REVELATION BIOSCIENCES, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 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. 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. 84 Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that our degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this Annual Report, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 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. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None. 85 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. PART III  Item 10. Directors, Executive Officers and Corporate Governance.  Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of March 18, 2024: Name Age Position BOARD OF DIRECTORS George Tidmarsh, M.D., Ph.D. 64 Chairman and Director James Rolke 55 Director and Chief Executive Officer Jennifer Carver, BSN, MBA 70 Director Jess Roper 59 Director Lakhmir Chawla, M.D. 53 Director EXECUTIVE OFFICERS James Rolke 55 Director and Chief Executive Officer Chester S. Zygmont, III 43 Chief Financial Officer Our Director and Executive Officers George Tidmarsh, M.D., Ph.D. — Chairman. Dr. Tidmarsh has been Chairman of the Company since its inception in May 2020. Dr. Tidmarsh received his M.D. and Ph.D. from Stanford University, where he also completed his fellowship training in Pediatric Oncology and Neonatology and is currently Adjunct Faculty of Pediatrics and Neonatology since 2018. He served as clinical faculty at Stanford for a number of years after his fellowship prior to devoting his full time to clinical research and development in order to bring new treatments through the FDA approval process. Since 2018 Dr. Tidmarsh has served as a director and chairman of audit committee of Lucile Packard Foundation for Children’s Health. Since the Company’s inception in 2020 he has also served as chairman at Revelation Biosciences Inc. Prior to joining Revelation, Dr. Tidmarsh was President, Chief Executive Officer, Secretary and a Director of La Jolla Pharmaceutical Company (“La Jolla”) from January 2012 until November 2019. While at La Jolla, Dr. Tidmarsh helped discover the use of angiotensin II for the treatment of shock and led all aspects of development including approval by the FDA and the EMA for the treatment of patients suffering from distributive shock. He also led the development of artesunate for the treatment of severe malaria, which was approved by the FDA. Dr. Tidmarsh has over 30 years of experience in biotechnology, including the successful clinical development of seven FDA-approved drugs. He previously served as the Chief Executive Officer of Horizon Pharma, Inc., a company he founded in 2005, where he continued as CEO until 2008 and Director until 2010. While at Horizon, he invented and led all aspects of development of Duexis, which was approved by the FDA for the treatment of rheumatoid arthritis. He also founded Threshold Pharmaceuticals, Inc. and held senior positions at Coulter Pharmaceutical, Inc. (acquired by GlaxoSmithKline) and SEQUUS Pharmaceuticals, Inc. (acquired by Johnson & Johnson). While at Coulter and SEQUUS, Dr. Tidmarsh led the clinical development of BEXXAR and Doxil, respectively, two FDA-approved anti-cancer agents. We believe that Dr. Tidmarsh is qualified to serve as a director based on his extensive management experience in the biotechnology industry. 86 James Rolke — Director and Chief Executive Officer. Mr. Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020. Mr. Rolke has 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. Rolke was employed at La Jolla in various leadership roles overseeing Research and Development and serving as Chief Scientific Officer from 2017 to 2020. While at La Jolla, Mr. Rolke oversaw the development of multiple technologies including six INDs and two marketing approvals: Giapreza for the treatment of distributive shock (US FDA and EMEA) and artesunate for the treatment of severe malaria. Prior to La Jolla, from July 2009 to January 2012 Mr. Rolke was Chief Technology Officer at Pluromed, Inc. (acquired by Sanofi) and played a key role in the approvals of two medical devices via the 510(k) and PMA approval pathways. Prior to Pluromed, Mr. Rolke held several key positions at biotechnology companies, including Director of Operations at Prospect Therapeutics, Inc., Associate Director of Pharmaceutical Development at Mersana Therapeutics, Inc., Manager of Process Development at GlycoGenesys, Inc., Principal Scientist at Surgical Sealants, Inc., Scientist at GelTex, Inc., and Associate Scientist at Alpha-Beta Technology, Inc. Mr. Rolke received his B.S. in chemistry from Keene State College. We believe that Mr. Rolke is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry. Jennifer Carver, BSN, MBA — Director. Ms. Carver has been a director of the Company since May 2020. Ms. Carver brings over 20 years of industry experience with a focus on small biotech companies and their evolution from early development through commercialization. From 2020 to 2021, Ms. Carver has served as Chief Operating Officer at Kartos Therapeutics (Kartos). Prior to Kartos from 2014, Ms. Carver was employed at La Jolla Pharmaceutical Company in various leadership roles providing leadership through the clinical development, approval and launch of Giapreza and serving as Chief Operating Officer from 2017 to 2019. Prior to La Jolla, Ms. Carver held positions at Spectrum Pharmaceuticals and Allos Therapeutics, leading teams through the development and approval of Belionostat and Folotyn respectively. Her experience in the healthcare industry spans multiple therapeutic areas including oncology, inflammatory disease, shock, iron overload, and anti-infectives. Ms. Carver has played a critical role in negotiating key alliances, evaluation of financing opportunities, and overseeing rapid organizational growth. Ms. Carver earned her B.S.N. and M.B.A. from University of Colorado. We believe that Ms. Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director. Jess Roper — Director. Mr. Roper has been a director since October 2020. Mr. Roper has considerable financial and audit experience in the sectors of medical device, life sciences, technology, manufacturing, and financial institutions. He currently serves as a Board Member and Audit Chair for Biolase, a publicly traded company that is the global leader in the manufacturing of dental laser systems. Mr. Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017 following a fulfilling and rewarding career. During his 12-year tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national publicly traded entity. Mr. Roper previously held financial management positions with two other publicly traded companies and one venture funded company. He has played key roles in two initial public offerings, acquisitions/divestitures, and numerous equity and debt financings. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency. He earned a Master of Science in Corporate Accountancy and a Bachelor of Science in Finance. Mr. Roper is a certified public accountant in the state of California. We believe that Mr. Roper is qualified to serve as a director based on his extensive financial and audit experience. Lakhmir Chawla, M.D. — Director. Dr. 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. Dr. 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. 87 Chester S. Zygmont, III — Chief Financial Officer. Mr. Zygmont has been the Company’s Chief Financial Officer since inception. Mr. Zygmont brings over 20 years of experience in finance to the company with a wide range of industry applications. In 2016, Mr. Zygmont Co-Founded Jivanas, a social enterprise that owns and operates a factory in Nepal, that is focused on creating jobs for people at risk for human trafficking. Jivanas has operations in Nepal, Hong Kong, and the USA. During 2013, Mr. Zygmont Co-Founded oOxesis Biotechnology, LLC, a biologics lab that worked on developing therapies for unmet needs. From June 2012 to January 2016, Mr. Zygmont was the Senior Director of Finance, at La Jolla Pharmaceutical Company. During Mr. Zygmont’s tenure at La Jolla, he brought the company to its Nasdaq listing. Prior to La Jolla, Mr. Zygmont served as Managing Director at Z3 Capital, LLC from March 2009 to June 2012. Z3 Capital, LLC, a privately held investment firm, focused on investment acquisition and venture funding for multiple startup companies in real estate, medical device and biotechnology. Mr. Zygmont also served as Vice President at Symmetry Advisors, Inc. a private equity leveraged buyout firm. While at Symmetry, he managed all finance and accounting for its SPAC, was a key player on a $600 million buyout of a portfolio company, and subsequently led the restructuring of its manufacturing division. Mr. Zygmont earned his M.S. in Finance from Baruch College, Zicklin School of Business and his B.A. from Eastern University. Number and Terms of Office of Officers and Directors Our Board is divided into three classes, designated Class A, Class B and Class C, with only one class of directors being elected in each year and each class serving a three-year term. Our officers are appointed by the Board and serve until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, Vice Presidents and such other offices as may be determined by the Board. Family Relationships There are no family relationships among our directors or executive officers. Involvement in Certain Legal Proceedings None of our directors, executive officers, promoters or control persons has been involved in any events requiring disclosure under Item 401(f) of Regulation S-K. Board Composition Classified Board of Directors In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among the three classes as follows: • The Class A directors are Dr. 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 annual meeting of stockholders held in 2024; and • The Class C director is Dr. 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. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. 88 Leadership Structure of the Board Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the board of directors and Chief Executive Officer. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. Attendance of Directors at Board Meetings and Annual Meeting of Stockholders During 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. In 2023, the Company held its Annual Meeting of Stockholders which was attended by Mr. Rolke. The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders. Board Committees Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC rules and regulations and the Nasdaq Listing Rules, which are posted on our website. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website. 89 Audit Committee Revelation has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq listing rules. In addition, the board of directors adopted a written charter for the Audit Committee. The Audit Committee’s duties, will include, but are not limited to: • appoints our independent registered public accounting firm; • evaluates the independent registered public accounting firm’s qualifications, independence, and performance; • determines the engagement of the independent registered public accounting firm; • reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services; • reviews and approves all related party transactions on an ongoing basis; • establishes procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters; • discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; • approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; • discusses on a periodic basis, or as appropriate, with our management’s policies and procedures with respect to risk assessment and risk management; • consults with management to establish procedures and internal controls relating to cybersecurity; • is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; • investigates any reports received through the ethics helpline and reports to the board of directors periodically with respect to any information received through the ethics helpline and any related investigations; and • reviews the audit committee charter and the audit committee’s performance on an annual basis. The composition of the Audit Committee consists of Mr. Roper, Dr. Tidmarsh and Ms. Carver, with Mr. Roper as Chair. Mr. Roper qualifies as an audit committee financial expert, as defined by the SEC rules. In addition, Revelation certified to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. It has been determined that Mr. Roper satisfies such requirements. 90 Nominating and Governance Committee Revelation’s Nominating and Governance Committee is comprised of Ms. Carver and Drs. 