What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-02-26 compared with 2025-03-06 · 497 added, 430 removed, 810 unchanged (53% of the section changed)

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Executive Officers and Directors

The following table sets forth information regarding our executive officers and directors, including their ages as of March 3, 2025:

The following table sets forth information regarding our executive officers and directors, including their ages as of February 23, 2026:

BOARD OF DIRECTORS

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

Chairman and Director

Director and Chief Executive Officer

Chairman, Director, and Chief Executive Officer

Jennifer Carver, BSN, MBA

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EXECUTIVE OFFICERS

Director and Chief Executive Officer

Chairman, Director, and Chief Executive Officer

Chief Financial Officer

Our Director and Executive Officers

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

Tidmarsh has been Chairman of the Company since its inception in May 2020.

Tidmarsh received his M.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.

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.

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

James Rolke — Chairman, Director, and Chief Executive Officer.

Rolke cofounded and has been the Chief Executive Officer and a director of Revelation since its inception in May 2020 and Chairman of Revelation since May 2025.

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

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Roper has considerable financial and audit experience in the sectors of medical device, life sciences, technology, manufacturing, and financial institutions.

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

Roper served on the Board of Directors and as Chair of the Audit Committee of Biolase from 2018 to 2024.

Roper previously served as Senior Vice President and Chief Financial Officer of Dexcom, retiring in 2017.

During his 12-year tenure, Dexcom transitioned from a pre-revenue privately held medical device company to a multi-national publicly traded entity.

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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.

The Board has determined that James Rolke and Chester.

Zygmont, III are the only “executive officers” for the purposes of applicable SEC rules.

Family Relationships

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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.

At each annual 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 A director is Ms.

Carver, and her term will expire at the annual meeting of stockholders held in 2026;

• The Class B directors are Messrs.

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• The Class C director is Dr.

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

Chawla, and his term and his term will expire at the annual meeting of stockholders held in 2028.

We expect that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors.

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Attendance of Directors at Board Meetings and Annual Meeting of Stockholders

During 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.

During 2025, the Board of Directors met four times, the Compensation Committee met two times, the Nominating and Corporate Governance Committee met one time, and the Audit Committee met four times.

Each director attended at least 100% of the aggregate number of meetings held during his or her term of service.

In 2025, the Company held its Annual Meeting of Stockholders which was attended by Mr.

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The composition of the Audit Committee consists of Mr.

Tidmarsh and Ms.

Chawla and Ms.

Carver, with Mr.

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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.

Roper and Dr.

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

The Nominating and Governance Committee adopted a written charter.

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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.

The Compensation Committee is comprised of Dr.

Carver 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.

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Rolke and $514,700 for Mr.

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.

Zygmont, which was set by the Compensation Committee on January 8, 2026, retroactive to January 1, 2026, and approved payment of the 2025 annual performance bonuses for Mr.

Rolke in the amount of $441,788 and Mr.

Zygmont in the amount of $255,150.

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”).

Rolke and Zygmont are also eligible to receive an annual performance bonus targeted at 55% for Mr.

Rolke, which was increased from 45%, and 40% for Mr.

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.

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Our named executive officers for 2025 and 2024 who appear in the Summary Compensation Table are:

• James Rolke, our President and Chief Executive Officer;

• James Rolke, our Chairman, Director, and Chief Executive Officer;

Zygmont, III, our Chief Financial Officer.

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The information contained below represents compensation earned by the Company’s officers for their work related to the Company:

incentive plan

Non-equity incentive plan compensation

Name and Position

Stock-based awards

Option-based awards

Annual incentive plans

Long term incentive plans

All other compensation ($) (2)

Total compensation ($)

Chairman, Director, and CEO

(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 2025 and 2024 performance, respectively, but paid to such officers during fiscal 2026 and 2025, 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.

2025 Grants of Plan-Based Awards Table

The following table provides information regarding each grant of an award made to each named executive officer during the year ended December 31, 2025:

Estimated Future Payouts Under Equity Incentive Plan Awards

Type of Award

All Other Stock Awards:

Number of Shares of Stock or Units (#)

All Other Option Awards:

Number of Shares Underlying Options (#)

Exercise or Base Price of Option Awards

Grant Date Fair Value of Stock Awards

(1) Amounts in this column reflect the aggregate grant date fair value of awards of restricted stock granted in 2025 under our 2021 Plan and computed in accordance with ASC Topic 718.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

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That Have Not

James Rolke, CEO

James Rolke, Chairman, Director, and CEO

Zygmont, III, CFO

(1) The stock options vest 25% on the one-year anniversary of the grant date, and thereafter quarterly over a three-year period, subject to continued service through each such vesting date.

(1) The stock awards vest quarterly over one year from the date of grant, subject to continued service through each such vesting date.

Option Exercises and Stock Vested

The following table provides, for each named executive officer, the number of shares of common stock acquired upon the exercise of stock options and the vesting of stock awards during the fiscal year ended December 31, 2025, and the aggregate dollar value realized upon such exercises and vesting:

Option awards

Number of shares acquired on exercise

Value realized on exercise

Number of shares acquired on vesting

Value realized on vesting

James Rolke, Chairman, Director, and CEO

Zygmont, III, CFO

Pay Versus Performance Disclosure

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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.

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 three fiscal years, as well as our total stockholder return and net loss for each of the past three fiscal years.

Summary Compensation Table Total for PEO (1)

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Compensation Actually Paid for Fiscal 2024

Summary Compensation Table Total for Fiscal 2023

Stock awards (a)

Option awards (b)

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

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

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

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

Compensation Actually Paid for Fiscal 2023

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

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Compensation Actually Paid for Fiscal 2024

Summary Compensation Table Total for Fiscal 2023

Stock awards (a)

Option awards (b)

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

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

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

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

Compensation Actually Paid for Fiscal 2023

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

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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.

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 three fiscal years presented in the table.

DIRECTOR COMPENSATION

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Fees Earned or

Stock-Based Awards ($) (2)

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

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Lakhmir Chawla, M.D.

(1) On May 23, 2025, Dr.

Tidmarsh resigned from his position on the Company’s board of directors.

