REVELATION BIOSCIENCES, INC. 10-K

Item 9A. 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 Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 2022, 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 Securities Exchange Act of 1934 (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 U.S. Securities and Exchange Commission’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. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: ● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and ● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 84 Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that our degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this Annual Report, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013 framework). Based on such assessment, our management concluded that, as of December 31, 2022, our internal control over financial reporting was effective based on those criteria. 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. 85 Item 9B. Other Information. None. 86 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III Item 10. Directors, Executive Officers and Corporate Governance. Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of March 21, 2023 : Name Age Position BOARD OF DIRECTORS George Tidmarsh, M.D., Ph.D. 63 Chairman and Director James Rolke 54 Director and Chief Executive Officer Jennifer Carver, BSN, MBA 69 Director Jess Roper 58 Director Curt LaBelle, MD 52 Director EXECUTIVE OFFICERS James Rolke 54 Director and Chief Executive Officer Chester S. Zygmont, III 42 Chief Financial Officer Our Director and Executive Officers George Tidmarsh, M.D., Ph.D. — Chairman. Dr. Tidmarsh has been Chairman of the Company since its inception in May 2020. Dr. Tidmarsh received his M.D. and Ph.D. from Stanford University, where he also completed his fellowship training in Pediatric Oncology and Neonatology and is currently Adjunct Faculty of Pediatrics and Neonatology since 2018. He served as clinical faculty at Stanford for a number of years after his fellowship prior to devoting his full time to clinical research and development in order to bring new treatments through the FDA approval process. Since 2018 Dr. Tidmarsh has served as a director and chairman of audit committee of Lucile Packard Foundation for Children’s Health. Since the Company’s inception in 2020 he has also served as chairman at Revelation Biosciences Inc. Prior to joining Revelation, Dr. Tidmarsh was President, Chief Executive Officer, Secretary and a Director of La Jolla Pharmaceutical Company (“La Jolla”) from January 2012 until November 2019. While at La Jolla, Dr. Tidmarsh helped discover the use of angiotensin II for the treatment of shock and led all aspects of development including approval by the FDA and the EMA for the treatment of patients suffering from distributive shock. He also led the development of artesunate for the treatment of severe malaria, which was approved by the FDA. Dr. Tidmarsh has over 30 years of experience in biotechnology, including the successful clinical development of seven FDA-approved drugs. He previously served as the Chief Executive Officer of Horizon Pharma, Inc., a company he founded in 2005, where he continued as CEO until 2008 and Director until 2010. While at Horizon, he invented and led all aspects of development of Duexis, which was approved by the FDA for the treatment of rheumatoid arthritis. He also founded Threshold Pharmaceuticals, Inc. and held senior positions at Coulter Pharmaceutical, Inc. (acquired by GlaxoSmithKline) and SEQUUS Pharmaceuticals, Inc. (acquired by Johnson & Johnson). While at Coulter and SEQUUS, Dr. Tidmarsh led the clinical development of BEXXAR and Doxil, respectively, two FDA-approved anti-cancer agents. We believe that Dr. Tidmarsh is qualified to serve as a director based on his extensive management experience in the biotechnology industry. James Rolke — Director and Chief Executive Officer. Mr. Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020. Mr. Rolke has over 30 years of experience in the biotechnology industry, spanning all areas and phases of drug development. Prior to joining the Company, beginning in 2012, Mr. Rolke was employed at La Jolla in various leadership roles overseeing Research and Development and serving as Chief Scientific Officer from 2017 to 2020. While at La Jolla, Mr. Rolke oversaw the development of multiple technologies including six INDs and two marketing approvals: Giapreza for the treatment of distributive shock (US FDA and EMEA) and artesunate for the treatment of severe malaria. Prior to La Jolla, from July 2009 to January 2012 Mr. Rolke was Chief Technology Officer at Pluromed, Inc. (acquired by Sanofi) and played a key role in the approvals of two medical devices via the 510(k) and PMA approval pathways. Prior to Pluromed, 87 Mr. Rolke held several key positions at biotechnology companies, including Director of Operations at Prospect Therapeutics, Inc., Associate Director of Pharmaceutical Development at Mersana Therapeutics, Inc., Manager of Process Development at GlycoGenesys, Inc., Principal Scientist at Surgical Sealants, Inc., Scientist at GelTex, Inc., and Associate Scientist at Alpha-Beta Technology, Inc. Mr. Rolke received his B.S. in chemistry from Keene State College. Since 2022, Mr. Rolke has served as a director at Plum Tree Therapeutics. We believe that Mr. Rolke is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry. Jennifer Carver, BSN, MBA — Director. Ms. Carver has been a director of the Company since May 2020. Ms. Carver brings over 20 years of industry experience with a focus on small biotech companies and their evolution from early development through commercialization. From 2020 to 2021, Ms. Carver has served as Chief Operating Officer at Kartos Therapeutics (Kartos). Prior to Kartos from 2014, Ms. Carver was employed at La Jolla Pharmaceutical Company in various leadership roles providing leadership through the clinical development, approval and launch of Giapreza and serving as Chief Operating Officer from 2017 to 2019. Prior to La Jolla, Ms. Carver held positions at Spectrum Pharmaceuticals and Allos Therapeutics, leading teams through the development and approval of Belionostat and Folotyn respectively. Her experience in the healthcare industry spans multiple therapeutic areas including oncology, inflammatory disease, shock, iron overload, and anti-infectives. Ms. Carver has played a critical role in negotiating key alliances, evaluation of financing opportunities, and overseeing rapid organizational growth. Ms. Carver earned her B.S.N. and M.B.A. from University of Colorado. We believe that Ms. Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director. Jess Roper — Director. Mr. Roper has been a director since October 2020. Mr. Roper has considerable financial and audit experience in the sectors of medical device, life sciences, technology, manufacturing, and financial institutions. He currently serves as a Board Member and Audit Chair for Biolase, a publicly traded company that is the global leader in the manufacturing of dental laser systems. Mr. Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017 following a fulfilling and rewarding career. During his 12-year tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national publicly traded entity. Mr. Roper previously held financial management positions with two other publicly traded companies and one venture funded company. He has played key roles in two initial public offerings, acquisitions/divestitures, and numerous equity and debt financings. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency. He earned a Master of Science in Corporate Accountancy and a Bachelor of Science in Finance. Mr. Roper is a certified public accountant in the state of California. We believe that Mr. Roper is qualified to serve as a director based on his extensive financial and audit experience. Curt LaBelle, MD — Director. Dr. LaBelle has been a director since January 2021. Dr. LaBelle has been investing in and working with life science companies for over 20 years. Since 2015, he has been President of the Global Health Investment Fund (“GHIF”). GHIF is a pioneering impact fund with a proven record of generating attractive financial returns and tangible impact. The fund works to facilitate access to therapeutics and diagnostics among low-income populations. Dr. LaBelle also works with the AXA Prime Impact Fund and serves as a Board member for Alydia Health, Atomo Diagnostics, Atticus Medical, Eyenovia, and Z Optics. He holds MD and MBA degrees from Columbia University. Dr. LaBelle is the designee of the AXA Prime Impact Fund, the holder of the outstanding shares of our Series A Preferred Stock. We believe that Dr. LaBelle’s significant experience as an investor in life science companies makes him well-qualified to serve as a director. Chester S. Zygmont, III — Chief Financial Officer. Mr. Zygmont has been the Company’s Chief Financial Officer since inception. Mr. Zygmont brings over 17 years of experience in finance to the company with a wide range of industry applications. In 2016, Mr. Zygmont Co-Founded Jivanas, a social enterprise that owns and operates a factory in Nepal, that is focused on creating jobs for people at risk for human trafficking. Jivanas has operations in Nepal, Hong Kong, and the USA. During 2013, Mr. Zygmont Co-Founded oOxesis Biotechnology, LLC, a biologics lab that worked on developing therapies for unmet needs. From June 2012 to January 2016, Mr. Zygmont was the Senior Director of Finance, at La Jolla Pharmaceutical Company. During Mr. Zygmont’s tenure at La Jolla, he brought the company to its Nasdaq listing. Prior to La Jolla, Mr. Zygmont served as Managing Director at Z3 Capital, LLC from March 2009 to June 2012. Z3 Capital, LLC, a privately held investment firm, focused on investment acquisition and venture funding for multiple startup companies in real estate, medical device and biotechnology. Mr. Zygmont also served as Vice President at Symmetry Advisors, Inc. a private equity leveraged buyout firm. While at Symmetry, 88 he managed all finance and accounting for its SPAC, was a key player on a $600 million buyout of a portfolio company, and subsequently led the restructuring of its manufacturing division. Mr. Zygmont earned his M.S. in Finance from Baruch College, Zicklin School of Business and his B.A. from Eastern University. Number and Terms of Office of Officers and Directors Our Board is divided into three classes, designated Class A, Class B and Class C, with only one class of directors being elected in each year and each class serving a three-year term. Our officers are appointed by the Board and serve until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, Vice Presidents and such other offices as may be determined by the Board. Family Relationships There are no family relationships among our directors or executive officers. Involvement in Certain Legal Proceedings None of our directors, executive officers, promoters or control persons has been involved in any events requiring disclosure under Item 401(f) of Regulation S-K. Board Composition Classified Board of Directors In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among the three classes as follows: ● The Class A directors are Dr. LaBelle and Ms. Carver, and their terms will expire at the first annual meeting of stockholders following the Business Combination; ● The Class B directors are Messrs. Rolke and Roper, and their terms will expire at the second annual meeting of stockholders following the Business Combination; and ● The Class C director is Dr. Tidmarsh, and his term will expire at the third annual meeting of stockholders following the Business Combination. We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Leadership Structure of the Board Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the board of directors and Chief Executive Officer. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. 89 Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings, and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Attendance of Directors at Board Meetings and Annual Meeting of Stockholders During 2022, the Board of Directors met 11 times and the Audit Committee met 4 times. Each director who was on the Board during this timeframe attended at least 93% of the aggregate number of meetings held during his or her term of service. The Company has not yet held an Annual Meeting of Stockholders. The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders. Board Committees Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC rules and regulations and the Nasdaq Listing Rules, which are posted on our website. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website. Audit Committee Revelation has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq listing rules. In addition, the board of directors adopted a written charter for the Audit Committee. The Audit Committee’s duties, will include, but are not limited to: ● appoints our independent registered public accounting firm; ● evaluates the independent registered public accounting firm’s qualifications, independence, and performance; ● determines the engagement of the independent registered public accounting firm; ● reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services; ● reviews and approves all related party transactions on an ongoing basis; 90 ● establishes procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters; ● discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; ● approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; ● discusses on a periodic basis, or as appropriate, with our management’s policies and procedures with respect to risk assessment and risk management; ● consults with management to establish procedures and internal controls relating to cybersecurity; ● is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; ● investigates any reports received through the ethics helpline and reports to the board of directors periodically with respect to any information received through the ethics helpline and any related investigations; and ● reviews the audit committee charter and the audit committee’s performance on an annual basis. The composition of the Audit Committee is comprised of Mr. Roper, Dr. Tidmarsh and Ms. Carver, with Mr. Roper as Chair. Mr. Roper qualifies as an audit committee financial expert, as defined by the SEC rules. In addition, Revelation certified to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. It has been determined that each of each of Mr. Roper, Dr. Tidmarsh and Ms. Carver satisfy such requirements. Nominating and Governance Committee Revelation’s Nominating and Governance Committee is comprised of Ms. Carver and Drs. Tidmarsh and LaBelle, each of whom has been determined to be independent under the Nasdaq Listing Rules. The Nominating and Governance Committee adopted a written charter. Specific responsibilities of the Nominating and Governance Committee include: ● identifying, evaluating and selecting, or recommending that board of directors approve, nominees for election to board of directors; ● evaluating the performance of board of directors and of individual directors; ● reviewing developments in corporate governance practices; ● evaluating the adequacy of corporate governance practices and reporting; ● reviewing management succession plans; and ● developing and making recommendations to board of directors regarding corporate governance guidelines and matters. Compensation Committee 91 Revelation has a Compensation Committee established in accordance with the Nasdaq Listing Rules. The Compensation Committee is comprised of Drs. Tidmarsh and LaBelle and Mr. Roper, each of whom has been determined to be independent under the Nasdaq Listing Rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of Revelation’s compensation committee is Dr. LaBelle. The Compensation Committee oversees Revelation’s policies relating to compensation and benefits of its officers and employees. The Compensation Committee reviews and approves or recommends corporate goals and objectives relevant to compensation of its executive officers (other than the Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to the board of directors regarding the issuance of stock options and other awards under Revelation’s stock plans to its executive officers (other than the Chief Executive Officer). The Compensation Committee reviews the performance of the Chief Executive Officer and makes recommendations to the board of directors with respect to his compensation, and the board of directors retains the authority to make compensation decisions relative to the Chief Executive Officer. The Compensation Committee reviews and evaluates, on an annual basis, the compensation committee charter and the compensation committee’s performance. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee has ever been an officer or employee of Revelation. None of Revelation’s executive officers serve, or have served during the last fiscal year, as a member of the compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of Revelation’s directors or on the Compensation Committee. Code of Conduct and Ethics The Revelation Board adopted a Code of Ethics that applies to all its employees including its principal executive and financial officers. Item 11. Executive Officer and Director Compensation. Executive Compensation Overview Each of the Company’s executive officers receives a base salary to compensate them for services rendered to the Company. The base salary is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities. Effective as of July 27, 2021, the Company entered into separate Executive Employment Agreements with Messrs. Rolke and Zygmont for their service as Chief Executive Officer and Chief Financial Officer, respectively (collectively, the “Executive Employment Agreements”). The Executive Employment Agreements provide for a term of three years, unless terminated earlier in accordance with their terms. The Executive Employment Agreements provide for an annual base salary of $400,000 for Mr. Rolke and $320,000 for Mr. Zygmont. Messrs. Rolke and Zygmont are also eligible to receive an annual performance bonus targeted at 40% for Mr. Rolke and 35% for Mr. Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”), as well as equity incentive grants as determined by the Board in its sole discretion. Pursuant to the Executive Employment Agreements, if his employment is terminated as a result of a “Covered Termination Event” that is not in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to twelve months of severance payments at his then current base salary, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, plus continuation of medical benefits. If Mr. Rolke’s or Mr. Zygmont’s employment is terminated as a result of a “Covered Termination Event” in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be 92 entitled to receive a lump sum payment equal to one times the sum of his then current base salary, plus his target bonus in effect for the year in which his termination of employment occurs, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, continuation of medical benefits and acceleration of vesting of all outstanding and unvested equity-based awards. “Covered Termination Event” means (i) a dismissal or discharge other than for Cause and other than by reason of death or disability, or (ii) a voluntary termination for Good Reason. Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our Chief Executive Officer and President and our other executive officers identified in the 2022 and 2021 Summary Compensation Table below, who we refer to as the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of restricted common stock awards and incentive stock options. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our retirement and health and welfare benefit plans. As we transition from a private company to a publicly traded company, we will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances merit. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive with our peers. In connection with our executive compensation program, we will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to during the years ended December 31, 2022 and 2021 to our executive officers who earned more than $100,000 during each of the fiscal years ended December 31, 2022 and 2021 and were serving as named executive officers as of such date. Our named executive officers for 2022 and 2021 who appear in the Summary Compensation Table are: ● James Rolke, our President and Chief Executive Officer; and ● Chester S. Zygmont, III, our Chief Financial Officer. The following table sets forth, for the years ended December 31, 2022 and 2021, all compensation paid, distributed or earned for services, including salary and bonus amounts, rendered in all capacities by the Company’s named executive officers. The information contained below represents compensation earned by the Company’s officers for their work related to the Company: Non-equity incentive plan compensation ($) Name and Position Year Salary ($) Bonus ($) Stock- based awards ($) (1) Option- based awards ($) (2) Annual incentive plans Long term incentive plans All other compensation ($) Total compensation ($) James Rolke 2022 400,000 — — 79,591 — — — 479,591 CEO 2021 400,000 66,630 151,813 — — — — 618,443 Chester S. Zygmont, III 2022 320,000 — — 19,138 — — — 339,138 CFO 2021 320,000 46,641 36,379 — — — — 403,020 (1) Amounts shown in this column represent the aggregate grant date fair value of RSU awards granted during the year. The assumptions used in calculating the fair value of the RSU awards can be found under Note 11 to the audited Financial Statements appearing in this Annual Report on Form 10-K. These amounts reflect the grant date 93 fair value for these RSU’s and do not necessarily correspond to the actual value that will be realized by the named executive officers. (2) Amounts shown in this column represent the aggregate grant date fair value of stock options granted during the year. The assumptions used in calculating the fair value of the stock options can be found under Note 11 to the audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the named executive officers. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Outstanding Equity Awards The following table provides information regarding the 2021 Equity Incentive Plan awards and the 2020 Equity Incentive Plan awards for each named executive officer outstanding as of December 31, 2022: Option-based Awards Stock-based Awards Name Date of Grant Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Value of unexercised in-the-money options at December 31, 2022 ($) Number of shares or units of shares that have not vested (#) Market or payout value of share awards that have not vested ($) James Rolke 2/25/2022 (1) 2,542 $ 49.00 2/25/2032 — — — CEO 2/23/2021 (2) — — — — 1,006 81,609 10/31/2020 (3) — — — — 122 9,151 Chester S. Zygmont, III 2/25/2022 (1) 611 $ 49.00 2/25/2032 — — — CFO 2/23/2021 (2) — — — — 241 19,556 10/31/2020 (3) — — — — 97 7,320 (1) The stock options vest 25% on the one-year anniversary of the grant date, and thereafter quarterly over a three-year period, subject to continued service through each such vesting date. (2) The RSU awards vest 25% on the one-year anniversary of the grant date, and thereafter quarterly over a three-year period, subject to continued service through each such vesting date. (3) The RSU awards vest quarterly over four years, subject to continued service through each such vesting date. DIRECTOR COMPENSATION The general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation. Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans. The Company does not pay directors who are part of management for Board service in addition to their regular employee compensation. The Board determines the amount of director compensation. The Board may delegate such authority to the compensation committee. During the fiscal year ended December 31, 2022, there was no cash or equity compensation paid to our non-employee directors for service on our board of directors during 2022. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. 94 The following table also sets forth information known to us regarding the beneficial ownership of our Common Stock as of March 21, 2023 : ● each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our Common Stock; ● each of our current officers and directors; and ● all current executive officers and directors of the Company, as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of Common Stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person. The beneficial ownership of our Common Stock is based on 4,511,839 shares of Common Stock issued and outstanding as of March 21, 2023 . Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of Common Stock owned by them. Name Number of Shares Beneficially Owned Beneficial Ownership Prior to the Offering (%) Beneficial Ownership After the Offering (%) Directors and Officers of Revelation (1) : James Rolke (2) 21,321 * George Tidmarsh M.D., Ph.D. (3) 58,097 1.3 % Jennifer Carver, BSN, MBA (4) 3,171 * Jess Roper (5) 1,224 * Curt LaBelle, M.D. (6) 612 * Chester S. Zygmont, III (7) 20,048 * All Directors and Officers as a Group (Six Individuals) 104,473 2.3 % * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Revelation Biosciences, Inc., 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122. (2) Consists of (i) 20,232 shares of Common Stock held directly by Mr. Rolke, (ii) 62 shares of Common Stock held by Mr. Rolke’s spouse, (iii) 391 shares of Common Stock from Rollover RSU’s vesting and issuable within 60 days to Mr. Rolke, and (iv) 636 shares of Common Stock underlying Stock Options exercisable within 60 days by Mr. Rolke. (3) Consists of (i) 43,525 shares of Common Stock held by George Tidmarsh, Trustee George Francis Tidmarsh 2021 Irrevocable Trust, (ii) 13,348 shares of Common Stock held directly by Dr. Tidmarsh, and (iii) 1,224 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Dr. Tidmarsh. (4) Consists of (i) 1,947 shares of Common Stock held directly by Ms. Carver and (ii) 1,224 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Ms. Carver. (5) Consists of 1,224 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Mr. Roper. 95 (6) Consists of 612 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Dr. LaBelle. (7) Consists of (i) 13,481 shares of Common Stock held by The Zygmont Family Trust Dated October 25, 2016, (ii) 6,230 shares of Common Stock held by Czeslaw Capital Fund, LLC, (iii) 62 shares held by Mr. Zygmont’s spouse, (iv) 122 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Mr. Zygmont, and (v) 153 shares of Common Stock underlying Stock Options exercisable within 60 days by Mr. Zygmont. Item. 13. Certain Relationships and Related Person Transactions, and Director Independence. Backstop Agreements On December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation, LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, chairman of the Company (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to subscribe for and purchase, in the aggregate, up to $4.5 million of shares of Petra’s common stock, par value $0.001 per share (the “Petra Common Stock”), in the event that more than $31.5 million of shares of Petra Common Stock are submitted for redemption in connection with Petra’s proposed business combination with Old Revelation (the “Business Combination”). On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased an aggregate of 12,345 shares of Petra Common Stock. Old Revelation obtained the financing for its Backstop Agreement through a convertible note financing in an amount of up to $2.5 million from an AXA (the “Convertible Note”), the proceeds of which may be used by Old Revelation solely to purchase shares of Petra Common Stock from redeeming Petra stockholders who redeem shares of Petra Common Stock in connection with the Business Combination. On January 6, 2022, Old Revelation purchased 7,001 shares of Petra Common Stock with the proceeds from the Convertible Note. Repayment of the Convertible Note is in process in accordance with the exchange terms of the Convertible Note, by which the shares of Petra’s Common Stock purchased by Old Revelation are transferred to AXA. Forward Share Purchase Agreement On December 21, 2021, Petra also entered into a forward share purchase agreement (the “Purchase Agreement”) with Meteora Capital Partners and its affiliates (collectively, “Meteora”) pursuant to which Meteora has committed, subject to certain customary closing conditions, to purchase additional shares of Petra Common Stock in open market transactions or from redeeming stockholders so that Meteora holds at least 21,429 shares of Petra common stock as of the closing of the Business Combination, and to not redeem any of such 21,429 shares of Petra Common Stock, in connection with the business combination. The Purchase Agreement provides that Meteora may elect to sell and transfer to Petra, and that Petra will purchase from Meteora, on the one month anniversary of the closing of the Business Combination up to 21,429 shares of Petra Common Stock (the “Petra Share Repurchase”) held by Meteora at the time of closing of the Business Combination (the “Meteora Shares”). The price at which Meteora has the right to sell the Meteora Shares to the Petra is $357.10 per share. Meteora will notify the Petra in writing not less than five business days prior to the closing date of the Petra Share Repurchase (the “Closing Date”), specifying the number of Meteora Shares that Petra will be required to purchase. Pursuant to the Purchase Agreement, Meteora is also permitted at its election to sell any or all of the Meteora Shares in the open market commencing after the closing of the Business Combination, so long as the sale price exceeds $357.10 per share. On February 4, 2022, Meteora exercised the Forward Share Purchase Agreement entered into by and between the Company. 21,429 shares were repurchased by the Company and approximately $7.7 million that was escrowed was paid to Meteora. 96 Series A Preferred Stock On December 19, 2022, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with James Rolke, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series A Preferred Stock, par value $0.001 per share (the “Preferred Stock”), to the Purchaser for $5,000.00 in cash. The sale closed on December 19, 2022. The Series A Preferred Stock will have 50,000,000 votes and will vote together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock will be voted, without action by the holder, on any such proposal in the same proportion as shares of common stock are voted. The Series A Preferred Stock otherwise has no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series A Preferred Stock is not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock has no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series A Preferred Stock will not be entitled to receive dividends of any kind. The outstanding share of Series A Preferred Stock was automatically redeemed upon the effectiveness of the amendment to the Certificate of Incorporation implementing the reverse stock split and the increase in authorized shares of common stock of the Company. Upon such redemption, the holder of the Series A Preferred Stock received the redemption price of $5,000.00 in cash. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our Shares of Common Stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or 97 investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to us and to our unaffiliated stockholders from a financial point of view. Director Independence Our board of directors currently consists of five members. Our board of directors has determined that all of our directors, other than Mr. Rolke, qualify as “independent” directors in accordance with the rules of the SEC and the Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, which the Company has adopted as its independence standards. Mr. Rolke is not considered independent because he is an executive officer of the Company. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. Item 14. Principal Accountant Fees and Services Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 2022 and 2021 and for the interim periods in such fiscal years. The following table shows the fees that were incurred by the Company for audit and other services provided by Baker Tilly US, LLP for the years ended December 31, 2022 and 2021. Year Ended December 31, 2022 2021 Audit Fees (a) $ 144,730 $ 147,567 Tax Fees (b) 19,756 38,869 Other Fees (c) 126,016 107,959 Total $ 290,502 $ 294,395 ____________ (a) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and the review of its financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings. (b) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. (c) Other fees represent fees related to our filing of certain Registration Statements. Pre-Approval Policies and Procedures All audit related services, tax services and other services rendered by Baker Tilly US, LLP were pre-approved by the Company’s Board of Directors. Commencing in 2020, the Audit Committee was charged with all pre-approval activities with respect to the Company’s independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for the Company by its independent registered public accounting firm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. 98 PART IV Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report: EXHIBIT DESCRIPTION 2.1 (3) Agreement and Plan of Merger, dated as of August 29, 2021 by and among Petra Acquisition, Inc., Petra Acquisition Merger Inc., and Revelation Biosciences, Inc. 3.1 (3) Third Amended and Restated Certificate of Incorporation 3.2* Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 3.3 (3) Second Amended and Restated Bylaws. 4.1 (3) Specimen Common Stock Certificate 4.2 (3) Specimen Warrant Certificate 4.3 (2) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4 (5) Form of Unregistered Pre-Funded Common Stock Purchase Warrant dated January 25, 2022 4.5 (5) Form of Unregistered Common Stock Purchase Warrant dated January 25, 2022 4.6 (5) Form of Unregistered Placement Agent Warrant dated January 25, 2022 4.7 (6) Form of Common Stock Warrant dated July 28, 2022 4.8 (6) Form of Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.9 (6) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 4.10 (7) Form of Class C Common Stock Warrant dated February 13, 2023 4.11 (7) Form of Pre-Funded Common Stock Purchase Warrant dated February 13, 2023 4.12 (7) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.13 (6) Description of Securities 10.1 (1) Form of Letter Agreement from each of the Registrant’s sponsor, initial stockholder, officers and directors. 10.2 (2) Registration Rights Agreement, dated October 7, 2020, between the Company and Investors. 