REVELATION BIOSCIENCES, INC. 10-K

Item 9A. Controls and Procedures. Evaluation of Disclosure Controls and Procedures Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Annual Report on Form 10-K, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of December 31, 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 Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the presentation of financial statements for external purposes in accordance with GAAP. Internal control over financial reporting includes those policies and procedures that: • Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; • Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and • Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that our degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this Annual Report, our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2024. 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. Changes in Internal Control over Financial Reporting There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information. None . Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not applicable. 69 PART III  Item 10. Directors, Executive Officers and Corporate Governance.  Executive Officers and Directors The following table sets forth information regarding our executive officers and directors, including their ages as of March 3, 2025: Name Age Position BOARD OF DIRECTORS George Tidmarsh, M.D., Ph.D. 65 Chairman and Director James Rolke 56 Director and Chief Executive Officer Jennifer Carver, BSN, MBA 71 Director Jess Roper 60 Director Lakhmir Chawla, M.D. 54 Director EXECUTIVE OFFICERS James Rolke 56 Director and Chief Executive Officer Chester S. Zygmont, III 44 Chief Financial Officer Our Director and Executive Officers George Tidmarsh, M.D., Ph.D. — Chairman. Dr. Tidmarsh has been Chairman of the Company since its inception in May 2020. Dr. Tidmarsh received his M.D. and Ph.D. from Stanford University, where he also completed his fellowship training in Pediatric Oncology and Neonatology and is currently Adjunct Faculty of Pediatrics and Neonatology since 2018. He served as clinical faculty at Stanford for a number of years after his fellowship prior to devoting his full time to clinical research and development in order to bring new treatments through the FDA approval process. Since 2018 Dr. Tidmarsh has served as a director and chairman of audit committee of Lucile Packard Foundation for Children’s Health. Since the Company’s inception in 2020 he has also served as chairman at Revelation Biosciences Inc. Prior to joining Revelation, Dr. Tidmarsh was President, Chief Executive Officer, Secretary and a Director of La Jolla Pharmaceutical Company (“La Jolla”) from January 2012 until November 2019. While at La Jolla, Dr. Tidmarsh helped discover the use of angiotensin II for the treatment of shock and led all aspects of development including approval by the FDA and the EMA for the treatment of patients suffering from distributive shock. He also led the development of artesunate for the treatment of severe malaria, which was approved by the FDA. Dr. Tidmarsh has over 30 years of experience in biotechnology, including the successful clinical development of seven FDA-approved drugs. He previously served as the Chief Executive Officer of Horizon Pharma, Inc., a company he founded in 2005, where he continued as CEO until 2008 and Director until 2010. While at Horizon, he invented and led all aspects of development of Duexis, which was approved by the FDA for the treatment of rheumatoid arthritis. He also founded Threshold Pharmaceuticals, Inc. and held senior positions at Coulter Pharmaceutical, Inc. (acquired by GlaxoSmithKline) and SEQUUS Pharmaceuticals, Inc. (acquired by Johnson & Johnson). While at Coulter and SEQUUS, Dr. Tidmarsh led the clinical development of BEXXAR and Doxil, respectively, two FDA-approved anti-cancer agents. We believe that Dr. Tidmarsh is qualified to serve as a director based on his extensive management experience in the biotechnology industry. James Rolke — Director and Chief Executive Officer. Mr. Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020. Mr. Rolke has over 30 years of experience in the biotechnology industry, spanning all areas and phases of drug development. Prior to joining the Company, beginning in 2012, Mr. Rolke was employed at La Jolla in various leadership roles overseeing Research and Development and serving as Chief Scientific Officer from 2017 to 2020. While at La Jolla, Mr. Rolke oversaw the development of multiple technologies including six INDs and two marketing approvals: Giapreza for the treatment of distributive shock (US FDA and EMEA) and artesunate for the treatment of severe malaria. Prior to La Jolla, from July 2009 to January 2012 Mr. Rolke was Chief Technology Officer at Pluromed, Inc. (acquired by Sanofi) and played a key role in the approvals of two medical devices via the 510(k) and premarket approval application approval pathways. Prior to Pluromed, Mr. Rolke held several key positions at biotechnology companies, including Director of Operations at Prospect Therapeutics, Inc., Associate Director of Pharmaceutical Development at Mersana Therapeutics, Inc., Manager of Process Development at GlycoGenesys, Inc., Principal Scientist at Surgical Sealants, Inc., Scientist at GelTex, Inc., and Associate Scientist at Alpha-Beta Technology, Inc. Mr. Rolke received his B.S. in chemistry from Keene State College. We believe that Mr. Rolke is qualified to serve as a director based on his role as our Chief Executive Officer and his extensive management experience in the biotechnology industry. 70 Jennifer Carver, BSN, MBA — Director. Ms. Carver has been a director of the Company since May 2020. Ms. Carver brings over 20 years of industry experience with a focus on small biotech companies and their evolution from early development through commercialization. From 2020 to 2021, Ms. Carver has served as Chief Operating Officer at Kartos Therapeutics (Kartos). Prior to Kartos from 2014, Ms. Carver was employed at La Jolla Pharmaceutical Company in various leadership roles providing leadership through the clinical development, approval and launch of Giapreza and serving as Chief Operating Officer from 2017 to 2019. Prior to La Jolla, Ms. Carver held positions at Spectrum Pharmaceuticals and Allos Therapeutics, leading teams through the development and approval of Belionostat and Folotyn respectively. Her experience in the healthcare industry spans multiple therapeutic areas including oncology, inflammatory disease, shock, iron overload, and anti-infectives. Ms. Carver has played a critical role in negotiating key alliances, evaluation of financing opportunities, and overseeing rapid organizational growth. Ms. Carver earned her B.S.N. and M.B.A. from University of Colorado. We believe that Ms. Carver’s extensive experience working in the biotechnology industry makes her well-qualified to serve as a director. Jess Roper — Director. Mr. Roper has been a director since October 2020. Mr. Roper has considerable financial and audit experience in the sectors of medical device, life sciences, technology, manufacturing, and financial institutions. Mr. Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017 following a fulfilling and rewarding career. During his 12-year tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national publicly traded entity. Mr. Roper previously held financial management positions with two other publicly traded companies and one venture funded company. He has played key roles in two initial public offerings, acquisitions/divestitures, and numerous equity and debt financings. Earlier in his career, Mr. Roper was an auditor with PricewaterhouseCoopers, and a bank and information systems examiner with the Office of the Comptroller of the Currency. He earned a Master of Science in Corporate Accountancy and a Bachelor of Science in Finance. Mr. Roper is a certified public accountant in the state of California. We believe that Mr. Roper is qualified to serve as a director based on his extensive financial and audit experience. Lakhmir Chawla, M.D. — Director. Dr. Chawla is currently the Chief Executive Officer of Exthera Medical. Previously, Dr. Chawla was the Chief Medical Officer of Silver Creek Pharma where he oversaw the Acute Ischemic Stroke development program and initiation of the ARPEGGIO neuroprotection study. Prior to that, Dr. Chawla was the Chief Medical Officer at La Jolla Pharmaceutical Company where he oversaw the development and conduct of the Phase 3 ATHOS-3 trial. Prior to joining La