(2) Amounts in this column reflect the aggregate grant date fair value of awards of restricted stock granted in 2025 under our 2021 Plan and computed in accordance with ASC Topic 718.

These amounts reflect the accounting cost for these RSAs and do not represent the actual economic value that may be realized by the director.

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:

The following table also sets forth information known to us regarding the beneficial ownership of our common stock as of February 23, 2026:

each person who is, or is expected to be, the beneficial owner of more than 5% of the outstanding shares of our common stock;

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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.

The beneficial ownership of our common stock is based on 3,720,420 shares of common stock issued and outstanding as of February 23, 2026.

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.

Five Percent Holders:

Armistice Capital Master Fund Ltd.

Directors and Officers of Revelation (2) :

James Rolke (3)

Tidmarsh M.D., Ph.D.

Jennifer Carver, BSN, MBA (4)

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Zygmont, III (7)

All Directors and Officers as a Group (Six Individuals)

All Directors and Officers as a Group (Five Individuals)

* Less than one percent.

(1) The securities are held by Armistice Capital Master Fund Ltd., (“Armistice Master Fund”), and may be deemed to be beneficially owned by:

(i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Armistice Master Fund;

and (ii) Steven Boyd, as the Managing Member of Armistice Capital.

The address of Armistice Capital Master Fund Ltd.

is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022.

Shares beneficially owned is based on 288,332 shares of common stock reported on Form 13G/A with the SEC on February 17, 2026 and 90,893 shares of common stock issuable within 60 days held in abeyance from the Class I Warrant Inducement.

(2) 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.

(3) Consists of (i) 91,645 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.

(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.

Rolke and (ii) 16,651 shares of common stock issuable within 60 days due to vesting of RSU grants.

(4) Consists of (i) 2,262 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 and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants.

(5) Consists of (i) 2,332 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.

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

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

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

Roper and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants.

(6) Consists of (i) 1,662 shares of common stock held directly by Mr.

Chawla and (ii) 2,624 shares of common stock issuable within 60 days due to vesting of RSU grants.

(7) Consists of (i) 85,811 shares of common stock held by The Zygmont Family Trust Dated October 25, 2016, (ii) 2 shares of common stock held by Czeslaw Capital Fund, LLC, and (iii) 2,443 shares of common stock issuable within 60 days due to vesting of RSU grants to Mr.

Certain Relationships and Related Person Transactions, and Director Independence.

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Director Independence

Our board of directors currently consists of five members.

Our board of directors currently consists of four members.

Our board of directors has determined that all of our directors, other than Mr.

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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, 2025 and 2024.

Audit Fees (a)

(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.

Audit Fees (1)

(1) 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.

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

Pre-Approval Policies and Procedures

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Third Amended and Restated Certificate of Incorporation

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

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

Amendment to the Third Amended and Restated Certificate of Incorporation, effective February 1, 2023

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

Amendment to the Third Amended and Restated Certificate of Incorporation, effective July 7, 2025

Amended and Restated Bylaws

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dated February 5, 2024

Form of Warrant Agency Agreement with Continental Stock Transfer & Co., dated May 29, 2025

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

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

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

Form of Class H Common Stock Warrant, dated May 29, 2025

Form of Class I Common Stock Warrant, dated September 11, 2025

Form of Class J Common Stock Warrant, dated January 23, 2026

Description of Securities

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Form of Securities Purchase Agreement dated February 9, 2023

Form of Placement Agency Agreement Dated February 9, 2023

Form of Securities Purchase Agreement dated February 1, 2024

Form of Securities Purchase Agreement, dated May 28, 2025

Form of Placement Agency Agreement dated February 9, 2023

Form of Placement Agency Agreement dated February 1, 2024

Form of Placement Agency Agreement, dated May 28, 2025

Form of Inducement Letter, dated January 23, 2026

Code of Ethics

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XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.

Inline XBRL Taxonomy Extension Scema Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

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Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 9, 2025.

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

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

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

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on June 4, 2025.

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

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

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

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on September 15, 2025

Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on June 6, 2025.

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

Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 6, 2025.

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

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REVELATION BIOSCIENCES, INC.

March 6, 2025

February 26, 2026

/s/ James Rolke

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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.

March 6, 2025

February 26, 2026

/s/ James Rolke

Chief Executive Officer and Director

March 6, 2025

/s/ George F.Tidmarsh, MD, PhD

Chairman and Director

March 6, 2025

February 26, 2026

/s/ Chester S.

Chief Financial Officer and Principal Accounting Officer

March 6, 2025

February 26, 2026

/s/ Jennifer Carver

March 6, 2025

February 26, 2026

/s/ Jess Roper

March 6, 2025

February 26, 2026

/s/ Lakhmir Chawla, MD

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Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

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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.

To the Shareholders and the Board of Directors of

Revelation Biosciences, Inc.

Opinion on the Financial Statements

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

(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity (deficit), and cash flows for the year s then ended, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the consolidated results of its operations and its cash flows for the years then ended, 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.

As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has no revenue sources.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

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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.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit s .

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 the 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.

We conducted our audit s 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.

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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.

We believe that our audit s provide a reasonable basis for our opinion.

Critical Audit Matters

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

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

Critical audit matters are matters arising from the current period audit of the consolidated 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 consolidated 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

San Diego, CA

February 26, 2026

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

San Diego, California

March 6, 2025

PART I—FINANCIAL INFORMATION

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Cash and cash equivalents

Deferred offering costs

Prepaid expenses and other current assets

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Property and equipment, net

Operating lease right-of-use asset

LIABILITIES AND STOCKHOLDERS’ EQUITY

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Accrued expenses

Deferred underwriting commissions

Warrant liability

Operating lease liability

Total current liabilities

Operating lease liability, net of current portion

Total liabilities

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Loss from operations

Other (expense) income:

Other income (expense):

Change in fair value of warrant liability

Other (expense) income, net

Total other (expense) income, net

Other income (expense), net

Total other income (expense), net

Deemed dividends

Net loss attributable to common stockholders

Net loss per share, basic and diluted

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REVELATION BIOSCIENCES, INC.

