What changed in this filing

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Item 9A. Controls and Procedures

2024-03-22 compared with 2023-03-30 · 438 added, 536 removed, 716 unchanged (58% of the section changed)

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Based on that evaluation of our disclosure controls and procedures as of December 31, 2023, 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.

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.

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• 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;

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.

• 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

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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, 2023.

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, 2023, our internal control over financial reporting was effective based on those criteria.

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Jennifer Carver, BSN, MBA

Curt LaBelle, MD

Lakhmir Chawla, M.D.

EXECUTIVE OFFICERS

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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.

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.

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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.

James Rolke — Director and Chief Executive Officer.

Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020.

Rolke has over 30 years of experience in the biotechnology industry, spanning all areas and phases of drug development.

Rolke has 29 years of experience in the biotechnology industry, spanning all areas and phases of drug development.

Prior to joining the Company, beginning in 2012, Mr.

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(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,

Prior to Pluromed, 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.

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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 —

Jennifer Carver, BSN, MBA — Director.

Carver has been a director of the Company since May 2020.

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We believe that Ms.

Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director.

Jess Roper —

Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director.

Jess Roper — Director.

Roper has been a director since October 2020.

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Roper is qualified to serve as a director based on his extensive financial and audit experience.

Curt LaBelle, MD —

LaBelle has been a director since January 2021.

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.

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.

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.

Zygmont, III —

Chief Financial Officer.

Zygmont has been the Company’s Chief Financial Officer since inception.

Lakhmir Chawla, M.D.

Chawla is currently the Chief Executive Officer of Stavro Medical.

Previously, Dr.

Chawla was the Chief Medical Officer of Silver Creek Pharma where he oversaw the Acute Ischemic Stroke development program and initiation of the ARPEGGIO neuroprotection study.

Prior to that, Dr.

Chawla was the Chief Medical Officer at La Jolla Pharmaceutical Company where he oversaw the development and conduct of the Phase 3 ATHOS-3 trial.

Prior to joining La Jolla, Dr.

Chawla was a Professor of Medicine at the George Washington University, where he had dual appointments in the Department of Anesthesiology and Critical Care Medicine and in the Department of Medicine, Division of Renal Diseases and Hypertension.

Chawla is an internationally renowned expert in the field of acute kidney injury (AKI) and shock.

He is the author of over 160 peer-reviewed publications and a recipient of the International Vicenza Award for Critical Care Nephrology;

an award that recognizes individuals who have made seminal clinical research advancements that have significantly improved the care of critically ill patients with AKI and have been adopted worldwide.

He remains an active investigator in the fields of AKI biomarkers, AKI risk prediction, AKI therapeutics and chronic kidney disease caused by AKI.

Zygmont, III — Chief Financial Officer.

Zygmont has been the Company’s Chief Financial Officer since inception.

Zygmont brings over 20 years of experience in finance to the company with a wide range of industry applications.

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Zygmont was the Senior Director of Finance, at La Jolla Pharmaceutical Company.

Zygmont’s tenure at La Jolla, he brought the company to its Nasdaq listing.

Prior to La Jolla, Mr.

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a private equity leveraged buyout firm.

While at Symmetry,

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.

While at Symmetry, 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.

Zygmont earned his M.S.

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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.

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• 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;

Chawla and Ms.

Carver, and their terms will expire at the annual meeting of stockholders held in 2026;

• 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;

Rolke and Roper, and their terms will expire at the annual meeting of stockholders held in 2024;

• The Class C director is Dr.

Tidmarsh, and his term will expire at the third annual meeting of stockholders following the Business Combination.

Tidmarsh, and his term and his term will expire at the annual meeting of stockholders held in 2025.

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.

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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.

During 2023, the Board of Directors met 5 times, the Compensation Committee met 1 time, the Nominating and Corporate Governance Committee met 1 and the Audit Committee met 4 times.

Each director who was on the Board during this timeframe attended at least 91% 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.

In 2023, the Company held its Annual Meeting of Stockholders which was attended by Mr.

The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders.

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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;

• evaluates the independent registered public accounting firm’s qualifications, independence, and performance;

• determines the engagement of the independent registered public accounting firm;

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• 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;

• 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;

• 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;

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.

• reviews the audit committee charter and the audit committee’s performance on an annual basis.

The composition of the Audit Committee consists of Mr.

Tidmarsh and Ms.

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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.

Tidmarsh and Ms.

Carver satisfy such requirements.

It has been determined that Mr.

Roper satisfies 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.

Tidmarsh and Chawla, each of whom has been determined to be independent under the Nasdaq Listing Rules.

The Nominating and Governance Committee adopted a written charter.

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• reviewing management succession plans;

developing and making recommendations to board of directors regarding corporate governance guidelines and matters.

• developing and making recommendations to the board of directors regarding corporate governance guidelines and matters.

Compensation Committee

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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.

The Compensation Committee oversees Revelation’s policies relating to compensation and benefits of its officers and employees.

Tidmarsh and Chawla 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.

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

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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.

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.

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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.

On January 19, 2024, the Compensation Committee increased the annual base salary for Mr.

Rolke to $561,000 and for Mr.

Zygmont to $405,000, retroactive to January 1, 2024 and approved payment of the 2023 annual performance bonuses for Mr.