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. Specific responsibilities of the Nominating and Governance Committee include: • identifying, evaluating and selecting, or recommending that board of directors approve, nominees for election to board of directors; • evaluating the performance of board of directors and of individual directors; • reviewing developments in corporate governance practices; • evaluating the adequacy of corporate governance practices and reporting; • reviewing management succession plans; and • developing and making recommendations to the board of directors regarding corporate governance guidelines and matters. Compensation Committee Revelation has a Compensation Committee established in accordance with the Nasdaq Listing Rules. The Compensation Committee is comprised of Drs. 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. Chawla. The Compensation Committee oversees Revelation’s policies relating to compensation and benefits of its officers and employees. The Compensation Committee reviews and approves or recommends corporate goals and objectives relevant to compensation of its executive officers (other than the Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to the board of directors regarding the issuance of stock options and other awards under Revelation’s stock plans to its executive officers (other than the Chief Executive Officer). The Compensation Committee reviews the performance of the Chief Executive Officer and makes recommendations to the board of directors with respect to his compensation, and the board of directors retains the authority to make compensation decisions relative to the Chief Executive Officer. The Compensation Committee reviews and evaluates, on an annual basis, the compensation committee charter and the compensation committee’s performance. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee has ever been an officer or employee of Revelation. None of Revelation’s executive officers serve, or have served during the last fiscal year, as a member of the compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of Revelation’s directors or on the Compensation Committee. Code of Conduct and Ethics The Revelation Board adopted a Code of Ethics that applies to all its employees including its principal executive and financial officers. 91 Item 11. Executive Officer and Director Compensation. Executive Compensation Overview Each of the Company’s executive officers receives a base salary to compensate them for services rendered to the Company. The base salary is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities. Effective as of July 27, 2021, the Company entered into separate Executive Employment Agreements with Messrs. Rolke and Zygmont for their service as Chief Executive Officer and Chief Financial Officer, respectively (collectively, the “Executive Employment Agreements”). The Executive Employment Agreements provide for a term of three years, unless terminated earlier in accordance with their terms. The Executive Employment Agreements provide for an annual base salary of $400,000 for Mr. Rolke and $320,000 for Mr. Zygmont. Messrs. Rolke and Zygmont are also eligible to receive an annual performance bonus targeted at 40% for Mr. Rolke and 35% for Mr. Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”), as well as equity incentive grants as determined by the Board in its sole discretion. 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. If Mr. Rolke’s or Mr. Zygmont’s employment is terminated as a result of a “Covered Termination Event” in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to one times the sum of his then current base salary, plus his target bonus in effect for the year in which his termination of employment occurs, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, continuation of medical benefits and acceleration of vesting of all outstanding and unvested equity-based awards. “Covered Termination Event” means (i) a dismissal or discharge other than for Cause and other than by reason of death or disability, or (ii) a voluntary termination for Good Reason. Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our Chief Executive Officer and President and our other executive officers identified in the 2023 and 2022 Summary Compensation Table below, who we refer to as the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of restricted common stock awards and incentive stock options. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our retirement and health and welfare benefit plans. As we transition from a private company to a publicly traded company, we will evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances merit. At a minimum, we expect to review executive compensation annually with input from a compensation consultant. As part of this review process, we expect the board of directors and the compensation committee to apply our values and philosophy, while considering the compensation levels needed to ensure our executive compensation program remains competitive with our peers. In connection with our executive compensation program, we will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. 92 Summary Compensation Table The following table shows the total compensation awarded to, earned by, or paid to during the years ended December 31, 2023 and 2022 to our executive officers who earned more than $100,000 during each of the fiscal years ended December 31, 2023 and 2022 and were serving as named executive officers as of such date. Our named executive officers for 2023 and 2022 who appear in the Summary Compensation Table are: • James Rolke, our President and Chief Executive Officer; and • Chester S. Zygmont, III, our Chief Financial Officer. The following table sets forth, for the years ended December 31, 2023 and 2022, all compensation paid, distributed or earned for services, including salary and bonus amounts, rendered in all capacities by the Company’s named executive officers. The information contained below represents compensation earned by the Company’s officers for their work related to the Company: Non-equity incentive plan compensation ($) Name and Position Year Salary ($) Bonus ($) Stock-based awards ($) Option-based awards ($) (1) Annual incentive plans Long term incentive plans All other compensation ($) (2) Total compensation ($) James Rolke 2023 475,000 160,000 — — — — 14,250 649,250 CEO 2022 400,000 — — 79,591 — — — 479,591 Chester S. Zygmont, III 2023 356,448 112,000 — — — — 10,693 479,141 CFO 2022 320,000 — — 19,138 — — — 339,138 ____________ (1) Amounts shown in this column represent the aggregate grant date fair value of stock options granted during the year. The assumptions used in calculating the fair value of the stock options can be found under Note 11 to the audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K. These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by the named executive officers. (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. 