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

Preferred Stock

Consolidated Statements of Ch anges in Stockholders’ Equity

Stockholders’

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Balance at December 31, 2023

Redemption of Series A Preferred Stock

Issuance of common stock from the February 2024 Public Offering

Class C Pre-Funded Warrants exercise

Class D Pre-Funded Warrants exercises

Alternative cashless exercise of Class C Common Stock Warrants

RSU awards issued

Common stock issued for services

Class D Common Stock Warrants exercises

Class D Warrant Inducement exercises

Class E Common Stock Warrant Inducement exercises

Stock-based compensation expense

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Balance at December 31, 2024

Issuance of common stock from the February 2024 Public Offering

Class D Pre-Funded Warrants exercise

Alternative cashless exercise of Class C Common Stock Warrants

Common stock issued for services

Class D Common Stock Warrants exercises

Class D Warrant Inducement exercises

Class E Common Stock Warrant Inducement exercises

Alternative cashless exercise of Class F Common Stock Warrants

Issuance of RSA's

Issuance of common stock from the May 2025 Public Offering

Class H Pre-Funded Warrants exercises

Class H Common Stock Warrants exercises

Class H Warrant Inducement exercises

Issuance of common stock for rollover RSU awards

Stock-based compensation expense

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Stock-based compensation expense

Issuance of common stock for services

Depreciation expense

Non-cash lease expense

Loss on disposal of equipment

Change in fair value of warrant liability

Issuance of common stock for services

Changes in operating assets and liabilities:

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Accrued expenses

Operating lease liability

Net cash used in operating activities

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Cash flows from financing activities:

Proceeds from the May 2025 Public Offering, net

Proceeds from Class H Pre-Funded Warrants exercises

Proceeds from the Class H Common Stock Warrants exercises

Proceeds from Warrant Inducement exercises, net

Proceeds from the February 2024 Public Offering, net

Proceeds from the Class D Common Stock Warrants exercises

Proceeds from Warrant Inducement exercises, net

Proceeds from Class D Pre-Funded Warrants exercise

Proceeds from Class D Pre-Funded Warrants exercises

Proceeds from the Class E Common Stock Warrants exercises

Redemption of Series A Preferred Stock

Proceeds from the February 2023 Public Offering, net

Proceeds from Class C Pre-Funded Warrants exercise

Net cash provided by financing activities

Net (decrease) increase in cash and cash equivalents

Net increase (decrease) in cash and cash equivalents

Cash and cash equivalents at beginning of period

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Supplemental disclosure of non-cash investing and financing activities:

Alternative cashless exercises of Class F Common Stock Warrants

Fair Value of Class H Common Stock Warrants in connection with the May 2025 Public Offering

Fair Value of Class I Common Stock Warrants in connection with the Class H Warrant Inducement

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

Deemed dividend for exercise price reductions of warrants

Operating lease right-of-use asset exchanged for lease liability

Fair Value of Class G Common Stock Warrants

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

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

Alternative cashless exercise of Class C Common Stock Warrants

Deferred offering costs included in accounts payable and accrued expenses

See accompanying notes to the consolidated financial statements.

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Revelation Biosciences, Inc.

(collectively with its wholly-owned subsidiaries, 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”).

(collectively with its wholly-owned subsidiary, 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”) and GEM-CKD as a treatment for chronic kidney disease (“CKD”) (together the “Product Candidates”).

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.

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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”).

On January 28, 2026, the Company effected a reverse stock split of its common stock with a ratio of 1-for-4 (the “2026 Reverse Split”).

As a result of the 2026 Reverse Split, every 4 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 2026 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”).

any fractional shares were rounded up to the nearest whole share.

All share numbers included herein have been retroactively adjusted to reflect the 2026 Reverse Split.

On July 7, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-3 (the “July 2025 Reverse Split”).

As a result of the July 2025 Reverse Split, every 3 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock.

No fractional shares were outstanding following the July 2025 Reverse Split;

any fractional shares were rounded up to the next whole share.

All share numbers included herein have been retroactively a djusted to reflect the July 2025 Reverse Split.

On January 28, 2025, the Company effected a reverse stock split of its common stock with a ratio of 1-for-16 (the “January 2025 Reverse Split”).

As a result of the January 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 January 2025 Reverse Split;

any fractional shares were rounded down to the nearest whole share.

All share numbers included herein have been retroactively adjusted to reflect the January 2025 Reverse Split.

On January 25, 2024, the Company effected a reverse stock split of its common stock 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.

any fractional shares were rounded up to the nearest whole share.

All share numbers included herein have been retroactively a djusted to reflect the 2024 Reverse Split.

In connection with each of the reverse stock splits described above, proportionate adjustments were made to all of the 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 plan were proportionately adjusted.

Liquidity and Capital Resources

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The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts.

The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for GEM-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.

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 the Product Candidates 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, which includes $ 10.7 million as of December 31, 2025, combined with approxi mately $ 6.7 million i n net proceeds received in January 2026 in connection with a warrant inducement transaction (see Note 12), will be sufficient to sustain operations within one-year after the date that the Company’s audited financial statements for December 31, 2025 were issued, which raises substantial doubt about its ability to continue as a going concern.

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

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

and its wholly owned subsidiaries.

and its wholly owned subsidiary.

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

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified to conform with the current period presentation format.

These reclassifications had no effect on our total assets, total liabilities, or net loss.

Summary of Significant Accounting Policies

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Income generated from cash held in savings accounts is recorded as interest income.

The carrying value of the Company’s savings accounts is included in cash and approximates the fair value.

Concentrations of Credit Risk

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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

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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).

The Company determines if an arrangement is a lease at inception.

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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.

The Company has elected the practical expedient which allows the Company to not allocate consideration between lease and non-lease components.

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.

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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 stock-based compensation expense related to stock options, third-party warrants, restricted stock awards (“RSAs”), and restricted stock units (“RSUs”) 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 historical volatility, term, risk-free rate, and future dividends.

The fair value of RSAs and RSUs is determined based on the Company’s stock price on the date of grant.

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

The Company recognizes forfeitures as they occur.

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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).