Jolla, Dr. Chawla was a Professor of Medicine at the George Washington University, where he had dual appointments in the Department of Anesthesiology and Critical Care Medicine and in the Department of Medicine, Division of Renal Diseases and Hypertension. Dr. Chawla is an internationally renowned expert in the field of acute kidney injury (AKI) and shock. He is the author of over 160 peer-reviewed publications and a recipient of the International Vicenza Award for Critical Care Nephrology; an award that recognizes individuals who have made seminal clinical research advancements that have significantly improved the care of critically ill patients with AKI and have been adopted worldwide. He remains an active investigator in the fields of AKI biomarkers, AKI risk prediction, AKI therapeutics and chronic kidney disease caused by AKI. Chester S. Zygmont, III — Chief Financial Officer. Mr. Zygmont has been the Company’s Chief Financial Officer since inception. Mr. Zygmont brings over 20 years of experience in finance to the company with a wide range of industry applications. In 2016, Mr. Zygmont Co-Founded Jivanas, a social enterprise that owns and operates a factory in Nepal, that is focused on creating jobs for people at risk for human trafficking. Jivanas has operations in Nepal, Hong Kong, and the USA. During 2013, Mr. Zygmont Co-Founded oOxesis Biotechnology, LLC, a biologics lab that worked on developing therapies for unmet needs. From June 2012 to January 2016, Mr. Zygmont was the Senior Director of Finance, at La Jolla Pharmaceutical Company. During Mr. Zygmont’s tenure at La Jolla, he brought the company to its Nasdaq listing. Prior to La Jolla, Mr. Zygmont served as Managing Director at Z3 Capital, LLC from March 2009 to June 2012. Z3 Capital, LLC, a privately held investment firm, focused on investment acquisition and venture funding for multiple startup companies in real estate, medical device and biotechnology. Mr. Zygmont also served as Vice President at Symmetry Advisors, Inc. a private equity leveraged buyout firm. While at Symmetry, he managed all finance and accounting for its SPAC, was a key player on a $600 million buyout of a portfolio company, and subsequently led the restructuring of its manufacturing division. Mr. Zygmont earned his M.S. in Finance from Baruch College, Zicklin School of Business and his B.A. from Eastern University. Number and Terms of Office of Officers and Directors Our Board is divided into three classes, designated Class A, Class B and Class C, with only one class of directors being elected in each year and each class serving a three-year term. Our officers are appointed by the Board and serve until such person’s successor is appointed or until such person’s earlier resignation, death or removal. Our Board is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chief Executive Officer, President, Secretary, Treasurer, Chief Financial Officer, Vice Presidents and such other offices as may be determined by the Board. Family Relationships There are no family relationships among our directors or executive officers. 71 Involvement in Certain Legal Proceedings None of our directors, executive officers, promoters or control persons has been involved in any events requiring disclosure under Item 401(f) of Regulation S-K. Board Composition Classified Board of Directors In accordance with our amended and restated certificate of incorporation, our board of directors is divided into three classes with staggered three-year terms. At each annual general meeting of stockholders, the successors to the directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. Our directors are divided among the three classes as follows: • The Class A directors are Dr. Chawla and Ms. Carver, and their terms will expire at the annual meeting of stockholders held in 2026; • The Class B directors are Messrs. Rolke and Roper, and their terms will expire at the annual meeting of stockholders held in 2027; and • The Class C director is Dr. Tidmarsh, and his term and his term will expire at the annual meeting of stockholders held in 2025. We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control. Leadership Structure of the Board Our bylaws and corporate governance guidelines provide our board of directors with flexibility to combine or separate the positions of Chairman of the board of directors and Chief Executive Officer. Our board of directors has concluded that our current leadership structure is appropriate at this time. However, our board of directors will continue to periodically review our leadership structure and may make such changes in the future as it deems appropriate. Role of Board in Risk Oversight Process Risk assessment and oversight are an integral part of our governance and management processes. Our board of directors encourages management to promote a culture that incorporates risk management into our corporate strategy and day-to-day business operations. Management discusses strategic and operational risks at regular management meetings and conducts specific strategic planning and review sessions during the year that include a focused discussion and analysis of the risks facing us. Throughout the year, senior management reviews these risks with the board of directors at regular board meetings as part of management presentations that focus on particular business functions, operations or strategies, and presents the steps taken by management to mitigate or eliminate such risks. Our board of directors does not have a standing risk management committee, but rather administers this oversight function directly through our board of directors as a whole, as well as through various standing committees of our board of directors that address risks inherent in their respective areas of oversight. While our board of directors is responsible for monitoring and assessing strategic risk exposure, our audit committee is responsible for overseeing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The audit committee also approves or disapproves any related person transactions. Our nominating and corporate governance committee monitors the effectiveness of our corporate governance guidelines. Our compensation committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking. 72 Attendance of Directors at Board Meetings and Annual Meeting of Stockholders 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. In 2024, the Company held its Annual Meeting of Stockholders which was attended by Mr. Rolke. The Company does not have a policy requiring its directors to attend the Annual Meeting of Stockholders. Board Committees Our board of directors has established an audit committee, a compensation committee and a nominating and corporate governance committee. Our board of directors may establish other committees to facilitate the management of our business. The composition and functions of each committee are described below. Members serve on these committees until their resignation or until otherwise determined by our board of directors. Each committee has adopted a written charter that satisfies the applicable rules and regulations of the SEC rules and regulations and the Nasdaq Listing Rules, which are posted on our website. The reference to our website address does not constitute incorporation by reference of the information contained at or available through our website. Audit Committee Revelation has a separately-designated standing Audit Committee established in accordance with Section 3(a)(58)(A) of the Exchange Act and Nasdaq listing rules. In addition, the board of directors adopted a written charter for the Audit Committee. The Audit Committee’s duties, will include, but are not limited to: • appoints our independent registered public accounting firm; • evaluates the independent registered public accounting firm’s qualifications, independence, and performance; • determines the engagement of the independent registered public accounting firm; • reviews and approves the scope of the annual audit and pre-approves the audit and non-audit fees and services; • reviews and approves all related party transactions on an ongoing basis; • establishes procedures for the receipt, retention and treatment of any complaints received by us regarding accounting, internal accounting controls or auditing matters; • discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterly financial statements; • approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services; • discusses on a periodic basis, or as appropriate, with our management’s policies and procedures with respect