REVELATION BIOSCIENCES, INC.

Condensed Consolidated Balance Sheets

Condensed Consolidated Statements of Operations

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Condensed Consolidated Statements of Cash Flows

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, referred to as “we,” us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We have multiple ongoing programs to evaluate Gemini, including GEM-AKI as a prevention for acute kidney injury (“AKI”), GEM-CKD as a treatment for chronic kidney disease (“CKD”), and GEM-PSI as a prevention for post surgical infection (“PSI”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Split

On January 28, 2025, the Company effected the approved 1-for-16 reverse stock split of our shares of common stock. Unless specifically provided otherwise herein, the share and per share information that follows in this Quarterly Report, reflects the effect of the reverse stock split.

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of$2.1 million for the three months ended March 31, 2025. As of March 31, 2025, the Company had an accumulated deficit of$42.6 million, a stockholders’ equity of$2.9 million and available cash and cash equivalents of$3.7 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that the Company’s unaudited financial statements for March 31, 2025 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The unaudited condensed consolidated financial statements for March 31, 2025, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned subsidiaries. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2024 and for the year ended December 31, 2024 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three months ended March 31, 2025 are unaudited. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024 included on Form 10-K, as filed with the SEC on March 6, 2025. The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited balance sheet at December 31, 2024 contained in the above referenced Form 10-K.

2. Summary of Significant Accounting Policies

During the three months ended March 31, 2025, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Selected significant accounting policies are discussed in further detail below:

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. As of March 31, 2025 and 2024, there were 1,692,919 and 1,904 potential shares of common stock excluded from the calculation of diluted net loss per share as their effect is anti-dilutive, respectively. The basic weighted-average shares used to compute net loss per share in the unaudited condensed consolidated statements of operations includes 3 shares underlying Rollover RSU’s that have vested but are unissued and 125,000 shares underlying the outstanding Class F Common Stock Warrants as exercised via the alternative cashless exercise because their exercise requires only nominal consideration for delivery of the shares.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that are adopted by the Company as of the specified effective date. The Company has evaluated recently issued accounting pronouncements and does not believe any will have a material impact on the Company’s condensed consolidated financial statements or related financial statement disclosures.

3. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

Accrued Expenses

Accrued expenses consisted of the following:

4. Commitments and Contingencies

Lease Commitments

The Company leases office space located at 4660 La Jolla Village Dr., Suite 100, San Diego, California, through a month-to-month rental agreement, with monthly rent of $151. In addition, the Company leases 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California on a month to month basis with monthly rent of$5,350 per month.

Commitments

The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

5. 2024 Financings

February Public Offering

On February 5, 2024, the Company closed a public offering of 85,311 shares of its common stock and warrants to initially purchase up to 170,628 shares of common stock with an initial exercise price of $72.48 which expire on February 5, 2029. Net cash proceeds to the Company from the offering were $5.4 million and issuance costs were $0.8 million including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1, which was declared effective by the SEC on January 31, 2024.

Class D Warrant Inducement

On August 21, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of Class D Common Stock Warrants exercisable for an aggregate of 159,249 shares of its common stock, at a reduced exercise price of $20.00 per share. In exchange, the Company agreed to issuetwo Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the warrant inducement, the Company paid Roth Capital Partners, LLC (“Roth”) a cash fee of $267,546 for its services. The Company received net cash proceeds of approximately $3.5 million and issuance costs of $0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered on Form S-1 and declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants offered in the private placement were registered on Form S-3 with the SEC and declared effective on September 12, 2024.

Class E Warrant Inducement

On December 3, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 254,002 shares of common stock with an exercise price of $16.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 254,002 shares of its common stock and Class G Common Stock Warrants exercisable for 381,004 shares of its common stock (see Note 9). The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company agreed to pay Roth a cash fee of $325,000 for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $3.7 million and issuance costs of $0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3, which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and Class G Common Stock Warrants offered in the private placement were registered on Form S-3, which was declared effective on December 20, 2024.

6. Preferred Stock

The Company is authorized under its articles of incorporation, as amended, up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval. As of March 31, 2025, there wereno shares of preferred stock issued and outstanding.

7. Common Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $0.001 per share.

Common Stock Issuance during the year ended December 31, 2024

On January 29, 2024, the Company issued 212 shares of common stock for alternative cashless exercises of Class C Common Stock Warrants.

On August 22, 2024, the Company issued 6,312 shares of common stock for a cash exercise of Class D Common Stock Warrants for which the Company received total net cash proceeds of $0.2 million.

During 2024 the Company issued a total of 499,215 shares of its common stock in connection with multiple financings for which the Company received total net cash proceeds of $12.6 million.

Common Stock Issuance during the three months ended March 31, 2025

Between January 17, 2025 and March 31, 2025 the Company issued 383,005 shares of common stock foralternative cashless exercises of Class F Common Stock Warrants.

On February 11, 2025, the Company issued 58,568 shares of common stock for RSA grants to employees and directors.

As of March 31, 2025 and December 31, 2024,963,796 and 522,223 shares of common stock were issued and outstanding, respectively. As of March 31, 2025, no cash dividends have been declared or paid.

The total shares of common stock reserved for issuance are summarized as follows:

8. Stock-Based Compensation

2021 Equity Incentive Plan

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately or within four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1 by 10% of the aggregate number of fully diluted shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors.

On January 1, 2025, the number of shares of common stock available under the 2021 Plan increased to 156,512 as per the Evergreen Feature in the 2021 Plan.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date.

As of March 31, 2025, there were 97,880 shares available for future grants under the 2021 Plan.

