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REVELATION BIOSCIENCES, INC.

For the period ended Sep 30, 2025. Filed Nov 6, 2025.

View on SEC.gov

About 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, 2025 · Filed Nov 6, 2025

REVB$3.89+9.3%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-06-30; filed 2025-08-08.

0000950170-25-105284

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-06.

0001193125-25-269450

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The 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 76 previous paragraphs and 76 current paragraphs.

55 unchanged; 17 reworded; 4 added; 4 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 3 previous and 3 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 (4)

Current report

Research and development expenses increased by $0.1 million, from $0.8 million for the three months ended September 30, 2024 to $0.9 million for the three months ended September 30, 2025. The increase was primarily due to an increase in clinical study expenses related to our Product Candidates.

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 $3.5 million received in connection with the Warrant Inducement.
Removed paragraphs (4)

Previous report

Research and development expenses decreased by $0.1 million, from $1.4 million for the three months ended June 30, 2024 to $1.3 million for the three months ended June 30, 2025. The decrease was primarily due to a decrease of other research and development expenses.

Previous report

During the six months ended June 30, 2024, net cash provided by financing activities was $5.4 million from the February Public Offering.
Reworded paragraphs (17)

Previous wording

Revelation is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini based programs consist of: GEM-AKI, which is being developed as a potential therapy for the prevention and treatment of acute kidney injury; GEM-CKD, which is being developed as a potential therapy for the prevention and treatment of chronic kidney disease; GEM-PSI, which is being developed for the prevention and treatment of post surgical infection; and GEM-PBI as a prevention of infection in severe burn patients requiring hospitalization (together the “Product Candidates”).

Current wording

Revelation is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini based programs consist of: GEM-AKI, which is being developed as a potential therapy for the treatment of acute kidney injury; GEM-CKD, which is being developed as a potential therapy for the treatment of chronic kidney disease; GEM-PSI, which is being developed for the prevention and treatment of post surgical infection; and GEM-PBI as a prevention of infection in severe burn patients requiring hospitalization (together the “Product Candidates”).

Previous wording

We have funded our operations since our inception to June 30, 2025 through the issuance and sale of our capital stock, from which we have raised net proceeds of $60.2 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 audited financial statements for June 30, 2025 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, 2025 through the issuance and sale of our capital stock, from which we have raised net proceeds of $69.2 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 condensed consolidated financial statements for September 30, 2025 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 $4.5 million for the six months ended June 30, 2025 and $11.1 million for the six months ended June 30, 2024. As of June 30, 2025 we had an accumulated deficit of $45.0 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 $6.4 million for the nine months ended September 30, 2025 and $13.3 million for the nine months ended September 30, 2024. As of September 30, 2025 we had an accumulated deficit of $46.9 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

Previous wording

Other (expense) income, net primarily consists of the change in fair value of warrant liability, clinical trial related settlement expenses with A-IR Clinical Research Ltd., foreign currency transaction gains and losses, interest expense and interest income from our cash balances in savings accounts.

Current wording

Other income (expense), net primarily consists of interest income from our cash balances in savings accounts, foreign currency transaction gains and losses, the change in fair value of warrant liability, and clinical trial related settlement expenses.

Previous wording

Research and development expenses increased by $0.1 million, from $2.1 million for the six months ended June 30, 2024 to $2.2 million for the six months ended June 30, 2025. The increase was primarily due to increases of $0.1 million of clinical study expense and $0.1 million of personnel expenses, offset by a decrease of $0.1 million of other research and development expenses.

Current wording

Research and development expenses increased by $0.2 million, from $2.9 million for the nine months ended September 30, 2024 to $3.1 million for the nine months ended September 30, 2025. The increase was due to increases in personnel expenses of $0.1 million and $0.1 million of clinical study expenses related to our Product Candidates.

Previous wording

General and administrative expenses for the three months ended June 30, 2025 and 2024 were $1.1 million for both periods.

Current wording

General and administrative expenses for the three months ended September 30, 2025 and 2024 were $1.0 million for each period.

Previous wording

General and administrative expenses increased by $0.1 million, from $2.3 million for the six months ended June 30, 2024 to $2.4 million for the six months ended June 30, 2025. The increase was primarily due to increases of $0.1 million in legal and professional fees.