93 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Outstanding Equity Awards The following table provides information regarding the 2021 Equity Incentive Plan awards and the 2020 Equity Incentive Plan awards for each named executive officer outstanding as of December 31, 2023: Option-based Awards Stock-based Awards Name Date of Grant Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Value of unexercised in-the-money options at December 31, 2023 ($) Number of shares or units of shares that have not vested (#) Market or payout value of share awards that have not vested ($) James Rolke 2/25/2022 (1) 84 $ 1,470.00 2/25/2032 — — — CEO 2/23/2021 (2) — — — — 18 44,603 10/31/2020 (3) — — — — 2 4,901 Chester S. Zygmont, III 2/25/2022 (1) 20 $ 1,470.00 2/25/2032 — — — CFO 2/23/2021 (2) — — — — 4 10,293 10/31/2020 (3) — — — — 1 3,921 ____________ (1) The stock options vest 25% on the one-year anniversary of the grant date, and thereafter quarterly over a three-year period, subject to continued service through each such vesting date. (2) The RSU awards vest 25% on the one-year anniversary of the grant date, and thereafter quarterly over a three-year period, subject to continued service through each such vesting date. (3) The RSU awards vest quarterly over four years, subject to continued service through each such vesting date. 94 DIRECTOR COMPENSATION The general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation. Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans. The Company does not pay directors who are part of management for Board service in addition to their regular employee compensation. The Board determines the amount of director compensation. The Board may delegate such authority to the compensation committee. 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: Name Fees earned or paid in cash ($) Option-based awards ($) (5) Total ($) George Tidmarsh, M.D., Ph.D. (1) 42,500 6,835 49,335 Jennifer Carver, BSN, MBA (2) 102,500 6,835 109,335 Jess Roper (3) 72,500 6,835 79,335 Lakhmir Chawla, M.D. (4) 15,000 — 15,000 ____________ (1) Dr. Tidmarsh earned $42,500 during 2022 paid in 2023 and earned $0 in 2023. (2) Ms. Carver earned $42,500 during 2022 paid in 2023 and earned $60,000 during 2023 paid in 2023. (3) Mr. Roper earned $42,500 during 2022 paid in 2023 and earned $30,000 during 2023 paid in 2023. (4) Dr. Chawla earned $15,000 during 2023 paid in 2023. (5) Dr. 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. Carver. 95 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table also sets forth information known to us regarding the beneficial ownership of our common stock as of March 18, 2024: • each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our common stock; • each of our current officers and directors; and • all current executive officers and directors of the Company, as a group. Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person. The beneficial ownership of our common stock is based on 1,632,935 shares of common stock issued and outstanding as of March 18, 2024. 96 Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. Name Number of Shares Beneficially Owned Beneficial Ownership (%) Directors and Officers of Revelation (1) : James Rolke (2) 750 * George F. Tidmarsh M.D., Ph.D. (3) 1,615 * Jennifer Carver, BSN, MBA (4) 317 * Jess Roper (5) 252 * Lakhmir Chawla, M.D. — * Chester S. Zygmont, III (6) 679 * All Directors and Officers as a Group (Six Individuals) 3,613 * ____________ * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Revelation Biosciences, Inc., 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122. (2) Consists of (i) 675 shares of common stock held directly by Mr. Rolke, (ii) 3 shares of common stock held by 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. Rolke. (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. Tidmarsh. (4) Consists of (i) 106 shares of common stock held directly by Ms. Carver and (ii) 211 shares of common stock underlying Stock Options exercisable within 60 days by Ms. Carver. (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. Roper. (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. Zygmont. 97 Item. 13. Certain Relationships and Related Person Transactions, and Director Independence. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or directors including (i) an entity that is either a portfolio company of, or has otherwise received a material financial investment from, any private equity fund or investment company (or an affiliate thereof) that is affiliated with any of the foregoing, (ii) an entity in which any of the foregoing or their affiliates are currently passive investors, (iii) an entity in which any of the foregoing or their affiliates are currently officers or directors, or (iv) an entity in which any of the foregoing or their affiliates are currently invested through an investment vehicle controlled by them, unless we have obtained an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions, and the approval of a majority of our disinterested independent directors that the business combination is fair to us and to our unaffiliated stockholders from a financial point of view. Director Independence Our board of directors currently consists of five members. Our board of directors has determined that all of our directors, other than Mr. Rolke, qualify as “independent” directors in accordance with the rules of the SEC and the Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, which the Company has adopted as its independence standards. Mr. Rolke is not considered independent because he is an executive officer of the Company. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. 