What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2025-03-06 compared with 2024-03-22 · 387 added, 301 removed, 853 unchanged (45% of the section changed)

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Based on that evaluation of our disclosure controls and procedures as of December 31, 2024, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the U.S.

Securities and Exchange Commission’s rules and forms.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

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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:

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In connection with the preparation of this Annual Report, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024.

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).

In making this assessment, our management 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, 2024, our internal control over financial reporting was effective based on those criteria.

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

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

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

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

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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.

(acquired by Sanofi) and played a key role in the approvals of two medical devices via the 510(k) and premarket approval application approval pathways.

Prior to Pluromed, Mr.

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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.

Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017 following a fulfilling and rewarding career.

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Lakhmir Chawla, M.D.

Chawla is currently the Chief Executive Officer of Stavro Medical.

Chawla is currently the Chief Executive Officer of Exthera Medical.

Previously, Dr.

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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.

During 2024, the Board of Directors met six times, the Compensation Committee met one time, the Nominating and Corporate Governance Committee met one and the Audit Committee met four times.

Each director who was on the Board during this timeframe attended at least 100% of the aggregate number of meetings held during his or her term of service.

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Zygmont in the amount of $162,000.

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

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.

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.

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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.

We will continue to evaluate our compensation values and philosophy and compensation plans and arrangements as circumstances merit.

At a minimum, we 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.

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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.

The following table shows the total compensation awarded to, earned by, or paid to during the years ended December 31, 2024 and 2023 to our executive officers who earned more than $100,000 during each of the years ended December 31, 2024 and 2023 and were serving as named executive officers as of such date.

Our named executive officers for 2024 and 2023 who appear in the Summary Compensation Table are:

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Name and Position

(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.

(1) The amounts reflected in the column entitled “Bonus” reflect the cash amount of bonus earned by each of the officers in consideration for their fiscal 2024 and 2023 performance, respectively, but paid to such officers during fiscal 2025 and 2024, respectively.

(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.

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that have not

2/25/2022 (1)

2/23/2021 (2)

10/31/2020 (3)

2/25/2022 (1)

2/23/2021 (2)

10/31/2020 (3)

James Rolke, CEO

Zygmont, III, CFO

(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.

Pay Versus Performance Disclosure

Pay Versus Performance Table

As required by Section 953(a) of the Dodd-Frank Act and Item 402(v) of SEC Regulation S-K, we are providing the following information about the relationship between “compensation actually paid” to our “named executive officers,” within the meaning of such rules, and certain financial performance measures of our Company.

The table below provides information regarding compensation actually paid to our CEO, who serves as our principal executive officer (“PEO”), and compensation actually paid to our CFO, our only other non-PEO named executive officer, during each of the past two fiscal years, as well as our total stockholder return and net loss for each of the past two fiscal years.

Summary Compensation Table Total for PEO (1)

Compensation Actually Paid to PEO (2)(3)

Average Summary

Compensation Table Total for Non-PEO Named Executive Officers (4)

Average Compensation Actually Paid to Non-PEO Named Executive Officers (5)(6)

Value of Initial Fixed $100 Investment

Based On Total Shareholder Return (7)

(millions) (8)

(1) Amounts reported represent the Summary Compensation Table total for our CEO for each of the fiscal years presented.

See “Executive Compensation—Summary Compensation Table.”

(2) Amounts reported represent compensation actually paid to our CEO for each of the fiscal years presented.

The dollar amounts in this column do not reflect the actual amount of compensation earned by or paid to our CEO during the applicable fiscal year.

(3) Compensation actually paid to our PEO consists of the following amounts deducted from or added to the Summary Compensation Table total for our CEO for each of the fiscal years presented:

Summary Compensation Table Total for Fiscal 2024

Stock awards (a)

Option awards (b)

Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c)

Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d)

Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e)

Value of dividend equivalents accrued on equity awards during the fiscal year

Compensation Actually Paid for Fiscal 2024

Summary Compensation Table Total for Fiscal 2023

Stock awards (a)

Option awards (b)

Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c)

Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d)

Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e)

Value of dividend equivalents accrued on equity awards during the fiscal year

Compensation Actually Paid for Fiscal 2023

(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year.

(b) Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable fiscal year.

(c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year.

(d) Represents the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year.

(e) Represents the amount of change as of the vesting date (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that vested during the applicable fiscal year.

Since we do not have a pension plan, all of the foregoing adjustments are equity award adjustments for each applicable fiscal year and include the addition (or subtraction, as applicable) of the following:

(i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year;

(ii) the amount of change as of the end of the applicable fiscal year (from the end of the prior fiscal year) in fair value of any equity awards granted in prior fiscal years that are outstanding and unvested as of the end of such applicable fiscal year;

(iii) for equity awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date;

(iv) for equity awards granted in prior fiscal years that vest in the applicable fiscal year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value;

(v) for equity awards granted in prior fiscal years that are determined to fail to meet the applicable vesting conditions during the applicable fiscal year, a deduction for the amount equal to the fair value at the end of the prior fiscal year;

and (vi) the dollar value of any dividends or other earnings paid on equity awards in the applicable fiscal year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for such applicable fiscal year.

Adjustments as provided in clauses (iii) and (vi) are inapplicable for all of the fiscal years presented in the table.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

The value of option awards is based on the fair value as of the end of the covered fiscal year or change in fair value during the covered fiscal year, in each case based on our Black-Scholes option pricing model, the assumptions of which are described in Note 9 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024.

(4) Average Summary Compensation Table total for non-PEO named executive officers reflects the Summary Compensation Table total for Chester S.

Zygmont, III.

(5) The amounts in this column represent the compensation actually paid to Chester S.

Zygmont, III, our only other non-PEO named executive officer, for each of the fiscal years presented.

