REVELATION BIOSCIENCES INC
For the period ended Dec 31, 2023. Filed Mar 22, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Mar 22, 2024
REVB$3.94-4.1%Stored close · as of Nov 10, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report:
| EXHIBIT | DESCRIPTION |
| 2.1(3) | Agreement and Plan of Merger, dated as of August 29, 2021 by and among Petra Acquisition, Inc., Petra Acquisition Merger Inc., and Revelation Biosciences, Inc. |
| 3.1(3) | Third Amended and Restated Certificate of Incorporation |
| 3.2(14) | Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 |
| 3.3(9) | Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 |
| 3.4(3) | Second Amended and Restated Bylaws |
| 3.5(8) | Amendment to the Second Amended and Restated Bylaws |
| 4.1(3) | Specimen Common Stock Certificate |
| 4.2(3) | Specimen Warrant Certificate for Public Warrants |
| 4.3(2) | Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company |
| 4.4(5) | Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 |
| 4.5(5) | Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 |
| 4.6(6) | Form of Class B Common Stock Warrant dated July 28, 2022 |
| 4.7(6) | Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 |
| 4.8(6) | Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 |
| 4.9(7) | Form of Class C Common Stock Warrant dated February 13, 2023 |
| 4.11(7) | Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 |
| 4.12(11) | Form of Class D Common Stock Warrant dated February 5, 2024 |
| 4.13(11) | Form of Class D Pre-Funded Warrant dated February 5, 2024 |
| 4.14(11) | Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 |
| 4.15(10) | Description of Securities |
| 10.1(1) | Form of Letter Agreement from each of the Registrant’s sponsor, initial stockholder, officers and directors. |
| 10.2(2) | Registration Rights Agreement, dated October 7, 2020, between the Company and Investors. |
| 10.3(2) | Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC |
| 10.4(2) | Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC |
| 10.5(2) | Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Company’s Initial Stockholders. |
| 10.6†(12) | Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended |
| 10.7†(3) | Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 |
| 10.8†(3) | Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 |
| 10.9(3) | Revelation Common Stock Warrant Issued to National Securities Corporation |
| 10.10(5) | Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. |
| 10.11(5) | Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. |
| 10.12(6) | Form of Securities Purchase Agreement dated July 28, 2022 |
| 10.13(6) | Form of Placement Agency Agreement dated July 28, 2022 |
| 10.14(7) | Form of Securities Purchase Agreement dated February 9, 2023 |
| 10.15(7) | Form of Placement Agency Agreement Dated February 9, 2023 |
| 10.16(11) | Form of Securities Purchase Agreement dated February 1, 2024 |
| 10.17(11) | Form of Placement Agency Agreement dated February 1, 2024 |
| 14.1(13) | Code of Ethics |
| 21.1(4) | List of Subsidiaries. |
| 23.1* | Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. |
| 31.1* | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2* | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1* | Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2* | Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97* | Claw Back Policy |
| 99.1(13) | Audit Committee Charter |
| 99.2(13) | Compensation Committee Charter |
| 99.3(13) | Nominating Committee Charter |
| 101.INS* | XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH* | Inline XBRL Taxonomy Extension Scema Document |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document |
|---|---|
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104* | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
The annexes, schedules, and certain exhibits to the Agreement and Plan of Merger have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Revelation hereby agrees to furnish supplementally a copy of any omitted annex, schedule or exhibit to the SEC upon request.
| (1) | Previously filed as an exhibit to Petra Acquisition Inc.’s Registration Statement on Form S-1, as amended (File No. 333-240175). |
| (2) | Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form 8-K filed on October 13, 2020. |
| (3) | Previously filed as an exhibit to Petra Acquisition Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). |
| (4) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. |
| (5) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 27, 2022. |
| (6) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). |
| (7) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 13, 2023. |
| (8) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023. |
| (9) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024. |
| (10) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-276232). |
| (11) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on February 8, 2024. |
| (12) | Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on May 5, 2023 |
| (13) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023. |
| (14) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023. |
| * | Filed herewith. |
|---|
| † | Indicates a management contract or compensatory plan. |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.