to risk assessment and risk management; • consults with management to establish procedures and internal controls relating to cybersecurity; • is responsible for reviewing our financial statements and our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC; • investigates any reports received through the ethics helpline and reports to the board of directors periodically with respect to any information received through the ethics helpline and any related investigations; and • reviews the audit committee charter and the audit committee’s performance on an annual basis. The composition of the Audit Committee consists of Mr. Roper, Dr. Tidmarsh and Ms. Carver, with Mr. Roper as Chair. Mr. Roper qualifies as an audit committee financial expert, as defined by the SEC rules. In addition, Revelation certified to Nasdaq that the Audit Committee has, and will continue to have, at least one member who has past employment experience in finance or accounting, requisite professional certification in accounting, or other comparable experience or background that results in the individual’s financial sophistication, including being or having been a chief executive officer, chief financial officer or other senior officer with financial oversight responsibilities. It has been determined that Mr. Roper satisfies such requirements. 73 Nominating and Governance Committee Revelation’s Nominating and Governance Committee is comprised of Ms. Carver and Drs. Tidmarsh and Chawla, each of whom has been determined to be independent under the Nasdaq Listing Rules. The Nominating and Governance Committee adopted a written charter. Specific responsibilities of the Nominating and Governance Committee include: • identifying, evaluating and selecting, or recommending that board of directors approve, nominees for election to board of directors; • evaluating the performance of board of directors and of individual directors; • reviewing developments in corporate governance practices; • evaluating the adequacy of corporate governance practices and reporting; • reviewing management succession plans; and • developing and making recommendations to the board of directors regarding corporate governance guidelines and matters. Compensation Committee Revelation has a Compensation Committee established in accordance with the Nasdaq Listing Rules. The Compensation Committee is comprised of Drs. Tidmarsh and Chawla and Mr. Roper, each of whom has been determined to be independent under the Nasdaq Listing Rules and is a “non-employee director” as defined in Rule 16b-3 promulgated under the Exchange Act. The chair of Revelation’s compensation committee is Dr. Chawla. The Compensation Committee oversees Revelation’s policies relating to compensation and benefits of its officers and employees. The Compensation Committee reviews and approves or recommends corporate goals and objectives relevant to compensation of its executive officers (other than the Chief Executive Officer), evaluates the performance of these officers in light of those goals and objectives and approves the compensation of these officers based on such evaluations. The Compensation Committee also reviews and approves or makes recommendations to the board of directors regarding the issuance of stock options and other awards under Revelation’s stock plans to its executive officers (other than the Chief Executive Officer). The Compensation Committee reviews the performance of the Chief Executive Officer and makes recommendations to the board of directors with respect to his compensation, and the board of directors retains the authority to make compensation decisions relative to the Chief Executive Officer. The Compensation Committee reviews and evaluates, on an annual basis, the compensation committee charter and the compensation committee’s performance. Compensation Committee Interlocks and Insider Participation No member of the Compensation Committee has ever been an officer or employee of Revelation. None of Revelation’s executive officers serve, or have served during the last fiscal year, as a member of the compensation committee or other board committee performing equivalent functions of any other entity that has one or more executive officers serving as one of Revelation’s directors or on the Compensation Committee. Code of Conduct and Ethics The Revelation Board adopted a Code of Ethics that applies to all its employees including its principal executive and financial officers. Item 11. Executive Officer and Director Compensation. Executive Compensation Overview Each of the Company’s executive officers receives a base salary to compensate them for services rendered to the Company. The base salary is intended to provide a fixed component of compensation reflecting the executive’s skill set, experience, position and responsibilities. Effective as of July 27, 2021, the Company entered into separate Executive Employment Agreements with Messrs. Rolke and Zygmont for their service as Chief Executive Officer and Chief Financial Officer, respectively (collectively, the “Executive Employment Agreements”). The Executive Employment Agreements provide for a term of three years, unless terminated earlier in accordance with their terms. 74 The Executive Employment Agreements provide for an annual base salary of $400,000 for Mr. Rolke and $320,000 for Mr. Zygmont. Messrs. Rolke and Zygmont are also eligible to receive an annual performance bonus targeted at 40% for Mr. Rolke and 35% for Mr. Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”), as well as equity incentive grants as determined by the Board in its sole discretion. On January 6, 2025, the Compensation Committee increased the annual base salary for Mr. Rolke to $589,050 and for Mr. Zygmont to $425,250, retroactive to January 1, 2025 and approved payment of the 2024 annual performance bonuses for Mr. Rolke in the amount of $280,500 and Mr. Zygmont in the amount of $162,000. 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. In addition, the Compensation Committee increased Messrs. Rolke and Zygmont annual performance bonus targets to 50% for Mr. Rolke and 40% for Mr. Zygmont of their respective base salaries or as otherwise determined in the sole discretion of the board (each, an “Annual Bonus”). Pursuant to the Executive Employment Agreements, if his employment is terminated as a result of a “Covered Termination Event” that is not in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to twelve months of severance payments at his then current base salary, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, plus continuation of medical benefits. If Mr. Rolke’s or Mr. Zygmont’s employment is terminated as a result of a “Covered Termination Event” in connection with a change in control of the Company, then each of Messrs. Rolke and Zygmont will be entitled to receive a lump sum payment equal to one times the sum of his then current base salary, plus his target bonus in effect for the year in which his termination of employment occurs, plus a pro-rata portion of his Annual Bonus for the fiscal year in which his termination occurs based on actual achievement of the applicable bonus objectives and/or conditions for such year, continuation of medical benefits and acceleration of vesting of all outstanding and unvested equity-based awards. “Covered Termination Event” means (i) a dismissal or discharge other than for cause and other than by reason of death or disability, or (ii) a voluntary termination for good reason. Historically, our executive compensation program has reflected our growth and development-oriented corporate culture. To date, the compensation of our Chief Executive Officer and President and our other executive officers identified in the 2024 and 2023 Summary Compensation Table below, who we refer to as the named executive officers, has consisted of a combination of base salary, bonuses and long-term incentive compensation in the form of restricted common stock awards and incentive stock options. Our named executive officers who are full-time employees, like all other full-time employees, are eligible to participate in our retirement and health and welfare benefit plans. 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. In connection with our executive compensation program, we will also review whether we are meeting our retention objectives and the potential cost of replacing a key employee. 