-1 Plan; Certifications. The sell-to-cover provision of this Agreement, if elected by the Participant, is intended to constitute an eligible sell-to-cover transaction under Rule 10b5-1(c)(1)(ii)(D)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). By participating in the sell-to-cover program, the Participant represents and certifies that: (i) as of the date of such election, the Participant is not aware of any material nonpublic information concerning the Company or its securities; (ii) the Participant is making this election in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5; and (iii) the Participant acknowledges that the Participant will not exercise any subsequent influence or control over sales executed pursuant to this provision.

6.8.

Section 16 Reporting. If the Participant is subject to Section 16 of the Exchange Act, the Participant acknowledges that sales of Common Stock pursuant to the sell-to-cover provision must be reported on a Form 4 within two (2) business days after the sale transaction and that the Participant must indicate that such transactions were made pursuant to a Rule 10b5-1 plan. The Participant agrees to cooperate with the Company to ensure compliance with all Section 16 reporting requirements.

Miscellaneous.

7.1.

Governing Law. The validity, construction, interpretation, administration and effect of this Agreement and any rules, regulations and actions relating to this Agreement will be governed by and construed exclusively in accordance with the laws of the State of Delaware, notwithstanding the conflicts of laws principles of any jurisdictions.

7.2.

Interpretation. Any dispute regarding the interpretation of this Agreement will be submitted by the Participant or by the Company forthwith to the Committee for review. The resolution of such a dispute by the Committee will be final and binding on all parties.

7.3.

Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement will inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth, this Agreement will be binding upon the Participant and the Participant’s heirs, executors, administrators, successors, and assigns.

7.4.

Notices. All notices, requests or other communications provided for in this Agreement must be made, if to the Company, at its principal executive office, c/o the Chief Financial Officer, and if to the Participant, to the last known mailing address of the Participant contained in the records of the Company. All notices, requests or other communications provided for in this Agreement must be made in writing either (a) by personal delivery, (b) by facsimile or electronic mail with confirmation of receipt, (c) by mailing in the United States mails or (d) by express courier service. The notice, request or other communication will be deemed to be received upon personal delivery, upon confirmation of receipt of facsimile or electronic mail transmission or upon receipt by the party entitled thereto if by United States mail or express courier service; provided, however, that if a notice, request or other communication sent to the Company is not received during regular business hours, it will be deemed to be received on the next succeeding business day of the Company.

7.5.

Electronic Delivery and Acceptance. The Company may, in its sole discretion, deliver any documents related to the Restricted Stock Units by electronic means or request the Participant’s consent to participate in the Plan by electronic means. The Participant hereby consents to receive all applicable documentation by electronic delivery and to participate in the Plan through an on-line system established and maintained by the Company or a third party vendor designated by the Company.

7.6.

Other Laws. The Company will have the right to refuse to issue to the Participant or transfer any shares of Common Stock subject to the Restricted Stock Units if the Company acting in its absolute discretion determines that the issuance or transfer of such shares might violate any Applicable Law.

7.7.

Investment Representation. The Participant hereby represents and covenants that (a) any share of Common Stock acquired upon the vesting and settlement of the Restricted Stock Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities laws; (b) any subsequent sale of any such shares will be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Participant will submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of the issuance of any shares of

Common Stock hereunder or (y) is true and correct as of the date of any sale of any such share, as applicable. As a further condition precedent to the delivery to the Participant of any shares of Common Stock subject to the Restricted Stock Units, the Participant will comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance or delivery of the shares and, in connection therewith, will execute any documents which the Company will in its sole discretion deem necessary or advisable.

7.8.

Non-Negotiable Terms. The terms of this Agreement and the Restricted Stock Units are not negotiable, but the Participant may refuse to accept the Restricted Stock Units by notifying the Company’s Chief Financial Officer in writing within thirty (30) days after the Grant Date set forth in the Grant Notice.

7.9.

Acknowledgement by the Participant. In accepting the Restricted Stock Units, the Participant hereby acknowledges that:

7.9.1.

The Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended, or terminated by the Company at any time, unless otherwise provided in the Plan.

7.9.2.