The dollar amounts in this column do not reflect the actual average amount of compensation earned by or paid to the non-PEO during the applicable fiscal year.

(6) Average compensation actually paid to our non-PEO named executive officer consists of the following amounts deducted from or added to the Summary Compensation Table total for our CFO for each of the fiscal years presented:

Summary Compensation Table Total for Fiscal 2024

Stock awards (a)

Option awards (b)

Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c)

Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d)

Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e)

Value of dividend equivalents accrued on equity awards during the fiscal year

Compensation Actually Paid for Fiscal 2024

Summary Compensation Table Total for Fiscal 2023

Stock awards (a)

Option awards (b)

Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c)

Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d)

Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e)

Value of dividend equivalents accrued on equity awards during the fiscal year

Compensation Actually Paid for Fiscal 2023

(a) Represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the applicable fiscal year.

(b) Represents the total of the amounts reported in the “Option Awards” column in the Summary Compensation Table for the applicable fiscal year.

(c) Represents the fiscal year-end value of equity awards granted during the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year.

(i) the fiscal year-end fair value of any equity awards granted in the applicable fiscal year that are outstanding and unvested as of the end of such applicable fiscal year;

(iii) for equity awards that are granted and vest in the same applicable fiscal year, the fair value as of the vesting date;

Adjustments as provided in clauses (iii) and (vi) are inapplicable for all of the fiscal years presented in the table.

The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.

(7) The total shareholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between our common stock price at the end and the beginning of the measurement period by our stock price at the beginning of the measurement period.

(8) Amounts reported represent the amount of net loss reflected in our audited consolidated financial statements for the applicable fiscal year and is presented in thousands.

Pay Versus Performance Relationship

In accordance with Item 402(v) of SEC Regulation S-K, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table above.

Compensation Actually Paid and Company TSR .

As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is generally aligned with our cumulative total stockholder return (“TSR”) (assuming reinvestment of dividends) on $100 invested in our common stock over the three fiscal years presented in the table.

The overall alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price.

Compensation Actually Paid and Net Loss .

As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is not necessarily aligned with our net loss for each of the two fiscal years presented in the table.

DIRECTOR COMPENSATION

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Jennifer Carver, BSN, MBA

Jess Roper (3)

Lakhmir Chawla, M.D.

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

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

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

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

Tidmarsh, Mr.

Roper and Ms.

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

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

The assumptions used in calculating the fair value of the stock options can be found under Note 11 to the audited Financial Statements appearing elsewhere in this Annual Report on Form 10-K.

These amounts reflect the grant date fair value for these stock options and do not necessarily correspond to the actual value that will be realized by Dr.

Tidmarsh, Mr.

Roper and Ms.

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

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(2) Consists of (i) 42 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, (ii) 30,095 shares of common stock from the February 11, 2025 Restricted Stock Award (“RSA”) grant to Mr.

Rolke, (iii) 2 shares of common stock from Rollover RSU’s vesting and issuable within 60 days to Mr.

Rolke, and (iv) 3 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

(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.

(3) Consists of (i) 87 shares of common stock held by George Tidmarsh, Trustee George Francis Tidmarsh 2021 Irrevocable Trust, (ii) 181 shares of common stock from the February 11, 2025 RSA grant to Dr.

Tidmarsh, and (iii) 13 shares of common stock underlying Stock Options exercisable within 60 days by Dr.

(4) Consists of (i) 6 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 (ii) 181 shares of common stock from the February 11, 2025 RSA grant to Ms.

Carver, and (iii) 13 shares of common stock underlying Stock Options exercisable within 60 days by Ms.

(5) Consists of (i) 2 shares of common stock held directly by Mr.

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

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

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

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

Roper (ii) 181 shares of common stock from the February 11, 2025 RSA grant to Mr.

Roper, and (iii) 13 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

(6) Consists of 181 shares of common stock from the February 11, 2025 RSA grant to Dr.

(7) Consists of (i) 28 shares of common stock held by The Zygmont Family Trust Dated October 25, 2016, (ii) 13 shares of common stock held by Czeslaw Capital Fund, LLC, (iii) 15,048 shares of common stock from the February 11, 2025 RSA grant to Mr.

Zygmont, and (iv) 1 shares of common stock underlying Stock Options exercisable within 60 days by Mr.

Certain Relationships and Related Person Transactions, and Director Independence.

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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

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Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 2024 and 2023 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.

The following table shows the fees that were incurred by the Company for audit and other services provided by Baker Tilly US, LLP for the years ended December 31, 2024 and 2023.

Audit Fees (a)

Other Fees (c)

(a) Audit fees represent fees for professional services provided in connection with the audit of the Company’s annual financial statements and the review of its financial statements included in the Company’s Quarterly Reports on Form 10-Q and services that are normally provided in connection with statutory or regulatory filings.

(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, services that are normally provided in connection with statutory or regulatory filings and fees related to our filing of certain Registration Statements.

(b) Tax fees represent fees for professional services related to tax compliance, tax advice and tax planning.

Pre-Approval Policies and Procedures

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The following documents are filed as part of this Annual Report:

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.

Third Amended and Restated Certificate of Incorporation

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

Second Amended and Restated Bylaws

Amendment to the Second Amended and Restated Bylaws

Amended and Restated Bylaws

Specimen Common Stock Certificate

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

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

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

dated February 5, 2024

Form of Class E Common Stock Warrant dated August 22, 2024

Form of Class F Common Stock Warrant dated December 3, 2024

Form of Class G Common Stock Warrant dated December 3, 2024

Description of Securities

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

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

Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC

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

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

Revelation Biosciences, Inc.

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Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd.

Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd.

Form of Securities Purchase Agreement dated July 28, 2022

Form of Placement Agency Agreement dated July 28, 2022

Form of Securities Purchase Agreement dated February 9, 2023

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Code of Ethics

Insider Trader Policy

List of Subsidiaries.