10.3 (2) Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC 10.4 (2) Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC 10.5 (2) Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders. 10.6 (1) Promissory Note 10.7† (3) Revelation Biosciences, Inc. 2021 Equity Incentive Plan. 10.8 (3) Global Health Agreement by and between Revelation and AXA IM Prime Impact Fund dated December 31, 2020 10.9 (3) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.10 (3) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.11 (3) Revelation Common Stock Warrant Issued to National Securities Corporation 10.12 (5) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.13 (5) Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.14 (6) Form of Securities Purchase Agreement dated July 28, 2022 10.15 (6) Form of Placement Agency Agreement dated July 28, 2022 10.16 (7) Form of Securities Purchase Agreement dated February 13, 2023 10.17 (6) Form of Lock-Up Agreement 99 10.18 (7) Form of Placement Agency Agreement Dated February 13, 2023 14.1* Code of Ethics 21.1 (4) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. 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 99.1* Audit Committee Charter 99.2* Compensation Committee Charter 99.3* Nominating Committee Charter 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 Scema 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) The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. (1) Previously filed as an exhibit to Petra Acquisition Inc.’s Registration Statement on Form S-1, as amended (File No. 333-240175). (2) Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form 8-K filed on October 13, 2020. (3) Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). (4) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. (5) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022. (6) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). (7) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023. + Previously filed. * Filed herewith. † Indicates a management contract or compensatory plan. 100 Item 16. Form 10-K Summary. Not applicable. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: March 30, 2023 By: /s/ James Rolke James Rolke Chief Executive Officer (principal executive officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chester S. Zygmont, III and Joseph P. Galda, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: March 30, 2023 By: /s/ James Rolke Chief Executive Officer and Director Date: March 30, 2023 By: /s/ George Tidmarsh Chairman and Director Date: March 30, 2023 By: /s/ Chester S. Zygmont, III Chief Financial Officer and Principal Accounting Officer Date: March 30, 2023 By: /s/ Jennifer Carver Director Date: March 30, 2023 By: /s/ Jess Roper Director Date: March 30, 2023 By: /s/ Curt LaBelle Director 101 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REVELATION BIOSCIENCES, INC. Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F-2 Consolidated Balance Sheets F-3 Consolidated Statements of Operations F-4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F-5 Consolidated Statements of Cash Flows F-6 Consolidated Notes to the Financial Statements F-7 – F-26 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Revelation Biosciences, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Revelation Biosciences, Inc. (the Company) as of December 31, 2022 and 2021, , the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021,, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has incurred recurring operating losses and has no revenue sources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BAKER TILLY US, LLP We have served as the Company’s auditor since 2021. San Diego, California March 30, 2023 F- 2 PART I—FINANCIAL INFORMATION Ite m 1. Consolidated Financial Statements REVELATION BIOSCIENCES, INC. Consolidated Balance Sheets December 31, 2022 December 31, 2021 ASSETS Current assets: Cash and cash equivalents $ 5,252,979 $ 1,274,729 Deferred offering costs 87,171 — Prepaid expenses and other current assets 73,132 637,342 Total current assets 5,413,282 1,912,071 Property and equipment, net 90,133 115,181 Right-of-use lease asset — 14,960 Total assets $ 5,503,415 $ 2,042,212 LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) Current liabilities: Accounts payable $ 554,205 $ 596,261 Accrued expenses 985,497 1,528,669 Lease liability — 16,752 Deferred underwriting commissions 2,911,260 — Total current liabilities 4,450,962 2,141,682 Total liabilities 4,450,962 2,141,682 Commitments and Contingencies (Note 5) Stockholders’ equity (deficit): Series A Preferred Stock, $ 0.001 par value; one and zero shares authorized, issued and outstanding at December 31, 2022 and December 31, 2021, respectively; liquidation preference of $ 5,000 and $ 0 at December 31, 2022 and December 31, 2021, respectively — — Revelation Sub Series A Preferred Stock, $ 0.001 par value; zero shares authorized, iss ued and outstanding at December 31, 2022 and December 31, 2021 — — Revelation Sub Series A-1 Preferred Stock, $ 0.001 par value; zero and 1,100,000 shares authorized at December 31, 2022 and December 31, 2021, respectively, and zero shares issued and outstanding at December 31, 2022 and December 31, 2021 — — Common Stock, $ 0.001 par value; 500,000,000 and 11,000,000 shares authorized and 682,882 and 282,039 issued and outstanding at December 31, 2022 and December 31, 2021, respectively 683 282 Additional paid-in-capital 26,398,618 14,417,547 Accumulated deficit ( 25,346,848 ) ( 14,517,299 ) Total stockholders’ equity (deficit) 1,052,453 ( 99,470 ) Total liabilities and stockholders’ equity (deficit) $ 5,503,415 $ 2,042,212 See accompanying notes to the consolidated financial statements. F- 3 REVELATION BIOSCIENCES, INC. Consolidated Statements of Operations Year Ended December 31, 2022 2021 Operating expenses: Research and development $ 5,377,400 $ 6,914,756 General and administrative 5,487,111 5,035,729 Total operating expenses 10,864,511 11,950,485 Loss from operations ( 10,864,511 ) ( 11,950,485 ) Other income (expense): Other income (expense) 34,962 ( 36,352 ) Total other income (expense), net 34,962 ( 36,352 ) Net loss $ ( 10,829,549 ) $ ( 11,986,837 ) Net loss per share, basic and diluted $ ( 20.09 ) $ ( 42.50 ) Weighted-average shares used to compute net loss per share, basic and diluted 539,037 282,035 See accompanying notes to the consolidated financial statements. F- 4 REVELATION BIOSCIENCES, INC. Consolidated Statements of Ch anges in Stockholders’ Equity (Deficit) Series A Preferred Stock Series A-1 Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2020 (as previously reported) 628,930 $ 403,733 — $ — 65,519 $ 66 $ 5,538,287 $ ( 2,530,462 ) $ 3,411,624 Retrospective application of reverse recapitalization ( 628,930 ) ( 3,903,730 ) ( 684,450 ) ( 3,578,197 ) 205,658 206 7,481,721 — — Reverse stock split fractional stock round up — — — — 10,412 10 ( 10 ) — — Balance at December 31, 2020, after effect of the Business Combination — $ ( 3,499,997 ) ( 684,450 ) $ ( 3,578,197 ) 281,589 $ 282 $ 13,019,998 $ ( 2,530,462 ) $ 3,411,624 Issuance of common stock — — — — 450 — 99,998 — 99,998 Issuance of Revelation Sub Series A-1 Preferred Stock, net — — 684,450 3,904,872 — — — — 3,904,872 Issuance of Warrants in connection with the issuance of the Revelation Sub Series A-1 Preferred Stock — — — ( 326,675 ) — — 326,675 — — Payment for Revelation Sub Series A Preferred Stock subscribed — 3,499,997 — — — — — — 3,499,997 Payment for common stock subscribed — — — — — — 499,998 — 499,998 Stock-based compensation expense — — — — — — 470,878 — 470,878 Net loss — — — — — — — ( 11,986,837 ) ( 11,986,837 ) Balance as of December 31, 2021, after effect of the Business Combination — $ — — $ — 282,039 $ 282 $ 14,417,547 $ ( 14,517,299 ) $ ( 99,470 ) Balance as of December 31, 2021 (as previously reported) 628,930 $ 3,903,730 684,450 $ 3,578,197 65,969 $ 66 $ 6,935,836 $ ( 14,517,299 ) $ ( 99,470 ) Retrospective application of reverse recapitalization ( 628,930 ) ( 3,903,730 ) ( 684,450 ) ( 3,578,197 ) 205,658 206 7,481,721 — — Reverse stock split fractional stock round up — — — — 10,412 10 ( 10 ) — Balance at December 31, 2021, after effect of the Business Combination — $ — — $ — 282,039 $ 282 $ 14,417,547 $ ( 14,517,299 ) $ ( 99,470 ) Issuance of common stock in connection with the Business Combination, net — — — — 98,209 98 6,864,229 — 6,864,327 Issuance of common stock for fees in connection with the Business Combination — — — — 8,572 9 291 — 300 Proceeds from the PIPE Investment, net — — — — 36,947 37 7,262,182 — 7,262,219 Rollover Warrant exercise — — — — 54 — 5,074 — 5,074 Repurchase for the Forward Share Purchase Agreement exercise — — — — ( 21,429 ) ( 21 ) ( 7,652,304 ) — ( 7,652,325 ) Pre-Funded Warrants exercise — — — — 36,959 37 ( 24 ) — 13 Proceeds from the July 2022 Public Offering, net — — — — 238,096 238 4,450,810 — 4,451,048 RSU awards issued — — — — 3,435 3 ( 3 ) — — Issuance of common stock for Accrued Expenses in connection with the Business Combination — — — — — — 749,700 — 749,700 Issuance of Series A Preferred Stock 1 — — — — — — — — Stock-based compensation expense — — — — — — 301,116 — 301,116 Net loss — — — — — — — ( 10,829,549 ) ( 10,829,549 ) Balance as of December 31, 2022 1 $ — — $ — 682,882 $ 683 $ 26,398,618 $ ( 25,346,848 ) $ 1,052,453 See accompanying notes to the consolidated financial statements. F- 5 REVELATION BIOSCIENCES, INC. Consolidated Statements of Cash Flows Year Ended December 31, 2022 2021 Cash flows from operating activities: Net loss $ ( 10,829,549 ) $ ( 11,986,837 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 301,116 470,878 Depreciation expense 25,048 16,782 Non-cash lease expense 14,960 52,384 Changes in operating assets and liabilities: Prepaid expenses and other current assets 569,044 ( 509,342 ) Deferred offering costs ( 61,154 ) — Accounts payable ( 666,042 ) ( 269,640 ) Accrued expenses ( 592,987 ) 1,185,794 Operating lease liability ( 16,752 ) ( 50,592 ) Accrued interest on Promissory Notes Payable & Convertible Note 36,920 — Net cash used in operating activities ( 11,219,396 ) ( 11,090,573 ) Cash flows from investing activities: Purchase of property and equipment — ( 131,963 ) Net cash used in investing activities — ( 131,963 ) Cash flows from financing activities: Proceeds from the Convertible Note 2,500,000 — Repayment of the Convertible Note ( 2,500,000 ) — Proceeds from the Business Combination, net 11,923,499 — Proceeds from the PIPE Investment, net 7,262,219 — Proceeds from Rollover Warrant exercise 5,074 — Repurchase for the Forward Share Purchase Agreement exercise ( 7,652,325 ) — Repayments of Promissory Notes Payable, including interest ( 796,882 ) — Proceeds from Pre-Funded Warrants exercise 13 — Proceeds from the July 2022 Public Offering, net 4,451,048 — Proceeds from issuance of common stock, net — 599,996 Proceeds from issuance of Series A Preferred Stock 5,000 — Proceeds from issuance of Revelation Sub Series A Preferred Stock, net — 3,499,997 Proceeds from issuance of Revelation Sub Series A-1 Preferred Stock, net — 3,904,872 Net cash provided by financing activities 15,197,646 8,004,865 Net increase (decrease) in cash and cash equivalents 3,978,250 ( 3,217,671 ) Cash and cash equivalents at beginning of period 1,274,729 4,492,400 Cash and cash equivalents at end of period $ 5,252,979 $ 1,274,729 Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs included in accounts payable and accrued expenses $ 26,017 $ — Current liabilities assumed in the Business Combination $ 2,149,432 $ — Deferred underwriting commissions assumed in the Business Combination $ 2,911,260 $ — Conversion of Revelation Sub Series A Preferred Stock to common stock $ 3,903,730 $ — Conversion of Revelation Sub Series A-1 Preferred Stock to common stock $ 3,578,197 $ — Equity Issuance for fees in connection with the Business Combination $ 300 $ — Issuance of Class A Common Stock Warrants in connection with the PIPE Investment $ 3,634,262 $ — Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment $ 508,797 $ — Conversion of Accrued Expenses to Equity in connection with the Business Combination $ 749,700 $ — Issuance of Class B Common Stock Warrants in connection with the July 2022 Public Offering $ 4,490,457 $ — Issuance of Class B Placement Agent Common Stock Warrants in connection with the July 2022 Public Offering $ 310,137 $ — Acquisition of right-of-use asset through operating lease obligation $ — $ 67,344 Issuance of warrants in connection with Revelation Sub Series A-1 Preferred Stock $ — $ 326,675 See accompanying notes to the consolidated financial statements. F- 6 REVELATION BIOSCIENCES, INC. No tes to the Consolidated Financial Statements 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. (“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On January 10, 2022 (the “Closing Date”) the Company consummated its business combination, with Revelation Biosciences Sub, Inc. (“Old Revelation” or “Revelation Sub”), the Company's wholly owned subsidiary (the “Business Combination”). Since the Business Combination, the Company is a clinical-stage biopharmaceutical company and has been focused on the development and commercialization of immunologic therapeutics and diagnostics. The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the audited consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (the “Common Stock Exchange Ratio”). Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, respectively, (see Note 3). On Januar y 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warr ant and ceased trading on the Nasdaq Capital Market. On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35 (the “Reverse Split”). As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares will be outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. All share numbers and preferred stock conversion numbers included herein have been retroactively adjusted to reflect the 1-for-35 Reverse Split. (See Note 10). The Company has incurred recurring losses since its inception, including a net loss of $ 10.8 million for the year ended December 31, 2022. As of December 31, 2022, the Company had an accumulated deficit of $ 25.3 million, a stockholders’ equity of $ 1.1 million and available cash and cash equivalents of $ 5.3 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 REVTx-300, REVTx-100, REVTx-200, REVTx-99b, REVDx-501 or other product candidates, which the Company expects will not be for at least several years, if ever. Additionally, taking into consideration the net proceeds of approximately $ 14.0 million received in connection with the public offering completed in February of 2023, the Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain F- 7 operations within one year after the date that the Company’s audited financial statements for December 31, 2022 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 audited consolidated financial statements for December 31, 2022, 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. The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions and balances have been eliminated in consolidation. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, stockholders’ deficit or cash flows. 2. Summary of Significant Accounting Policies Use of Estimates 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 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 consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accountingand other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations. F- 8 Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense). Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, REVTx-300, REVTx-100, REVTx-200, REVTx-99a/b and diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations. Stock-based Compensation The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historic volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is F- 9 generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Basic and Diluted Net Loss per Share Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, unvested and unissued RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net loss per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net loss per share when their effect is anti-dilutive. As of December 31, 2022 and 2021, there were 660,956 and 17,946 potential shares of common stock, respectively, (see Note 10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive. The basic and diluted weighted-average shares used to compute net loss per share in the audited consolidated statements of operations excludes the shares issued from the reverse stock split fractional share round up. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12, Simplifying the Accounting for Income Taxes (Topic 740) (“ASU 2019-12”). ASU 2019-12 issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment date of the new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the effective income tax rate with the effects on deferred income tax F- 10 assets and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. The Company’s adoption of the ASU 2019-12 guidance did not have an effect on the Company’s consolidated financial statements. 3. Business Combination As disclosed in Note 1, the Company consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger, Inc., a Delaware corporation and wholly-owned subsidiary of Petra (“Merger Sub”), and Old Revelation. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation (the “Merger”), with Old Revelation as the surviving company in the Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned subsidiary of the Company and (ii) the Company changed its name to “Revelation Biosciences, Inc.” In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $ 0.001 per share, of Revelation based on the agreed upon Common Stock Exchange Ratio; (ii) each Old Revelation RSU award outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover RSU awards based on the Common Stock Exchange Ratio (“Rollover RSU”); and (iii) each Old Revelation warrant outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover warrants based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation warrant divided by (y) the Common Stock Exchange Ratio (“Rollover Warrant”). At the Closing Date, up to 300,000 shares of common stock were to be issued constituting the merger consideration, (i) an aggregate of 282,039 shares of common stock, including conversion of all outstanding shares of the Revelation Sub Series A Preferred Stock and Revelation Sub Series A-1 Preferred Stock of Old Revelation, were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) 4,792 shares of common stock were reserved for issuance for Rollover Warrants outstanding as of immediately prior to the Effective Time and (iii) 13,154 shares of common stock were reserved for issuance for Rollover RSU awards outstanding as of immediately prior to the Effective Time. Immediately after giving effect to the Business Combination, there w ere 369,836 shares of common stock outstanding. The pre-merger stockholders of Petra retained an aggregate of 87,797 sha res of common stock of Petra, representing 23.7 % ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation Sub acquiring control of Petra. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (the “Common Stock Exchange Ratio”). Prior to the Closing Date, on December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation), LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, Chairman of Old Revelation and present Chairman of the Company (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to purchase, in the aggregate, up to $ 4.5 million of shares of Petra’s common stock, par value $ 0.001 per share, in the event that more than $ 31.5 million was redeemed from the trust account in connection with the Business Combination. On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased a n aggregate of 12,345 shares of Petra Common Stock that had been surrendered for redemption totaling $ 4.5 million. Petra also entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Meteora Capital Partners and its F- 11 affiliates (collectively, “Meteora”) pursuant to which Meteora committed, to purchase additional shares of the Company's common stock in open market transactions or from redeeming stockholders so that Meteora held at least 21,429 shares of common stock as of the closing of the Business Combination. The Forward Share Purchase Agreement provides that Meteora may elect to sell and transfer to the Company, on the one month anniversary of the closing of the Business Combination up to 21,429 shares of common stock held by Meteora at the time of closing of the Business Combination at a price of $ 357.10 per share. On the Closing Date, in connection with the Business Combination, stockholders holding 99,449 shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $ 357.10 per share for payments in the aggregate of approximately $ 35.5 million. Additionally, approximately $ 7.7 million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora and approximately $ 4.2 million was released to Revelation. On February 4, 2022, Meteora exercised the Forward Share Purchase Agreement entered into by and between the Company. 21,429 shares were repurchased by the Company and approximately $ 7.7 million that was escrowed was paid to Meteora. At the closing of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date. Subsequent to the Closing Date on February 10, 2022 and February 22, 2022 the Company paid $ 105,490 and $ 691,392 , respectively, to the three holders of promissory notes made to Petra in connection with the Business Combination (“Promissory Notes Payable”) . The Promissory Notes Payable had a total principal of $ 750,000 , and had accrued interest of $ 46,882 at the time of repayment. The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra issued shares for outstanding equity interests of Old Revelation in the Business Combination, Petra was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra have been stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Revelation. 4. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2022 December 31, 2021 Prepaid clinical costs $ — $ 488,614 Other prepaid expenses & current assets 73,132 148,728 Total prepaid expenses & current assets $ 73,132 $ 637,342 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2022 December 31, 2021 Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation ( 41,830 ) ( 16,782 ) Total property and equipment, net $ 90,133 $ 115,181 F- 12 Depreciation expense was $ 25,048 for the year ended December 31, 2022 and $ 16,782 for the year ended December 31, 2021. Accrued Expenses Accrued expenses consisted of the following: December 31, 2022 December 31, 2021 Accrued payroll and related expenses $ 618,014 $ 756,729 Accrued clinical study expenses 175,061 327,244 Accrued professional fees 75,722 294,130 Accrued clinical development costs 111,700 145,566 Accrued other expenses 5,000 5,000 Total accrued expenses $ 985,497 $ 1,528,669 In connection with the Business Combination the Company entered into a payment deferral of legal fees with Loeb & Loeb, LLP, which, deferred the legal fees for six months from the Closing Date of the Business Combination, or July 9, 2022. The agreement stated, if the fees were not paid by July 9, 2022, 8,572 shares of common stock that were issued in January 2022 as collateral to Loeb & Loeb, LLP would be retained in lieu of cash payment, as full payment for the legal fees. As a result, during the year ended December 31, 2022 , $ 0.7 million of accrued professional fees recorded as of June 30, 2022 were converted to equity. Included in accrued other expenses as of the year ended December 31, 2022 , was the $ 5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Compan y. 5. Commitments and Contingencies Lease Commitments In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Original Lease”). The Original Lease had a term of 13 calendar months, plus any partial month at the beginning of the Original Lease (the “Original Lease Term”). Revelation Sub recorded a lease liability and right-of-use lease asset for the Original