Rolke in the amount of $237,500 and Mr.

Zygmont in the amount of $142,579.

Additionally, on April 13, 2023, the Compensation Committee increased the annual base salary for Mr.

Rolke to $475,000 and for Mr.

Zygmont to $356,448, retroactive to January 1, 2023.

In addition, the Compensation Committee increased Messrs.

Rolke and Zygmont annual performance bonus targets to 50% for Mr.

Rolke and 40% for Mr.

Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”).

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.

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

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.

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 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.

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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:

The following table sets forth, for the years ended December 31, 2023 and 2022, 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:

incentive plan

Name and Position

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

fair value for these RSU’s and do not necessarily correspond to the actual value that will be realized by the named executive officers.

(1) Amounts shown in this column represent the aggregate grant date fair value of stock options granted during the year.

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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.

(2) Unless otherwise indicated, the amounts reported in this column represent the Company’s matching contribution to the named executive officers Simple IRA plan account paid by the Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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Date of Grant

Number of securities

payout value of

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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.

The following table sets forth the total cash and equity compensation paid to our non-employee directors for service on our board of directors during 2023:

Fees earned or

George Tidmarsh, M.D., Ph.D.

Jennifer Carver, BSN, MBA (2)

Jess Roper (3)

Lakhmir Chawla, M.D.

Tidmarsh earned $42,500 during 2022 paid in 2023 and earned $0 in 2023.

Carver earned $42,500 during 2022 paid in 2023 and earned $60,000 during 2023 paid in 2023.

Roper earned $42,500 during 2022 paid in 2023 and earned $30,000 during 2023 paid in 2023.

Chawla earned $15,000 during 2023 paid in 2023.

Tidmarsh, Mr.

Roper and Ms.

Carver were granted 211 stock options that vest and become exercisable on the grant date.

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 Dr.

Tidmarsh, Mr.

Roper and Ms.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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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.

Number of Shares

Beneficially Owned

Ownership Prior

to the Offering (%)

Beneficial Ownership

After the Offering

Directors and Officers of Revelation (1) :

James Rolke (2)

George Tidmarsh M.D., Ph.D.

Tidmarsh M.D., Ph.D.

Jennifer Carver, BSN, MBA (4)

Jess Roper (5)

Curt LaBelle, M.D.

Lakhmir Chawla, M.D.

Zygmont, III (6)

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Rolke, (ii) 3 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’s spouse, (iii) 30 shares of common stock from Rollover RSU’s vesting and issuable within 60 days to Mr.

Rolke, and (iv) 42 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

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.

(3) Consists of (i) 1,404 shares of common stock held by George Tidmarsh, Trustee George Francis Tidmarsh 2021 Irrevocable Trust, and (ii) 211 shares of common stock underlying Stock Options exercisable within 60 days by Dr.

(4) Consists of (i) 106 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.

Consists of 1,224 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Mr.

Consists of 612 shares of Common stock from Rollover RSU’s vesting and issuable within 60 days to Dr.

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.

Carver and (ii) 211 shares of common stock underlying Stock Options exercisable within 60 days by Ms.

(5) Consists of (i) 41 shares of common stock held directly by Mr.

Roper and (ii) 211 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

(6) Consists of (i) 450 shares of common stock held by The Zygmont Family Trust Dated October 25, 2016, (ii) 208 shares of common stock held by Czeslaw Capital Fund, LLC, (iii) 3 shares common stock held by Mr.

Zygmont’s spouse, (iv) 9 shares of common stock from Rollover RSU’s vesting and issuable within 60 days to Mr.

Zygmont, and (v) 9 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

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.

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

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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.

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.

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.

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 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

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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.

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.

Rolke is not considered independent because he is an executive officer of the Company.

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.

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.

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.

Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 2023 and 2022 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 years ended December 31, 2023 and 2022.

Audit Fees (a)

Other Fees (c)

(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.

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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.

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.

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Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023

Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024

Second Amended and Restated Bylaws

Amendment to the Second Amended and Restated Bylaws

Specimen Common Stock Certificate

Specimen Warrant Certificate

Specimen Warrant Certificate for Public Warrants

Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company

Form of Unregistered Pre-Funded Common Stock Purchase Warrant dated January 25, 2022

Form of Unregistered Common Stock Purchase Warrant dated January 25, 2022

Form of Unregistered Placement Agent Warrant dated January 25, 2022

Form of Common Stock Warrant dated July 28, 2022

Form of Placement Agent Common Stock Purchase Warrant dated July 28, 2022

Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022

Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022

Form of Class B Common Stock Warrant dated July 28, 2022

Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022

Warrant Agency Agreement with Continental Stock Transfer & Trust Co.

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Form of Class C Common Stock Warrant dated February 13, 2023

Form of Pre-Funded Common Stock Purchase Warrant dated February 13, 2023

Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co.

dated February 13, 2023

Form of Class D Common Stock Warrant dated February 5, 2024

Form of Class D Pre-Funded Warrant dated February 5, 2024

Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co.

dated February 5, 2024

Description of Securities

Form of Letter Agreement from each of the Registrant’s sponsor, initial stockholder, officers and directors.

