REVELATION BIOSCIENCES, INC.

Previous wording

You should read the following discussion of our financial condition and results of operations in conjunction with our audited financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, the Company’s Form 10-K for the fiscal year ended December 31, 2025 and in the Company’s registration statements filed under the Securities Act of 1933, as amended, particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

Current wording

You should read the following discussion of our financial condition and results of operations in conjunction with our audited financial statements and the notes included elsewhere in this Form 10-Q. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, the Company’s Form 10-K for the fiscal year ended December 31, 2025, the other quarterly reports filed by the Company since January 1, 2026, and in the Company’s registration statements filed under the Securities Act of 1933, as amended, particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

Previous wording

Since our inception, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of the Product Candidates.

Current wording

Since our inception, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of the Product Candidates. Although since inception we have focused on the development of our Product Candidates, we may from time-to-time choose to pursue the development of other pharmaceutical compounds or product candidates to the extent that our management believes that they offer unique or proprietary features for the treatment of disease or other human medical conditions.

Previous wording

We have funded our operations since our inception to June 30, 2026 through the issuance and sale of our capital stock, from which we have raised net proceeds of $75.9 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 June 30, 2026 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, 2026 through the issuance and sale of our common stock, preferred stock, and warrants from which we have raised net proceeds of $75.9 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, 2026 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 $6.3 million for the six months ended June 30, 2026 and $4.5 million for the six months ended June 30, 2025. As of June 30, 2026 we had an accumulated deficit of $55.8 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 $9.6 million for the nine months ended September 30, 2026 and $6.4 million for the nine months ended September 30, 2025. As of September 30, 2026 we had an accumulated deficit of $59.1 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

Previous wording

continue the research and development of our product candidates;

Current wording

continue the research and development of product candidates;

Previous wording

initiate clinical studies for, or preclinical development of, our product candidates;

Current wording

initiate clinical studies for, or preclinical development of product candidates;

Previous wording

further develop and refine the manufacturing processes of our product candidates;

Current wording

further develop and refine the manufacturing processes of product candidates;

Previous wording

seek regulatory and marketing authorizations for any of our product candidates that successfully complete development;

Current wording

seek regulatory and marketing authorizations for any product candidates that successfully complete development;

Previous wording

On July 10, 2026, the Board of Directors of the Company adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The Rights will become exercisable only if a person or a group of affiliated or associated persons has become an “Acquiring Person,” which is defined in the Rights Agreement as a person or group of affiliated or associated persons who acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. In that case, each holder of a Right will be entitled to purchase one one-thousandth of a share of the Company’s Series B Preferred at a price of $20, subject to adjustment. The Rights are not exercisable until the Distribution Date, which is the earlier of (i) ten calendar days after a public announcement that a person has become an Acquiring Person and (ii) ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person. In addition, the Rights Agreement has customary flip-in, flip-over and exchange features, and the Board of Directors may redeem all of the Rights at a price of $0.001 per Right, at any time before a person becomes an Acquiring Person. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange.

Current wording

On July 10, 2026, the Company entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co. Pursuant to the Rights Agreement, the Company declared a dividend of one preferred purchase right (a “Right”) for each outstanding share of the Company’s common stock, payable to stockholders of record at the close of business on July 21, 2026. The Rights will become exercisable only if a person or a group of affiliated or associated persons acquires or obtains the right to acquire beneficial ownership of 10% or more of the Company’s outstanding common stock (15% in the case of a person who reports their beneficial ownership on Schedule 13G) without the prior approval of the Board of Directors. When exercisable, each holder of a Right will be entitled to purchase 1/1,000 th of a share of the Company’s Series B Preferred at a price of $140, subject to adjustment. The Rights expire on July 9, 2027 unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary of the date of such approval, in each case subject to earlier redemption or exchange. The Company designed and adopted the stockholder rights plan to protect stockholder value and deter coercive or unfair takeover tactics. As of September 30, 2026, the rights have not become exercisable.

Previous wording

On January 28, 2026, the Company effected a 1-for-4 reverse stock split of our outstanding shares of common stock, which had been approved at the 2025 annual meeting of stockholders on June 23, 2025. All share numbers included herein have been adjusted to reflect this reverse split.

