10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-39603

REVELATION BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3898466
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4660 La Jolla Village Drive, Suite 100, San Diego, CA	92122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 800-3717

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	REVB	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a 1/1,050th share of common stock at an exercise price of $12,075.00 per share	REVBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

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 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 6, 2024, the registrant had 1,632,935 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents


		Page
PART I	FINANCIAL INFORMATION	3
Item 1.	Consolidated Financial Statements (Unaudited)	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Operations	4
	Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	5
	Consolidated Statements of Cash Flows	6
	Notes to the Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28
Item 1A.	Risk Factors	28
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		30

PART I—FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements (Unaudited)

REVELATION BIOSCIENCES, INC.

Consolidated Balance Sheets

(Unaudited)


	March 31, 2024			December 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	14,551,740		$	11,991,701
Deferred offering costs		—			71,133
Prepaid expenses and other current assets		71,876			84,691
Total current assets		14,623,616			12,147,525
Property and equipment, net		77,994			65,084
Total assets	$	14,701,610		$	12,212,609
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,681,665		$	1,359,898
Accrued expenses		620,280			1,152,460
Deferred underwriting commissions		2,911,260			2,911,260
Warrant liability		15,260			141,276
Total current liabilities		5,228,465			5,564,894
Total liabilities		5,228,465			5,564,894
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Common Stock, $0.001 par value; 500,000,000 shares authorized at March 31, 2024 and December 31, 2023 and 1,632,935 and 264,537 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		1,633			265
Additional paid-in-capital		37,620,047			32,114,552
Accumulated deficit		(28,148,535	)		(25,467,102	)
Total stockholders’ equity		9,473,145			6,647,715
Total liabilities and stockholders’ equity	$	14,701,610		$	12,212,609

See accompanying notes to the consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Consolidated Statements of Operations

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Operating expenses:
Research and development	$	717,582		$	525,273
General and administrative		1,184,556			1,094,574
Total operating expenses		1,902,138			1,619,847
Loss from operations		(1,902,138	)		(1,619,847	)
Other (expense) income:
Change in fair value of warrant liability		68,427			7,744,935
Other (expense) income, net		(847,722	)		34,107
Total other (expense) income, net		(779,295	)		7,779,042
Net (loss) earnings	$	(2,681,433	)	$	6,159,195

Net (loss) earnings per share, basic	$	(2.46	)	$	45.52
Weighted-average shares used to compute net (loss) earnings per share, basic		1,089,833			135,305

Net (loss) earnings per share, diluted	$	(2.46	)	$	37.07
Weighted-average shares used to compute net (loss) earnings per share, diluted		1,089,833			166,144

See accompanying notes to the consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

(Unaudited)


	Series A Preferred Stock					Common Stock				Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount		Shares		Amount		Capital			Deficit			Equity
Balance at December 31, 2022		1		$	—		77,375	$	77	$	26,399,224		$	(25,346,848	)	$	1,052,453
Redemption of Series A Preferred Stock		(1	)		—		—		—		—			—			—
Issuance of common stock from the February 2023 Public Offering		—			—		96,287		96		33,378			—			33,474
Class C Pre-Funded Warrants exercise		—			—		6,434		7		12			—			19
Alternative cashless exercise of Class C Common Stock Warrants		—			—		32,190		32		2,740,378			—			2,740,410
Stock-based compensation expense		—			—		—		—		32,095			—			32,095
Net income		—			—		—		—		—			6,159,195			6,159,195
Balance as of March 31, 2023		—		$	—		212,286	$	212	$	29,205,087		$	(19,187,653	)	$	10,017,646

Balance at December 31, 2023		—		$	—		264,537	$	265	$	32,114,552		$	(25,467,102	)	$	6,647,715
Issuance of common stock from the February 2024 Public Offering		—			—		128,470		128		5,416,925			—			5,417,053
Class D Pre-Funded Warrants exercise		—			—		1,236,530		1,237		(1,110	)		—			127
Alternative cashless exercise of Class C Common Stock Warrants		—			—		3,398		3		57,586			—			57,589
Stock-based compensation expense		—			—		—		—		32,094			—			32,094
Net loss		—			—		—		—		—			(2,681,433	)		(2,681,433	)
Balance as of March 31, 2024		—		$	—		1,632,935	$	1,633	$	37,620,047		$	(28,148,535	)	$	9,473,145

See accompanying notes to the consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
	2024			2023
Cash flows from operating activities:
Net (loss) income	$	(2,681,433	)		6,159,195
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Stock-based compensation expense		32,094			32,095
Depreciation expense		6,262			6,263
Change in fair value of warrant liability		(68,427	)		(7,744,935	)
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		12,815			(259,255	)
Deferred offering costs		71,133			61,154
Accounts payable		321,767			168,801
Accrued expenses		(532,180	)		1,528
Net cash used in operating activities		(2,837,969	)		(1,575,154	)
Cash flows from investing activities:
Purchase of property and equipment		(19,172	)		—
Net cash used in investing activities		(19,172	)		—
Cash flows from financing activities:
Proceeds from the February 2024 Public Offering, net		5,417,053			—
Proceeds from Class D Pre-Funded Warrants exercise		127			—
Redemption of Series A Preferred Stock		—			(5,000	)
Proceeds from the February 2023 Public Offering, net

SEC Form 10-Q filed by Revelation Biosciences Inc.