Registration Rights Agreement, dated October 7, 2020, between the Company and Investors.

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Inc., Northland Securities, Inc., and Ingalls & Snyder LLC

Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders.

Promissory Note

Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders.

Revelation Biosciences, Inc.

2021 Equity Incentive Plan.

Global Health Agreement by and between Revelation and AXA IM Prime Impact Fund dated December 31, 2020

2021 Equity Incentive Plan, as amended

Executive Employment Agreement between Revelation Biosciences, Inc.

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Form of Securities Purchase Agreement dated February 9, 2023

Form of Lock-Up Agreement

Form of Placement Agency Agreement Dated February 9, 2023

Form of Securities Purchase Agreement dated February 1, 2024

Form of Placement Agency Agreement dated February 1, 2024

Code of Ethics

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Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Claw Back Policy

Audit Committee Charter

1 unchanged sentence

Nominating Committee Charter

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.

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.

Inline XBRL Taxonomy Extension Scema Document

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Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.

Previously filed as an exhibit to Petra Acquisition Inc.’s Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form 8-K filed on October 13, 2020.

Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form S-4 filed, as amended (File No.

Previously filed as an exhibit to Petra Acquisition Inc.’s Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form 8-K filed on October 13, 2020.

Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form S-4 filed, as amended (File No.

333- 259638).

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023.

Previously filed.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 8, 2024.

Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on May 5, 2023

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023.

Filed herewith.

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Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’

Equity (Deficit)

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Cash Flows

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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.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Revelation Biosciences, Inc.

(the Company) as of December 31, 2023, and 2022, 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, 2023, and the related notes (collectively, the consolidated financial statements).

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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.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

As discussed in Note 1 to the consolidated 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 consolidated 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.

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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.

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/s/ BAKER TILLY US, LLP

We have served as the Company’s auditor since 2021.

San Diego, California

March 22, 2024

PART I—FINANCIAL INFORMATION

Consolidated Financial Statements

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Property and equipment, net

Right-of-use lease asset

LIABILITIES AND STOCKHOLDERS’

EQUITY (DEFICIT)

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

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Accrued expenses

Lease liability

Deferred underwriting commissions

Warrant liability

Total current liabilities

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Commitments and Contingencies (Note 4)

Stockholders’

equity (deficit):

Stockholders’ equity:

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;

zero and one shares authorized, issued and outstanding at December 31, 2023 and December 31, 2022, respectively;

liquidation preference of $ 0 and $ 5,000 at December 31, 2023 and December 31, 2022, 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

500,000,000 shares authorized at December 31, 2023 and December 31, 2022 and 264,537 and 77,375 issued and outstanding at December 31, 2023 and December 31, 2022, respectively

Additional paid-in-capital

Accumulated deficit

Total stockholders’

equity (deficit)

Total liabilities and stockholders’

equity (deficit)

Total stockholders’ equity

Total liabilities and stockholders’ equity

See accompanying notes to the consolidated financial statements.

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Other income (expense):

Change in fair value of warrant liability

Other income (expense)

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REVELATION BIOSCIENCES, INC.

Consolidated Statements of Ch anges in Stockholders’

Equity (Deficit)

Preferred Stock

Consolidated Statements of Ch anges in Stockholders’ Equity (Deficit)

Preferred Stock

Stockholders’

Balance as of December 31, 2020 (as previously reported)

Retrospective application of reverse recapitalization

Reverse stock split fractional stock round up

Balance at December 31, 2020, after effect of the Business Combination

Issuance of common stock

Issuance of Revelation Sub Series A-1 Preferred Stock, net

Issuance of Warrants in connection with the issuance of the Revelation Sub Series A-1 Preferred Stock

Payment for Revelation Sub Series A Preferred Stock subscribed

Payment for common stock subscribed

Stock-based compensation expense

Balance as of December 31, 2021, after effect of the Business Combination

Stockholders’

Balance as of December 31, 2021 (as previously reported)

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Reverse stock split fractional stock round up

Balance at December 31, 2021, after effect of the Business Combination

Balance at December 31, 2021

Issuance of common stock in connection with the Business Combination, net

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Repurchase for the Forward Share Purchase Agreement exercise

Pre-Funded Warrants exercise

Class A Pre-Funded Warrants exercise

Proceeds from the July 2022 Public Offering, net

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Stock-based compensation expense

Balance at December 31, 2022

Balance as of December 31, 2022 (as previously reported)

Retrospective application of reverse recapitalization

Reverse stock split fractional stock round up

Balance at December 31, 2022

Redemption of Series A Preferred Stock

Issuance of common stock from the February 2023 Public Offering

Class C Pre-Funded Warrants exercise

Alternative cashless exercise of Class C Common Stock Warrants

RSU awards issued

Stock-based compensation expense

Balance as of December 31, 2023

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Non-cash lease expense

Change in fair value of warrant liability

Changes in operating assets and liabilities:

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Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

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Repayments of Promissory Notes Payable, including interest