Current wording

On January 28, 2026, the Company effected a 1-for-4 reverse stock split of our outstanding shares of common stock, which had been approved at the 2025 annual meeting of stockholders on June 23, 2025.

Previous wording

On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 2,136,251 Class I Common Stock Warrants, exercisable for 2,136,251 shares of common stock with an exercise price of $8.80 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 2,136,251 Class I Common Stock Warrants to purchase an aggregate of 2,136,251 shares of the Company’s common stock at an exercise price of $3.44 per share, and the Company’s agreement to issue 4,272,500 Class J Common Stock Warrants exercisable for a total of up to 4,272,500 shares of common stock, at an exercise price of $3.44. The Company received net proceeds of approximately $6.7 million from the warrant exercises.

Current wording

On January 23, 2026, the Company entered into warrant inducement offer letters with two holders of 305,180 Class I Common Stock Warrants, exercisable for 305,180 shares of common stock with an exercise price of $61.60 per share of common stock. Pursuant to the warrant inducement offer letters, the holders agreed to the immediate cash exercise of their 305,180 Class I Common Stock Warrants to purchase an aggregate of 305,180 shares of the Company’s common stock at an exercise price of $24.08 per share, and the Company’s agreement to issue 610,358 Class J Common Stock Warrants exercisable for a total of up to 610,358 shares of common stock, at an exercise price of $24.08. The Company received net proceeds of approximately $6.7 million from the warrant exercises.

Previous wording

Research and development expenses increased by $0.6 million, from $1.3 million for the three months ended June 30, 2025 to $1.9 million for the three months ended June 30, 2026. The increase was primarily due to increases of $0.7 million in program expenses related to GEM-AKI, $0.2 million in manufacturing expenses related to GEM-AKI, $0.1 million of other expenses related to the new facility, and $0.1 million in personnel expenses, offset by a $0.5 million decrease in program expenses related to GEM-CKD.

Current wording

Research and development expenses increased by $0.6 million, from $0.9 million for the three months ended September 30, 2025 to $1.5 million for the three months ended September 30, 2026. The increase was primarily due to increases of $0.5 million in program expenses related to GEM-AKI, $0.1 million in manufacturing expenses related to GEM-AKI, $0.1 million of other expenses related to the new facility, and $0.2 million in personnel expenses, offset by a $0.3 million decrease in program expenses related to GEM-CKD.

Previous wording

Research and development expenses increased by $1.1 million, from $2.2 million for the six months ended June 30, 2025 to $3.3 million for the six months ended June 30, 2026. The increase was primarily due to increases of $0.7 million in program expenses related to GEM-AKI, $0.5 million in manufacturing expenses related to GEM-AKI, $0.3 million of other expenses primarily related to the new facility, and $0.2 million in personnel expenses, offset by a $0.6 million decrease in program expenses related to GEM-CKD.

Current wording

Research and development expenses increased by $1.7 million, from $3.1 million for the nine months ended September 30, 2025 to $4.8 million for the nine months ended September 30, 2026. The increase was primarily due to increases of $1.2 million in program expenses related to GEM-AKI, $0.6 million in manufacturing expenses related to GEM-AKI, $0.4 million of other expenses primarily related to the new facility, and $0.4 million in personnel expenses, offset by a $0.9 million decrease in program expenses related to GEM-CKD.

Previous wording

General and administrative expenses increased by $0.6 million, from $1.1 million for the three months ended June 30, 2025 to $1.7 million for the three months ended June 30, 2026. The increase was primarily due to increases of $0.5 million in personnel expenses, including stock-based compensation, and $0.1 million in professional fees.

Current wording

General and administrative expenses increased by $0.9 million, from $1.0 million for the three months ended September 30, 2025 to $1.9 million for the three months ended September 30, 2026. The increase was primarily due to increases of $0.7 million in personnel expenses, including stock-based compensation, and $0.2 million in professional fees.

Previous wording

General and administrative expenses increased by $1.1 million, from $2.4 million for the six months ended June 30, 2025 to $3.5 million for the six months ended June 30, 2026. The increase was primarily due to increases of $0.8 million in personnel expenses, including stock-based compensation, and $0.3 million in professional fees and costs related to the new facility lease.