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

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

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

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

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

333- 259638).

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

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

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

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

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

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

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

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on August 26, 2024.

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on December 6, 2024.

Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on April 16, 2024.

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

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

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 22, 2024

Filed herewith.

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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.

Galda, jointly and severally, their respective attorneys-in-fact, with the power of substitution, for each of them 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 their respective 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.

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March 6, 2025

/s/ George Tidmarsh

/s/ George F.Tidmarsh, MD, PhD

Chairman and Director

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March 6, 2025

/s/ Curt LaBelle

/s/ Lakhmir Chawla, MD

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

We determined that there are no critical audit matters.

/s/ BAKER TILLY US, LLP

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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;

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Loss from operations

Other income (expense):

Other (expense) income:

Change in fair value of warrant liability

Other income (expense)

Total other income (expense), net

Other (expense) income, net

Total other (expense) income, net

Net loss per share, basic and diluted

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Balance at December 31, 2022

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

Issuance of common stock for fees in connection with the Business Combination

Proceeds from the PIPE Investment, net

Rollover Warrant exercise

Repurchase for the Forward Share Purchase Agreement exercise

Class A Pre-Funded Warrants exercise

Proceeds from the July 2022 Public Offering, net

Redemption of Series A Preferred Stock

Issuance of common stock from the February 2023 Public Offering

Class C Pre-Funded Warrants exercise

Alternative cashless exercise of Class C Common Stock Warrants

RSU awards issued

Issuance of common stock for Accrued Expenses in connection with the Business Combination

Issuance of Series A Preferred Stock

Stock-based compensation expense

Balance at December 31, 2022

Balance as of December 31, 2023

Balance as of December 31, 2023 (as previously reported)

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Balance at December 31, 2023

Redemption of Series A Preferred Stock

Issuance of common stock from the February 2024 Public Offering

Class C Pre-Funded Warrants exercise

Class D Pre-Funded Warrants exercise

Alternative cashless exercise of Class C Common Stock Warrants

RSU awards issued

Common stock issued for services

Class D Common Stock Warrants exercises

Class D Warrant Inducement exercises

Class E Common Stock Warrant Inducement exercises

Stock-based compensation expense

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Stock-based compensation expense

Issuance of common stock for services

Depreciation expense

Non-cash lease expense

Change in fair value of warrant liability

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Accrued expenses

Operating lease liability

Accrued interest on Promissory Notes Payable & Convertible Note

Net cash used in operating activities

Cash flows from investing activities:

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from the Convertible Note

Repayment of the Convertible Note

Proceeds from the Business Combination, net

Proceeds from the PIPE Investment, net

Proceeds from Rollover Warrant exercise

Repurchase for the Forward Share Purchase Agreement exercise

Repayments of Promissory Notes Payable, including interest

Proceeds from the July 2022 Public Offering, net

Proceeds from the February 2024 Public Offering, net

Proceeds from the Class D Common Stock Warrants exercises

Proceeds from Warrant Inducement exercises, net

Proceeds from Class D Pre-Funded Warrants exercise

Proceeds from the Class E Common Stock Warrants exercises

Redemption of Series A Preferred Stock

Proceeds from the February 2023 Public Offering, net

Proceeds from Pre-Funded Warrants exercise

Proceeds from Class C Pre-Funded Warrants exercise

Net cash provided by financing activities

Net increase in cash and cash equivalents

Net (decrease) increase in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Supplemental disclosure of non-cash investing and financing activities:

Deferred offering costs included in accounts payable and accrued expenses

Fair Value of Class G Common Stock Warrants

Fair Value of Class F Common Stock Warrants

Fair Value of Class E Common Stock Warrants in connection with the Class D Warrant Inducement

Incremental fair value of the Class D Common Stock Warrants in connection with the Class D Warrant Inducement

Equity issuance costs in connection with the Class D Warrant Inducement included in accounts payable

Fair Value of Class D Common Stock Warrants in connection with the February 2024 Public Offering

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

Alternative cashless exercise of Class C Common Stock Warrants

Current liabilities assumed in the Business Combination

Deferred underwriting commissions assumed in the Business Combination

Equity Issuance for fees in connection with the Business Combination

Issuance of Class A Common Stock Warrants in connection with the PIPE Investment

Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment

Conversion of Accrued Expenses to Equity in connection with the Business Combination

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

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

Deferred offering costs included in accounts payable and accrued expenses

See accompanying notes to the consolidated financial statements.

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Revelation Biosciences, Inc.

(collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc.

(“Petra”), was incorporated in Delaware on November 20, 2019.

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).

(collectively with its wholly-owned subsidiaries, referred to as “we,” us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini.

We have multiple ongoing programs to evaluate Gemini, including GEM-AKI as a prevention for acute kidney injury (“AKI”), GEM-CKD as a treatment for chronic kidney disease (“CKD”), and GEM-PSI as a prevention for post surgical infection (“PSI”).

The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Splits

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No fractional shares were outstanding following the 2025 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.

Any holder of common stock otherwise entitled to a fractional share as a result of the 2025 Reverse Stock Split because they hold a number of shares not evenly divisible by the 2025 Reverse Stock Split ratio will be rounded down to the nearest whole share .

In addition, effective as of the same time as the 2025 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.

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All share numbers included herein have been retroactively adjusted to reflect the 1-for-16 Reverse Split (see Note 8).

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”).

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.

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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.

As previously reported on October 16, 2024, the Company received a letter from Nasdaq Stock Market (“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 14, 2025, to regain compliance by having a minimum closing bid price of at least $ 1.00 per share for at least 10 consecutive business days.

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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.

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-AKI, GEM-CKD, GEM-PSI or other product candidates, which the Company expects will not be for at least several years, if ever.