98 Item 14. Principal Accountant Fees and Services Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 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. Year Ended December 31, 2023 2022 Audit Fees (a) $ 209,889 $ 144,730 Tax Fees (b) 29,203 19,756 Other Fees (c) 82,944 126,016 Total $ 322,036 $ 290,502 ____________ (a) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and the review of its financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings. (b) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning. (c) Other fees represent fees related to our filing of certain Registration Statements. Pre-Approval Policies and Procedures All audit-related services, tax services and other services rendered by Baker Tilly US, LLP were pre-approved by the Company’s Board of Directors. Commencing in 2020, the Audit Committee was charged with all pre-approval activities with respect to the Company’s independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for the Company by its independent registered public accounting firm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. PART IV Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report: EXHIBIT DESCRIPTION 2.1 (3) Agreement and Plan of Merger, dated as of August 29, 2021 by and among Petra Acquisition, Inc., Petra Acquisition Merger Inc., and Revelation Biosciences, Inc. 3.1 (3) Third Amended and Restated Certificate of Incorporation 3.2 (14) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 3.3 (9) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 3.4 (3) Second Amended and Restated Bylaws 3.5 (8) Amendment to the Second Amended and Restated Bylaws 4.1 (3) Specimen Common Stock Certificate 4.2 (3) Specimen Warrant Certificate for Public Warrants 4.3 (2) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4 (5) Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 4.5 (5) Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 4.6 (6) Form of Class B Common Stock Warrant dated July 28, 2022 4.7 (6) Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.8 (6) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 99 4.9 (7) Form of Class C Common Stock Warrant dated February 13, 2023 4.11 (7) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.12 (11) Form of Class D Common Stock Warrant dated February 5, 2024 4.13 (11) Form of Class D Pre-Funded Warrant dated February 5, 2024 4.14 (11) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 4.15 (10) Description of Securities 10.1 (1) Form of Letter Agreement from each of the Registrant’s sponsor, initial stockholder, officers and directors. 10.2 (2) Registration Rights Agreement, dated October 7, 2020, between the Company and Investors. 10.3 (2) Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC 10.4 (2) Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC 10.5 (2) Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders. 10.6† (12) Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended 10.7† (3) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.8† (3) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.9 (3) Revelation Common Stock Warrant Issued to National Securities Corporation 10.10 (5) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.11 (5) Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.12 (6) Form of Securities Purchase Agreement dated July 28, 2022 10.13 (6) Form of Placement Agency Agreement dated July 28, 2022 10.14 (7) Form of Securities Purchase Agreement dated February 9, 2023 10.15 (7) Form of Placement Agency Agreement Dated February 9, 2023 10.16 (11) Form of Securities Purchase Agreement dated February 1, 2024 10.17 (11) Form of Placement Agency Agreement dated February 1, 2024 14.1 (13) Code of Ethics 21.1 (4) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Claw Back Policy 99.1 (13) Audit Committee Charter 99.2 (13) Compensation Committee Charter 99.3 (13) Nominating Committee Charter 101.INS* XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Scema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 100 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. (1) Previously filed as an exhibit to Petra Acquisition Inc.’s Registration Statement on Form S-1, as amended (File No. 333-240175). (2) Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form 8-K filed on October 13, 2020. (3) Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). (4) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. (5) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022. (6) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). (7) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023. (8) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023. (9) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024. (10) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-276232). (11) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 8, 2024. (12) Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on May 5, 2023 (13) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023. (14) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023. * Filed herewith. † Indicates a management contract or compensatory plan. Item 16. Form 10-K Summary. Not applicable. SIGNATURES 101 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: March 22, 2024 By: /s/ James Rolke James Rolke Chief Executive Officer (principal executive officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chester S. Zygmont, III and Joseph P. Galda, jointly and severally, his or her attorney-in-fact, with the power of substitution, for him or her in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his or her substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Date: March 22, 2024 By: /s/ James Rolke Chief Executive Officer and Director Date: March 22, 2024 By: /s/ George Tidmarsh Chairman and Director Date: March 22, 2024 By: /s/ Chester S. Zygmont, III Chief Financial Officer and Principal Accounting Officer Date: March 22, 2024 By: /s/ Jennifer Carver Director Date: March 22, 2024 By: /s/ Jess Roper Director Date: March 22, 2024 By: /s/ Curt LaBelle Director 102 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REVELATION BIOSCIENCES, INC. Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F- 2 Consolidated Balance Sheets F- 3 Consolidated Statements of Operations F- 4 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F- 5 Consolidated Statements of Cash Flows F- 6 Consolidated Notes to the Financial Statements F- 7 – F- 27 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders 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). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023, and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Going Concern 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. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ BAKER TILLY US, LLP We have served as the Company’s auditor since 2021. San Diego, California March 22, 2024 F- 2 PART I—FINANCIAL INFORMATION Ite m 1. Consolidated Financial Statements REVELATION BIOSCIENCES, INC. Consolidated Balance Sheets December 31, 2023 December 31, 2022 ASSETS Current assets: Cash and cash equivalents $ 11,991,701 $ 5,252,979 Deferred offering costs 71,133 87,171 Prepaid expenses and other current assets 84,691 73,132 Total current assets 12,147,525 5,413,282 Property and equipment, net 65,084 90,133 Total assets $ 12,212,609 $ 5,503,415 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 1,359,898 $ 554,205 Accrued expenses 1,152,460 985,497 Deferred underwriting commissions 2,911,260 2,911,260 Warrant liability 141,276 — Total current liabilities 5,564,894 4,450,962 Total liabilities 5,564,894 4,450,962 Commitments and Contingencies (Note 4) Stockholders’ equity: Series A Preferred Stock, $ 0.001 par value; 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 — — Common Stock, $ 0.001 par value; 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 265 77 Additional paid-in-capital 32,114,552 26,399,224 Accumulated deficit ( 25,467,102 ) ( 25,346,848 ) Total stockholders’ equity 6,647,715 1,052,453 Total liabilities and stockholders’ equity $ 12,212,609 $ 5,503,415 See accompanying notes to the consolidated financial statements. F- 3 REVELATION BIOSCIENCES, INC. Consolidated Statements of Operations Year Ended December 31, 2023 2022 Operating expenses: Research and development $ 4,145,902 $ 5,377,400 General and administrative 4,510,762 5,487,111 Total operating expenses 8,656,664 10,864,511 Loss from operations ( 8,656,664 ) ( 10,864,511 ) Other income (expense): Change in fair value of warrant liability 8,328,937 — Other income (expense) 207,473 34,962 Total other income (expense), net 8,536,410 34,962 Net loss $ ( 120,254 ) $ ( 10,829,549 ) Net loss per share, basic and diluted $ ( 0.53 ) $ ( 149.20 ) Weighted-average shares used to compute net loss per share, basic and diluted 228,641 72,585 See accompanying notes to the consolidated financial statements. F- 4 REVELATION BIOSCIENCES, INC. Consolidated Statements of Ch anges in Stockholders’ Equity (Deficit) Series A Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Equity Shares Amount Shares Amount Capital Deficit (Deficit) Balance as of December 31, 2021 (as previously reported) — $ — 282,039 $ 282 $ 14,417,547 $ ( 14,517,299 ) $ ( 99,470 ) Retrospective application of reverse recapitalization — — ( 272,644 ) ( 218 ) 218 — — Reverse stock split fractional stock round up — — 54,626 — — — — Balance at December 31, 2021 — $ — 64,021 $ 64 $ 14,417,765 $ ( 14,517,299 ) $ ( 99,470 ) Issuance of common stock in connection with the Business Combination, net — — 3,274 3 6,864,324 — 6,864,327 Issuance of common stock for fees in connection with the Business Combination — — 286 1 299 — 300 Proceeds from the PIPE Investment, net — — 1,232 1 7,262,218 — 7,262,219 Rollover Warrant exercise — — 2 — 5,074 — 5,074 Repurchase for the Forward Share Purchase Agreement exercise — — ( 715 ) ( 1 ) ( 7,652,324 ) — ( 7,652,325 ) Class A Pre-Funded Warrants exercise — — 1,232 1 12 — 13 Proceeds from the July 2022 Public Offering, net — — 7,937 7 4,451,041 — 4,451,048 RSU awards issued — — 106 1 ( 1 ) — — Issuance of common stock for Accrued Expenses in connection with the Business Combination — — — — 749,700 — 749,700 Issuance of Series A Preferred Stock 1 — — — — — — Stock-based compensation expense — — — — 301,116 — 301,116 Net loss — — — — — ( 10,829,549 ) ( 10,829,549 ) Balance at December 31, 2022 — $ — 77,375 $ 77 $ 26,399,224 $ ( 25,346,848 ) $ 1,052,453 Balance as of December 31, 2022 (as previously reported) 1 $ — 682,882 $ 683 $ 26,398,618 $ ( 25,346,848 ) $ 1,052,453 Retrospective application of reverse recapitalization — — ( 660,133 ) ( 606 ) 606 — — Reverse stock split fractional stock round up — — 54,626 — — — — Balance at December 31, 2022 1 $ — 77,375 $ 77 $ 26,399,224 $ ( 25,346,848 ) $ 1,052,453 Redemption of Series A Preferred Stock ( 1 ) — — — — — — Issuance of common stock from the February 2023 Public Offering — — 96,287 96 33,378 — 33,474 Class C Pre-Funded Warrants exercise — — 11,214 11 23 — 34 Alternative cashless exercise of Class C Common Stock Warrants — — 79,521 80 5,526,207 — 5,526,287 RSU awards issued — — 140 1 ( 1 ) — — Stock-based compensation expense — — — — 155,721 — 155,721 Net loss — — — — — ( 120,254 ) ( 120,254 ) Balance as of December 31, 2023 — $ — 264,537 $ 265 $ 32,114,552 $ ( 25,467,102 ) $ 6,647,715 See accompanying notes to the consolidated financial statements. F- 5 REVELATION BIOSCIENCES, INC. Consolidated Statements of Cash Flows Year Ended December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 120,254 ) $ ( 10,829,549 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 155,721 301,116 Depreciation expense 25,049 25,048 Non-cash lease expense — 14,960 Change in fair value of warrant liability ( 8,328,937 ) — Changes in operating assets and liabilities: Prepaid expenses and other current assets ( 11,559 ) 569,044 Deferred offering costs 82,071 ( 61,154 ) Accounts payable 749,660 ( 666,042 ) Accrued expenses 161,963 ( 592,987 ) Operating lease liability — ( 16,752 ) Accrued interest on Promissory Notes Payable & Convertible Note — 36,920 Net cash used in operating activities ( 7,286,286 ) ( 11,219,396 ) Cash flows from financing activities: Proceeds from the Convertible Note — 2,500,000 Repayment of the Convertible Note — ( 2,500,000 ) Proceeds from the Business Combination, net — 11,923,499 Proceeds from the PIPE Investment, net — 7,262,219 Proceeds from Rollover Warrant exercise — 5,074 Repurchase for the Forward Share Purchase Agreement exercise — ( 7,652,325 ) Repayments of Promissory Notes Payable, including interest — ( 796,882 ) Proceeds from the July 2022 Public Offering, net — 4,451,048 Redemption of Series A Preferred Stock ( 5,000 ) 5,000 Proceeds from the February 2023 Public Offering, net 14,029,974 — Proceeds from Pre-Funded Warrants exercise 34 13 Net cash provided by financing activities 14,025,008 15,197,646 Net increase in cash and cash equivalents 6,738,722 3,978,250 Cash and cash equivalents at beginning of period 5,252,979 1,274,729 Cash and cash equivalents at end of period $ 11,991,701 $ 5,252,979 Supplemental disclosure of non-cash investing and financing activities: Deferred offering costs included in accounts payable and accrued expenses $ 66,033 $ 26,017 Fair Value of Class C Common Stock Warrants in connection with the February 2023 Public Offering $ 13,996,500 $ — Alternative cashless exercise of Class C Common Stock