Warrant Liability

The Company believes the carrying amount of cash and cash equivalents, accounts payable and accrued expenses approximate their estimated fair values due to the short-term nature of these assets and liabilities.

Th e Company has determined that the measurement of the fair value of the Class C Common Stock Warrants is a Level 3 fair value measurement, for which the Company has historically valued using a Monte-Carlo simulation model for valuation.

As of December 31, 2025 and 2024, the Company determined that the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balance sheets, is insignificant.

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”).

The Company accounts for its common stock warrants in accordance with Accounting Standards Codification (“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.

Common stock warrants that meet all the criteria for equity classification are recorded as a component of additional paid-in capital.

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.

The Company follows the guidance in 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.

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

The weighted-average number of shares used to compute basic and diluted net loss per share includes shares held in abeyance because there is no consideration required for delivery of the shares and excludes shares of restricted stock that are issued but unvested.

The potential common share equivalents that are not included in the calculation of diluted net loss per common share but could potentially dilute basic earnings per share in the future are as follows:

Common stock warrants

Stock options

Total potentially dilutive securities

Comprehensive Loss

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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).

The Company’s chief operating decision m aker, which is the Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance (see Note 11 f or 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).

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-09, Income Taxes (Topic 740)–Improvements to Income Tax Disclosures (“ASU 2023-09”) .

The new standard requires entities to expand their existing income tax disclosures, specifically related to the rate reconciliation and income taxes paid.

The Company adopted this ASU during the year ended December 31, 2025 on a prospective basis.

In November 2024, the FASB issued ASU No.

2024-03, Disaggregation of Income Statement Expenses (“ASU 2024-03”) .

ASU 2024-03 requires additional disclosures and disaggregation of certain costs and expenses presented on the face of the income statement.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact of this guidance on its consolidated financial statements.

Balance Sheet Details

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Prepaid expenses and other current assets consisted of the following:

Deposit on lab equipment

Prepaid insurance costs

Other prepaid expenses & current assets

Total prepaid expenses & current assets

Total prepaid expenses & other current assets

Property and Equipment, Net

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Total property and equipment, net

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

Depreciation expense was $ 27,058 and $ 27,923 for the years ended December 31, 2025 and 2024, respectively.

Accrued Expenses

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Accrued payroll and related expenses

Accrued clinical study expenses

Accrued professional fees

Accrued clinical development costs

Accrued professional fees

Accrued clinical study expenses

Accrued other expenses

Total accrued expenses

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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 .

The Company leases office space located at 4660 La Jolla Village Dr., Suite 100, San Diego, California, through a month-to-month rental agreement, with monthly rent of $ 151 .

Beginning in February 2021, the Company leased 2,140 square feet of laboratory space in San Diego, California (the “Lease”).

In December 2024, the Company signed an amendment extending the Lease term until February 28, 2025.

The base monthly rent was equal to $ 5,350 , and the Company was required to maintain a security deposit of approximately $ 6,000 .

The L ease contained customary default provisions, representations, warranties and covenants.

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

In 2024 upon amending the lease agreement, the Company applied the short-term lease exception as the amendment was less than twelve months .

The Lease was classified as an operating lease.

Subsequent to the expiration of the Lease, the Company began leasing the same space on a month-to-month basis with monthly rent of $ 5,350 per month, through December 31, 2025.

In November 2025, the Company entered into a new lease for laboratory and office space (the “Oberlin Lease”), which commenced on December 1, 2025.

The Oberlin Lease, which is an operating lease, has a non-cancelable term of three years , with one three-year renewal option at fair market value.

The exercise of the renewal option is not recognized as part of the right-of-use asset and lease liability, as the Company did not conclude that the exercise of renewal was reasonably certain to occur.

The Oberlin Lease requires base monthly rent of approximately $ 33,000 which escalates annually by 3 %, and contains provisions for free rent periods and an allowance for tenant improvements of up to approximately $ 54,000 .

In addition to base rent, the Oberlin Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises, which represent variable lease costs.

On the lease commencement date, the Company recognized a right-of-use asset and lease liability of approximately $ 741,000 on its consolidated balance sheet.

As the Oberlin Lease does not provide an implicit rate, the Company used its incremental borrowing rate of 9.5 %, which was determined using a set of peer companies’ incremental borrowing rates.

As of December 31, 2025, the remaining lease term of the Oberlin Lease was 2.9 years.

A summary of total lease costs relating to the Company’s leases is as follows:

Operating lease cost

Short-term lease cost

Variable lease cost

Total lease cost

Future minimum lease payments under the Oberlin Lease as of December 31, 2025 is as follows:

Year Ended December 31,

Total lease payments

Less interest

Total lease liability

Current portion of lease liability

Lease liability, net of current portion

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

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

2 023 Public Offering

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

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

February 2024 Public Offering

On February 5, 2024, the Company closed a public offering of 670 shares of its common stock, 6,441 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 14,219 shares of common stock with an initial exercise price of $ 869.76 , which expire on February 5, 2029 (the “Class D Common Stock Warrants”).

Net cash proceeds to the Company from the offering were $ 5.4 million and issuance costs were $ 0.8 million, including placement agent fees.

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

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

D uring 2024, all of the Class D Pre-Funded Warrants, and certain of the Class D Common Stock Warrants were exercised.

See additional discussion below under Class D Warrant Inducement and Common Stock Issuances during the year ended December 31, 2024.

Also, see Note 9 for additional information regarding the Class D Common Stock Warrants.

Roth Capital Partners, LLC (“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 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 .

2 024 Public Offering

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

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

Roth was engaged by the Company to act as its exclusive placement agent for the February 2024 Public Offering.

The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the public offering, totaling $ 0.5 million of issuance costs.

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

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

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

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

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

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

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

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

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

Class D Warrant Inducement

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

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

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

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

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

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

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

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

On August 21, 2024, the Company entered into warrant exercise inducement offer letters (the “Class D Warrant Inducement”) with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 13,271 shares of its common stock, at a reduced exercise price of $ 288.00 per share.

In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933.

In connection with the Class D Warrant Inducement, the Company paid Roth a cash fee of approximately $ 0.3 million for its services.

