REVELATION BIOSCIENCES INC
For the period ended Sep 30, 2024. Filed Nov 8, 2024.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2024 · Filed Nov 8, 2024
REVB$3.89+9.3%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-06-30; filed 2024-08-09.
0000950170-24-094727
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2024-09-30; filed 2024-11-08.
0000950170-24-124036
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 92 previous paragraphs and 97 current paragraphs.
76 unchanged; 15 reworded; 6 added; 0 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 5 previous and 5 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (6)
Current report
NASDAQ Compliance
Current report
As previously reported, on October 16, 2024, the Company received the Minimum Bid Price Delist Letter from the Staff of Nasdaq, notifying the Company that it was not in compliance with the Minimum Bid Price Requirement.
Current report
Normally, a company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, pursuant to Listing Rule 5810(c)(3)(A)(iv) the Company is not eligible for any compliance period specified in Rule 5810(c)(3)(A) because the Company effected one or more reverse stock splits over the prior two-year period with a cumulative ratio of 250 shares or more to one.
Current report
Separate from and in addition to the Minimum Bid Price Delist Letter, as previously disclosed, on August 14, 2024, the Company received the Stockholders’ Equity Requirement Deficiency Letter from the Staff of Nasdaq notifying the Company that it was not in compliance with the Stockholders’ Equity Requirement, nor is it in compliance with either of the alternative listing standards, market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. The Minimum Bid Price Delist Letter stated that the Company’s Stockholders’ Equity Requirement Deficiency serves as an additional basis per Nasdaq Listing Rule 5810(d)(2) for delisting the Company’s securities from The Nasdaq Stock Market and that at a hearing in connection with the Minimum Bid Price Requirement, the Panel will consider the Company’s Stockholders’ Equity Requirement Deficiency as well. By virtue of the Company’s financing activities during the third quarter, the Company satisfied the Stockholders’ Equity Requirement as of September 30, 2024.
Current report
The Company intends to take all reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. The Company has the right to appeal the Minimum Bid Price Delist Letter by requesting a hearing before an independent panel, which it filed on October 23, 2024. The hearing request stayed any suspension or delisting action pending the conclusion of the hearing process and the expiration of any additional extension period granted by the panel following the hearing. However, there can be no assurance that the Company will receive any extension by Panel and will ultimately regain compliance with all applicable requirements for continued listing. Neither the Nasdaq Letters nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common stock or warrants, which will continue to trade on The Nasdaq Capital Market under the symbols “REVB” and “REVBW,” respectively.
Current report
During the nine months ended September 30, 2024, net cash provided by financing activities was $9.2 million, from net proceeds of $5.4 million received in connection with the February 2024 Public Offering, $0.2 million received from exercises of the Class D Common Stock Warrants and net proceeds of $3.5 million received in connection with the Warrant Inducement.
Reworded paragraphs (15)
Previous wording
We have funded our operations since our inception to June 30, 2024 through the issuance and sale of our capital stock, from which we have raised net proceeds of $49.3 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one-year after the date that our unaudited financial statements for June 30, 2024 were issued, which raises substantial doubt about our ability to continue as a going concern.
Current wording
We have funded our operations since our inception to September 30, 2024 through the issuance and sale of our capital stock, from which we have raised net proceeds of $53.0 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one-year after the date that our unaudited financial statements for September 30, 2024 were issued, which raises substantial doubt about our ability to continue as a going concern.
Previous wording
We have incurred recurring losses since our inception, including a net loss of $11.1 million for the six months ended June 30, 2024 and $4.7 million for the six months ended June 30, 2023, respectively. As of June 30, 2024 we had an accumulated deficit of $36.5 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:
Current wording
We have incurred recurring losses since our inception, including a net loss of $13.3 million for the nine months ended September 30, 2024 and $2.1 million for the nine months ended September 30, 2023, respectively. As of September 30, 2024 we had an accumulated deficit of $38.8 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:
Previous wording
Research and development expenses increased by $0.7 million, from $1.4 million for the six months ended June 30, 2023 to $2.1 million for the six months ended June 30, 2024. The increase was primarily due to increases of $1.3 million in clinical study expenses related to GEM-AKI and GEM-PSI and $0.3 million in personnel expenses, offset by decreases of $0.5 million in manufacturing expenses and $0.4 in other program expenses. Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-PSI.
Current wording
Research and development expenses decreased by $0.8 million, from $1.7 million for the three months ended September 30, 2023 to $0.8 million for the three months ended September 30, 2024. The decrease was primarily due to a decrease of $1.1 million in other program expenses, offset by increases of $0.2 million in clinical study expenses related to GEM-AKI and GEM-PSI and $0.1 million in personnel expenses. Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-PSI.
Previous wording
Research and development expenses increased by $0.5 million, from $0.9 million for the three months ended June 30, 2023 to $1.4 million for the three months ended June 30, 2024. The increase was primarily due to increases of $0.9 million in clinical study expenses related to GEM-AKI and GEM-PSI and $0.2 million in personnel expenses, offset by decreases of $0.4 in other program expenses and $0.2 million in manufacturing expenses. Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-PSI.
Current wording
Research and development expenses decreased by $0.1 million, from $3.1 million for the nine months ended September 30, 2023 to $2.9 million for the nine months ended September 30, 2024. The decrease was primarily due to decreases of $1.6 million in other program expenses and $0.4 million in manufacturing expenses, offset by increases of $1.4 million in clinical study expenses related to GEM-AKI and GEM-PSI and $0.5 million in personnel expenses. Other program expenses include pre-clinical costs and clinical preparation costs primarily for programs GEM-AKI and GEM-PSI.