Current wording

General and administrative expenses increased by $1.9 million, from $3.4 million for the nine months ended September 30, 2025 to $5.3 million for the nine months ended September 30, 2026. The increase was primarily due to increases of $1.5 million in personnel expenses, including stock-based compensation, and $0.5 million in professional fees.

Previous wording

Other income (expense), net, increased by $0.3 million, from $17,000 for the three months ended June 30, 2025 to $0.3 million for the three months ended June 30, 2026. The increase was primarily due to a refund received from the state of Delaware for overpaid franchise fees totaling $0.3 million.

Current wording

Other income (expense), net, increased by $32,000, from $36,000 for the three months ended September 30, 2025 to $68,000 for the three months ended September 30, 2026. The increase was primarily due to interest income from our cash balances in savings accounts.

Previous wording

Other income (expense), net, increased by $0.4 million, from $0.1 million for the six months ended June 30, 2025 to $0.4 million for the six months ended June 30, 2026. The increase was primarily due to a refund received from the Delaware Secretary of State for overpaid franchise fees totaling $0.3 million, and an increase of $0.1 million in interest income from our cash balances in savings accounts.

Current wording

Other income (expense), net, increased by $0.4 million, from $0.1 million for the nine months ended September 30, 2025 to $0.5 million for the nine months ended September 30, 2026. The increase was primarily due to a refund received from the Delaware Secretary of State for overpaid franchise fees totaling $0.3 million and an increase of $0.1 million in interest income from our cash balances in savings accounts.

Previous wording

Since our inception to June 30, 2026, 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 $75.9 million. As of June 30, 2026, we had available cash and cash equivalents of $11.5 million and an accumulated deficit of $55.8 million.

Current wording

Since our inception to September 30, 2026, 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 $75.9 million. As of September 30, 2026, we had available cash and cash equivalents of $9.1 million and an accumulated deficit of $59.1 million.

Previous wording

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our Product Candidates or other product candidates. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

Current wording

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our Product Candidates or other product candidates. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which of our current or future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

Previous wording

We have incurred recurring losses since our inception, including a net loss of $6.3 million for the six months ended June 30, 2026. As of June 30, 2026 we had an accumulated deficit of $55.8 million, a stockholders’ equity of $10.1 million and available cash and cash equivalents of $11.5 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 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 unaudited financial statements for June 30, 2026 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 $9.6 million for the nine months ended September 30, 2026. As of September 30, 2026 we had an accumulated deficit of $59.1 million, a stockholders’ equity of $7.2 million and available cash and cash equivalents of $9.1 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 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 unaudited financial statements for September 30, 2026 were issued, which raises substantial doubt about our ability 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, adjusted for non-cash items of $0.2 million, including the change in fair value of the warrant liability, stock-based compensation expense and depreciation expense, and a net change of $0.5 million in our net operating assets and liabilities.

Current wording

During the nine months ended September 30, 2026, net cash used in operating activities was $8.1 million, which consisted of a net loss of $9.6 million, adjusted for non-cash items of $1.5 million, including stock-based compensation expense, non-cash lease expense and depreciation expense.

Previous wording

During the six months ended June 30, 2026, net cash used in operating activities was $5.8 million, which consisted of a net loss of $6.3 million, adjusted for non-cash items of $1.0 million, including stock-based compensation expense, non-cash lease expense and depreciation expense, and a net change of $0.4 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, adjusted for non-cash items of $0.3 million, including stock-based compensation expense and depreciation expense, and a net change of $0.2 million in our net operating assets and liabilities.

Previous wording

During the six months ended June 30, 2026, net cash used in investing activities consisted of the purchase of property and equipment.

Current wording

During the nine months ended September 30, 2026, net cash used in investing activities of $0.1 million consisted of the purchase of property and equipment.

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, 2026, net cash provided by financing activities was $6.7 million and was due to net proceeds received from the Class I Warrant Inducement in January 2026.

Current wording

During the nine months ended September 30, 2026, net cash provided by financing activities was $6.7 million and was due to net proceeds received from the Class I Warrant Inducement in January 2026.

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 from the May 2025 Public Offering of $3.4 million and the Class H Warrant Inducement in September 2025 of $8.7 million.