The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that the Company’s audited financial statements for December 31, 2024 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources.

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generally accepted accounting principles (“GAAP”).

All inter-company transactions and balances have been eliminated in consolidation.

The consolidated financial statements include the accounts of Revelation Biosciences, Inc.

and its wholly owned subsidiaries.

All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

Summary of Significant Accounting Policies

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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.

All research and development costs are expensed as incurred.

Research and development costs consist primarily of salaries, employee benefits, costs associated with preclinical studies and clinical trials (including amounts paid to clinical research organizations and other professional services).

Payments made prior to the receipt of goods or services to be used for research and development expense are capitalized until the goods or services are received.

The Company records accruals for estimated research and development costs, comprising payments for work performed by third party contractors, laboratories, participating clinical trial sites, and others.

Some of these contractors bill monthly based on actual services performed.

Other contractors bill periodically based upon achieving certain contractual milestones.

For the contractors that bill periodically, the Company accrues the expenses as goods or services are used or rendered.

Clinical trial site costs related to patient enrollment are accrued as patients enter and progress through the trial.

Upfront costs, such as costs associated with setting up clinical trial sites for participation in the trials, are expensed immediately once incurred as research and development expenses.

Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain.

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The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historic volatility, term, risk-free rate, and future dividends.

The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards.

The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requi site service period of each stock-based award, which is generally the vesting period of the respective stock-based awards.

The Company recognizes forfeitures as they occur.

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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.

Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and revalued 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.

The Company follows the guidance in FASB ASC 260, Earnings per Share (“ASC 260”), which establishes standards regarding the computation of earnings per share.

Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period.

In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded.

As of December 31, 2024 and 2023, there were 960,469 and 2,422 potential shares of common stock excluded from the calculation of diluted net loss per share as their effect is anti-dilutive, respectively (see Note 8).

Comprehensive Loss

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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.

The Company’s chief operating decision m aker, which is the Chief Executive Officer, m anages the Company’s operations for the purposes of allocating resources and evaluating financial performance (see Note 12 for further information).

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.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-0 7, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures (“ASU 2023-07”) , which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The guidance is effective for the Company beginning in the annual reporting period ended December 31, 2024 and interim periods beginning in fiscal year 2025.

The Company adopted this standard as of December 31, 2024, which adoption only impacted the Company's segment reporting disclosures (see Note 13 for further information).

Balance Sheet Details

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Total property and equipment, net

Depreciation expense was $ 25,049 for the year ended December 31, 2023 and $ 25,048 for the year ended December 31, 2022.

Depreciation expense was $ 27,923 for year ended December 31, 2024 and $ 25,049 for the year ended December 31, 2023.

Accrued Expenses

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Accrued clinical development costs

Accrued other expenses

Total accrued expenses

Included in accrued other expenses as of December 31, 2022, was the $ 5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Company (see Note 8).

Commitments and Contingencies

Lease Commitments

In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “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 leases 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the “Lease”).

In December 2024, the Company signed an amendment extending the Lease until February 28, 2025, with a base monthly rent equal to $ 5,350 .

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

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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.

Rent expense was $ 64,200 for the year ended December 31, 2024 and $ 111,661 for the year ended December 31, 2023.

Future minimum lease payments under the operating lease as of December 31, 2024 is $ 10,700 .

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

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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.

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).

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).

The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

2 023 Public Offering

On February 13, 2023, the C ompany closed a public offering of 6,017 shares of its common stock, 699 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.048 which did not have an expiration date (the “Class C Pre-Funded Warrants”) and 6,450,000 warrants to purchase up to 13,438 shares of common stock with an exercise price of $ 2,572.80 which expire on February 14, 2028 (the “Class C Common Stock Warrants”) at a combined offering price of $ 2,318.4 0 per share of common stock and two Class C Common Stock Warrants, or $ 2,318.352 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.

Net cash proceeds to the Company from the offering were $ 14.0 million and issuance costs were $ 1.5 million.

Roth Capital Partners, LLC (“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 of issuance costs.

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.

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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 10).

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.

From March 13, 2023 to December 31, 2024, the Company received notices of alternative cashless exercises for 6,217,640 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 5,160 shares of common stock.

As of December 31, 2024, there were 232,360 of Class C Common Stock Warrants outstanding to purchase up to 485 shares of common stock.

As part of the Class D Warrant Inducement (defined below) on August 22, 2024, the exercise price of the Class C Common Stock Warrants was reset from $ 38.24 to $ 16.00 .

2 024 Public Offering

On February 5, 2024, the C ompany closed a public offering of 8,029 shares of its common stock, 77,282 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.0016 which did not have an expiration date (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to purchase up to 170,628 shares of common stock with an exercise price of $ 72.48 which expire on February 5, 2029 (the “Class D Common Stock Warrants”) at a combined offering price of $ 72.48 per share of common stock and two Class D Common Stock Warrants, or $ 72.4784 per Class C Pre-Funded Warrant and two Class D Common Stock Warrants (the “February 2024 Public Offering”).

Net cash proceeds to the Company from the offering were $ 5.4 million and issuance costs were $ 0.8 million.

Roth was engaged by the Company to act as its exclusive placement agent for the February 2024 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 $ 0.5 million of issuance costs.

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

333-276232) and was declared effective by the SEC on January 31, 2024.

Between February 5, 2024 and February 13, 2024, the Company has received notices of cash exercise for the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering for 77,282 shares of common stock at a total purchase price of $ 123.65 .

As of December 31, 2024 , there were no Class D Pre-Funded Warrants outstanding.

On August 22, 2024, the Company issued 6,312 shares of common stock in connection with a notice of cash exercise for the Class D Common Stock Warrants issued in connection with the February 2024 Public Offering with a total purchase price of $ 241,390 .