75 Summary Compensation Table 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 $100,000 during each of the years ended December 31, 2024 and 2023 and were serving as named executive officers as of such date. Our named executive officers for 2024 and 2023 who appear in the Summary Compensation Table are: • James Rolke, our President and Chief Executive Officer; and • Chester S. Zygmont, III, our Chief Financial Officer. The following table sets forth, for the years ended December 31, 2024 and 2023, all compensation paid, distributed or earned for services, including salary and bonus amounts, rendered in all capacities by the Company’s named executive officers. The information contained below represents compensation earned by the Company’s officers for their work related to the Company: Non-equity incentive plan compensation ($) Name and Position Year Salary ($) Bonus ($) (1) Stock-based awards ($) Option-based awards ($) Annual incentive plans Long term incentive plans All other compensation ($) (2) Total compensation ($) James Rolke 2024 561,000 237,500 — — — — 14,726 813,226 CEO 2023 475,000 160,000 — — — — 14,250 649,250 Chester S. Zygmont, III 2024 405,000 142,579 — — — — 16,427 564,006 CFO 2023 356,448 112,000 — — — — 10,693 479,141 ____________ (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. 76 OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END Outstanding Equity Awards The following table provides information regarding the 2021 Equity Incentive Plan awards and the 2020 Equity Incentive Plan awards for each named executive officer outstanding as of December 31, 2024: Option-based Awards Stock-based Awards Name Date of Grant (1) Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Value of unexercised in-the-money options at December 31, 2024 ($) Number of shares or units of shares that have not vested (#) Market or payout value of share awards that have not vested ($) James Rolke, CEO 2/25/2022 5 $ 23,520.00 2/25/2032 — — — Chester S. Zygmont, III, CFO 2/25/2022 1 $ 23,520.00 2/25/2032 — — — ____________ (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. 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. Year 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) Net Loss (millions) (8) 2024 $ 813,226 $ 813,226 $ 564,006 $ 564,006 $ 0.23 $ (15.04 ) 2023 $ 649,250 $ 649,250 $ 479,141 $ 479,141 $ 3.07 $ (0.12 ) (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. 77 (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: James Rolke Summary Compensation Table Total for Fiscal 2024 $ 813,226 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2024 $ 813,226 Summary Compensation Table Total for Fiscal 2023 $ 649,250 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2023 $ 649,250 (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. 78 (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: Chester S. Zygmont, III Summary Compensation Table Total for Fiscal 2024 $ 564,006 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2024 $ 564,006 Summary Compensation Table Total for Fiscal 2023 $ 479,141 Deduct : Stock awards (a) — Deduct : Option awards (b) — Add : Fiscal year-end value of equity awards granted during the fiscal year that are outstanding and unvested (c) — Add : Change in fair value of equity awards granted in prior fiscal years that are outstanding and unvested (d) — Add : Change in fair value of equity awards granted in prior fiscal years that vested during the fiscal year (e) — Add: Value of dividend equivalents accrued on equity awards during the fiscal year — Compensation Actually Paid for Fiscal 2023 $ 479,141 (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. 79 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. (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 $100 invested in our common stock over the three fiscal years presented in the table. The overall alignment of compensation actually paid with our cumulative TSR over the period presented is because a significant portion of the compensation actually paid to our NEOs is comprised of equity awards, the value of which is driven by our stock price. 80 Compensation Actually Paid and Net Loss . As demonstrated by the following graph, the amount of compensation actually paid to our NEOs is not necessarily aligned with our net loss for each of the two fiscal years presented in the table. DIRECTOR COMPENSATION The general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation. Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans. The Company does not pay directors who are part of management for Board service in addition to their regular employee compensation. The Board determines the amount of director compensation. The Board may delegate such authority to the compensation committee. The following table sets forth the total cash and equity compensation paid to our non-employee directors for service on our board of directors during 2024: Name Fees earned or paid in cash ($) Option-based awards ($) Total ($) George Tidmarsh, M.D., Ph.D. 60,000 — 60,000 Jennifer Carver, BSN, MBA 60,000 — 60,000 Jess Roper 60,000 — 60,000 Lakhmir Chawla, M.D. 60,000 — 60,000 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The following table also sets forth information known to us regarding the beneficial ownership of our common stock as of March 3, 2025: • each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our common stock; • each of our current officers and directors; and • all current executive officers and directors of the Company, as a group. 81 Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options and warrants that are currently exercisable or exercisable within 60 days. Shares of common stock issuable pursuant to options or warrants are deemed to be outstanding for purposes of computing the beneficial ownership percentage of the person or group holding such options or warrants but are not deemed to be outstanding for purposes of computing the beneficial ownership percentage of any other person. The beneficial ownership of our common stock is based on 905,228 shares of common stock issued and outstanding as of March 3, 2025. Unless otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all shares of common stock owned by them. Name Number of Shares Beneficially Owned Beneficial Ownership (%) Directors and Officers of Revelation (1) : James Rolke (2) 30,142 3.2 % George F. Tidmarsh M.D., Ph.D. (3) 281 * Jennifer Carver, BSN, MBA (4) 200 * Jess Roper (5) 196 * Lakhmir Chawla, M.D. (6) 181 * Chester S. Zygmont, III (7) 15,090 1.6 % All Directors and Officers as a Group (Six Individuals) 46,090 5.0 % ____________ * Less than one percent. (1) Unless otherwise indicated, the business address of each of the individuals is c/o Revelation Biosciences, Inc., 4660 La Jolla Village Dr., Suite 100, San Diego, CA 92122. (2) Consists of (i) 42 shares of common stock held directly by 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. Rolke. (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. Tidmarsh. (4) Consists of (i) 6 shares of common stock held directly 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. Carver. (5) Consists of (i) 2 shares of common stock held directly 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. Roper. (6) Consists of 181 shares of common stock from the February 11, 2025 RSA grant to Dr. Chawla. (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. Zygmont. 82 Item. 13. Certain Relationships and Related Person Transactions, and Director Independence. Related Party Policy Our Code of Ethics requires us to avoid, wherever possible, all related party transactions that could result in actual or potential conflicts of interests, except under guidelines approved by the board of directors (or the audit committee). Related-party transactions are defined as transactions in which (1) the aggregate amount involved will or may be expected to exceed $120,000 in any calendar year, (2) we or any of our subsidiaries is a participant, and (3) any (a) executive officer, director or nominee for election as a director, (b) greater than 5% beneficial owner of our shares of common stock, or (c) immediate family member, of the persons referred to in clauses (a) and (b), has or will have a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity). A conflict of interest situation can arise when a person takes actions or has interests that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may also arise if a person, or a member of his or her family, receives improper personal benefits as a result of his or her position. Our audit committee, pursuant to its written charter, will be responsible for reviewing and approving related-party transactions to the extent we enter into such transactions. The audit committee will consider