Item 5. Other Information
Item 5. Other Information.
Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, each of the Company’s directors and executive officers adopted a “Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). Each of the arrangements was entered into on or about January 28, 2026 and provides for the sale by the Company's broker of shares of the Company's common stock issued upon the vesting of restricted stock awards (“RSAs”) and restricted stock units (the “RSUs”), granted under the Company's 2021 Equity Incentive Plan, solely to satisfy tax withholding obligations associated with such vesting. The aggregate number of shares to be sold under each arrangement is not presently determinable, as it depends on the applicable tax withholding rate at the time of each vesting event. Each arrangement will terminate upon the final vesting of the RSAs and RSUs covered thereby, which is scheduled to occur on or before January 8, 2028.
No director or officer adopted, modified, or terminated a “non-Rule 10b5-1 trading arrangement” (as defined in Item 408(c) of Regulation S-K) during the three months ended March 31, 2026.
Item 6. Exhibits, Financial Statement Schedules.
The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.
EXHIBIT
DESCRIPTION
3.1*
Amendment to the Third Amended and Restated Certificate of Incorporation, effective January 28, 2026
10.1 (1)
Revelation Biosciences, Inc. 2026 Equity Inducement Plan
10.2 (1)
Non-Plan Employee Inducement Restricted Stock Unit Award Agreement between the Registrant and Kyle Chaykowski dated January 8, 2026
31.1*
Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
23
101.INS*
XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
(1)
Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-8 filed on April 15, 2026.
*
Filed herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
REVELATION BIOSCIENCES, INC.
Date: May 7, 2026
By:
/s/ James Rolke
James Rolke
Chief Executive Officer
(principal executive officer)
Date: May 7, 2026
By:
/s/ Chester S. Zygmont, III
Chester S. Zygmont, III
Chief Financial Officer
(principal financial and accounting officer)
24
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.