Using the Black-Scholes option pricing model, the Class D Common Stock Warrants were valued in the aggregate at $ 6.3 million and was included in the issuance costs of the February 2024 Public Offering and treated as equity (see Note 10).

As part of the Class D Warrant Inducement (defined below) the Company issued common stock to a third party consultant on June 11, 2024, as a result the exercise price of the Class D Common Stock Warrants were reset from $ 72.48 to $ 38.24 .

Additionally, on August 22, 2024, the exercise price of the Class D Common Stock Warrants was reset from $ 38.24 to $ 16.00 .

As part of the 2025 Reverse Stock Split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $ 16.00 to $ 3.849 .

Class D Warrant Inducement

On June 11, 2024, the Company issued 653 shares of common stock to a third party consultant in order to induce the holders of the Class D Common Stock Warrants, as a result the exercise price of the Class D Common Stock Warrants were reduced from $ 72.48 to $ 38.24 .

Further, on August 21, 2024, the Company entered into warrant exercise inducement offer letters with certain holders (the “Class D Holders”) of 2,548,060 existing Class D Common Stock Warrants exercisable for an aggregate of 159,249 shares of its common stock (collectively, the “Class D Common Stock Existing Warrants”), to exercise their warrants at a reduced exercise price of $ 20.00 per share, in exchange for the Company’s agreement to issue new warrants for $ 2.00 (the “Class E Common Stock Warrants) as described below.

The aggregate net proceeds from the exercise of the Class D Common Stock Existing Warrants and the payment of the Class E Common Stock Warrants, as described below, was $ 3.5 million.

The reduction of the exercise price of the Class D Common Stock Existing Warrants and the issuance of the Class E Common Stock Warrants (the “Class D Warrant Inducement”) was structured as an at-market transaction under Nasdaq rules.

In consideration for the immediate exercise of the Class D Common Stock Existing Warrants for cash and the payment of $ 2.00 per Class E Common Stock Warrants, the exercising holders received two Class E Common Stock Warrants for each Class D Common Stock Existing Warrant in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”).

The Class E Common Stock Warrants are exercisable for a period of five years into an aggregate of up to 318,509 shares of common stock at an exercise price of $ 16.00 per share.

In connection with the Class D Warrant Inducement, the Company entered into a financial advisory services agreement, dated August 21, 2024, with Roth, pursuant to which the Company agreed to pay Roth a cash fee of $ 267,546 for its services, in addition to reimbursement for certain expenses.

The shares of common stock issued from the exercise of the Class D Common Stock Existing Warrants were registered pursuant to a registration statement on Form S-1, as amended (File No.

333-276232), which was declared effective by the SEC on January 31, 2024.

The Class E Common Stock Warrants offered in the private placement were not registered under the Securities Act or applicable state securities laws as of the issuance date, however, as part of the transaction, the Company filed a resale registration statement on Form S-3 with the SEC on September 03, 2024, which was declared effective on September 12, 2024.

The Class D Holders collectively exercised an aggregate of 2,548,060 Class D Common Stock Existing Warrants for 159,249 shares of its common stock.

The Class D Warrant Inducement closed on August 22, 2024 with the Company receiving net cash proceeds of approximately $ 3.5 million consisting of gross cash proceeds of $ 3.8 million, less cash equity issuance costs of approximately $ 0.3 million.

Note that while all Class D Common Stock Existing Warrants were exercised upon the closing of the Class D Warrant Inducement, certain shares were held in abeyance until September 20, 2024, due to the Class D holders’ exercise limitations.

As of December 31, 2024, all underlying shares were issued and there were no shares held in abeyance as of the end of the reporting period that need to be considered.

The lowering of the exercise price of the Class D Common Stock Existing Warrants is considered a warrant modification under the guidance of ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”).

In addition, the warrant modification is consistent with the equity issuance classification under that guidance as the reason for the warrant modification was to induce the Class D Holders of the Class D Common Stock Existing Warrants to a cash exercise.

As pursuant to the guidance of ASC 480 and ASC 815 the Class D Common Stock Existing Warrants were classified as equity instruments before and after the warrant modification.

The Company recognized the effect of the warrant modification of approximately $ 0.9 million as a non-cash equity issuance cost netted against the additional paid-in capital recognized from the associated warrant exercises.

The amount of the non-cash equity issuance cost recognized for the warrant modification used the Black-Scholes option pricing model to determine the incremental fair value of the modified Class D Common Stock Existing Warrants immediately before and after the warrant modification (see Note 10).

Additionally, using the Black-Scholes option pricing model, the Class E Common Stock Warrants issued in connection with the Class D Warrant Inducement are treated as equity and the Company recognized approximately $ 4.9 million as a non-cash equity issuance cost netted against the additional paid-in capital (see Note 10).

Total cash and non-cash equity issuance costs recognized in the Class D Common Stock Existing Warrants modification and the issuance of the Class E Common Stock Warrants of $ 5.5 million include cash equity issuance costs of $ 0.3 million and non-cash equity issuance costs of approximately $ 5.2 million.

As of December 31, 2024 , there are 80,940 Class D Common Stock Warrants outstanding to purchase 5,060 shares of common stock that were not included in the Class D Warrant Inducement.

Class E Warrant Inducement

On December 3, 2024, the Company entered into warrant exercise inducement offer letters (the “December 2024 Inducement Letters”) with the holders of the Class E Common Stock Warrants (the “Class E Holders”) for 4,064,040 existing Class E Common Stock Warrants exercisable for an aggregate of 254,002 shares of common stock (the “Class E Common Stock Existing Warrants”), to exercise their warrants at an exercise price of $ 16.00 per share, in exchange for the Company’s agreement to issue 4,064,040 Class F Common Stock Warrants for 254,002 shares of its common stock (the “Class F Common Stock Warrants”) and 6,096,060 Class G Common Stock Warrants for 381,004 shares of its common stock (the “Class G Common Stock Warrants”).