Lease based on the present value of Original Lease payments over the expected Original Lease Term, discounted using Revelation Sub’s incremental borrowing rate of 7.73 %. There was no option to extend the Original Lease and the expiration date was March 31, 2022 . In accordance with the Original Lease, Revelation Sub is required to maintain a security deposit of $ 5,564 . Revelation Sub paid a total of $ 70,313 of rent expense over the life of the Original Lease. In October 2021, Revelation Sub amended the Original Lease to expire on December 31, 2022 , equal to an additional nine calendar months with a base monthly rent equal to the 13 th month of the Original Lease (the “First Amendment”). Revelation Sub signed the First Amendment on October 14, 2021. In connection with the Business Combination, the First Amendment was assumed by the Company. The Company will pay $ 51,578 of rent expense over the life of the First Amendment. The Company has applied the short-term lease exception as the First Amendment is less than twelve months . In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The Lease contains customary default provisions, representations, warranties and covenants. The Lease is classified as an operating lease. Rent expense was $ 66,645 for the year ended December 31, 2022 and $ 55,246 for the year ended December 31, 2021, respectively. There are no future minimum lease payments under the First Amendment of the operating lease as of December 31, 2022. Convertible Note Financing F- 13 On January 4, 2022, Revelation Sub entered into a convertible note financing in an amount of up to $ 2.5 million with a fixed 10 % annual interest rate from AXA IM Prime Impact Fund (the “Convertible Note”), the proceeds of which were used by Revelation Sub to purchase shares of Petra common stock from redeeming Petra stockholders who redeemed shares of Petra common stock in connection with the Business Combination. On January 6, 2022, Old Revelation purchas ed 7,001 shares of Petra common stock with the proceeds from the Convertible Note. Repayment of the Convertible Note was made on January 6, 2022 in accordance with the exchange terms of the Convertible Note by which 7,001 shares o f Petra’s common stock that had been purchased by Revelation Sub were transferred to AXA. Total interest incurred under the Convertible Note was $ 14,383 during the year ended December 31, 2022. Premium Finance Agreement - D&O Insurance In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into an agreement with a premium financing lender, where by the lender paid the D&O Insurance premium for the company (“Premium Finance Agreement”). If the Company were to not pay the lender monthly installment payments, the lender would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lender. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lender. The Premium Finance Agreement is for $ 825,000 and accrues interest at a fixed rate of 3.57 % per annum payable monthly for a total of $ 9,856 over the term of the Premium Finance Agreement. Monthly payments of $ 74,428 , are to be paid in nine monthly installments, which commenced on February 10, 2022 with a maturity date of October 10, 2022 . Upon entering into the Premium Finance Agreement, an upfront payment of $ 165,000 was due and paid on February 14, 2022. Total expense incurred under the Finance Agreement for upfront, monthly and interest payments was $ 834,856 during the year ended December 31, 2022. Total cash paid under the Finance Agreement for upfront, monthly and interest payments was $ 834,856 during the year ended December 31, 2022 . There are no future obligations under the Premium Finance Agreement as of December 31, 2022. 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 other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $ 2.7 million in cash and $ 2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that the amount of the fees sought exceeded the $ 8.5 million cap on transaction expenses in the Business Combination Agreement. This action remains pending as of the date of this report. On March 2, 2023, the court denied the plaintiff’s motion for summary judgment. As of the date of this report, the court has not set any schedule for discovery or a timetable for any trial. Of the LifeSci Capital LLC claim, $ 1.5 million relates to deferred underwriting fees from the Petra initial public offering. In addition, but separate from the claim, one of the underwriters in the Petra initial public offering F- 14 who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $ 655 thousand in fees owed from the Petra initial public offering that remain unpaid. Both of these amounts are recorded as a current liability in the financial statements as of December 31, 2022 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability cannot be determined at this time. On September 27, 2022, A-IR Clinical Research Ltd. (“A-IR”) filed a claim against the Company in the High Court of Justice, in the Business and Property Courts of England and Wales, seeking £ 1.6 million in unpaid invoices, plus interest and costs, relating to the Company’s viral challenge study. The Company is disputing the claim because many of the invoices relate to work that was not performed and A-IR had misrepresented its qualifications to perform the contracted work. Since this proceeding is at a very early stage, no liability is reflected in the financial statements as the amount of any liability cannot be determined at this time. On January 30, 2023, Marwood Advisory Group, LLC filed an action in the Supreme Court of New York for the County of New York seeking damages in the amount of $ 150,000 plus interest in respect of a contract agreed by the sponsors of Petra allegedly relating to a due diligence report with another target considered by Petra prior to the Business Combination. The Company believes it has defenses to this claim and as of the date of this report no answer is due. Since this proceeding is at a very early stage, no liability is reflected in the financial statements as the amount of any liability cannot be determined at this time. 6. PIPE Investment On January 23, 2022, the Company entered into a securities purchase agreement with an institutional investor (“the Purchaser”) pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchaser in a private placement, 36,947 shares of common stock at a gross purchase price of $ 105.00 per share (the “Shares”) (the “PIPE Investment”), 36,959 unregistered pre-funded warrants to purchase common stock (the “Pre-Funded Warrants”) and 73,905 unregistered warrants to purchase common stock (the “Class A Common Stock Warrants”). The closing was consummated on January 25, 2022. The net proceeds to the Company was $ 7.3 million. Each Pre-Funded Warrant was funded to the amount of $ 105.00 , with $ 0.00035 per share of common stock payable upon exercise, was immediately exercisable, could have been exercised at any time until exercised in full and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 9.99 % of the Company’s outstanding common stock immediately after exercise. On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at purchase price of $ 12.94 . Each Class A Common Stock Warrant has an exercise price of $ 115.15 per share of common stock, is exercisable at any time after the sixth month anniversary of the date of issuance, will expir e five and one-half years from the date of issuance and is subject to customary adjustments. The Class A Common Stock Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed 4.99 % of the Company’s outstanding common stock immediately after exercise. However, the holder may increase (upon 61 days’ prior notice from the holder to the Company) or decrease such percentages, provided that in no event such percentage exceeds 9.99 %. Also on January 23, 2022 and in connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to use its best efforts to file a registration statement on Form S-1 (the “Registration Statement”) to register for resale the Shares and any shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants and Class A Common Stock Warrants by January 31, 2022, but in no event later than February 4, 2022. The company filed the Registration Statement on January 28, 2022 and it became effective on February 7, 2022. Roth Capital Partners, LLC (the “Placement Agent”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company agreed to pay the Placement Agent a cash fee equal to 6.0 % of the gross proceeds received by the Company in the private placement, totaling approximately $ 465,600 . In F- 15 addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 10,347 shares of common stock representing 7.0 % of the aggregate number of shares of common stock sold in the private placement (including shares of common stock issuable upon the exercise of any of the Pre-Funded Warrants and Common Warrants) (the “Class A Placement Agent Common Stock Warrants”). The Class A Placement Agent Common Stock Warrants have substantially the same terms as the Class A Common Stock Warrants. Using the Black-Scholes option pricing model, the Class A Common Stock Warrants were valued in the aggregate at $ 3.6 million and the Class A Placement Agent Common Stock Warrants were valued in the aggregate at $ 0.5 million. Both were included in the issuance costs of the private placement (see Note 12). 7. Public Offering On July 28, 2022, the Company closed a public offering of 238,096 shares of its common stock (the “July 2022 Public Offering”), together with 8,333,334 warrants to purchase up to 238,095 shares of its common stock (the “Class B Common Stock Warrants”) at an offering price to the public of $ 21.00 per share and associated warrant. The Class B Common Stock Warrants have an exercise price of $ 21.00 per share , are exercisable upon issuance, and will expire five years following the date of issuance. The net proceeds to the Company from the offering were $ 4.5 million . The shares of common stock, and the shares of common stock underlying the Class B Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-266108), and was declared effective by the SEC on July 25, 2022. Roth Capital Partners, LLC (the “Placement Agent”) was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering. The Company agreed to pay the Placement Agent a cash fee equal to 7.0 % of the gross proceeds received by the Company in the public offering, totaling $ 350,000 . In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to 16,667 shares of common stock representing 7.0 % of the aggregate number of shares of common stock sold in the public offering (the “Class B Placement Agent Common Stock Warrants”). The Class B Placement Agent Common Stock Warrants have an exercise price of $ 26.25 per share and expire five years following the date of issuance. Using the Black-Scholes option pricing model, the Class B Common Stock Warrants were valued in the aggregate at $ 4.5 million and the Class B Placement Agent Common Stock Warrants were valued in the aggregate at $ 0.3 million. Both were included in the issuance costs of the July 2022 Public Offering (see Note 12) . 8. Preferred Stock Revelation Authorized Preferred Stock The third amended and restated certificate of incorporation of the Company authorizes up to 5,000,000 shares of preferred stock, $ 0.001 par value per share, which may be issued as designated by the Board of Directors without stockholder approval. As of December 31, 2022 and as of the date of this Report, there was one share of preferred stock issued and outstanding. Series A Preferred Stock On December 19, 2022, the Company entered into a Subscription and Investment Representation Agreement (the “Subscription Agreement”) with James Rolke, its Chief Executive Officer, who is an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell one (1) share of the Company’s Series A Preferred Stock, par value $ 0.001 per share, to the Purchaser for $ 5,000.00 in cash. The sale closed on December 19, 2022. The Series A Preferred Stock had 50,000,000 votes and voted together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock voted, without action by the holder, on any such proposal in the same proportion as shares of common stock voted. The Series A F- 16 Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. The Series A Preferred Stock was not convertible into, or exchangeable for, shares of any other class or series of stock or other securities of the Company. The Series A Preferred Stock had no rights with respect to any distribution of assets of the Company, including upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company, whether voluntarily or involuntarily. The holder of the Series A Preferred Stock was not entitled to receive dividends of any kind. The outstanding share of Series A Preferred Stock was automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company. Upon such redemption, the holder of the Series A Preferred Stock received the redemption price of $ 5,000.00 in cash. Revelation Sub Authorized Preferred Stock Prior to the Merger, in August 2020, Revelation Sub authorized the sale and issuance of up to 2,000,000 shares of preferred stock, par value $ 0.001 per s hare. At the Closing Date of the Business Combination, all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock were converted into 48,971 and 53,293 , respectively, shares of common stock (see Note 3). Revelation Sub Series A Preferred Stock Prior to the Merger, in December 2020, Revelation Sub sold and issued 628,930 shares of Series A Preferred Stock for net proceeds of $ 3.9 million. All shares of the Series A Preferred Stock were exchanged on the Closing Date for 48,971 shares of common stock in connection with the Business Combination. Revelation Sub Series A-1 Preferred Stock Prior to the Merger, in January 2021, Revelation Sub sold and issued 684,450 shares of Series A-1 Preferred Stock for net proceeds of $ 3.9 million. All shares of the Series A-1 Preferred Stock were exchanged on the Closing Date for 53,293 shares of common stock in connection with the Business Combination. 9. Units In connection with the Petra's IPO, in October of 2020, Petra issued unit's that consisted of one share of common stock and one warrant with an exercise price of $ 402.50 per shares (the “Public Warrants”). As of December 31, 2022 there were 48,246 u nits outstanding (not effected for the reverse split), which trade on the Nasdaq Capital Market under the ticker symbol “REVBU.” The Company includes each share of common stock and Public Warrant from the unit’s in its calculation of common stock and Public Warrants outstanding, respectively. 10. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue 500,000,000 shares of Common Stock, par value $ 0.001 per share. Reverse Split On January 30, 2023, the Company filed the Certificate of Amendment reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35 . As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, F- 17 without any change in the par value per share. No fractional shares are outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares will be subject to such plans. Common Stock Issuance due to the Business Combination At the Closing Date, the Company issued an aggregate of 282,039 shares of common stock in exchange for the Revelation Sub stock, outstanding as of immediately prior to the Effective Time. On the Closing Date, the Company received net proceeds from the Business Combination of $ 11.9 million, of which $ 7.7 million was escrowed pursuant to a Forward Share Purchase Agreement entered into by Petra and $ 4.2 million was released to Revelation. Common Stock Issuance during the year ended December 31, 2022 On January 23, 2022, the Company issue d 36,947 shares of common stock in connection with the PIPE Investment. The Company received net proceeds of $ 7.3 million. On January 31, 2022, the Company iss ued 8,572 shares of common stock as collateral to Loeb & Loeb, LLP as part of a payment deferral of legal fees in connection with the Business Combination. On February 4, 2022, the Company cancelled 21,429 shares in connection with the exercise of the Forward Share Purchase Agreement and approximately $ 7.7 million that was in escrow was paid to Meteora. On February 22, 2022, the Company issued 36,959 shares of common stock in connection with the notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $ 12.94 . On February 2, 2022, the Company issued 54 shares of common stock in connection with a notice of cash exercise for the Company’s Rollover Warrants with a total purchase price of $ 5,073 . On July 28, 2022, the Company issued 238,096 shares of its common stock in connection with the July 2022 Public Offering. The Company received net proceeds of $ 4.5 million. On July 29, 2022, the Company issued 3,435 shares of common stock in connection with vested Rollover RSU awards. As of December 31, 2022 and December 31, 2021, 682,882 and 282,039 shares of common stock were issued and outstanding, respectively. As of December 31, 2022 , no cash dividends have been declared or paid. The total shares of common stock reserved for issuance are summarized as follows: F- 18 December 31, 2022 December 31, 2021 Revelation Sub Series A Preferred Stock — — Series A-1 Preferred Stock — — Public Warrants 300,332 — Class A Common Stock Warrants 73,905 — Class A Placement Agent Common Stock Warrants 10,347 — Class B Common Stock Warrants 238,096 — Class B Placement Agent Common Stock Warrants 16,667 — Rollover Warrants 4,738 4,792 Unvested and unissued Rollover RSU awards 7,290 13,154 Stock options outstanding 9,581 — Shares reserved for issuance 660,956 17,946 Shares available for future stock grants under the 2021 Equity Incentive Plan 58,707 — Total common stock reserved for issuance 719,663 17,946 11. Stock-Based Compensation 2020 Equity Incentive Plan and 2021 Equity Incentive Plan Prior to the Merger, Revelation Sub adopted the Revelation Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on October 1, 2020 for the issuance of stock-based awards. There was a total of 13,154 shares that had been granted for RSU awards under the 2020 Plan. On the Closing Date of the Business Combination, the outstanding RSU awards from the 2020 Plan were exchanged for Rollover RSU awards and the 2020 Plan was cancelled and there are no additional shares available for grant under the 2020 Plan. In January 2022, in connection with the Business Combination, the Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 36,983 authorized shares of common stock the Company could issue. The 2021 Plan is administered by the Board of Directors. 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 over one to four years . In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, beginning on January 1, 2022, by 10 % of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. On January 1, 2023, after effecting the Reverse Split the total shares available for issuance under the 2021 Equity Plan was increased to 68,288 authorized shares of common stock. 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 are not exercisable after five years from the grant date. As of December 31, 2022, there were 58,707 sh ares available for future grant under the 2021 Plan. Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Rollover RSU awards have time-based and milestone-based vesting conditions. Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and F- 19 quarterly over four years or 25 % on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants . The milestone-based vesting conditions vested on the Closing Date of the Business Combination. As of December 31, 2022 and December 31, 2021, the Company has a total of 7,290 and 13,154 Rollover RSU awards for shares of common stock outstanding, respectively. During the year ended December 31, 2022, 3,435 Rollover RSU awards have fully vested and been issued and 2,429 Rollover RSU awards have been forfeited. As of December 31, 2022, 7,290 Rollover RSU awards will vest and be issued over the next 2.4 years. Each Rollover RSU award converts to one share of common stock. Stock Options The Company has granted stock options which vest 25 % on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. Stock options have a maximum term of 10 years . On July 29, 2022, in connection with the release of 9 employees, the Board of Directors granted 5,590 stock options for shares of common stock that vest 100 % on the date of grant. The stock options have a maximum term of 3 years. The activity related to stock options, during the year ended December 31, 2022 is summarized as follows: Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (Years) Outstanding at December 31, 2021 — $ — Granted 15,708 38.57 Exercised — — Expired and forfeited ( 6,127 ) 49.00 Outstanding at December 31, 2022 9,581 $ 31.91 3.5 Exercisable at December 31, 2022 5,590 $ 19.71 2.6 For the year ended December 31, 2022 , the weighted-average Black-Scholes value per stock option was $ 25.67 . The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions: Volatility 96.5 % Expected term (years) 5.00 Risk-free interest rate 2.27 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs. F- 20 Stock-Based Compensation Expense For the years ended December 31, 2022 and 2021, the Company recorded stock-based compensation expense for the period indicated as follows: Year Ended December 31, 2022 2021 General and administrative: RSU awards $ 130,689 $ 412,214 Stock Options 44,000 — General and administrative stock-based compensation expense 174,689 412,214 Research and development: RSU awards 41,506 58,664 Stock Options 84,921 — Research and development stock-based compensation expense 126,427 58,664 Total stock-based compensation expense $ 301,116 $ 470,878 As of December 31, 2022, there was $ 204,030 and $ 98,633 of unrecognized stock-based compensation expense related to Rollover RSU awards and stock options, respectively. The unrecognized stock-based compensation expense is expected to be recognized over a period of 2.1 years and 3.2 years for Rollover RSU’s and stock options, respectively. 12. Warrants Public Warrants In connection with the Petra's IPO, Petra issued 10,511,597 Public Warrants to purchase an aggregate of 300,332 shares of common stock at an exercise price of $ 402.50 per share and expire on January 10, 2027 . The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW. The Company may redeem the Public Warrants at a price of $ 0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceed s $ 630.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Rollover Warrants Prior to the Merger, in connection with the issuanc e of the Revelation Sub Series A-1 Preferred Stock through a private placement, Revelation Sub issued warrants to the placement agent to purchase an aggregate of 4,792 shares of common stock at an exercise price of $ 93.80 per share, valued on the issuance date of the Revelation Sub Series A-1 Preferred Stock in the aggregate at $ 326,675 and included in the issuance costs of the Revelation Sub Series A-1 Preferred Stock. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 31, 2027 . At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant, which was exercisable in accordance with its original issuance. On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 54 shares of common stock at a purchase price of $ 5,073 . As of December 31, 2022, there were 4,738 Rollover Warrants remaining to be exercised or exchanged. F- 21 The fair value of the Rollover Warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 73,905 shares of common stock at an exercise price of $ 115.15 per share, valued on the PIPE Investment purchase date in the aggregate at $ 3,634,262 and included in the issuance costs of the PIPE Investment. The warrants were exercisable six months from the issuance date, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Pre-Funded Warrants In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 36,959 shares of common stock at an exercise price of $ 0.00035 per share. On February 22, 2022, the Company received a notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at purchase price of $ 12.94 . Class A Placement Agent Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to the Placement Agent to purchase an aggregate of 10,347 shares of common stock at an exercise price of $ 115.15 per share, valued on the PIPE Investment purchase date in the aggregate at $ 508,797 and included in the issuance costs of the PIPE Investment. The warrants were exercisable six months from the issuance date, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class B Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued 8,333,334 warrants to purchase an aggregate of 238,095 shares of common stock at an exercise price of $ 21.00 per share, valued on the public offering purchase date in the aggregate at $ 4,490,457 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 28, 2027 . F- 22 The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase an aggregate of 16,667 shares of common stock at an exercise price of $ 26.25 per share, valued on the public offering purchase date in the aggregate at $ 310,137 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 . The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % 13. Income Taxes The Company did no t record a provision for income taxes for the years ended December 31, 2022 and December 31, 2021 due to a full valuation allowance against its deferred tax assets. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended December 31, 2022 2021 Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.2 7.1 Research and development credits 0.6 1.9 Non-deductible expenses 2.9 ( 2.3 ) Change in valuation allowance ( 31.7 ) ( 27.7 ) Effective tax rate — % — % Significant components of the Company’s deferred tax assets are as follows: Year Ended December 31, 2022 2021 Net operating loss carryforwards $ 5,511,086 $ 3,524,526 Research and development credits 324,661 255,656 Capitalized research and development costs 1,429,419 — Capitalized start-up costs 860,853 — Other, net 373,936 351,836 Total gross deferred tax assets 8,499,983 4,132,018 Valuation allowance ( 8,499,983 ) ( 4,132,018 ) Net deferred tax assets $ — $ — F- 23 As of December 31, 2022 and 2021, a full valuation allowance of $ 8,499,983 and $ 4,132,018 , respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $ 4,012,802 and $ 3,323,197 in 2022 and 2021, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards and the mandatory capitalization of qualified research and development expenses in 2022. As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $ 18,224,037 and $ 24,505,008 , respectively. As of December 31, 2021, the Company had federal and state net operating loss carryforwards of $ 12,468,027 and $ 13,221,253 , respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026 . The Company had estimated federal research and development credit carryforwards of $ 93,915 and $ 91,217 as of December 31, 2022 and 2021, respectively. The federal research tax credit carryforwards will begin to expire in 2040 . The Company had estimated state research and development credit carryforwards of $ 292,083 and $ 208,150 as of December 31, 2022 and 2021, respectively. The California state credits carryforward indefinitely. Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards. No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2022 and 2021. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2022 and 2021, the Company had no accrued interest or penalties recorded related to uncertain tax positions. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (“CARES”) Act was enacted and signed into law and GAAP requires recognition of the tax effects of new legislation during the reporting period that includes the enactment date. The CARES Act includes changes to the tax provisions that benefits business entities and makes certain technical corrections to the 2017 Tax Cuts and Jobs Act. The tax relief measures for businesses in the CARES Act include a five-year net operating loss carryback for certain net operating losses, suspension of the annual deduction limitation of 80 % of taxable income for certain net operating losses, changes in the deductibility of interest, acceleration of alternative minimum tax credit refunds, payroll tax relief, and a technical correction to allow accelerated deductions for qualified improvement property. The CARES Act also provides other non-tax benefits to assist those impacted by the pandemic. The Company evaluated the impact of the CARES Act and determined that there is no material impact to the income tax provision for the years ended December 31, 2022 and 2021. The Consolidated Appropriation Act (“CAA”) of 2021 was signed into law by the President, December 27, 2020, containing the most recent COVID-19 relief provisions as well as many tax provisions including renewals of several popular tax extenders. The Company evaluated the impact of the CAA and determined that there is no material impact to the income tax provision for the years ended December 31, 2022 and 2021. 14. Subsequent Events Unit Separation On January 13, 2023, the Company’s units, which traded with the ticker symbol “REVBU” were mandatorily separated and cease to exist, further the units no longer trade on the Nasdaq Capital Market. Each unit was comprised of one share of the Company’s common stock and one Public Warrant. At the time of separation there were 1,688,598 units seperated, no new shares of common stock or Public Warrants were issued in connection with the speration. F- 24 Second Amendment to Lease In January 2023, Revelation Sub amended the First Amendment to the Original Lease (the “Second Amendment”) to expire on December 31, 2023 , equal to an additional 11 calendar months with a base monthly rent equal to $ 9,630.00 . Revelation Sub signed the Second Amendment on January 17, 2023. The Company will pay $ 105,930 of rent expense over the life of the Second Amendment. Change in Authorized Shares and Reverse Stock Split On January 30, 2023, at a special meeting of stockholders, the Company’s stockholders approved a Certificate of Amendment to the Company’s Third Amended and Restated Certificate of Incorporation to change the authorized common stock from 100,000,000 to 500,000,000 shares and effect a reverse stock split of our outstanding shares of common stock at a specific ratio within a range of one-for-twenty ( 1-for-20 ) to a maximum of a one-for-one hundred ( 1-for-100 ) split . On January 30, 2023, the Company filed the Certificate of Amendment which set the authorized shares of common stock to 500,000,000 and effected a 1-for-35 reverse stock split of our outstanding shares of common stock as of 12:01 a.m. Eastern Standard Time on February 1, 2023. Public Offering On February 13, 2023, the Company closed a public offering of (i) an aggregate of 2,888,600 shares of its common stock, par value $ 0.001 per share and pre-funded warrants to purchase up to an aggregate of 336,400 shares of Common Stock (the “Pre-Funded Warrants”) and (ii) accompanying Class C Common Stock Purchase Warrants to purchase up to an aggregate of 6,450,000 shares of its Common Stock at a combined offering price of $ 4.83 per share of Common Stock and associated Class C Common Stock Warrants, or $ 4.8299 per Pre-Funded Warrant and associated Class C Common Stock Warrants, resulting in gross proceeds of approximately $ 15.6 million. As of December 31, 2022, the Company recorded $ 87,171 of deferred offering costs. The Pre-Funded Warrants do not expire and have an exercise price of $ 0.0001 per share. The Class C Common Stock Warrants will have an exercise price of $ 5.36 per share, are exercisable upon issuance, and will expire five years following the date of issuance . The net proceeds to the Company from the offering were approximately $ 14.0 million, after deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to further the development of REVTx-300, REVTx-100, REVTx-200 and REVTx-99b; continue to develop other products and therapies; and fund working capital and general corporate purposes using any remaining amounts. A registration statement on Form S-1 (File No. 333-268576) relating to these securities has been filed with the SEC, and was declared effective by the SEC on February 9, 2023. Roth Capital Partners, LLC (the “Placement Agent’) was engaged by the Company to act as its exclusive placement agent for the public offering. The Company agreed to pay the Placement Agent a cash fee equal to 8.0 % of the gross proceeds received by the Company in the public offering, totaling approximately $ 1.2 million. Using the Black-Scholes option pricing model, the Class C Common Stock Warrants were valued in the aggregate at $ 16.1 million and included in the issuance costs of the public offering. As a result of the proceeds from the Public Offering, the Company believes it is now in compliance with Listing Rule 5550(b)(2) because it has stockholders’ equity in excess of $ 2.5 million as of the date of this filing. Regaining NASDAQ Compliance On February 16, 2023, the Company received formal notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company’s common stock will continue to be listed and traded on Nasdaq, due to the Company having regained compliance with the minimum bid price requirement and minimum stockholders’ equity requirement for continued listing on Nasdaq, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively, and all applicable listing standards. As previously reported in 2022, Nasdaq issued delist letters based on the Company’s non-compliance with the bid price and stockholders’ equity requirements for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively. The Company’s compliance plan was approved by a Nasdaq hearing panel giving the Company until April 18, 2023 to regain compliance. To regain compliance with the stockholders’ equity requirement, the Company must have achieved stockholders’ equity of at least $ 2.5 million F- 25 and demonstrated its ability to sustain compliance with that requirement. In order to demonstrate compliance with the $ 1.00 bid price requirement, the Company must have demonstrated compliance for a minimum of ten consecutive business days. Also, as previously reported on February 13, 2023, the Company closed a Public Offering on February 13, 2023, resulting in estimated net cash proceeds of approximately $ 14.0 million after accounting for estimated expenses incurred in connection with the Public Offering. As a result, the Listing Qualifications staff determined that the Company has regained compliance with the minimum equity requirement. The staff also determined as of February 15, 2023, the Company has evidenced compliance with the $ 1.00 per share price requirement having traded for 11 consecutive trading days above $ 1.00 . Pre-Funded Warrant Exercise On February 14, 2023, the Company received a notice of cash exercise for the Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 33,000 shares of common stock at purchase price of $ 3.30 . On March 2, 2023, the Company received a notice of cash exercise for the Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 160,000 shares of common stock at purchase price of $ 16.00 . Class C Common Stock Warrant Exercise As of March 20 2023, the Company received notices of alternative cash-less exercises for 1,868,390 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 747,357 shares of common stock. F- 26