all relevant factors when determining whether to approve a related party transaction, including whether the related party transaction is on terms no less favorable to us than terms generally available from an unaffiliated third-party under the same or similar circumstances and the extent of the related party’s interest in the transaction. No director may participate in the approval of any transaction in which he is a related party, but that director is required to provide the audit committee with all material information concerning the transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions. These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer. Director Independence Our board of directors currently consists of five members. Our board of directors has determined that all of our directors, other than Mr. Rolke, qualify as “independent” directors in accordance with the rules of the SEC and the Nasdaq, Marketplace Rules, or the Nasdaq Listing Rules, which the Company has adopted as its independence standards. Mr. Rolke is not considered independent because he is an executive officer of the Company. Under the Nasdaq Listing Rules, the definition of independence includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director nor any of his or her family members has engaged in various types of business dealings with us. In addition, as required by the Nasdaq Listing Rules, our board of directors has made a subjective determination as to each independent director that no relationships exist that, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, our board of directors reviewed and discussed information provided by the directors and us with regard to each director’s relationships as they may relate to us and our management. Item 14. Principal Accountant Fees and Services Baker Tilly US, LLP acted as the Company’s independent registered public accounting firm for the years ended December 31, 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 December 31, 2024 and 2023. Year Ended December 31, 2024 2023 Audit Fees (a) $ 404,568 $ 292,833 Tax Fees (b) 15,900 29,203 Other Fees — — Total $ 420,468 $ 322,036 ____________ (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. 83 Pre-Approval Policies and Procedures All audit-related services, tax services and other services rendered by Baker Tilly US, LLP were pre-approved by the Company’s Board of Directors. Commencing in 2020, the Audit Committee was charged with all pre-approval activities with respect to the Company’s independent registered public accounting firm. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for the Company by its independent registered public accounting firm. Our independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval policy, and the fees for the services performed to date. PART IV Item 15. Exhibits, Financial Statement Schedules. The following documents are filed as part of this Annual Report: EXHIBIT DESCRIPTION 3.1 (1) Third Amended and Restated Certificate of Incorporation 3.2 (2) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 3.3 (3) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 3.4 (4) Amended and Restated Bylaws 4.1 (1) Specimen Common Stock Certificate 4.2 (1) Specimen Warrant Certificate for Public Warrants 4.3 (1) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4 (5) Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 4.5 (5) Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 4.6 (6) Form of Class B Common Stock Warrant dated July 28, 2022 4.7 (6) Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.8 (6) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 4.9 (7) Form of Class C Common Stock Warrant dated February 13, 2023 4.10 (7) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.11 (8) Form of Class D Common Stock Warrant dated February 5, 2024 4.12 (8) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 4.13 (9) Form of Class E Common Stock Warrant dated August 22, 2024 4.14 (10) Form of Class F Common Stock Warrant dated December 3, 2024 4.15 (10) Form of Class G Common Stock Warrant dated December 3, 2024 4.16* Description of Securities 10.1† (11) Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended 10.2† (1) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.3† (1) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.4 (1) Revelation Common Stock Warrant Issued to National Securities Corporation 10.5 (5) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.6 (7) Form of Securities Purchase Agreement dated February 9, 2023 10.7 (7) Form of Placement Agency Agreement Dated February 9, 2023 10.8 (8) Form of Securities Purchase Agreement dated February 1, 2024 10.9 (8) Form of Placement Agency Agreement dated February 1, 2024 14.1 (12) Code of Ethics 14.2* Insider Trader Policy 21.1 (13) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 84 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97 (14) Claw Back Policy 99.1 (12) Audit Committee Charter 99.2 (12) Compensation Committee Charter 99.3 (12) Nominating Committee Charter 101.INS* XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. 101.SCH* Inline XBRL Taxonomy Extension Scema Document 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document 104* Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request. (1) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). (2) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023. (3) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024. (4) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023. (5) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022. (6) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). (7) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023. (8) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 8, 2024. (9) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on August 26, 2024. (10) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on December 6, 2024. (11) Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on April 16, 2024. (12) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023. (13) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. (14) Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 22, 2024 * Filed herewith. † Indicates a management contract or compensatory plan. 85 Item 16. Form 10-K Summary. Not applicable. 86 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. REVELATION BIOSCIENCES, INC. Date: March 6, 2025 By: /s/ James Rolke James Rolke Chief Executive Officer (principal executive officer) KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Chester S. Zygmont, III and Joseph P. Galda, jointly and severally, 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. Date: March 6, 2025 By: /s/ James Rolke Chief Executive Officer and Director Date: March 6, 2025 By: /s/ George F.Tidmarsh, MD, PhD Chairman and Director Date: March 6, 2025 By: /s/ Chester S. Zygmont, III Chief Financial Officer and Principal Accounting Officer Date: March 6, 2025 By: /s/ Jennifer Carver Director Date: March 6, 2025 By: /s/ Jess Roper Director Date: March 6, 2025 By: /s/ Lakhmir Chawla, MD Director 87 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS REVELATION BIOSCIENCES, INC. Report of Independent Registered Public Accounting Firm (PCAOB ID 23 ) F- 2 Consolidated Balance Sheets F- 4 Consolidated Statements of Operations F- 5 Consolidated Statements of Changes in Stockholders’ Equity (Deficit) F- 6 Consolidated Statements of Cash Flows F- 7 Consolidated Notes to the Financial Statements F- 8 – F- 28 F- 1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Stockholders of Revelation Biosciences, Inc. Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Revelation Biosciences, Inc. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, changes in stockholders' equity (deficit), and cash flows for each of the two years in the period ended December 31, 2024, and the related notes (collectively, the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America. Going Concern Uncertainty The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring operating losses and has no revenue sources. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 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 We have served as the Company’s auditor since 2021. San Diego, California March 6, 2025 F- 3 PART I—FINANCIAL INFORMATION Item 1. Consolidated Financial Statements REVELATION BIOSCIENCES, INC. Consolidated Balance Sheets December 31, 2024 December 31, 2023 ASSETS Current assets: Cash and cash equivalents $ 6,499,018 $ 11,991,701 Deferred offering costs — 71,133 Prepaid expenses and other current assets 66,699 84,691 Total current assets 6,565,717 12,147,525 Property and equipment, net 56,332 65,084 Total assets $ 6,622,049 $ 12,212,609 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 783,621 $ 1,359,898 Accrued expenses 1,127,800 1,152,460 Deferred underwriting commissions — 2,911,260 Warrant liability 2,246 141,276 Total current liabilities 1,913,667 5,564,894 Total liabilities 1,913,667 5,564,894 Commitments and Contingencies (Note 4) Stockholders’ equity: Common Stock, $ 0.001 par value; 500,000,000 shares authorized at December 31, 2024 and December 31, 2023 and 522,223 and 16,484 issued and outstanding at December 31, 2024 and December 31, 2023, respectively 522 16 Additional paid-in-capital 45,213,498 32,114,801 Accumulated deficit ( 40,505,638 ) ( 25,467,102 ) Total stockholders’ equity 4,708,382 6,647,715 Total liabilities and stockholders’ equity $ 6,622,049 $ 12,212,609 See accompanying notes to the consolidated financial statements. F- 4 REVELATION BIOSCIENCES, INC. Consolidated Statements of Operations Year Ended December 31, 2024 2023 Operating expenses: Research and development $ 3,548,996 $ 4,145,902 General and administrative 4,426,113 4,510,762 Total operating expenses 7,975,109 8,656,664 Loss from operations ( 7,975,109 ) ( 8,656,664 ) Other (expense) income: Change in fair value of warrant liability 81,441 8,328,937 Other (expense) income, net ( 7,144,868 ) 207,473 Total other (expense) income, net ( 7,063,427 ) 8,536,410 Net loss $ ( 15,038,536 ) $ ( 120,254 ) Net loss per share, basic and diluted $ ( 87.68 ) $ ( 8.44 ) Weighted-average shares used to compute net loss per share, basic and diluted 171,510 14,246 See accompanying notes to the consolidated financial statements. F- 5 REVELATION BIOSCIENCES, INC. Consolidated Statements of Ch anges in Stockholders’ Equity (Deficit) Series A Preferred Stock Common Stock Additional Paid-in Accumulated Total Stockholders’ Shares Amount Shares Amount Capital Deficit Equity Balance as of December 31, 2022 (as previously reported) 1 $ — 77,375 $ 77 $ 26,399,224 $ ( 25,346,848 ) $ 1,052,453 Retrospective application of reverse recapitalization — — ( 72,540 ) ( 72 ) 72 — — Reverse stock split fractional stock round up — — ( 23 ) — — — — Balance at December 31, 2022 1 $ — 4,812 $ 5 $ 26,399,296 $ ( 25,346,848 ) $ 1,052,453 Redemption of Series A Preferred Stock ( 1 ) — — — — — — Issuance of common stock from the February 2023 Public Offering — — 6,017 5 33,469 — 33,474 Class C Pre-Funded Warrants exercise — — 699 1 33 — 34 Alternative cashless exercise of Class C Common Stock Warrants — — 4,948 5 5,526,282 — 5,526,287 RSU awards issued — — 8 — — — — Stock-based compensation expense — — — — 155,721 — 155,721 Net loss — — — — — ( 120,254 ) ( 120,254 ) Balance as of December 31, 2023 — $ — 16,484 $ 16 $ 32,114,801 $ ( 25,467,102 ) $ 6,647,715 Balance as of December 31, 2023 (as previously reported) — $ — 264,537 $ 265 $ 32,114,552 $ ( 25,467,102 ) $ 6,647,715 Retrospective application of reverse recapitalization — — ( 248,029 ) ( 249 ) 249 — — Reverse stock split fractional stock round up — — ( 24 ) — — — — Balance at December 31, 2023 — $ — 16,484 $ 16 $ 32,114,801 $ ( 25,467,102 ) $ 6,647,715 Issuance of common stock from the February 2024 Public Offering — — 8,029 8 5,417,045 — 5,417,053 Class D Pre-Funded Warrants exercise — — 77,282 78 49 — 127 Alternative cashless exercise of Class C Common Stock Warrants — — 212 — 57,589 — 57,589 Common stock issued for services — — 653 1 24,999 — 25,000 Class D Common Stock Warrants exercises — — 6,312 6 241,384 — 241,390 Class D Warrant Inducement exercises — — 159,249 159 3,501,117 — 3,501,276 Class E Common Stock Warrant Inducement exercises — — 254,002 254 3,687,664 — 3,687,918 Stock-based compensation expense — — — — 168,850 — 168,850 Net loss — — — — — ( 15,038,536 ) ( 15,038,536 ) Balance as of December 31, 2024 — $ — 522,223 $ 522 $ 45,213,498 $ ( 40,505,638 ) $ 4,708,382 See accompanying notes to the consolidated financial statements. F- 6 REVELATION BIOSCIENCES, INC. Consolidated Statements of Cash Flows Year Ended December 31, 2024 2023 Cash flows from operating activities: Net loss $ ( 15,038,536 ) ( 120,254 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation expense 168,850 155,721 Issuance of common stock for services 25,000 — Depreciation expense 27,923 25,049 Change in fair value of warrant liability ( 81,441 ) ( 8,328,937 ) Changes in operating assets and liabilities: Prepaid expenses and other current assets 17,992 ( 11,559 ) Deferred offering costs 71,133 82,071 Accounts payable ( 576,277 ) 749,660 Accrued expenses ( 2,935,920 ) 161,963 Net cash used in operating activities ( 18,321,276 ) ( 7,286,286 ) Cash flows from investing activities: Purchase of property and equipment ( 19,171 ) — Net cash used in investing activities ( 19,171 ) — Cash flows from financing activities: Proceeds from the February 2024 Public Offering, net 5,417,053 — Proceeds from the Class D Common Stock Warrants exercises 241,390 — Proceeds from Warrant Inducement exercises, net 3,501,276 — Proceeds from Class D Pre-Funded Warrants exercise 127 — Proceeds from the Class E Common Stock Warrants exercises 3,687,918 — Redemption of Series A Preferred Stock — ( 5,000 ) Proceeds from the February 2023 Public Offering, net — 14,029,974 Proceeds from Class C Pre-Funded Warrants exercise — 34 Net cash provided by financing activities 12,847,764 14,025,008 Net (decrease) increase in cash and cash equivalents ( 5,492,683 ) 6,738,722 Cash and cash equivalents at beginning of period 11,991,701 5,252,979 Cash and cash equivalents at end of period $ 6,499,018 $ 11,991,701 Supplemental disclosure of non-cash investing and financing activities: Fair Value of Class G Common Stock Warrants $ 2,066,429 $ — Fair Value of Class F Common Stock Warrants $ 4,104,680 $ — Fair Value of Class E Common Stock Warrants in connection with the Class D Warrant Inducement $ 4,887,683 $ — Incremental fair value of the Class D Common Stock Warrants in connection with the Class D Warrant Inducement $ 939,679 $ — Equity issuance costs in connection with the Class D Warrant Inducement included in accounts payable $ 25,968 $ — Fair Value of Class D Common Stock Warrants in connection with the February 2024 Public Offering $ 6,269,684 $ — Fair Value of Class C Common Stock Warrants in connection with the February 2023 Public Offering $ — $ 13,996,500 Alternative cashless exercise of Class C Common Stock Warrants $ 57,589 $ 5,526,287 Deferred offering costs included in accounts payable and accrued expenses $ — $ 66,033 See accompanying notes to the consolidated financial statements. F- 7 REVELATION BIOSCIENCES, INC. No tes to the Consolidated Financial Statements 1. Organization and Basis of Presentation Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, 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 On January 17, 2025, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation effecting a reverse stock split on January 28, 2025 with a ratio of 1-for-16 (the “2025 Reverse Split”). As a result of the 2025 Reverse Split, every 16 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2025 Reverse Split. 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. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the 2025 Reverse Split ratio, such that fewer shares are subject to such plans. All share numbers included herein have been retroactively adjusted to reflect the 1-for-16 Reverse Split (see Note 8). On January 22, 2024, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation effecting a reverse stock split on January 25, 2024 with a ratio of 1-for-30 (the “2024 Reverse Split”). As a result of the 2024 Reverse Split, every 30 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the 2024 Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the 2024 Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the 2024 Reverse Split ratio, such that fewer shares are subject to such plans. All share numbers included herein have been retroactively adjusted to reflect the 1-for-30 Reverse Split (see Note 8). Nasdaq Compliance 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. 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. F- 8 Liquidity and Capital Resources Going Concern The Company has incurred recurring losses since its inception, including a net loss of $ 15.0 million for the year ended December 31, 2024. As of December 31, 2024, the Company had an accumulated deficit of $ 40.5 million, a stockholders’ equity of $ 4.7 million and available cash and cash equivalents of $ 6.5 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for 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. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations. The audited consolidated financial statements for December 31, 2024, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern. Basis of Presentation The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The 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. F- 9 2. Summary of Significant Accounting Policies Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimat es and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s consolidated financial statements. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value. Concentrations of Credit Risk Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statements of operations. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years . Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense). Leases The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. F- 10 Research and Development Expenses 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. Patent Costs Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expenses in the consolidated statements of operations. Stock-based Compensation The Company recognizes stock-based compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of historic volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the 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. Income Taxes Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been no unrecognized tax benefits balances. Fair Value Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company has determined that the measurement of the fair value of the Class C Common Stock Warrants (as defined in Note 5) is a Level 3 fair value measurement and uses the Monte-Carlo simulation model for valuation (see Note 10). F- 11 Warrant Liability The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants. The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and 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 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). 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 down. Comprehensive Loss The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented. Segment Reporting Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance. The Company has one operating segment. The Company’s chief operating decision m aker, 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 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). F- 12 3. Balance Sheet Details Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2024 December 31, 2023 Prepaid insurance costs $ 17,198 $ 55,215 Other prepaid expenses & current assets 49,501 29,476 Total prepaid expenses & current assets $ 66,699 $ 84,691 Property and Equipment, Net Property and equipment, net consisted of the following: December 31, 2024 December 31, 2023 Lab equipment $ 151,134 $ 131,963 Total property and equipment, gross 151,134 131,963 Accumulated depreciation ( 94,802 ) ( 66,879 ) Total property and equipment, net $ 56,332 $ 65,084 Depreciation expense was $ 27,923 for year ended December 31, 2024 and $ 25,049 for the year ended December 31, 2023. Accrued Expenses Accrued expenses consisted of the following: December 31, 2024 December 31, 2023 Accrued payroll and related expenses $ 835,724 $ 768,720 Accrued clinical study expenses 183,824 10,268 Accrued professional fees 67,049 219,888 Accrued clinical development costs 41,203 153,584 Total accrued expenses $ 1,127,800 $ 1,152,460 F- 13 4. Commitments and Contingencies Lease Commitments 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 . The Lease contains customary default provisions, representations, warranties and covenants. In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The Company has applied the short-term lease exception as the amendment is less than twelve months . The Lease is classified as an operating lease. Rent expense was $ 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 . Commitments The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. Contingencies From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation. F- 14 5. 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 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. Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 699 shares of common stock at a total purchase price of $ 33.64 . As of December 31, 2024 , there were no Class C Pre-Funded Warrants outstanding. Using a Monte-Carlo simulation model, the Class C Common Stock Warrants were valued in the aggregate at $ 14.0 million and included in the issuance costs of the February 2023 Public Offering and treated as a liability (see Note 10). 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 . 6. 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). F- 15 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). F- 16 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. F- 17 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 . F- 18 7. Preferred Stock Revelation Authorized Preferred Stock 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. Series A Preferred Stock On December 19, 2022, the Company closed the sale of one share of the Company’s Series A Preferred Stock, par value $ 0.001 per share, to its Chief Executive Officer for $ 5,000.00 . The outstanding share of Series A Preferred Stock was automatically redeemed for $ 5,000.00 on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company. 8. Common Stock The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $ 0.001 per share. Common Stock Issuance during the year ended December 31, 2023 On February 13, 2023, the Company issued 6,017 shares of its common stock in connection with the February 2023 Public Offering. The Company received net cash proceeds of $ 14.0 million. 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 . 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 . 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. F- 19 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. As of December 31, 2024 , no cash dividends have been declared or paid. The total shares of common stock reserved for issuance are summarized as follows: December 31, 2024 December 31, 2023 Public Warrants (exercise price of $ 193,200.00 per share) 626 626 Class A Common Stock Warrants (exercise price of $ 55,272.00 per share) 154 154 Class A Placement Agent Common Stock Warrants (exercise price of $ 55,272.00 per share) 22 22 Class B Common Stock Warrants (exercise price of $ 10,080.00 per share) 497 497 Class B Placement Agent Common Stock Warrants (exercise price of $ 12,600.00 per share) 35 35 Class C Common Stock Warrants (exercise price of $ 16.00 per share) 485 1,014 Class D Common Stock Warrants (exercise price of $ 3.849 per share) 5,060 — Class E Common Stock Warrants (exercise price of $ 16.00 per share) 64,506 — Class F Common Stock Warrants (alternative cashless exercise) 508,006 — Class G Common Stock Warrants (exercise price of $ 3.7596 per share) 381,004 — Rollover Warrants (exercise price of $ 45,070.73 per share) 7 7 Rollover RSU awards outstanding 3 3 Stock options outstanding (minimum exercise price $ 571.20 ) 64 64 Shares reserved for issuance 960,469 2,422 Shares available for future stock grants under the 2021 Equity Incentive Plan 10,142 1,288 Total common stock reserved for issuance 970,611 3,710 9. Stock-Based Compensation 2021 Equity Incentive Plan In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years . In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, and began on January 1, 2022, by 10 % of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors. On 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 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 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. Each Rollover RSU award converts to one share of common stock. F- 20 Stock Options The Company has granted stock options which (i) vest fully on the date of grant; (ii) vest 25 % on the one-year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter; or (iii) vest quarterly over one-year, f or grants to Board of Directors, officers and employees. Stock options have a maximum term of 3 or 10 years . The activity related to stock options during the year ended December 31, 2024 is summarized as follows: Shares Weighted-average Exercise Price Weighted-average Remaining Contractual Term (Years) Outstanding at December 31, 2023 64 $ 3,555.83 Granted — — Exercised — — Expired and forfeited — — Outstanding at December 31, 2024 64 $ 3,555.83 5.8 Exercisable at December 31, 2024 64 $ 3,555.83 5.8 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: Volatility 144.2 % Expected term (years) 5.04 Risk-free interest rate 3.60 % Expected dividend yield 0.0 % Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S. Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs. Stock-Based Compensation Expense For the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation expense for the period indicated as follows: Year Ended December 31, 2024 2023 General and administrative: RSU awards $ 97,077 $ 89,533 Stock Options 58,857 56,204 General and administrative stock-based compensation expense 155,934 145,737 Research and development: RSU awards 7,759 7,592 Stock Options 5,157 2,392 Research and development stock-based compensation expense 12,916 9,984 Total stock-based compensation expense $ 168,850 $ 155,721 F- 21 10. Warrants Public Warrants 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. The Company may redeem the Public Warrants at a price of $ 0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $ 302,400 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. Rollover Warrants 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. The fair value of the Rollover Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 115 % Expected term (years) 6 Risk-free interest rate 0.85 % Expected dividend yield 0.0 % Class A Common Stock Warrants 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 . The fair value of the Class A Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class A Placement Agent Common Stock Warrants In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 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 . F- 22 The fair value of the Class A Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 47 % Expected term (years) 5 Risk-free interest rate 1.54 % Expected dividend yield 0.0 % Class B Common Stock Warrants 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 . The fair value of the Class B Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class B Placement Agent Common Stock Warrants In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 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 . The fair value of the Class B Placement Agent Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 144 % Expected term (years) 5 Risk-free interest rate 2.69 % Expected dividend yield 0.0 % Class C Pre-Funded Warrants In connection with the February 2023 Public Offering, the Company issued pre-funded warrants to purchase up to 699 shares of common stock at an exercise price of $ 0.048 per share. Between February 14, 2023 and April 6, 2023, the Company received notices of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 699 shares of common stock at a total purchase price of $ 33.64 . As of December 31, 2024 , there were no Class C Pre-Funded Warrants outstanding. Class C Common Stock Warrants In connection with the February 2023 Public Offering, the Company issued 6,450,000 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 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 F- 23 changes in their respective fair values recognized in the consolidated statements of operations at each reporting date. Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because liability-classified financial instruments are initially and subsequently carried at fair value, the Company’s financial results will reflect the volatility in these estimate and assumption changes. Changes in fair value are recognized as a component of other (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, 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: Volatility 100 % Expected term (years) 5 Risk-free interest rate 4.20 % Expected dividend yield 0.0 % F- 24 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: Volatility 95 % Expected term (years) 5 Risk-free interest rate 3.77 % Expected dividend yield 0.0 % 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 . 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 . The fair value of the Class G Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions: Volatility 100 % Expected term (years) 5 Risk-free interest rate 4.38 % Expected dividend yield 0.0 % F- 25 11. Income Taxes 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. The difference between the provision for income taxes and income taxes computed using the effective U.S. federal statutory rate is as follows: Year Ended December 31, 2024 2023 Federal tax statutory rate 21.0 % 21.0 % State tax, net of federal benefit 7.2 7.2 Non-taxable change in fair value of warrant liability 0.2 1,953.2 Research and development credits 0.5 37.8 Change in valuation allowance ( 28.9 ) ( 2,019.2 ) Effective tax rate — % — % Significant components of the Company’s deferred tax assets are as follows: Year Ended December 31, 2024 2023 Net operating loss carryforwards $ 10,949,394 $ 7,281,811 Research and development credits 446,160 370,145 Capitalized research and development costs 2,122,632 1,716,037 Capitalized start-up costs 922,340 799,367 Other, net 478,830 336,564 Total gross deferred tax assets 14,919,356 10,503,924 Valuation allowance ( 14,919,356 ) ( 10,503,924 ) Net deferred tax assets $ — $ — As of December 31, 2024 and 2023, a full valuation allowance of $ 14,919,356 and $ 10,503,924 , respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets. The valuation allowance increased by $ 4,415,432 and $ 2,003,941 in 2024 and 2023, respectively, due to the increase in the deferred tax assets by the same amount; primarily due to net operating loss carryforwards and the mandatory capitalization of qualified research and development expenses in 2023. As of December 31, 2024, the Company had federal and state net operating loss carryforwards of $ 36,356,115 and $ 48,464,356 , respectively. As of December 31, 2023, the Company had federal and state net operating loss carryforwards of $ 23,777,049 and $ 33,468,573 , respectively. Federal net operating losses carryforward indefinitely. State net operating loss carryforwards will begin to expire in 2026 . The Company had estimated federal research and development credit carryforwards of $ 93,915 as of December 31, 2024 and 2023 . The federal research tax credit carryforwards will begin to expire in 2040 . 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. Pursuant to Section 382 and 383 of the Internal Revenue Code (“IRC”), utilization of the Company’s federal net operating loss carryforwards and research and development credit carryforwards may be subject to annual limitations in the event of any significant future changes in its ownership structure. These annual limitations may result in the expiration of net operating loss and research and development credit carryforwards prior to utilization. The Company has not completed an IRC Section 382 and 383 analyses regarding the limitation of net operating loss and research and development credit carryforwards. No liability is recorded on the financial statements related to uncertain tax positions. There are no unrecognized tax benefits as of December 31, 2024 and 2023. The Company does not expect that uncertain tax benefits will materially change in the next 12 months. The Company’s policy is to record estimated interest and penalties related to uncertain tax benefits as income tax expense. As of December 31, 2024 and 2023 , the Company had no accrued interest or penalties recorded related to uncertain tax positions. F- 26 The Company is subject to taxation in the U.S. and various state jurisdictions. The Company’s tax returns since inception are subject to examination by the U.S. and various state tax authorities. The Company is not currently undergoing a tax audit in any federal or state jurisdiction. 12. 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: Year Ended December 31, 2024 2023 Segment operating expenses: Research and development: GEM-AKI, GEM-CKD and GEM-PSI clinical study expenses $ 1,681,731 $ 209,702 Manufacturing expenses 390,022 697,429 Other program expenses (1) 77,679 2,190,493 Other expenses (2) 172,369 282,948 Personnel expenses (including stock-based compensation) 1,227,195 765,330 General and administrative 4,426,113 4,510,762 Change in fair value of warrant liability ( 81,441 ) ( 8,328,937 ) Other (expense) income, net (3) 7,144,868 ( 207,473 ) Net loss $ ( 15,038,536 ) $ ( 120,254 ) (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. 13. 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. F- 27 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 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. F- 28