The aggregate net proceeds from the exercise of the Class E Common Stock Existing Warrants, was $ 3.7 million.

In consideration for the immediate exercise of the Class E Common Stock Existing Warrants for cash, the exercising holders received one Class F Common Stock Warrants for each Class E Common Stock Existing Warrant and one and a half Class G Common Stock Warrants for each Class E Common Stock Existing Warrant in a private placement pursuant to Section 4(a)(2) of the Securities Act.

The Class F Common Stock Warrants are exercisable for a period of two years as of the date that shareholder approval is obtained into an aggregate of up to 254,002 shares of common stock at an exercise price of $ 16.00 per share.

The Class F Warrants have an alternative cashless exercise provision that allows the holder thereof to receive two shares of common stock without payment of the exercise price.

The Class G Common Stock Warrants are exercisable for a period of five years as of the date that Shareholder approval is obtained into an aggregate of up to 381,004 shares of common stock at an exercise price of $ 16.00 per share.

In connection with the Class E Warrant Inducement, the Company entered into a financial advisory services agreement, dated November 30, 2024, with Roth, pursuant to which the Company agreed to pay Roth a cash fee of $ 325,000 for its services, in addition to reimbursement for certain expenses.

The shares of common stock issued from the exercise of the Class E Common Stock Existing Warrants were registered pursuant to a registration statement on Form S-3, as amended (File No.

333-281909), which was declared effective by the SEC on September 12, 2024.

The Class F Common Stock Warrants and Class G Common Stock Warrants offered in the private placement were not registered under the Securities Act or applicable state securities laws as of the issuance date, however, as part of the transaction, the Company filed a resale registration statement on Form S-3, as amended (File No.

333-283764) with the SEC on December 19, 2024, which was declared effective on December 20, 2024.

The Class E Holders collectively exercised an aggregate of 4,064,040 Class E Common Stock Existing Warrants to for 254,002 shares of its common stock.

The Class F Common Stock Warrants and the Class G Common Stock Warrants closed on December 3, 2024 with the Company receiving net cash proceeds of approximately $ 3.7 million consisting of gross cash proceeds of $ 4.1 million, less cash equity issuance costs of approximately $ 0.4 million.

Using the closing price of our shares of common stock as reported on the date of issuance of the Class F Common Stock Warrants based on the alternative cashless exercise provision issued in connection with the Class E Warrant Inducement are treated as equity and the Company recognized approximately $ 4.1 million as a non-cash equity issuance cost netted against the additional paid-in capital.

Additionally, using the Black-Scholes option pricing model, the Class G Common Stock Warrants issued in connection with the Class E Warrant Inducement are treated as equity and the Company recognized approximately $ 2.1 million as a non-cash equity issuance cost netted against the additional paid-in capital (see Note 10).

Total cash and non-cash equity issuance costs recognized in the Class F Common Stock Warrants and the Class G Common Stock Warrants of $ 6.5 million include cash equity issuance costs of $ 0.4 million and non-cash equity issuance costs of approximately $ 6.2 million.

As of December 31, 2024 , there are 1,032,080 Class E Common Stock Warrants outstanding to purchase 64,506 shares of common stock that were not included in the Class E Warrant Inducement.

As part of the 2025 Reverse Stock Split on January 28, 2025, the number of shares of common stock the Class G Common Stock Warrants are exercisable into was reset from 381,004 to 1,621,463 and the exercise price of the Class G Common Stock Warrants was reset from $ 16.00 to $ 3.7596 .

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.

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

As of December 31, 2024 and as of the date of this Report, there were no shares of preferred stock issued and outstanding.

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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.

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

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

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

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

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

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.

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.

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

Common Stock Issuance during the year ended December 31, 2023

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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 .

From February 14, 2023 to April 6, 2023, the Company issued 699 shares of common stock in connection with notices of cash exercise for Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $ 33.64 .

From March 13, 2023 to June 30, 2023, the Company issued 4,948 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 18, 2023, the Company issued 8 shares of common stock in connection with vested Rollover RSU awards.

Common Stock Issuance during the year ended December 31, 2024

On January 29, 2024, the Company issued 212 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 February 5, 2024, the Company issued 8,029 shares of its common stock in connection with the February 2024 Public Offering.

The Company received net cash proceeds of $ 5.4 million.

Between February 5, 2024 and February 13, 2024, the Company issued 77,282 shares of common stock in connection with notices of cash exercise for Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering with a total purchase price of $ 123.65 .

On June 11, 2024, as part of the Class D Warrant Inducement the Company issued 653 shares of its common stock to a third party consultant for services provided totaling $ 25,000 .

Between August 22, 2024 and September 20, 2024, the Company issued 159,249 shares of common stock in connection with notices of cash exercise for the Class D Common Stock Existing Warrants issued in connection with the Class D Warrant Inducement with a total purchase price of $ 3.8 million.

Between December 3, 2024 and December 6, 2024, the Company issued 254,002 shares of common stock in connection with notices of cash exercise for the Class E Common Stock Existing Warrants issued in connection with the Class E Warrant Inducement with a total purchase price of $ 4.1 million.

As of December 31, 2024 and December 31, 2023 , 522,223 and 16,484 shares of common stock were issued and outstanding, respectively.

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Class C Common Stock Warrants (exercise price of $ 16.00 per share)

Class D Common Stock Warrants (exercise price of $ 3.849 per share)

Class E Common Stock Warrants (exercise price of $ 16.00 per share)

Class F Common Stock Warrants (alternative cashless exercise)

Class G Common Stock Warrants (exercise price of $ 3.7596 per share)

Rollover Warrants (exercise price of $ 45,070.73 per share)

Rollover RSU awards outstanding

Stock options outstanding

Stock options outstanding (minimum exercise price $ 571.20 )

Shares reserved for issuance

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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.