The Company received net cash proceeds of approximately $ 3.5 million, net of issuance costs of $ 0.3 million.

The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

The Class E Common Stock Warrants issued in the private placement were registered on Form S-3 (File No.

333-281909) with the SEC and declared effective on September 12, 2024.

In addition, see Note 9 for additional information regarding the Class E Common Stock Warrants.

The Class D Warrant Inducement, which resulted in the issuance of the Class E Common Stock Warrants in exchange for the cash exercise of the Class D Common Stock Warrants and a reduction of the Class D Common Stock Warrants exercise price, was 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 holders of the Class D Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class D Common Stock Warrants, which raised equity capital and generated net proceeds for the Company .

As the Class D Common Stock Warrants and the Class E Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 0.9 million as an equity issuance cost.

The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class D Common Stock Warrants immediately before and after the warrant modification (see Note 9).

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.

On December 3, 2024, the Company entered into warrant exercise inducement offer letters (the “Class E Warrant Inducement”) with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 21,167 shares of common stock with an exercise price of $ 192.00 per share.

In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 21,168 shares of its common stock and Class G Common Stock Warrants exercisable fo r 31,751 sha res of its common stock.

The Class E Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act.

In connection with the Class E Warrant Inducement, the Company agreed to pay Roth a cash fee of $ 0.3 million for its services, in addition to reimbursement for certain expenses.

The Company received net cash proceeds of approximately $ 3.7 million, net of issuance costs of $ 0.4 million.

The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No.

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

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

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

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

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

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

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

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

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

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

The Class F Common Stock Warrants and the Class G Common Stock Warrants issued in the private placement were registered on Form S-3 (File No.

333-283764), which was declared effective on December 20, 2024.

See Note 9 for additional information regarding the Class F Common Stock Warrants and the Class G Common Stock Warrants.

The Class E Warrant Inducement, which resulted in the issuance of the Class F Common Stock Warrants and the Class G Common Stock Warrants in exchange for the cash exercise of the Class E Common Stock Warrants, was considered a warrant modification under the guidance of 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 holders of the Class E Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class E Common Stock Warrants, which raised equity capital and generated net proceeds for the Company .

As the Class E Common Stock Warrants, the Class F Common Stock Warrants, and Class G Common Stock Warrants were classified as equity instruments before and after the warrant modification, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 6.2 million as an equity issuance cost.

The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class E Common Stock Warrants immediately before and after the warrant modification (see Note 9).

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 56,250 shares of its common stock, 247,084 pre-funded warrants to purchase shares of common stock with an exercise price of $ 0.0012 which did not have an expiration date (the “Class H Pre-Funded Warrants”) and 14,560,000 warrants to purchase 1,213,334 shares of common stock with an initial exercise price of $ 13.20 which expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $ 13.20 per share of common stock and associated Class H Common Stock Warrants, or $ 13.19 per Class H Pre-Funded Warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”).

Net cash proceeds to the Company from the offering were $ 3.4 million.

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

333-287423), as amended, that was declared effective by the SEC on May 28, 2025.

D uring 2025 all of the Class H Pre-Funded Warrants and certain of the Class H Common Stock Warrants were exercised.

See additional discussion below under Class H Warrant Inducement and Common Stock Issuances during the year ended December 31, 2025.

See Note 9 for additional information regarding the Class H Common Stock Warrants.

Roth was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering.

The Company paid Roth a cash fee equal to 8.0 % of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $ 0.3 million.

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants.

In accordance with ASC 260 , the Company recorded a deemed dividend of approximately $ 3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

Class H Warrant Inducement

On September 10, 2025, the Company entered into warrant exercise inducement offer letters (the “Class H Warrant Inducement”) with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 1,088,750 shares of its common stock, at an exercise price of $ 6.60 per share.

In exchange, the Company agreed to issue 3,266,250 Class I Common Stock Warrants.

The Class H Warrant Inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act.

In connection with the Class H Warrant Inducement, the Company paid Roth a ca sh fee of approximately $ 0.8 million for its service s.

The Company received net cash proceeds of approxim ately $ 8.7 m illion, which is net of issuance costs of approxima tely $ 0.9 million.

The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No.

333-287423), which was declared effective by the SEC on May 28, 2025.

The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No.

333-290309) with the SEC and was declared effective on September 30, 2025.

See Note 9 for additional information regarding the Class I Common Stock Warrants.

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASC 815-40 .

The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company.

As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $ 0.1 million as an equity issuance cost.

The amount of the equity issuance cost recognized for the warrant modification was determined as the incremental fair value of the modified Class H Common Stock Warrants immediately before and after the warrant modification (see Note 9).

Upon close of the transaction, the Company issued 230,750 of the 1,088,751 shares of common stock that were issuable upon exercise of the Class H Warrants.

Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 858,001 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received.

During 2025, 669,834 of these abeyance shares were issued and 188,167 shares remain held in abeyance as of December 31, 2025.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants.

In accordance with ASC 260, the Company recorded a deemed dividend of approximately $ 2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

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.

The Company is authorized under its articles of incorporation, as amended, to issue 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, 2025 and 2024, there were no shares of preferred stock issued and outstanding.

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

Common Stock Issuances during the year ended December 31, 2024

On January 29, 2024, the Company issued 18 shares of common stock for alternative cashless exercises of Class C Common Stock Warrants.

On February 5, 2024, the Company issued 670 shares of its common stock in connection with the February 2024 Public Offering.

The Company received net cash proceeds of $ 5.4 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.

In February 2024, the Company issued 6,441 shares of common stock in connection the cash exercise of the Class D Pre-Funded Warrants issued in connection with the February 2024 Public Offering, for cash proceeds of $ 127 .

O n June 11, 2024, the Company issued 55 shares of its common stock to a third party consultant for services provided totaling $ 25,000 .

On August 22, 2024, the Company issued 526 shares of common stock for a cash exercise of Class D Common Stock Warrants for which the Company received total net cash proceeds of $ 0.2 million.

During August and September 2024, the Company issued 13,271 shares of common stock in connection with the Class D Warrant Inducement for net cash proceeds of $ 3.5 million (see Note 5).