Proceeds from Pre-Funded Warrants exercise

Proceeds from the July 2022 Public Offering, net

Proceeds from issuance of common stock, net

Proceeds from issuance of Series A Preferred Stock

Proceeds from issuance of Revelation Sub Series A Preferred Stock, net

Proceeds from issuance of Revelation Sub Series A-1 Preferred Stock, net

Redemption of Series A Preferred Stock

Proceeds from the February 2023 Public Offering, net

Proceeds from Pre-Funded Warrants exercise

Net cash provided by financing activities

Net increase (decrease) in cash and cash equivalents

Net increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Deferred offering costs included in accounts payable and accrued expenses

Fair Value of Class C Common Stock Warrants in connection with the February 2023 Public Offering

Alternative cashless exercise of Class C Common Stock Warrants

Current liabilities assumed in the Business Combination

Deferred underwriting commissions assumed in the Business Combination

Conversion of Revelation Sub Series A Preferred Stock to common stock

Conversion of Revelation Sub Series A-1 Preferred Stock to common stock

Equity Issuance for fees in connection with the Business Combination

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Issuance of Class B Placement Agent Common Stock Warrants in connection with the July 2022 Public Offering

Acquisition of right-of-use asset through operating lease obligation

Issuance of warrants in connection with Revelation Sub Series A-1 Preferred Stock

See accompanying notes to the consolidated financial statements.

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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.

(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”).

On August 29, 2021 Petra and Old Revelation signed an agreement and plan of merger (the “Business Combination Agreement”).

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.

Business Combination

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.

Accordingly, all historical financial information presented in the consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company.

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.

Unit Separation

On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market (see Note 9).

Reverse Stock Splits

On January 22, 2024, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation effecting a reverse stock split on January 25, 2024 with a ratio of 1-for-30 (the “2024 Reverse Split”).

As a result of the 2024 Reverse Split, every 30 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 were outstanding following the 2024 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 2024 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).

Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the 2024 Reverse Split ratio, such that fewer shares are subject to such plans.

All share numbers included herein have been retroactively adjusted to reflect the 1-for-30 Reverse Split (see Note 10).

On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split on February 1, 2023 with a ratio of 1-for-35 (the “2023 Reverse Split”).

As a result of the 2023 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 were outstanding following the 2023 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 2023 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 2023 Reverse Split ratio, such that fewer shares are subject to such plans.

All share numbers included herein have been retroactively adjusted to reflect the 1-for-35 Reverse Split (see Note 10).

NASDAQ Compliance

As previously reported in 2022, the Nasdaq Stock Market (“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.

On February 16, 2023, the Company received formal notice from 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, and all applicable listing standards.

As previously reported on August 8, 2023, the Company received a letter from Nasdaq notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for its common stock of at least $ 1.00 per share for 30 consecutive business days.

The Company had until February 5, 2024, to regain compliance by having a minimum closing bid price of at least $ 1.00 per share for at least 10 consecutive business days.

On February 8, 2024 the Company received a formal notice from 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 all applicable listing standards.

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of $ 0.1 million for the year ended December 31, 2023.

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.

As of December 31, 2023, the Company had an accumulated deficit of $ 25.5 million, a stockholders’ equity of $ 6.6 million and available cash and cash equivalents of $ 12.0 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

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.

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 GEM-SSI, GEM-AKI, GEM-CKD 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 $ 5.4 million received in connection with the public offering completed in February of 2024, the Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that the Company’s audited financial statements for December 31, 2023 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.

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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 terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders.

The audited consolidated financial statements for December 31, 2023, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S.

generally accepted accounting principles (“GAAP”).

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.

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 preparation of the consolidated financial statements in accordance with GAAP requires management to make estimat es 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

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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

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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.

The Company capitalizes certain legal, professional accounting and 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.

Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations.

Property and Equipment, Net

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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.

Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, GEM-SSI, GEM-AKI, GEM-CKD and other product candidates.

Re search and development costs are charged to expense as incurred.

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.

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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.

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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.

These costs are recorded in general and administrative expenses in the consolidated 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 Company recognizes stock-based 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

generally the vesting period of the respective stock-based awards.

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 generally the vesting period of the respective stock-based awards.

The Company recognizes forfeitures as they occur.

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To date, there have been no unrecognized tax benefits balances.

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs.

The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value.

These levels of inputs are the following:

Level 1—Quoted prices in active markets for identical assets or liabilities.

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities;

quoted prices in markets that are not active;

or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 7) is a Level 3 fair value measurement and uses the Monte-Carlo simulation model for valuation (see Note 12).

Warrant Liability

The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument.

Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants.

The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”).

Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria.

Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the consolidated statements of operations.

The Company values its Class C Common Stock Warrants classified as liabilities using the Monte-Carlo simulation model.

Basic and Diluted Net Loss per Share

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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.

Convertible preferred stock on an as converted basis, 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, 2023 and 2022, there were 38,959 and 22,025 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.

The basic and diluted weighted-average shares used to compute net loss per share in the audited consolidated statements of operations includes the shares issued from the reverse stock split fractional share round up.

Comprehensive Loss

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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.

The Company’s chief operating decision m aker m anages 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

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.

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.

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

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.

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.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date.

The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s consolidated financial statements or related financial statement disclosures.

Balance Sheet Details

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Prepaid expenses and other current assets consisted of the following:

Prepaid clinical costs

Prepaid insurance costs

Other prepaid expenses & current assets

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Total accrued expenses

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.