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”).

The 2021 Plan is administered by the Board of Directors.

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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.

On May 15, 2024 at the Company’s 2024 Annual Meeting of Stockholders, an amendment to the 2021 Equity Incentive Plan to increase the number of shares reserved under the Plan to 10,206 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.

Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110 % of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date.

As of December 31, 2024, there were 10,142 shares available for future grants under the 2021 Plan.

Restricted Stock Units

At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub that vest in accordance with the original terms of the award.

The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification.

The Rollover RSU awards have time-based and milestone-based vesting conditions.

Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one-year for grants to the Board of Directors and 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, 2024 and December 31, 2023 , the Company has a total of 3 Rollover RSU awards for shares of common stock outstanding, respectively.

As of December 31, 2024 , 3 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.

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Exercisable at December 31, 2024

For the year ended December 31, 2023 , the weighted-average Black-Scholes value per stock option was $ 314.03 .

For the year ended December 31, 2023, the weighted-average Black-Scholes value per stock option issued during 2023 was $ 516.21 .

The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following w eighted-average assumptions:

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Total stock-based compensation expense

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.

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 .

In connection with our initial public offering, we issued and have outstanding as of December 31, 2024 10,511,597 Public Warrants to purchase an aggregate of 626 shares of common stock with an exercise price of $ 193,200.00 per share which expire on January 10, 2027 (the “Public Warrants”).

The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW.

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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 .

In connection with a private placement on January 31, 2021, Revelation issued warrants to a placement agent to purchase up to 17 shares of common stock with an exercise price of $ 45,070.73 per share which expire on January 31, 2027 , valued on the issuance date in the aggregate at $ 326,675 (the “Rollover Warrants”).

As of December 31, 2024, there were 7 Rollover Warrants remaining to be exercised or exchanged.

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Expected dividend yield

Class A Pre-Funded Warrants

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

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

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

Class A Common Stock Warrants

In connection with the PIPE Investment, the Company issued warrants to 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.

In connection with the closing of a private placement on January 25, 2022 (“PIPE Investment”), the Company issued warrants to an institutional investor to purchase up to 154 shares of common stock at an exercise price of $ 55,272.00 per share (the “Class A Common Stock Warrants”) , valued on the PIPE Investment purchase date in the aggregate at $ 3.6 million and included in the issuance costs of the PIPE Investment and treated as equity .

The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 .

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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.

In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 22 shares of common stock at an exercise price of $ 55,272.00 per share (the “Class A Placement Agent Common Stock Warrants”) , valued on the PIPE Investment purchase date in the aggregate at $ 0.5 million and included in the issuance costs of the PIPE Investment and treated as equity .

The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 .

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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.

In connection with closing of a public offering on July 28, 2022 (“the July 2022 Public Offering”), the Company issued and has outstanding 8,333,334 warrants to purchase an aggregate of 497 shares of common stock at an exercise price of $ 10,080.00 per share (the “Class B Common Stock Warrants”) , valued on the public offering purchase date in the aggregate at $ 4.5 million and included in the issuance costs of the public offering and treated as equity .

The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 28, 2027 .

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Class B Placement Agent Common Stock Warrants

In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase 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.

In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 35 shares of common stock at an exercise price of $ 12,600.00 per share (the “Class B Placement Agent Common Stock Warrants”), valued on the public offering purchase date in the aggregate at $ 0.3 million and included in the issuance costs of the public offering and treated as equity .

The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027 .

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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.

In connection with the February 2023 Public Offering, the Company issued 6,450,000 Class C Common Stock Warrants to purchase up to 13,438 shares of common stock at an exercise price of $ 2,572.80 per 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 and treated as a liability.

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

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

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

The Company evaluated the Class C Common Stock Warrants under ASC 815-40 and concluded that they do not meet the criteria to be classified in stockholders’ equity and accounted for the Class C Common Stock Warrants as current liabilities.

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.

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.

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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.

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

As of December 31, 2024, the Company has received notices of alternative cashless exercises for 6,217,640 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 5,160 shares of common stock.

As of December 31, 2024, the Company re-valued 232,360 outstanding Class C Common Stock Warrants to purchase up to 485 shares of common stock using a Monte-Carlo simulation model with a fair value of $ 2,246 .

For year ended December 31, 2024, the gain of $ 0.1 million, 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.

As part of the Class D Warrant Inducement on August 22, 2024, the exercise price of the Class C Common Stock Warrants was reset from $ 38.24 to $ 16.00 .

Class D Pre-Funded Warrants

In connection with the February 2024 Public Offering, the Company issued pre-funded warrants to purchase up to 77,282 shares of common stock at an exercise price of $ 0.0016 per share.

Between February 5, 2024 and February 13, 2024, the Company received notices of cash exercise for the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering for 77,282 shares of common stock at a total purchase price of $ 123.65 .

As of December 31, 2024 , there were no Class D Pre-Funded Warrants outstanding.

Class D Common Stock Warrants

In connection with the February 2024 Public Offering, the Company issued and has outstanding 2,730,000 warrants shares of common stock to purchase up to 170,628 shares of common stock at an exercise price of $ 72.48 per share, valued on the public offering purchase date in the aggregate at $ 6.3 million and included in the issuance costs of the public offering and treated as equity .

The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on February 5, 2029 .

As of December 31, 2024 , the Company issued 6,312 shares of common stock in connection with a notice of cash exercise for the Class D Common Stock Warrants issued in connection with the February 2024 Public Offering with a total purchase price of $ 241,390 .

As of December 31, 2024 , the Company issued 159,249 shares of common stock in connection with notices of cash exercise for the Class D Common Stock Existing Warrants issued in connection with the Class D Warrant Inducement with a total purchase price of $ 3.8 million.

