REVELATION BIOSCIENCES, INC.

As filed with the U.S. Securities and Exchange Commission on May 20, 2025

Registration No.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

**FORMS-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

DELAWARE

(Jurisdiction of incorporation or organization)

4660 La Jolla Village Drive,

Suite 100, San Diego,

CA 92122

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

650-800-3717

(Registrant’s telephone number, including area code)

James Rolke

Chief Executive Officer

Revelation Biosciences, Inc.

4660 La Jolla Village Drive, Suite 100

San Diego, California 92122

650-800-3717

(Name, address and phone number of agent for service)

Copies of Communications to:

**Approximate date of commencement of proposed sale to the public:**As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated May 20, 2025

PRELIMINARY PROSPECTUS

Up to 1,639,344 Shares of Common Stock

1,639,344 Pre-Funded Warrants to Purchase up to 1,639,344 Shares of Common Stock and up to 1,639,344 Shares of Common Stock Underlying the Pre-Funded Warrants

Up to 3,278,688 Class H-1 Common Stock Warrants to Purchase up to 3,278,688 Shares of Common Stock (which contains a zero exercise price option) and up to 3,278,688 Shares of Common Stock Underlying the Class H-1 Common Stock Warrants

Up to 3,278,688 Class H-2 Common Stock Warrants to Purchase up to 3,278,688 Shares of Common Stock and up to 3,278,688 Shares of Common Stock Underlying the Class H-2 Common Stock Warrants

Up to 1,639,344 Class H-3 Common Stock Warrants to Purchase up to 1,639,344 Shares of Common Stock and- 1,639,344 Shares of Common Stock Underlying the Class H-3 Common Stock Warrants

This is a best efforts public offering of up to 1,639,344 shares of our common stock, Class H-1 warrants (the “Class H-1 Warrants”) to purchase up to 3,278,688 shares of our common stock, Class H-2 warrants (the “Class H-2 Warrants”) to purchase up to 3,278,688 shares of our common stock and Class H-3 warrants (the “Class H-3 Warrants” and, collectively with the Class H-1 Warrants and Class H-2 Warrants, the “Common Stock Warrants”) to purchase up to an aggregate of 1,639,344 shares of our common stock, and the shares of common stock underlying the Common Stock Warrants, at an assumed combined public offering price of $3.05 per share of common stock and accompanying Common Stock Warrants. The Common Stock Warrants will be exercisable beginning on the effective date of such stockholder approval as may be required by the applicable rules and regulations of the Nasdaq Capital Market (or any successor entity) to permit the exercise of the Common Stock Warrants (“Stockholder Approval”), provided that if a holder of Common Stock Warrants has not complied with any automatic exercise of such holder’s Class H-3 Warrant (as described below), then such holder’s Class H-1 Warrant and Class H-2 Warrant will be exercisable for a reduced amount of shares of common stock equal to 100% of the sum of such holder’s shares of common stock and pre-funded warrants initially purchased at the closing of this offering. Each Common Stock Warrant is exercisable at an exercise price of $ share and will expire five years from the initial exercise date. In addition upon Stockholder Approval, a holder of Class H-1 Warrants may, at any time and in its sole discretion, exercise its Class H-1 Warrants in whole or in part by means of a one-time only “zero exercise price” option in which the holder is entitled to receive a number of shares of common stock that shall equal the product of (x) the aggregate number of shares of common stock that would be issuable upon exercise of the Class H-1 Warrant in accordance with its terms if such exercise were by means of a cash exercise rather than a cashless exercise and (y) 10. As a result of this feature, we do not expect to receive any cash proceeds from the exercise of the Class H-1 Warrants because it is highly unlikely that a Class H-1 Warrant holder will elect to pay an exercise price in cash to receive one share of common stock when they could elect the zero exercise price option in these circumstances to receive more shares of common stock than they would receive if they did pay an exercise price. As an example, given the above provisions, holders of the Class H-1 Warrants will be issued a maximum of 32,786,880 shares of common stock upon the exercise of the Class H-1 Warrants. Each Class H-1 Warrant includes one underlying share of common stock that may be obtained by exercising the Class H-1 Warrant at an assumed exercise price of $3.05 based on the assumed public offering price of $3.05 per share of common stock; however if the holder elects the zero exercise price option, the number of shares of common stock could increase to up to 10 shares of common stock underlying each Class H-1 Warrant. As such, holders of the Class H-1 Warrants may elect to be issued up to 32,786,880 shares of common stock upon the exercise of the Class H-1 Warrants. The Class H-3 Warrants shall be automatically exercised upon Stockholder Approval at an exercise price of $ share (provided that the other conditions provided in the Class H-3 Warrants are satisfied as of such date).

We are also offering to those purchasers, if any, whose purchase of common stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants in lieu of shares of our common stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of our outstanding common stock. The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant. Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise. This prospectus also relates to the shares of common stock that are issuable from time to time upon exercise of the pre-funded warrants and Common Stock Warrants.

Our common stock is quoted for trading on the Nasdaq Capital Market under the symbol “REVB”. On May 16, 2025, the last reported sales price for our common stock was $3.05 per share, which reflects the reverse stock split described below. The actual public offering price per share and accompanying Common Stock Warrants will be determined between us, the Placement Agent and the investors in the offering, and may be at a discount to the then current market price of our common stock. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price. We do not intend to apply for listing of the Common Stock Warrants or pre-funded warrants on any national securities exchange or trading system.

Effective January 28, 2025, we effected a 1-for-16 reverse stock split and January 25, 2024, we effected a 1-for-30 reverse stock split, of our outstanding shares of common stock. Unless specifically provided otherwise herein, the share and per share information that follows in this prospectus, other than in the historical financial statements and related notes included elsewhere in this prospectus, assumes the effect of the reverse stock split.

An investment in our common stock and warrants involves a high degree of risk. Before buying any securities you should carefully read the discussion of the material risks of investing in our common stock and warrants in “Risk Factors” beginning on page 7 of this prospectus.

We have engaged Roth Capital Partners, LLC as our exclusive placement agent (“Roth” or the “Placement Agent”) to use its reasonable best efforts to solicit offers to purchase our securities in this offering. The offering of the securities will terminate on the earlier of (i) the first date that we enter into securities purchase agreements to sell the securities offered hereby, or (ii) June 4, 2025. The Placement Agent has no obligation to purchase any of the securities from us or to arrange for the purchase or sale of any specific number or dollar amount of the securities. Because there is no minimum offering amount required as a condition to closing in this offering the actual public amount, placement agent’s fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus. We have agreed to pay the Placement Agent the placement agent fees set forth in the table below and to provide certain other compensation to the Placement Agent. See “Plan of Distribution” beginning on page 111 of this prospectus for more information regarding these arrangements.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

We expect this offering to be completed within two business days following the commencement of this offering and we will deliver all securities to be issued in connection with this offering delivery versus payment upon receipt of investor funds received by us. Accordingly, there is no arrangement to receive or place investor funds in an escrow, trust or any similar account.

We expect to deliver our shares, Common Stock Warrants and pre-funded warrants, if any, to purchasers in the offering on or about May _____, 2025.

Roth Capital Partners

Dated: , 2025

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