REVELATION BIOSCIENCES, INC. 10-Q

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS In January 2020, we issued 3,593,750 Founder Shares for an aggregate price of $25,000 to our Sponsor. The foregoing issuance was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”). On August 24, 2020, pursuant to amendment to the terms of the Company’s offering our Sponsor agreed to cancel 1,437,500 shares, resulting in an aggregate amount of 2,156,250 founders shares outstanding. On October 7, 2020, the Sponsor agreed to cancel an aggregate of 143,750 Founder Shares such that the original issuance was reduced to 2,012,500 shares of common stock. On October 13, 2020, we consummated the Initial Public Offering of 7,000,000 units. On October 16, 2020, we consummated the sale of an additional 278,151 units subject to the underwriters’ over-allotment option. The units sold in the Initial Public Offering, including pursuant to the over-allotment option, were sold at an offering price of $10.00 per unit, generating total gross proceeds of $72,781,510. LifeSci Capital LLC and Ladenburg Thalmann & Co. Inc., acted as joint book-running managers and Northland Securities, Inc., and Ingalls & Snyder LLC acted as co-managers of the Initial Public Offering. The securities in the offering were registered under the Securities Act on registration statements on Forms S-1 (Nos. 333-240175). The Securities and Exchange Commission declared the registration statement effective on October 7, 2020. Simultaneous with the consummation of the Initial Public Offering, we consummated the private placement of an aggregate of 3,150,000 private warrants (“Private Warrants”) to our Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $3,150,000. Simultaneous with the consummation of the underwriters’ over-allotment option, we consummated the private placement of an additional 83,446 Private Warrants to the Sponsor at a price of $1.00 per Private Warrant, generating total proceeds of $83,446. These issuances were made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. The Private Warrants are identical to the warrants sold in the Initial Public Offering, except that the private warrants: (i) will not be redeemable by us and (ii) may be exercised for cash or on a cashless basis, as described in this prospectus, in each case so long as they are held by the initial purchasers or any of their permitted transferees. If the private warrants are held by holders other than the initial purchasers or any of their permitted transferees, the private warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering. Furthermore, our initial stockholders have agreed to vote the their founders shares in favor of any proposed business combination, as applicable (B) not to convert any founders shares in connection with a stockholder vote to approve a proposed initial business combination or sell any shares to us in a tender offer in connection with a proposed initial business combination and (C) that the founders shares shall not participate in any liquidating distribution from our trust account upon winding up if a business combination is not consummated. Of the gross proceeds received from the Initial Public Offering and private placement of Private Warrants, $73,509,325 has been placed in a trust account. Transaction costs amounted to $44,682,736, consisting of $4,366,890 of underwriting fees ($2,800,000 of which payment is deferred) and $315,846 of professional fees, printing, filing, regulatory and other costs which have been charged to additional paid in capital upon completion of the Initial Public Offering. For a description of the use of the proceeds generated in our Initial Public Offering, see Part I, Item 2 of this Form 10-Q. 20 ITEM 3. DEFAULTS UPON SENIOR SECURITIES None. ITEM 4. MINE SAFETY DISCLOSURES Not applicable.