During December 2024, in connection with the Class E Warrant Inducement, the Company issued an aggregate of 21,174 shares of common stock for net cash proceeds of $ 3.7 million (see Note 5).

Common Stock Issuance during the year ended December 31, 2025

On January 29, 2024, the Company issued 212 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering.

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

The Company received net cash proceeds of $ 5.4 million.

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

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

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

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

During 2025 the Company issued 42,336 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

During 2025 the Company issued 252,937 shares of common stock for RSA grants to employees, directors, and a consultant.

On May 29, 2025, the Company issued 56,250 shares of common stock in connection with the May 2025 Public Offering, for which the Company received net cash proceeds of $ 3.4 million.

Between May 29, 2025 and June 3, 2025 the Company issued 247,084 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering for cash proceeds of $ 297 .

During July 2025, the Company issued 41,250 shares of common stock for cash exercises of Class H Common Stock Warrants, for which the Company received net proceeds of $ 363,000 .

The Company received net cash proceeds of $ 8.7 million, which is net of $ 0.9 million of issuance costs, in connection with the Class H Warrant Inducement, in which an aggregate of 1,088,751 shares of common stock will be issued.

As of December 31, 2025, 900,584 of these shares were issued and the remaining 188,167 shares are being held in abeyance (see Note 5).

As of December 31, 2025 and December 31, 2024 , 1,583,969 and 43,526 shares of common stock were issued and outstanding, respectively.

As of December 31, 2025 , no cash dividends have been declared or paid.

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

Public Warrants (exercise price of $ 193,200.00 per share)

Class A Common Stock Warrants (exercise price of $ 55,272.00 per share)

Class A Placement Agent Common Stock Warrants (exercise price of $ 55,272.00 per share)

Class B Common Stock Warrants (exercise price of $ 10,080.00 per share)

Class B Placement Agent Common Stock Warrants (exercise price of $ 12,600.00 per share)

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

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

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

Class F Common Stock Warrants (alternative cashless exercise)

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

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

The total shares of common stock reserved for issuance as of December 31, 2025 and 2024 are summarized as follows:

Public Warrants

Class A Common Stock Warrants

Class A Common Stock Placement Agent Warrants

Class B Common Stock Warrants

Class B Common Stock Placement Agent Warrants

Class C Common Stock Warrants

Class D Common Stock Warrants

Class E Common Stock Warrants

Class F Common Stock Warrants

Class G Common Stock Warrants

Class H Common Stock Warrants (1)

Class I Common Stock Warrants

Rollover Warrants

Rollover RSU awards outstanding

Stock options outstanding (minimum exercise price $ 571.20 )

Stock options outstanding

Shares reserved for issuance

1 unchanged sentence

Total common stock reserved for issuance

Includes 188,167 shares of common stock issuable in connection with the Class H Warrant Inducement that were held in abeyance as of December 31, 2025.

Stock-Based Compensation

3 unchanged sentences

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.

Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, within one or within four years and have a term of 10 years.

In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10 % of the aggregate num ber of fully diluted shares of our common stock from the first day of the preceding fiscal quarter to the first day of the current fiscal quarter or such lesser number as determined by our board of directors (the “Evergreen Feature”).

As of December 31, 2025, the number of shares of common stock approved for issuance under the 2021 Plan is 576,148 shares.

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.

2 unchanged sentences

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.

As of December 31, 2024 , the Company had a total of 2 Rollover restricted stock unit (“RSU”) awards for shares of common stock outstanding.

During 2025, the Company issued 2 shares of common stock for 2 Rollover RSUs.

As of December 31, 2025, there are no Rollover RSU awards outstanding.

Restricted Stock Awards

On February 11, 2025, there were 4,888 RSAs granted to employees and the Board of Directors, which had a fair value of $ 0.2 million b ased on the Company’s stock price on the date of grant.

The awards were granted from shares available under the 2021 Plan, with 4,813 shares fully vested on the date of grant and the remaining 75 shares ve sting on February 11, 2026 .

On October 28, 2025, there were 248,049 RSAs granted to employees, the Board of Directors, and a consultant, which had a fair value of $ 1.3 million b ased on the Company’s stock price on the date of grant.

The awards were granted from shares available under the 2021 Plan, with 199,215 shares vesting quarterly over one year, and the remaining 48,834 shares ve sting on January 28, 2026 .

The activity related to RSAs during the year ended December 31, 2025 is summarized as follows:

Number of Shares

Weighted-Average Grant Date Fair Value

Nonvested at December 31, 2024

Forfeited / cancelled

Nonvested at December 31, 2025

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:

Weighted-average Exercise Price

Weighted-average Remaining Contractual Term (Years)

Outstanding at December 31, 2023

Expired and forfeited

Outstanding at December 31, 2024

Exercisable at December 31, 2024

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:

Expected term (years)

Risk-free interest rate

Expected dividend yield

Expected volatility is based on the historical volatility of shares of the Company’s common stock.

In determining the expected term of stock options, the Company uses the “simplified” 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.

The Company has granted stock options in prior years, all of which are fully vested as of December 31, 2025 and 2024.

There were no stock options granted during 2025 and 2024 and there were 2 stock options cancelled during 2025.

As of December 31, 2025 and 2024, the Company had 3 and 5 stock options outstanding and exercisable, respectively, which have an exercise price of $ 6,684 .

As of December 31, 2025, the weighted average remaining contractual term of the outstanding options is 7.3 years.

There was no unrecognized compensation expense related to the outstanding stock options as of December 31, 2025.

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:

For the years ended December 31, 2025 and 2024, the Company recorded stock-based compensation expense for the periods indicated as follows:

General and administrative:

5 unchanged sentences

Total stock-based compensation expense

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:

Expected term (years)

Risk-free interest rate

Expected dividend yield

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:

As of December 31, 2025, there was approximately $ 1.0 million of unrecognized stock-based compensation expense related to RSA grants, which is expected to be recognized over a weighted-average period of 0.77 years.

Class C Common Stock Warrants

As of December 31, 2025, the Company has 232,360 outstanding Class C Common Stock Warrants to purchase up to 41 shares of common stock with an exercise price of $ 6.20 , which expire on February 14, 2028 .

