REVELATION BIOSCIENCES INC
For the period ended Dec 31, 2024. Filed Mar 6, 2025.
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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.
FY2024 · Filed Mar 6, 2025
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Item 15. Exhibits, Financial Statement Schedules
The following documents are filed as part of this Annual Report:
| EXHIBIT | DESCRIPTION |
| 3.1(1) | Third Amended and Restated Certificate of Incorporation |
| 3.2(2) | Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 |
| 3.3(3) | Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 |
| 3.4(4) | Amended and Restated Bylaws |
| 4.1(1) | Specimen Common Stock Certificate |
| 4.2(1) | Specimen Warrant Certificate for Public Warrants |
| 4.3(1) | 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 |
| 4.10(7) | Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 |
| 4.11(8) | Form of Class D Common Stock Warrant dated February 5, 2024 |
| 4.12(8) | Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 |
| 4.13(9) | Form of Class E Common Stock Warrant dated August 22, 2024 |
| 4.14(10) | Form of Class F Common Stock Warrant dated December 3, 2024 |
| 4.15(10) | Form of Class G Common Stock Warrant dated December 3, 2024 |
| 4.16* | Description of Securities |
| 10.1†(11) | Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended |
| 10.2†(1) | Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 |
| 10.3†(1) | Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 |
| 10.4(1) | Revelation Common Stock Warrant Issued to National Securities Corporation |
| 10.5(5) | Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. |
| 10.6(7) | Form of Securities Purchase Agreement dated February 9, 2023 |
| 10.7(7) | Form of Placement Agency Agreement Dated February 9, 2023 |
| 10.8(8) | Form of Securities Purchase Agreement dated February 1, 2024 |
| 10.9(8) | Form of Placement Agency Agreement dated February 1, 2024 |
| 14.1(12) | Code of Ethics |
| 14.2* | Insider Trader Policy |
| 21.1(13) | 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(14) | Claw Back Policy |
| 99.1(12) | Audit Committee Charter |
| 99.2(12) | Compensation Committee Charter |
| 99.3(12) | 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 Revelation Biosciences, Inc.’s Current Report on Form S-4 filed, as amended (File No. 333- 259638). |
| (2) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 31, 2023. |
| (3) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 23, 2024. |
| (4) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on July 7, 2023. |
| (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 February 8, 2024. |
| (9) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on August 26, 2024. |
| (10) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on December 6, 2024. |
| (11) | Previously filed Appendix A to Revelation Biosciences, Inc.’s definitive proxy statement filed on April 16, 2024. |
| (12) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 30, 2023. |
| (13) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Current Report on Form 8-K filed on January 14, 2022. |
| (14) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Annual Report on Form 10-K filed on March 22, 2024 |
| * | Filed herewith. |
| † | Indicates a management contract or compensatory plan. |
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