Warrants $ 5,526,287 $ — Current liabilities assumed in the Business Combination $ — $ 2,149,432 Deferred underwriting commissions assumed in the Business Combination $ — $ 2,911,260 Equity Issuance for fees in connection with the Business Combination $ — $ 300 Issuance of Class A Common Stock Warrants in connection with the PIPE Investment $ — $ 3,634,262 Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment $ — $ 508,797 Conversion of Accrued Expenses to Equity in connection with the Business Combination $ — $ 749,700 Issuance of Class B Common Stock Warrants in connection with the July 2022 Public Offering $ — $ 4,490,457 Issuance of Class B Placement Agent Common Stock Warrants in connection with the July 2022 Public Offering $ — $ 310,137 See accompanying notes to the consolidated financial statements. F- 6 REVELATION BIOSCIENCES, INC. No tes to the Consolidated Financial Statements 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. (“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On 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 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. 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 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). F- 7 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, 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 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. F- 8 To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The audited consolidated financial statements for December 31, 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. 2. Summary of Significant Accounting Policies Use of Estimates 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 The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional 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 consolidated statements of operations. F- 9 Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense). Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Research and Development Expenses Research and development expenses consist primarily of costs incurred for the development of the Company’s product candidates, GEM-SSI, GEM-AKI, GEM-CKD and other product candidates. Re search and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations, and clinical manufacturing organizations that conduct and manage preclinical studies, clinical studies, research services, and development services on the Company’s behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expenses in the consolidated statements of operations. F- 10 Stock-based Compensation 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 Company recognizes forfeitures as they occur. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Fair Value 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). F- 11 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 Basic net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding plus potential shares of common stock. Convertible preferred stock on an as converted basis, 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 includes the shares issued from the reverse stock split fractional share round up. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision m aker m anages the Company’s operations for the purposes of allocating resources and evaluating financial performance. Recent Accounting Pronouncements 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. F- 12 3 . Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2023 December 31, 2022 Prepaid insurance costs $ 55,215 $ — Other prepaid expenses & current assets 29,476 73,132 Total prepaid expenses & current assets $ 84,691 $ 73,132 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2023 December 31, 2022 Lab equipment $ 131,963 $ 131,963 Total property and equipment, gross 131,963 131,963 Accumulated depreciation ( 66,879 ) ( 41,830 ) Total property and equipment, net $ 65,084 $ 90,133 Depreciation expense was $ 25,049 for the year ended December 31, 2023 and $ 25,048 for the year ended December 31, 2022. Accrued Expenses Accrued expenses consisted of the following: December 31, 2023 December 31, 2022 Accrued payroll and related expenses $ 768,720 $ 618,014 Accrued clinical study expenses 10,268 175,061 Accrued professional fees 219,888 75,722 Accrued clinical development costs 153,584 111,700 Accrued other expenses — 5,000 Total accrued expenses $ 1,152,460 $ 985,497 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). F- 13 4. 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 “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 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 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. Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. F- 14 Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below. Legal Proceedings On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $ 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. $ 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. F- 15 5. PIPE Investment 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 and treated as equity (see Note 12). 6. 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. 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 and treated as equity (see Note 12). F- 16 7. 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. 8. Preferred Stock Revelation Authorized Preferred Stock 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 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 had 50,000,000 votes and voted together with the outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series A Preferred Stock voted, without action by the holder, on any such proposal in the same proportion as shares of common stock voted. The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the General Corporation Law of the State of Delaware. F- 17 9. U nits 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. 10. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue 500,000,000 shares of common stock, par value $ 0.001 per share. Common Stock Issuance due to the Business Combination 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. F- 18 Common Stock Issuance during the year ended December 31, 2022 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 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. The Company received net proceeds of $ 4.5 million. 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. As of December 31, 2023 , no cash dividends have been declared or paid. F- 19 The total shares of common stock reserved for issuance are summarized as follows: December 31, 2023 December 31, 2022 Public Warrants (exercise price of $ 12,075.00 per share) 10,012 10,012 Class A Common Stock Warrants (exercise price of $ 3,454.50 per share) 2,464 2,464 Class A Placement Agent Common Stock Warrants (exercise price of $ 3,454.50 per share) 345 345 Class B Common Stock Warrants (exercise price of $ 630.00 per share) 7,937 7,937 Class B Placement Agent Common Stock Warrants (exercise price of $ 787.50 per share) 556 556 Class C Common Stock Warrants (exercise price of $ 160.80 per share) 16,239 — Rollover Warrants (exercise price of $ 2,816.92 per share) 155 155 Rollover RSU awards outstanding 94 243 Stock options outstanding 1,157 313 Shares reserved for issuance 38,959 22,025 Shares available for future stock grants under the 2021 Equity Incentive Plan 20,466 1,957 Total common stock reserved for issuance 59,425 23,982 11. Stock-Based Compensation 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. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years . In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, 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 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. F- 20 Restricted Stock Units At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification. The Rollover RSU awards have time-based and milestone-based vesting conditions. Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one-year for grants to the Board of Directors and 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. 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. Each Rollover RSU award converts to one share of common stock. Stock Options 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: Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (Years) Outstanding at December 31, 2022 313 $ 957.30 Granted 844 35.70 Exercised — — Expired and forfeited — — Outstanding at December 31, 2023 1,157 $ 285.47 7.9 Exercisable at December 31, 2023 1,082 $ 203.36 7.9 For the year ended December 31, 2023 , the weighted-average Black-Scholes value per stock option was $ 314.03 . The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions: Volatility 126.0 % Expected term (years) 5.03 Risk-free interest rate 3.09 % Expected dividend yield 0.0 % F- 21 Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs. Stock-Based Compensation Expense For the years ended December 31, 2023 and 2022, the Company recorded stock-based compensation expense for the period indicated as follows: Year Ended December 31, 2023 2022 General and administrative: RSU awards $ 89,533 $ 130,689 Stock Options 56,204 44,000 General and administrative stock-based compensation expense 145,737 174,689 Research and development: RSU awards 7,592 41,506 Stock Options 2,392 84,921 Research and development stock-based compensation expense 9,984 126,427 Total stock-based compensation expense $ 155,721 $ 301,116 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 1.1 years and 2.2 years for Rollover RSU’s and stock options, respectively. 12. Warrants Public Warrants 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 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. F- 22 Rollover Warrants 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 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 were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A 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 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: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class A Placement Agent Common Stock Warrants 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: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % F- 23 Class B Common Stock Warrants 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 Class B Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase 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 Class B Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class 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. F- 24 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 . 13. Income Taxes 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. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended December 31, 2023 2022 Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.2 7.2 Non-taxable change in fair value of warrant liability 1,953.2 — Research and development credits 37.8 0.6 Change in valuation allowance ( 2,019.2 ) ( 28.8 ) Effective tax rate — % — % Significant components of the Company’s deferred tax assets are as follows: Year Ended December 31, 2023 2022 Net operating loss carryforwards $ 7,281,811 $ 5,511,086 Research and development credits 370,145 324,661 Capitalized research and development costs 1,716,037 1,429,419 Capitalized start-up costs 799,367 860,853 Other, net 336,564 373,964 Total gross deferred tax assets 10,503,924 8,499,983 Valuation allowance ( 10,503,924 ) ( 8,499,983 ) Net deferred tax assets $ — $ — F- 25 As of December 31, 2023 and 2022 , a full valuation allowance of $ 10,503,924 and $ 8,499,983 , respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $ 2,003,941 and $ 4,012,802 in 2023 and 2022, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards and the mandatory capitalization of qualified research and development expenses in 2023. As of December 31, 2023 , the Company had federal and state net operating loss carryforwards of $ 23,777,049 and $ 33,468,573 , respectively. As of December 31, 2022, the Company had federal and state net operating loss carryforwards of $ 18,224,037 and $ 24,505,008 , respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026 . The Company had estimated federal research and development credit carryforwards of $ 93,915 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 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. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards. No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2023 and 2022. 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. The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. 14. Subsequent Events 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. F- 26 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 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. 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 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. 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. F- 27