The Class C Common Stock Warrants, which were issued in 2023, are treated as a liability due to an alternative cashless exercise provision that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock.

As of December 31, 2025 and 2024, the fair value of the Class C Common Stock Warrants, which is included in accrued expenses in the consolidated balances sheets, was insignificant.

Class D Common Stock Warrants

As of December 31, 2025, the Company had Class D Common Stock Warrants outstanding to purchase up to 422 shares of common stoc k with an exercise price of $ 6.20 , which were issued in connection with the February 2024 Public Offering (see Note 5).

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

The Class D Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 6.3 million and included in the issuance costs of the offering.

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

Expected term (years)

1 unchanged sentence

Expected dividend yield

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 .

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:

As a result of exercise price adjustments triggered by the rev erse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $ 192.00 to $ 45.12 .

The exercise price was further reset to $ 13.20 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5).

Additionally, the exercise price was reset to $ 8.80 as a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, and then reset to $ 6.20 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5).

During 2024, the exercise price of the Class D Common Stock Warrants was reset as a result of common stock issued to a third party consultant in June 2024 from $ 869.76 to $ 458.88 and then again by the Class D Warrant Inducement in August 2024 from $ 458.88 to $ 192.00 .

The impact of the down-round triggers for the Class D Common Stock Warrants during 2025 and 2024 were not significant to the Company’s consolidated financial statements for the years ended December 31, 2025 and 2024.

Class E Common Stock Warrants

On August 22, 2024, in connection with the Class D Warrant Inducement (see Note 5), the Company issued Class E Common Stock Warrants to purchas e up to 26,543 shares of common stock at an exercise price of $ 192.00 per share.

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 .

The Class E Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 4.9 million and included in the issuance costs of the warrant inducement.

The fair value of the Class E Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

1 unchanged sentence

Expected dividend yield

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:

In connection with the Class E Warrant Inducement (see Note 5), 21,167 of the Class E Common Stock Warrants were exercised.

As of December 31, 2025, there are 5,376 Class E Common Stock Warrants outstanding to purchase 5,376 shares of common stock.

Class F Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class F Common Stock Warrants to purchase up to 21,168 shares of common stock at an initial exercise price of $ 192.00 per share.

The Class F Common Stock Warrants were exercisable for a period of two years from January 17, 2025 , which was the date of stockholder approval.

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

The Class F Common Stock Warrants, which were classified as equity instruments, were valued on the issuance date based on the alternative cashless exercise provision at $ 4.1 million, which was included in the issuance costs of the Class E Warrant Inducement.

During the year ended December 31, 2025, the Company received alternative cashless exercise notices for all of its Class F Common Stock Warrants, resulting in the issuance of 42,336 shares of common stock.

As of December 31, 2025, there are no Class F Common Stock Warrants outstanding.

Class G Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class G Common Stock Warrants to purchase up to 31,751 shares of common stock at an initial exercise price of $ 192.00 per share.

The Class G Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily volume weighted average price (“VWAP”) during the period commencing five trading days preceding the event and ending after five trading days commencing on the date of the event is less than the exercise price of the Class G Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period.

Upon any adjustment to the exercise price of the Class G Common Stock Warrants, the number of shares issuable upon exercise will be proportionately adjusted such that the aggregate proceeds will remain unchanged.

The Class G Common Stock Warrants are exercisable for a period of five years from January 17, 2025 , which was the date of stockhold er approval.

The Class G Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 2.1 million, which was included in the issuance costs of the Class E Warrant Inducement.

The fair value of the Class G Common Stock Warrants upon issuance was estimated using the Black-Scholes option pricing model with the followi ng assumptions:

Expected term (years)

1 unchanged sentence

Expected dividend yield

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:

The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $ 192.00 to $ 45.12 and a simultaneous increase in the number of shares issuable upon exercise from 31,751 shares to 135,122 shares.

On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $ 13.20 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 461,818 shares.

The Company recorded a related deemed dividend of approximately $ 3.2 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 45.12 per share and an exercise price of $ 13.20 per share.

As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $ 45.12 per share and $ 13.20 per share were $ 8.48 per warrant share and $ 9.36 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

1 unchanged sentence

Expected dividend yield

Class C Pre-Funded Warrants

In connection with the February 2023 Public Offering, the Company issued pre-funded warrants to purchase up to 699 shares of common stock at an exercise price of $ 0.048 per share.

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

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:

As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $ 8.80 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 461,818 shares to 692,735 shares.

On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $ 6.20 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 983,236 shares.

The Company recorded a related deemed dividend of approximately $ 2.8 million during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 8.80 per share and an exercise price of $ 6.20 per share.

The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $ 8.80 per share and $ 6.20 per share were $ 8.96 per warrant share and $ 9.12 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:

Expected term (years)

1 unchanged sentence

Expected dividend yield

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

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

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

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

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

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

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

Class H Common Stock Warrants

On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 1,213,334 shares of common stock at an initial exercise price of $ 13.20 per share.

The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class H Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period.

The Class H Common Stock Warrants are exercisable for a period of five years from June 23, 2025 , which was the date of shareholder approval.

The Class H Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 11.5 million, which was included in the issuance costs of the offering.

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

Expected term (years)

1 unchanged sentence

Expected dividend yield

Class F Common Stock Warrants and Class G Common Stock Warrants

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

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

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

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

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

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

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

As a result of exercise price adjustments triggered by the rev erse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset to $ 8.80 .

On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $ 6.20 per warrant.

The Company recorded a related deemed dividend of approximately $ 13,000 during the year ended December 31, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $ 8.80 per share and an exercise price of $ 6.20 per share, which resulted in a fair value of $ 8.96 per warrant share and $ 9.12 per warrant share, respectively.

As of December 31, 2025, there are 1,000,000 Class H Common Stock Warrants outstanding to purchase 83,334 shares of common stock.

Class I Common Stock Warrants

On September 11, 2025, in connection with the Class H Warrant Inducement (see Note 5), the Company issued 3,266,250 Class I Common Stock Warrants to purchase up to 3,266,250 shares of common stock at an initial exercise price of $ 8.80 per share.