As part of the Class D Warrant Inducement the Class D Common Stock Warrants the Company issued common stock to a third party consultant on June 11, 2024, as a result the exercise price of the Class D Common Stock Warrants were reset from $ 72.48 to $ 38.24 .

Additionally, on August 22, 2024, the exercise price of the Class D Common Stock Warrants was reset from $ 38.24 to $ 16.00 .

As part of the 2025 Reverse Stock Split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $ 16.00 to $ 3.849 .

As of December 31, 2024 there were 80,940 Class D Common Stock Warrants outstanding to purchase up to 5,060 shares of common stock that were not included in the Class D Warrant Inducement.

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

Expected term (years)

Risk-free interest rate

Expected dividend yield

Modification of the Class D Common Stock Warrants and Class E Common Stock Warrants

As part of the Class D Warrant Inducement, the 2,548,060 Class D Common Stock Existing Warrants to purchase up to 159,249 shares of common stock were modified.

Due to the warrant modification the fair value of the Class D Common Stock Existing Warrants were revalued before and after the warrant modification, and as the warrant modification is directly attributable to an equity offering, the Company recognized the effect of the warrant modification of approximately $ 0.9 million using the Black-Scholes option pricing model.

In connection with the Class D Warrant Inducement, the Company issued 5,096,120 Class E Common Stock Warrants to purchase up to 318,509 shares of common stock at an exercise price of $ 16.00 per share, valued on the Class D Warrant Inducement date in the aggregate at $ 4.9 million and included in the issuance costs of the Class D Warrant Inducement and treated as equity .

The Class E Common Stock Warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on August 22, 2029 .

As of December 31, 2024 , there are 1,032,080 Class E Common Stock Warrants outstanding to purchase 64,506 shares of common stock that were not included in the Class E Warrant Inducement.

The fair value of the Class D Common Stock Existing Warrant modification and the Class E Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

Risk-free interest rate

Expected dividend yield

Class F Common Stock Warrants and Class G Common Stock Warrants

In connection with the Class E Warrant Inducement to exercise the Class E Common Stock Existing Warrants, the Company issued 4,064,040 Class F Common Stock Warrants to purchase up to 254,002 shares of common stock at an exercise price of $ 16.00 per share.

The Class F Warrants have an alternative cashless exercise provision that allows the holder thereof to receive two shares of common stock without payment of the exercise price.

The Company valued the Class F Common Stock Warrants based on the alternative cashless exercise provision issued and recognized approximately $ 4.1 million and included in the issuance costs of the Class E Warrant Inducement and treated as equity .

The Class F Common Stock Warrants are exercisable for a period of two years from January 17, 2025 .

In connection with the Class E Warrant Inducement to exercise the Class E Common Stock Existing Warrants, the Company issued 6,096,060 Class G Common Stock Warrants to purchase up to 381,004 shares of common stock at an exercise price of $ 16.00 per share, valued on the Class E Warrant Inducement date in the aggregate at $ 2.1 million and included in the issuance costs of the Class E Warrant Inducement and treated as equity .

The Class G Common Stock Warrants are exercisable for a period of five years from January 17, 2025 .

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

Expected term (years)

Risk-free interest rate

Expected dividend yield

The Company did no t record a provision for income taxes for the years ended December 31, 2024 and December 31, 2023 due to a full valuation allowance against its deferred tax assets.

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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 Company had estimated state research and development credit carryforwards of $ 445,880 and $ 349,658 as of December 31, 2024 and 2023, respectively.

The California state credits carryforward indefinitely.

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The Company is not currently undergoing a tax audit in any federal or state jurisdiction.

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.

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 .

Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments.

Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM” ) in deciding how to allocate resources and in assessing performance.

The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of one reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system (see Note 1 for a brief description of the Company’s business).

The CODM of the Company is the Chief Executive Officer .

The CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net loss that is also reported within the Consolidated Statements of Operations.

The measure of segment assets that is reviewed by the CODM is reported within the Consolidated Balance Sheets as consolidated Total assets.

The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth.

The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM:

Segment operating expenses:

Research and development:

GEM-AKI, GEM-CKD and GEM-PSI clinical study expenses

Manufacturing expenses

Other program expenses (1)

Other expenses (2)

Personnel expenses (including stock-based compensation)

General and administrative

Change in fair value of warrant liability

Other (expense) income, net (3)

(1) Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI, GEM-CKD and GEM-PSI.

(2) Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs.

(3) LifeSci Capital LLC judgment expense, reimbursement of costs, clinical trial related settlement expenses with A-IR Clinical Research Ltd.

, expense in connection with the deferred underwriting commissions, foreign currency transaction gains and losses and interest income from our cash balances in savings accounts.

Subsequent Event

2021 Equity Plan Stock Increase

On January 1, 2025, the number of shares of common stock available under the 2021 Plan increased to 156,512 as per the Evergreen Feature in the 2021 Plan.

Restricted Stock Awards Granted

On February 11, 2025, 58,568 Restricted Stock Awards, were granted to employees and the Board of Directors which resulted in a fair value of $ 0.2 million of stock-based compensation expense based on the Company’s stock price on the date of grant.

The grants were granted from shares of the 2021 Plan and either vest 100 % on the date of grant or vest 50 % on the date of grant, with 50 % vesting on the vest one year thereafter.

Regaining Nasdaq Compliance

As previously reported on October 16, 2024, 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 14, 2025, 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 19, 2025 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.

Class F Common Stock Warrant Exercises

As of March 3, 2025 , the Company received alternative cashless exercise notices for 3,064,040 Class F Common Stock Warrants to purchase 383,006 shares of common stock issued in connection with the Class E Warrant Inducement.

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

What changed 10-K

Item 9A. Controls and Procedures