Included in accrued other expenses as of 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 Company (see Note 8).

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.

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 “Lease”).

In January 2023, the Company signed an amendment extending the Lease until December 31, 2023 (the “2023 Amended Lease”), with a base monthly rent equal to $ 9,630 .

The Company is required to maintain a security deposit of $ 5,564 .

The Lease contains customary default provisions, representations, warranties and covenants.

In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises.

The Company has applied the short-term lease exception as the amendment is less than twelve months .

The Lease is classified as an operating lease.

Rent expense was $ 111,661 for the year ended December 31, 2023 and $ 66,645 for the year ended December 31, 2022, respectively.

There are no future minimum lease payments under the First Amendment of the operating lease as of December 31, 2022.

There are no future minimum lease payments under the 2023 Amended Lease of the operating lease as of December 31, 2023.

Effective on January 1, 2024, Revelation Sub signed the 2024 Amended Lease (see Note 14).

Convertible Note Financing

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.

On January 4, 2022, Revelation Sub entered into a convertible note with AXA Prime Impact Master Fund I SCA SICAV-RAIF (“AXA”) for $ 2.5 million with a fixed 10 % annual interest rate, the proceeds of which were to be 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 (the “Convertible Note”).

On January 6, 2022, Old Revelation purchased 201 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 201 shares of Petra 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.

The Company enters into contracts in the normal course of business with third party service providers and vendors.

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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.

District Court for the Southern District of New York seeking damages in the amount of approximately $ 5.3 million plus interest for unpaid banking and advisory fees.

These fees arise under contracts which were entered into prior to the Business Combination and the Company has asserted that LifeSci Capital LLC is not entitled to the fee because it violated its responsibilities by misrepresenting to Petra the funds that would be available following the Business Combination, absent which Petra would not have entered into 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

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.

$ 1.5 million of the claim relates to deferred underwriting commissions from the Petra initial public offering, which are recorded as a current liability in the financial statements as of December 31, 2023 under deferred underwriting commissions.

On December 1, 2023 a Magistrate Judge issued a report recommending summary judgment in favor of LifeSci Capital LLC.

On December 15, 2023, the Company filed objections to the Magistrate’s report asserting that the Magistrate Judge made factual determinations not appropriate for summary judgment and misapplied the law.

The Magistrate’s report is a recommendation to the trial judge who is responsible for reviewing the case de novo.

Other than the deferred underwriting commissions, no 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.

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 .

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”).

On January 25, 2022, the Company closed a private placement of 1,232 shares of unregistered common stock, 1,232 unregistered pre-funded warrants to purchase common stock with an exercise price of $ 0.01050 , which did not have an expiration (the “Class A Pre-Funded Warrants”), and 2,464 unregistered warrants to purchase common stock with an exercise price of $ 3,454.50 per share of common stock which expire on July 25, 2027 (the “Class A Common Stock Warrants”) at a combined purchase price of $ 3,150.00 per share of common stock or $ 3,149.98950 per Class A Pre-Funded Warrant and associated Class A Common Stock Warrants to an institutional investor (the “PIPE Investment”).

Net proceeds to the Company were $ 7.3 million.

Roth Capital Partners, LLC (“Roth”) was engaged by the Company to act as its exclusive placement agent for the private placement.

The Company paid Roth a cash fee equal to 6.0 % of the gross proceeds received by the Company in the private placement, totaling $ 465,600 and issued warrants to purchase up to 345 shares of common stock with an exercise price of $ 3,454.50 which expire on July 25, 2027 (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.

In connection with the private placement, the Company entered into a registration rights agreement with the institutional investor, pursuant to which the Company agreed to file a registration statement to register for resale of the shares of common stock, shares of common stock underlying the Class A Pre-Funded Warrants and shares of common stock underlying the Class A Common Stock Warrants.

The company filed the registration statement with the SEC on Form S-1 (File No.

333-262410) on January 28, 2022 and it became effective on February 7, 2022.

On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 1,232 shares of common stock at a purchase price of $ 12.94 .

As of December 31, 2023 and December 31, 2022, there were no Class A Pre-Funded Warrants outstanding.

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).

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.

Both were included in the issuance costs of the private placement and treated as equity (see Note 12).

2022 Public Offerin g

On July 28, 2022, the Company closed a public offering of 7,937 shares of its common stock and 8,333,334 warrants to purchase up to 7,937 shares of its common stock with an exercise price of $ 630.00 per share which expire on July 28, 2027 (the “Class B Common Stock Warrants”) at a combined offering price of $ 630.00 per share and associated warrant (the “July 2022 Public Offering”).

Net proceeds to the Company from the offering were $ 4.5 million.

Roth was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering.

The Company paid Roth a cash fee equal to 7.0 % of the gross proceeds received by the Company in the public offering, totaling $ 350,000 and issued warrants to purchase up to 556 shares of common stock with an exercise price of $ 787.50 per share which expire on July 25, 2027 (the “Class B Placement Agent Common Stock Warrants”).

The shares of common stock, the shares of common stock underlying the Class B Common Stock Warrants and the shares of common stock underlying the Class B Placement Agent 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) .

Both were included in the issuance costs of the July 2022 Public Offering and treated as equity (see Note 12).