Previous wording
General and administrative expenses increased by $0.1 million, from $1.0 million for the three months ended June 30, 2023 to $1.1 million for the three months ended June 30, 2024. The increase was primarily due to an increase of $0.1 million in personnel expenses.
Current wording
General and administrative expenses decreased by $0.2 million, from $1.1 million for the three months ended September 30, 2023 to $1.0 million for the three months ended September 30, 2024. The decrease was primarily due to an increase of $0.2 million in legal and professional fees.
Previous wording
General and administrative expenses increased by $0.2 million, from $2.1 million for the six months ended June 30, 2023 to $2.3 million for the six months ended June 30, 2024. The increase was primarily due to increases of $0.4 million in personnel expenses, offset by a decrease of $0.2 million in legal and professional fees.
Current wording
General and administrative expenses increased by less than $0.1 million, from $3.2 million for the nine months ended September 30, 2023 to $3.3 million for the nine months ended September 30, 2024. The increase was primarily due to increases of $0.5 million in personnel expenses, offset by a decrease of $0.4 million in legal and professional fees.
Previous wording
Other (expense) income, net was ($484,860) for the three months ended June 30, 2023, related to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other income (expense), net was ($5,867,422) for the three months ended June 30, 2024, primarily related to the LifeSci judgment expense and reimbursement of costs, offset by interest income from our cash balances in savings accounts.
Current wording
Other (expense) income, net was $149,521 for the three months ended September 30, 2023, related to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other (expense) income, net was ($444,879) for the three months ended September 30, 2024, related to expense in connection with the deferred underwriting commissions, the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts.
Previous wording
Other (expense) income, net was $8,263,902 for the six months ended June 30, 2023, related to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other (expense) income, net was ($6,646,717) for the six months ended June 30, 2024, primarily related to the LifeSci judgment expense, reimbursement of costs and clinical trial related settlement expenses with A-IR (defined below), offset by interest income from our cash balances in savings accounts.
Current wording
Other (expense) income, net was $8,413,423 for the nine months ended September 30, 2023, related to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other (expense) income, net was ($7,091,596) for the nine months ended September 30, 2024, primarily related to the LifeSci judgment expense, reimbursement of costs, clinical trial related settlement expenses with A-IR (defined in Part II-Other Information, Item 1. Leegal Proceedings) and expense in connection with the deferred underwriting commissions, offset by interest income from our cash balances in savings accounts.
Previous wording
Since our inception to June 30, 2024, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $49.3 million, of which $5.4 million was received during the six months ended June 30, 2024. As of June 30, 2024, we had available cash and cash equivalents of $12.1 million and an accumulated deficit of $36.5 million.
Current wording
Since our inception to September 30, 2024, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $53.0 million, of which $9.1 million was received during the nine months ended September 30, 2024. As of September 30, 2024, we had available cash and cash equivalents of $6.5 million and an accumulated deficit of $38.8 million.
Previous wording
We have incurred recurring losses since our inception, including a net loss of $11.1 million for the six months ended June 30, 2024. As of June 30, 2024 we had an accumulated deficit of $36.5 million, a stockholders’ equity of $1.1 million and available cash and cash equivalents of $12.1 million. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for GEM-AKI, GEM-CKD, GEM-PSI or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that our unaudited financial statements for June 30, 2024 were issued, which raises substantial doubt about our ability to continue as a going concern.
Current wording
We have incurred recurring losses since our inception, including a net loss of $13.3 million for the nine months ended September 30, 2024. As of September 30, 2024 we had an accumulated deficit of $38.8 million, a stockholders’ equity of $2.7 million and available cash and cash equivalents of $6.5 million. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for GEM-AKI, GEM-CKD, GEM-PSI or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that our unaudited financial statements for September 30, 2024 were issued, which raises substantial doubt about our ability to continue as a going concern.
Previous wording
During the six months ended June 30, 2024, net cash used in operating activities was $5.3 million, which consisted of a net loss of $11.1 million and a net change of $5.7 million in our net operating assets and liabilities.
Current wording
During the nine months ended September 30, 2024, net cash used in operating activities was $14.6 million, which consisted of a net loss of $13.3 million and a net change of $1.3 million in our net operating assets and liabilities.
Previous wording
During the six months ended June 30, 2023, net cash used in operating activities was $3.6 million, which consisted of a net income of $4.7 million, offset by a net change of $8.1 million comprised of the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense.
Current wording
During the nine months ended September 30, 2023, net cash used in operating activities was $5.3 million, which consisted of a net income of $2.1 million, offset by a net change of $8.1 million comprised of the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense.
Previous wording
During the six months ended June 30, 2024, net cash used in investing activities consisted of a purchase of lab equipment.
Current wording
During the nine months ended September 30, 2024, net cash used in investing activities consisted of a purchase of lab equipment.
Previous wording
During the six months ended June 30, 2023, there was no cash used in investing activities.
Current wording
During the nine months ended September 30, 2023, there was no cash used in investing activities.
Previous wording
During the six months ended June 30, 2023, net cash provided by financing activities was $14.0 million, from the February 2023 Public Offering.
Current wording
During the nine months ended September 30, 2023, net cash provided by financing activities was $14.0 million, from the February 2023 Public Offering.
Rearranged previous paragraphs (1)
Previous report — wording carried elsewhere
During the six months ended June 30, 2024, net cash provided by financing activities was $5.4 million, from the February 2024 Public Offering.