The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period.

The Class I Common Stock Warrants are exercisable for a period of five years from the date of shareholder approval.

The Class I Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $ 23.7 million, which was included in the issuance costs of the Class H Warrant Inducement.

The fair value of the Class I Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the follo wing assumptions:

Expected term (years)

1 unchanged sentence

Expected dividend yield

As of December 31, 2025, there are 3,266,250 Class I Common Stock Warrants outstanding to purchase 3,266,250 shares of common stock.

Subsequent to December 31, 2025, 2,136,251 of these warrants were exercised in connection with the January 2026 Warrant Inducement (see Note 12).

The Company did no t record a provision for income taxes for the years ended December 31, 2025 and December 31, 2024 due to a full valuation allowance against its deferred tax assets.

In 2025 and 2024, all of the Company’s net losses were generated in the United States.

The difference between the provision for income taxes and income taxes computed using the effective U.S.

federal statutory rate is as follows:

federal statutory rate for the year ended December 31, 2025 is as follows:

Federal tax statutory rate

State and local income tax, net of federal income tax effect

Change in valuation allowance

Tax effect of equity instrument cancellations

Non-taxable change in fair value of warrant liability

Effective tax rate

The difference between the provision for income taxes and income taxes computed using the effective U.S.

federal statutory rate for the year ended December 31, 2024 is as follows:

Federal tax statutory rate

State tax, net of federal benefit

11 unchanged sentences

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.

As of December 31, 2025 and 2024, a full valuation allowance of approximately $ 17.6 million and $ 14.9 million , respectively, was established against its deferred tax assets due to the uncertainty surrounding the realization of such assets.

The valuation allowance increased by $ 2.6 million and $ 4.4 million in 2025 and 2024, respectively, due to the increase in the deferred tax assets by the same amount;

primarily due to net operating loss carryforwards.

As of December 31, 2025, the Company had federal and state net operating loss carryforwards of approximately $ 49.8 million and $ 57.3 million, respectively.

As of December 31, 2024, the Company had federal and state net operating loss carryforwards of approximately $ 36.4 million and $ 48.5 million , 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 Company had estimated federal research and development credit carryforwards of $ 0.3 million and $ 0.1 million as of December 31, 2025 and 2024 , respectively.

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 Company had estimated state research and development credit carryforwards of $ 0.6 million and $ 0.4 million as of December 31, 2025 and 2024, respectively.

The California state credits carryforward indefinitely.

2 unchanged sentences

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.

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S.

The OBBBA includes provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

The OBBA did not result in any material adjustments to our total income tax provision for the year ended December 31, 2025.

The Company did no t pay any income tax or receive any income tax refunds for either federal or state jurisdictions during the year ended December 31, 2025.

No liability is recorded on the financial statements related to uncertain tax positions.

11 unchanged sentences

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 assesses the performance of the Company and deci des how to allocate resources on a consolidated basis.

The Company’s measure of segment profit or loss is consolidated net loss.

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

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.

2 unchanged sentences

Research and development:

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

GEM-AKI and GEM-CKD clinical study expenses

Manufacturing expenses

4 unchanged sentences

Change in fair value of warrant liability

Other (expense) income, net (3)

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

Other income (expense), net (3)

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

(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.

(3) Other income (expense) net includes interest income from our cash balances in savings accounts and foreign currency transaction gains and losses.

In 2024 this also included LifeSci judgment expense, reimbursement of costs, clinical trial related settlement expenses with A-IR Clinical Research Ltd., and deferred underwriting commissions.

Subsequent Event

2021 Equity Plan Stock Increase

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

Restricted Stock Awards Granted

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

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

Regaining Nasdaq Compliance

As previously reported on October 16, 2024, the Company received a letter from Nasdaq notifying the Company of its noncompliance with Nasdaq Listing Rule 5550(a)(2) by failing to maintain a minimum bid price for its common stock of at least $ 1.00 per share for 30 consecutive business days.

The Company had until February 14, 2025, to regain compliance by having a minimum closing bid price of at least $ 1.00 per share for at least 10 consecutive business days.

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.

On January 1, 2026, the number of shares of common stock approved to be issued under the 2021 Plan incre ased to 600,953 shares as per the Evergreen Feature in the 2021 Plan.

Restricted Stock Units Granted

On January 8, 2026, there were an aggregate of 249,779 RSUs granted to employees and members of the Board of Directors.

The RSUs were granted from shares available under the 2021 Plan and either vest quarterly over one year from the date of grant or vest quarterly over two years from the grant date.

The awards had a fair value of $ 0.9 million, based on the Company’s stock price on the date of grant.

In addition, on January 8, 2026, the Company issued an inducement grant to a new non-executive employee of 22,500 RSUs.

These inducement awards, which were granted outside of the 2021 Plan in accordance with Nasdaq Listing Rule 5635(c)(4), vest over two years in equal quarterly installments subject to the employee’s continued service.

The awards had a fair value of $ 0.1 million, based on the Company’s stock price on the date of grant.

Class I Warrant Inducement

On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $ 8.80 per share of common stock.

Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $ 3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $ 3.44 .

The Company received net proceeds of approximately $ 6.7 million from the warrant exercises.

Abeyance Shares

In January 2026, the remaining 188,167 shares of common stock that were held in abeyance as of December 31, 2025, related to the Class H Warrant Inducement, were released to the holders (see Notes 5 and 9).

January 2026 Reverse Stock Split

On January 28, 2026, the Company effected a 1-for-4 reverse stock split of its common stock.

The January 28, 2026 reverse stock split triggered exercise price adjustments for certain of the Company’s outstanding common stock warrants, resulting in an adjustment to the exercise prices of the Class C Common Stock Warrants, Class D Common Stock Warrants, Class G Common Stock Warrants, Class H Common Stock Warrants, and Class I Common Stock Warrants exercise from $ 6.20 to $ 1.78 .

The number of shares underlying the Class G Common Stock Warrants was also adjusted from 983,236 shares to 3,424,753 shares.

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

What changed 10-K

Item 9A. Controls and Procedures