Restricted Stock Units

As of March 31, 2025 and December 31, 2024, the Company has a total of 3 Rollover RSU awards for shares of common stock outstanding, respectively. As of March 31, 2025,3 Rollover RSU awards have fully vested but are unissued and no Rollover RSU awards have been forfeited. Each Rollover RSU award converts to one share of common stock.

Restricted Stock Awards

On February 11, 2025,58,568 RSAs were granted to employees and the Board of Directors which resulted in a fair value of $0.2 million of stock-based compensation expense based on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan with 57,665 vesting 100% on the date of grant and 903 vesting 50% on the date of grant, with 50% vestingone year thereafter.

Stock Options

The Company has granted stock options, all of which have fully vested in prior periods. Stock options have a maximum term of 3 or 10 years. There wereno stock options granted during the three months ended March 31, 2025 and 2024. As of March 31, 2025, the Company had 64 stock options outstanding and exercisable, with a weighted average exercise price of $3,555.83, and a weighted average remaining contractual term of 7.2 years. There wasno unrecognized compensation expense related to the outstanding stock options as of March 31, 2025.

Stock-Based Compensation Expense

For thethree months ended March 31, 2025 and 2024, the Company recorded stock-based compensation expense for the periods indicated as follows:

As of March 31, 2025, there was approximately $3,000 of unrecognized stock-based compensation expense related to RSA grants. The unrecognized stock-based compensation expense is expected to be recognized over a period of 1 year for the RSA grants.

9. Warrants

Class C Common Stock Warrants

As of March 31, 2025, the Company has 232,360 outstanding Class C Common Stock Warrants to purchase up to 485 shares of common stock with a exercise price of $16.00, which expire on February 14, 2028. The Class C Common Stock Warrants, which were issued in 2023, are treated as a liability due to the alternative cashless exercise for 0.4 shares of common stock per warrant.

As of March 31, 2025 and December 31, 2024, the fair value of the Class C Common Stock Warrants was $829 and $2,246, respectively, using a Black-Scholes model and Monte-Carlo simulation model as of March 31, 2025 and December 31, 2024, respectively. For thethree months ended March 31, 2025 and 2024, the gain of$1,417 and $68,427, respectively, resulting from the change in the fair value of the liability for the unexercised warrants was recorded as a change in fair value of the warrant liability in the accompanying consolidated statements of operations.

Class D Common Stock Warrants

As of March 31, 2025, the Company had Class D Common Stock Warrants outstanding to purchase up to 5,060 shares of common stock with an initial exercise price of $16.00, which were issued in connection with the February Public Offering (see Note 5). The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on February 5, 2029. The Class D Common Stock Warrants were valued on the issuance date in the aggregate at $6.3 million and included in the issuance costs of the offeringand treated as equity. As part of the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $16.00 to $3.7596.

The fair value of the Class D Common Stock Warrants were originally estimated using the Black-Scholes option pricing model with the following assumptions:

Class E Common Stock Warrants

On August 22, 2024, in connection with the Class D Warrant Inducement (see Note 5), the Company issued Class E Common Stock Warrants to purchase up to 318,509 shares of common stock at an exercise price of $16.00 per share, valued on the Class D Warrant Inducement date in the aggregate at $4.9 million and included in the issuance costs of the warrant inducementand are treated as equity. The Class E Common Stock Warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on August 22, 2029. In connection with the Class E Warrant Inducement (see Note 5),254,002 of these warrants were exercised. As of March 31, 2025, there are 64,506 Class E Common Stock Warrants outstanding to purchase 64,506 shares of common stock.

The fair value of the Class E Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

Class F Common Stock Warrants

On December 3, 2024 in connection with the Class E Warrant Inducement, (see Note 5), the Company issued Class F Common Stock Warrants to purchase up to 254,002 shares of common stock at an initial exercise price of $16.00 per share. The Class F Warrants have an alternative cashless exercise provision that allows the holder to receivetwo shares of common stock without payment of the exercise price. The Company valued the Class F Common Stock Warrants on the issuance date, based on the alternative cashless exercise provision, at $4.1 million, which was included in the issuance costs of the warrant inducementand are treated as equity. The Class F Common Stock Warrants are exercisable for a period oftwo years from January 17, 2025, which was the date of shareholder approval. As of March 31, 2025, the Company received alternative cashless exercise notices for 191,503 Class F Common Stock Warrants resulting in the issuance of 383,005 shares of common stock, with 62,500 Class F Common Stock Warrants outstanding.

Class G Common Stock Warrants

On December 3, 2024 in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class G Common Stock Warrants to purchase up to 381,004 shares of common stock at an initial exercise price of $16.00 per share, valued on the issuance date in the aggregate at $2.1 million, which was included in the issuance costs of the warrant inducementand are treated as equity. The Class G Common Stock Warrants are exercisable for a period offive years from January 17, 2025, which was the date of shareholder approval. As part of the reverse stock split on January 28, 2025, common stock underlying the Class G Common Stock Warrants was adjusted from 381,004 shares of common stock to 1,621,463 shares of common stock and the exercise price was reset from $16.00 to $3.7596.

The fair value of the Class G Common Stock Warrants were estimated using the Black-Scholes option pricing model with the following assumptions:

10. Income Taxes

The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax loss and other comprehensive loss. The Company did not record a provision or benefit for income taxes during the three months ended March 31, 2025 and 2024, respectively.

For the three months ended March 31, 2025 and 2024, the Company recorded non-taxable income of $1,417 and $68,427, respectively, related to a change in the fair value of a warrant liability. The Company incurred taxable losses in 2024 and projects further taxable losses for 2025. The Company didnot record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets.

11. Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis ofone reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system.

The CODM of the Company is the Chief Executive Officer. The CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net loss that is also reported within the condensed consolidated statements of operations. The measure of segment assets that is reviewed by the CODM is reported within the condensed consolidated balance sheets as consolidated total assets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM: