REVB 10-K Annual Report Dec. 31, 2023 | Alphaminr
REVELATION BIOSCIENCES, INC.

REVB 10-K Fiscal year ended Dec. 31, 2023

CIK: 1810560
Filing Type: 10-K/A
Report Date: 2023-12-31
Download URL: https://www.sec.gov/Archives/edgar/data/1810560/000095017024108793/revb-20231231.htm
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TABLE OF CONTENTS
Part I Financial InformationItem 1. Consolidated Financial Statements

Exhibits

3.2(14) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 30, 2023 3.3(9) Amendment to the Third Amended and Restated Certificate of Incorporation dated January 22, 2024 3.4(3) Second Amended and Restated Bylaws 3.5(8) Amendment to the Second Amended and Restated Bylaws 4.1(3) Specimen Common Stock Certificate 4.2(3) Specimen Warrant Certificate for Public Warrants 4.3(2) Warrant Agreement, dated October 7, 2020, between Continental Stock Transfer & Trust Company and the Company 4.4(5) Form of Unregistered Class A Common Stock Purchase Warrant dated January 25, 2022 4.5(5) Form of Unregistered Class A Placement Agent Warrant dated January 25, 2022 4.6(6) Form of Class B Common Stock Warrant dated July 28, 2022 4.7(6) Form of Class B Placement Agent Common Stock Purchase Warrant dated July 28, 2022 4.8(6) Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated July 28, 2022 4.9(7) Form of Class C Common Stock Warrant dated February 13, 2023 4.11(7) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 13, 2023 4.12(11) Form of Class D Common Stock Warrant dated February 5, 2024 4.13(11) Form of Class D Pre-Funded Warrant dated February 5, 2024 4.14(11) Form of Warrant Agency Agreement with Continental Stock Transfer & Trust Co. dated February 5, 2024 4.15(10) Description of Securities 10.1(1) Form of Letter Agreement from each of the Registrants sponsor, initial stockholder, officers and directors. 10.2(2) Registration Rights Agreement, dated October 7, 2020, between the Company and Investors. 10.3(2) Subscription Agreement, dated October 7, 2020, between the Company and Petra Investment Holdings LLC 10.4(2) Business Combination Marketing Agreement, dated October 7, 2020, by and among the Company, LifeSci Capital LLC, Ladenburg Thalmann & Co. Inc., Northland Securities, Inc., and Ingalls & Snyder LLC 10.5(2) Escrow Agreement, dated October 7, 2020, by and among the Company, Continental Stock Transfer & Trust Company and the Companys Initial Stockholders. 10.6(12) Revelation Biosciences, Inc. 2021 Equity Incentive Plan, as amended 10.7(3) Executive Employment Agreement between Revelation Biosciences, Inc. and James Rolke, effective July 27, 2021 10.8(3) Executive Employment Agreement between Revelation Biosciences, Inc. and Chester S. Zygmont, III, effective July 27, 2021 10.9(3) Revelation Common Stock Warrant Issued to National Securities Corporation 10.10(5) Securities Purchase Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.11(5) Registration Rights Agreement dated January 23, 2022 by and between the Company and Armistice Capital Master Fund Ltd. 10.12(6) Form of Securities Purchase Agreement dated July 28, 2022 10.13(6) Form of Placement Agency Agreement dated July 28, 2022 10.14(7) Form of Securities Purchase Agreement dated February 9, 2023 10.15(7) Form of Placement Agency Agreement Dated February 9, 2023 10.16(11) Form of Securities Purchase Agreement dated February 1, 2024 10.17(11) Form of Placement Agency Agreement dated February 1, 2024 14.1(13) Code of Ethics 21.1(4) List of Subsidiaries. 23.1* Consent of Baker Tilly US, LLP, independent registered public accounting firm of Revelation Biosciences, Inc. 31.1* Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 97* Claw Back Policy 99.1(13) Audit Committee Charter 99.2(13) Compensation Committee Charter 99.3(13) Nominating Committee Charter