The grant of the Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future awards of Restricted Stock Units, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted repeatedly in the past.

7.9.3.

All decisions with respect to future Restricted Stock Units award grants, if any, will be at the sole discretion of the Company.

7.9.4.

The Participant is voluntarily participating in the Plan.

7.9.5.

The award of Restricted Stock Units is an extraordinary item that does not constitute compensation of any kind for services of any kind rendered to the Company, and which is outside the scope of the Participant’s employment contract, if any.

7.9.6.

The award of Restricted Stock Units is not part of normal or expected compensation or salary for any purposes, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company or any Subsidiary.

7.9.7.

The award of Restricted Stock Units or this Agreement will not be interpreted to form an employment contract with the Company or any Subsidiary.

7.9.8.

The future value of the shares of Common Stock subject to the Restricted Stock Units is unknown and cannot be predicted with certainty and if the Restricted Stock Units vest and the shares of Common Stock become issuable in accordance with the terms of this Agreement, the value of those shares of Common Stock may increase or decrease.

7.9.9.

In consideration of the grant of the Restricted Stock Units, no claim or entitlement to compensation or damages shall arise from termination of the Restricted Stock Units or diminution in value of the Restricted Stock Units or shares of Common Stock acquired upon vesting and settlement of the Restricted Stock Units resulting from termination of employment by the Company (for any reason whatsoever and whether or not in breach of applicable labor laws) and the Participant hereby irrevocably releases the Company and its Subsidiaries from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by acceptance of the Restricted Stock Units, the Participant shall be deemed irrevocably to have waived the Participant’s entitlement to pursue such claim.

7.9.10.

In the event of termination of the Participant’s employment with the Company (whether or not in breach of local labor laws), the Participant’s right to receive the Restricted Stock Units and vest in the Restricted Stock Units under the Plan, if any, will terminate effective as of the date of termination of the Participant’s active employment as determined in the sole discretion of the Committee and will not be extended by any notice of termination of employment or severance period provided to the Participant by contract or practice of the Company

or any Subsidiary or mandated under local law and the Committee will have the sole discretion to determine the date of termination of the Participant’s active employment for purposes of the Restricted Stock Units.

7.9.11.

Neither the Company nor any Subsidiary is providing any tax, legal or financial advice, nor is the Company or any Subsidiary making any recommendations regarding the Participant’s participation in the Plan, acceptance of the Restricted Stock Units, acquisition of shares of Common Stock upon vesting and settlement of the Restricted Stock Units or any sale of such shares.

7.9.12.

The Participant has been advised to consult with the Participant’s own personal tax, legal and financial advisors regarding the Participant’s participation in the Plan before taking any action related to the Plan.

7.9.13.

The Participant hereby agrees to accept electronic delivery of copies of any future amendments or supplements to the Prospectus or any future Prospectuses relating the Plan and copies of all reports, proxy statements and other communications distributed to the Company’s security holders generally by email directed to the Participant’s Company email address.

* * * * *

EX-31.1 3 revb-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

REVELATION BIOSCIENCES, INC.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James Rolke, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Revelation Biosciences, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:	/s/ James Rolke
	James Rolke
	Chief Executive Officer and Director
	(Principal Executive Officer)

Date:	August 6, 2026

EX-31.2 4 revb-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

REVELATION BIOSCIENCES, INC.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chester S. Zygmont, III, certify that:


1.	I have reviewed this quarterly report on Form 10-Q of Revelation Biosciences, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a–15(e)) for the registrant and have:

	(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


By:	/s/ Chester S. Zygmont, III
	Chester S. Zygmont, III
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Date:	August 6, 2026

EX-32.1 5 revb-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

REVELATION BIOSCIENCES, INC.

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of Revelation Biosciences, Inc. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


By:	/s/ James Rolke
	James Rolke
	Chief Executive Officer and Director
	(Principal Executive Officer)

Date:	August 6, 2026

EX-32.2 6 revb-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

REVELATION BIOSCIENCES, INC.

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.


By:	/s/ Chester S. Zygmont, III
	Chester S. Zygmont, III
	Chief Financial Officer
	(Principal Financial Officer and Principal Accounting Officer)

Date:	August 6, 2026