Current wording

General and administrative expenses increased by $0.1 million, from $3.3 million for the nine months ended September 30, 2024 to $3.4 million for the nine months ended September 30, 2025. The increase was primarily due to an increase of $0.1 million in investor relations expense and $0.1 million in consulting fees, offset by a reduction in personnel expenses.

Previous wording

Other (expense) income, net was expense of $5.9 million for the three months ended June 30, 2024, primarily related to the clinical trial related settlement expenses with A-IR Clinical Research Ltd., offset by interest income from our cash balances in savings accounts. Other (expense) income, net, was minimal for the three months ended June 30, 2025.

Current wording

Other income (expense), net, was income of less than $0.1 million for the three months ended September 30, 2025 and related primarily to interest income from our cash balances in savings accounts. Other income (expense), net, was expense of $0.4 million for the three months ended September 30, 2024, primarily related to expense in connection with the deferred underwriting commissions, partially offset by 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 expense of $6.6 million for the six months ended June 30, 2024, primarily related to the change in fair value of the warrant liability, the clinical trial related settlement expenses with A-IR Clinical Research Ltd., foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other (expense) income, net, was income of $0.06 million for the six months ended June 30, 2025, primarily 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.

Current wording

Other income (expense), net, was income of $0.1 million for the nine months ended September 30, 2025, primarily related to interest income from our cash balances in savings accounts and foreign currency transaction gains and losses. Other income (expense), net, was expense of $7.1 million for the nine months ended September 30, 2024, primarily related to the LifeSci judgment expense, including reimbursement of costs, the clinical trial related settlement expenses with A-IR Clinical Research Ltd, 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, 2025, 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 $60.2 million. As of June 30, 2025, we had available cash and cash equivalents of $5.2 million and an accumulated deficit of $45.0 million.

Current wording

Since our inception to September 30, 2025, 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 $69.2 million. As of September 30, 2025, we had available cash and cash equivalents of $12.7 million and an accumulated deficit of $46.9 million.

Previous wording

We have incurred recurring losses since our inception, including a net loss of $4.5 million for the six months ended June 30, 2025. As of June 30, 2025 we had an accumulated deficit of $45.0 million, a stockholders’ equity of $3.8 million and available cash and cash equivalents of $5.2 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 Product Candidates 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 audited financial statements for June 30, 2025 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 $6.4 million for the nine months ended September 30, 2025. As of September 30, 2025 we had an accumulated deficit of $46.9 million, a stockholders’ equity of $11.0 million and available cash and cash equivalents of $12.7 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 the Product Candidates 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 audited financial statements for September 30, 2025 were issued, which raises substantial doubt about our ability to continue as a going concern.

Previous wording

The unaudited consolidated financial statements for June 30, 2025, have been prepared on the basis that we will continue as a going concern, and do 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 us to continue as a going concern.

Current wording

The unaudited condensed consolidated financial statements for September 30, 2025, have been prepared on the basis that we will continue as a going concern, and do 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 us to continue as a going concern.

Previous wording

During the six months ended June 30, 2025, net cash used in operating activities was $4.7 million, which consisted of a net loss of $4.5 million and a net change of $0.2 million comprised of the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense, offset by a net change of $0.5 million in our net operating assets and liabilities.

Current wording

During the nine months ended September 30, 2025, net cash used in operating activities was $6.3 million, which consisted of a net loss of $6.4 million and a net change of $0.3 million comprised primarily of stock-based compensation expense and depreciation expense, offset by a net change of $0.2 million in our net operating assets and liabilities.

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 $0.03 million comprised of the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense, offset by 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, 2025, there was no net cash provided by or used in investing activities.

Current wording

During the nine months ended September 30, 2025, there was no net cash provided by or used in investing activities.

Previous wording

During the six months ended June 30, 2024, net cash used in investing activities consisted of the purchase of lab equipment.

Current wording

During the nine months ended September 30, 2024, net cash used in investing activities consisted of the purchase of lab equipment.

Previous wording

During the six months ended June 30, 2025, net cash provided by financing activities was $3.4 million from the May 2025 Public Offering.

Current wording

During the nine months ended September 30, 2025, net cash provided by financing activities was $12.5 million and was primarily due to the May 2025 Public Offering of $3.4 million and the Class H Warrant Inducement in September 2025 of $8.7 million.