2 023 Public Offering

On February 13, 2023, the C ompany closed a public offering of 96,287 shares of its common stock, 11,214 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.003 which did not have an expiration date (the “Class C Pre-Funded Warrants”) and 6,450,000 warrants to purchase up to 215,000 shares of common stock with an exercise price of $ 160.80 which expire on February 14, 2028 (the “Class C Common Stock Warrants”) at a combined offering price of $ 144.90 per share of common stock and two Class C Common Stock Warrants, or $ 144.8970 per Class C Pre-Funded Warrant and two Class C Common Stock Warrants (the “February 2023 Public Offering”).

Net cash proceeds to the Company from the offering were $ 14.0 million.

Roth was engaged by the Company to act as its exclusive placement agent for the February 2023 Public Offering.

The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the public offering, totaling $ 1.2 million.

The shares of common stock, the shares of common stock underlying the Class C Pre-Funded Warrants and the shares of common stock underlying the Class C Common Stock Warrants were registered with the SEC on Form S-1 (File No.

333-268576) and was declared effective by the SEC on February 9, 2023.

Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 11,214 shares of common stock at a total purchase price of $ 33.64 .

As of December 31, 2023 , there were no Class C Pre-Funded Warrants outstanding.

Using a Monte-Carlo simulation model, the Class C Common Stock Warrants were valued in the aggregate at $ 14.0 million and included in the issuance costs of the February 2023 Public Offering and treated as a liability (see Note 12).

From March 13, 2023 to December 31, 2023, the Company issued 79,521 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering.

As of December 31, 2023, there were 487,160 of Class C Common Stock Warrants outstanding to purchase up to 16,239 shares of common stock.

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.

The Certificate of Amendment 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, 2023 and as of the date of this Report, there were no shares 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.

On December 19, 2022, the Company closed the sale of one share of the Company’s Series A Preferred Stock, par value $ 0.001 per share, to its Chief Executive Officer for $ 5,000.00 .

The outstanding share of Series A Preferred Stock was automatically redeemed for $ 5,000.00 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.

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.

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.

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.

The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware.

In connection with Petra's IPO, in October of 2020, Petra issued unit's that consisted of one share of common stock and one warrant exercisable for 1/1,050 of a share of common stock with an exercise price of $ 12,075.00 per share which expire on January 10, 2027 (the “Public Warrants”), which traded on the Nasdaq Capital Market under the ticker symbol REVBU.

As disclosed in Note 1, on January 13, 2023, the Company’s units were mandatorily separated, ceased to exist and stopped trading on the Nasdaq Capital Market.

At the time of separation there were 1,688,598 units separated, which represented 1,609 shares of common stock and 1,688,598 Public Warrants.

No new shares of common stock or Public Warrants were issued in connection with the separation.

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,

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.

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.

On the Closing Date, the Company issued an aggregate of 64,021 shares of common stock in exchange for all outstanding Revelation Sub stock.

Net proceeds from the Business Combination were $ 11.9 million, of which $ 7.7 million was escrowed pursuant to a forward share purchase agreement entered into by Petra and an institutional investor 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.

On January 23, 2022, the Company issued 1,232 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 January 31, 2022, the Company issued 286 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 2, 2022, the Company issued 2 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 February 4, 2022, the Company cancelled 715 shares in connection with the exercise of the forward share purchase agreement and approximately $ 7.7 million that was in escrow was paid to an institutional investor.

On February 22, 2022, the Company issued 1,232 shares of common stock in connection with a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $ 12.94 .

On July 28, 2022, the Company issued 7,937 shares of its common stock in connection with the July 2022 Public Offering.

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On July 29, 2022, the Company issued 106 shares of common stock in connection with vested Rollover RSU awards.

Common Stock Issuance during the year ended December 31, 2023

On February 13, 2023, the Company issued 96,287 shares of its common stock in connection with the February 2023 Public Offering.

The Company received net cash proceeds of $ 14.0 million.

On February 14, 2023, the Company issued 1,100 s hares of common stock in connection with a notice of cash exercise for Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $ 3.30 .

On March 2, 2023, the Company issued 5,334 shares of common stock in connection with a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $ 16.00 .

From March 13, 2023 to March 31, 2023, the Company issued 32,190 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering.

From April 1, 2023 to June 30, 2023, the Company issued 47,331 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering.

On April 6, 2023, the Company received a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 4,780 sh ares of common stock at purchase price of $ 14.34 .

On April 18, 2023, the Company issued 140 shares of common stock in connection with vested Rollover RSU awards.

As of December 31, 2023 and December 31, 2022, 264,537 and 77,375 shares of common stock were issued and outstanding, respectively.

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

Revelation Sub Series A Preferred Stock

Series A-1 Preferred Stock

Public Warrants

Class A Common Stock Warrants

Class A Placement Agent Common Stock Warrants

Class B Common Stock Warrants

Class B Placement Agent Common Stock Warrants

Rollover Warrants

Unvested and unissued Rollover RSU awards

Public Warrants (exercise price of $ 12,075.00 per share)

Class A Common Stock Warrants (exercise price of $ 3,454.50 per share)

Class A Placement Agent Common Stock Warrants (exercise price of $ 3,454.50 per share)

Class B Common Stock Warrants (exercise price of $ 630.00 per share)

Class B Placement Agent Common Stock Warrants (exercise price of $ 787.50 per share)

Class C Common Stock Warrants (exercise price of $ 160.80 per share)

Rollover Warrants (exercise price of $ 2,816.92 per share)

Rollover RSU awards outstanding

Stock options outstanding

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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.

2021 Equity Incentive Plan

In January 2022, in connection with the Business Combination, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 1,232 authorized shares of common stock for issuance under the plan.

The 2021 Plan is administered by the Board of Directors.

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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.

In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, and began 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 July 14, 2023 at the Company’s 2023 Annual Meeting of Stockholders, an amendment to the 2021 Equity Incentive Plan to increase the number of shares reserved under the Plan to 21,623 was approved.

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.

Incentive stock options grant ed 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, 2023, there were 20,466 sh ares available for future grants under the 2021 Plan.

Restricted Stock Units

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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

quarterly over four years or 25 % on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants .

Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one-year for grants to the Board of Directors and 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, 2023 and December 31, 2022, the Company has a total of 94 and 234 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, 2023, 51 Rollover RSU awards have fully vested but are unissued and no Rollover RSU awards have been forfeited.

As of December 31, 2023, 94 Rollover RSU awards will vest and be issued over the next 1.1 years.

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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 Company has granted stock options which (i) vest fully on the date of grant;

(ii) vest 25 % on the one-year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter;

or (iii) vest quarterly over one-year, f or grants to Board of Directors, officers and employees.

Stock options have a maximum term of 3 or 10 years .

The activity related to stock options, during the year ended December 31, 2023 is summarized as follows:

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Expected dividend yield

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”

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.

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As of December 31, 2023, there was $ 106,903 and $ 67,377 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.

The unrecognized stock-based compensation expense is expected to be recognized over a period of 1.1 years and 2.2 years for Rollover RSU’s and stock options, respectively.

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 .

In connection with Petra's IPO, Petra issued and has outstanding 10,511,597 Public Warrants to purchase an aggregate of 10,012 shares of common stock with an exercise price of $ 12,075.00 per share which 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;

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 exceeds $ 18,900.00 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.

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 .

Prior to the Merger, Revelation Sub issued warrants to a placement agent to purchase up to 157 shares of common stock with an exercise price of $ 2,816.92 per share which expire on January 31, 2027 , valued on the issuance date in the aggregate at $ 326,675 .

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 .

On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 2 shares of common stock at a purchase price of $ 5,073 .

As of December 30, 2023, there were 155 Rollover Warrants remaining to be exercised or exchanged.

The fair value of the Rollover Warrants was estimated using the Black-Scholes option pricing model with the following assumptions:

The fair value of the Rollover Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

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Expected dividend yield

Class A Pre-Funded Warrants

In connection with the PIPE Investment, the Company issued pre-funded warrants to an institutional investor to purchase up to 1,232 shares of common stock at an exercise price of $ 0.0105 per share.

On February 22, 2022, the Company received a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 1,232 shares of common stock at purchase price of $ 12.94 .

As of December 31, 2023, there were no Class A Pre-Funded Warrants outstanding.

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:

In connection with the PIPE Investment, the Company issued warrants to an institutional investor to purchase up to 2,464 shares of common stock at an exercise price of $ 3,454.50 per share, valued on the PIPE Investment purchase date in the aggregate at $ 3.6 million and included in the issuance costs of the PIPE Investment.

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 Class A Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

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Expected dividend yield

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:

In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 345 shares of common stock at an exercise price of $ 3,454.50 per share, valued on the PIPE Investment purchase date in the aggregate at $ 0.5 million and included in the issuance costs of the PIPE Investment.

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 Class A Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

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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.

In connection with the July 2022 Public Offering, the Company issued and has outstanding 8,333,334 warrants to purchase an aggregate of 7,937 shares of common stock at an exercise price of $ 630.00 per share, valued on the public offering purchase date in the aggregate at $ 4.5 million 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 .

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions:

The fair value of the Class B Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

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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.

In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 556 shares of common stock at an exercise price of $ 787.50 per share, valued on the public offering purchase date in the aggregate at $ 0.3 million 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:

The fair value of the Class B Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

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Expected dividend yield

Class C Pre-Funded Warrants

In connection with the February 2023 Public Offering, the Company issued pre-funded warrants to purchase up to 11,214 shares of common stock at an exercise price of $ 0.003 per share.

Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 336,400 shares of common stock at a total purchase price of $ 33.64 .

As of December 31, 2023 , there were no Class C Pre-Funded Warrants outstanding.

Class C Common Stock Warrants

In connection with the February 2023 Public Offering, the Company issued 6,450,000 warrants to purchase up to 215,000 shares of common stock at an exercise price o f $ 160.80 pe r share, valued on the public offering purchase date in the aggregate at $ 13,996,500 and included in the issuance costs of the public offering.

The warrants were exercisable immediately upon issuance, provide for a cash, cashless exercise right or an alternative cashless exercise right for 0.4 shares of common stock per Class C Common Stock Warrant and expire on February 14, 2028 .

The Company accounted for the Class C Common Stock Warrants as current liabilities based upon the guidance of ASC 480 and ASC 815.

The Company evaluated the Class C Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”) and concluded that they do not meet the criteria to be classified in stockholders’ equity.

The Company concluded that the multiplier of 0.4 shares of common stock per Class C Common Stock Warrant used in the alternative cashless exercise precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock.

The Company recorded the Class C Common Stock Warrants as current liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the consolidated statements of operations at each reporting date.

Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors.

In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock.

Because liability-classified financial instruments are initially and subsequently carried at fair value, the Company’s financial results will reflect the volatility in these estimate and assumption changes.

Changes in fair value are recognized as a component of other income (expense) in the consolidated statements of operations.

At the date of issuance, the Company valued the Class C Common Stock Warrants using a Monte-Carlo simulation model with a fair value of $ 14.0 million.

As of December 31, 2023, the Company received notices of alternative cashless exercises for 5,962,840 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 79,521 shares of common stock.

As of December 31, 2023, the Company re-val ued 487,160 outstanding Class C Common Stock Warrants to purchase up to 16,239 shares of common stock using a Monte-Carlo simulation model with a fair value of $ 0.1 million.

For the year ended December 31, 2023, the gain of $ 8.3 million, respectively, resulting from the change in the fair value of the liability for the unexercised warrants was recorded as a change in fair value of the warrant liability in the accompanying consolidated statements of operations for the year ended December 31, 2023 .

The Company did no t record a provision for income taxes for the years ended December 31, 2023 and December 31, 2022 due to a full valuation allowance against its deferred tax assets.

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State tax, net of federal benefit

Non-taxable change in fair value of warrant liability

Research and development credits

Non-deductible expenses

Change in valuation allowance

Effective tax rate

Significant components of the Company’s deferred tax assets are as follows:

Net operating loss carryforwards

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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 Company had estimated federal research and development credit carryforwards of $ 93,915 as of December 31, 2023 and 2022 .

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 Company had estimated state research and development credit carryforwards o f $ 349,658 and $ 292,083 a s of December 31, 2023 and 2022, 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.

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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, 2023 and 2022 , the Company had no accrued interest or penalties recorded related to uncertain tax positions.

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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.

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.

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.

Third Amendment to Lease

In February 2024, Revelation Sub amended the 2023 Amended Lease (the “2024 Amended Lease”) to expire on November 30, 2024 , equal to an additional 11 calendar months with a base monthly rent equal to $ 5,350 .

Effective on January 1, 2024, Revelation Sub signed the 2024 Amended Lease.

The Company will pay $ 58,850 of rent expense over the life of the 2024 Amended Lease.

Class C Common Stock Warrant Exercise

As of March 20 2023, the Company received notices for 254,800 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 3,398 shares of common stock.

As of March 18, 2024 , there are 232,360 Class C Common Stock Warrants outstanding to purchase 7,746 shares of common stock.

February 2024 Public Offering

On February 5, 2024, the Company closed a public offering of (i) an aggregate of 128,470 shares of its common stock, par value $ 0.001 per share and pre-funded warrants to purchase up to an aggregate of 1,236,530 shares of common stock which did not have an expiration date (the “Class D Pre-Funded Warrants”) and (ii) 2,730,000 warrants to purchase shares of common stock which expire February 5, 2029 (“Class D Common Stock Purchase Warrants”) at a combined offering price of $ 4.53 per share of common stock and two Class D Common Stock Warrants, or $ 4.5299 per Class D Pre-Funded Warrant and two Class D Common Stock Warrants, resulting in gross proceeds of approximately $ 6.2 million (the “February 2024 Public Offering”).

As of December 31, 2023, the Company recorded $ 71,133 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 Class D Pre-Funded Warrants do not expire and have an exercise price of $ 0.0001 per share.

The Class D Common Stock Warrants will have an exercise price of $ 4.53 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 $ 5.4 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 GEM-SSI, GEM-AKI and GEM-CKD including the (i) to conduct, a combined Phase 1a clinical study for GEM-SSI and GEM-AKI, (ii) to conduct, a Phase 1b clinical study for GEM-SSI for the prevention of surgical site infection in colorectal surgery, (iii) to conduct, a Phase 1b clinical study for GEM-AKI for the prevention and treatment of AKI due to cardiac surgery, (iv) necessary preclinical work for GEM-CKD, (v) continue to develop other products and therapies, and (vi) fund working capital and general corporate purposes using any remaining amounts.

A registration statement on Form S-1, and subsequently amended (File No.

333-276232) relating to these securities has been filed with the SEC and was declared effective by the SEC on January 31, 2024.

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 $ 0.4 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.

As part of the February 2024 Public Offering, the exercise price of the Class C Common Stock Warrants issued in the February 2023 Public Offering was reset to $ 4.53 .

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

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.

The Company had until February 5, 2024, to regain compliance by having a minimum closing bid price of at least $ 1.00 per share for at least 10 consecutive business days.

Class D Pre-Funded Warrant Exercises

As of March 18, 2024 , the Company received notices of cash exercises for the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering for 1,236,530 shares of common stock at purchase price of $ 0.0001 .

As of March 18, 2024 , there are no Class D Pre-Funded Warrants outstanding.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures