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.

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 ~~August 11,~~November 7, 2022, the registrant had ~~23,416,105~~23,536,070 shares of common stock, $0.001 par value per share, outstanding.

Condensed Consolidated Statements of Changes in Stockholders’ ~~Deficit~~Equity (Deficit)


	Series A Preferred Stock						Series A-1 Preferred Stock						Common Stock						Additional Paid-in			Accumulated			Total Stockholders’ Equity			Series A Preferred Stock						Series A-1 Preferred Stock						Common Stock						Additional Paid-in			Accumulated			Total Stockholders’ Equity
	Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)			Shares			Amount			Shares			Amount			Shares			Amount			Capital			Deficit			(Deficit)
Balance as of December 31, 2020		628,930		$	403,733			—		$	—			2,293,154		$	2,293		$	5,536,060		$	(2,530,462	)	$	3,411,624			628,930		$	403,733			—		$	—			2,293,154		$	2,293		$	5,536,060		$	(2,530,462	)	$	3,411,624
Issuance of common stock		—			—			—			—			15,723			16			99,982			—			99,998			—			—			—			—			15,723			16			99,982			—			99,998
Issuance of Series A-1 Preferred Stock, net of issuance costs		—			—			684,450			3,904,872			—			—			—			—			3,904,872
Issuance of Series A-1 Preferred Stock, net																													—			—			684,450			3,904,872			—			—			—			—			3,904,872
Issuance of Warrants in connection with the issuance of the Series A-1 Preferred Stock		—			—			—			(326,675	)		—			—			326,675			—			—			—			—			—			(326,675	)		—			—			326,675			—			—
Payment for Series A Preferred Stock subscribed		—			3,499,997			—			—			—			—			—			—			3,499,997			—			3,499,997			—			—			—			—			—			—			3,499,997
Payment for common stock subscribed		—			—			—			—			—			—			499,998			—			499,998			—			—			—			—			—			—			499,998			—			499,998
Stock-based compensation expense		—			—			—			—			—			—			102,325			—			102,325			—			—			—			—			—			—			102,325			—			102,325
Net loss		—			—			—			—			—			—			—			(2,612,353	)		(2,612,353	)		—			—			—			—			—			—			—			(2,612,353	)		(2,612,353	)
Balance as of March 31, 2021		628,930			3,903,730			684,450			3,578,197			2,308,877			2,309			6,565,040			(5,142,815	)		8,906,461			628,930			3,903,730			684,450			3,578,197			2,308,877			2,309			6,565,040			(5,142,815	)		8,906,461
Stock-based compensation expense		—			—			—			—			—			—			131,321			—			131,321			—			—			—			—			—			—			131,321			—			131,321
Net loss		—			—			—			—			—			—			—			(2,469,594	)		(2,469,594	)		—			—			—			—			—			—			—			(2,469,594	)		(2,469,594	)
Balance as of June 30, 2021		628,930		$	3,903,730			684,450		$	3,578,197			2,308,877		$	2,309		$	6,696,361		$	(7,612,409	)	$	6,568,188			628,930			3,903,730			684,450			3,578,197			2,308,877			2,309			6,696,361			(7,612,409	)		6,568,188
Stock-based compensation expense																													—			—			—			—			—			—			131,320			—			131,320
Net loss																													—			—			—			—			—			—			—			(3,044,504	)		(3,044,504	)
Balance as of September 30, 2021																													628,930		$	3,903,730			684,450		$	3,578,197			2,308,877		$	2,309		$	6,827,681		$	(10,656,913	)	$	3,655,004

Balance as of December 31, 2021		628,930		$	3,903,730			684,450		$	3,578,197			2,308,877		$	2,309		$	6,933,593		$	(14,517,299	)	$	(99,470	)		628,930		$	3,903,730			684,450		$	3,578,197			2,308,877		$	2,309		$	6,933,593		$	(14,517,299	)	$	(99,470	)
Conversion of Series A Preferred Stock to common stock		(628,930	)		(3,903,730	)		—			—			—			—			—			—			(3,903,730	)		(628,930	)		(3,903,730	)		—			—			—			—			—			—			(3,903,730	)
Conversion of Series A-1 Preferred Stock to common stock		—			—			(684,450	)		(3,578,197	)		—			—			—			—			(3,578,197	)		—			—			(684,450	)		(3,578,197	)		—			—			—			—			(3,578,197	)
Issuance of common stock in connection with the Business Combination, net of issuance costs		—			—			—			—			10,635,336			10,635			14,335,619			—			14,346,254
Issuance of common stock in connection with the Business Combination, net																													—			—			—			—			10,635,336			10,635			14,335,619			—			14,346,254
Equity Issuance for fees in connection with the Business Combination		—			—			—			—			300,000			300			—			—			300			—			—			—			—			300,000			300			—			—			300
Proceeds from the PIPE Investment, net of issuance costs		—			—			—			—			1,293,126			1,293			7,260,926			—			7,262,219
Proceeds from the PIPE Investment, net																													—			—			—			—			1,293,126			1,293			7,260,926			—			7,262,219
Rollover Warrant exercise		—			—			—			—			1,891			2			5,072			—			5,074			—			—			—			—			1,891			2			5,072			—			5,074
Repurchase for the Forward Share Purchase Agreement exercise		—			—			—			—			(750,000	)		(750	)		(7,651,575	)		—			(7,652,325	)		—			—			—			—			(750,000	)		(750	)		(7,651,575	)		—			(7,652,325	)
Pre-Funded Warrants exercise		—			—			—			—			1,293,541			1,294			(1,281	)		—			13			—			—			—			—			1,293,541			1,294			(1,281	)		—			13
Stock-based compensation expense		—			—			—			—			—			—			137,892			—			137,892			—			—			—			—			—			—			137,892			—			137,892
Net loss		—			—			—			—			—			—			—			(6,616,541	)		(6,616,541	)		—			—			—			—			—			—			—			(6,616,541	)		(6,616,541	)
Balance as of March 31, 2022		-			-			-			-			15,082,771			15,083			21,020,246			(21,133,840	)		(98,511	)		—			—			—			—			15,082,771			15,083			21,020,246			(21,133,840	)		(98,511	)
Stock-based compensation expense		—			—			—			—			—			—			90,188			—			90,188			—			—			—			—			—			—			90,188			—			90,188
Net loss		—			—			—			—			—			—			—			(1,834,686	)		(1,834,686	)		—			—			—			—			—			—			—			(1,834,686	)		(1,834,686	)
Balance as of June 30, 2022		—		$	—			—		$	—			15,082,771		$	15,083		$	21,110,434		$	(22,968,526	)	$	(1,843,009	)		—			—			—			—			15,082,771			15,083			21,110,434			(22,968,526	)		(1,843,009	)
Proceeds from the July 2022 Public Offering, net																													—			—			—			—			8,333,334			8,333			4,442,715			—			4,451,048
RSU awards issued																													—			—			—			—			119,965			120			(120	)		—			—
Conversion of Accrued Expenses to Equity in connection with the Business Combination																													—			—			—			—			—			—			749,700			—			749,700
Stock-based compensation expense																													—			—			—			—			—			—			40,675			—			40,675
Net loss																													—			—			—			—			—			—			—			(1,170,736	)		(1,170,736	)
Balance as of September 30, 2022																													—		$	—			—		$	—			23,536,070		$	23,536		$	26,343,404		$	(24,139,262	)	$	2,227,678


	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Cash flows from operating activities:
Net loss	$	(8,451,227	)	$	(5,081,947	)	$	(9,621,963	)	$	(8,126,451	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		228,080			233,646			268,755			364,966
Depreciation expense		12,524			4,449			18,786			10,520
Non-cash lease expense		14,960			23,391			14,960			37,736
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		66,695			(1,556,399	)		332,548			(1,436,642	)
Accounts payable		(285,855	)		41,146			(736,246	)		165,200
Accrued expenses		(145,856	)		377,057			(568,937	)		807,324
Operating lease liability		(16,752	)		(18,349	)		(16,752	)		(34,319	)
Accrued interest on Promissory Notes Payable & Convertible Note		36,920			—			36,920			—
Net cash used in operating activities		(8,540,511	)		(5,977,006	)		(10,271,929	)		(8,211,666	)
Cash flows from investing activities:
Purchase of property and equipment		—			(148,116	)		—			(148,116	)
Net cash used in investing activities		—			(148,116	)		—			(148,116	)
Cash flows from financing activities:
Proceeds from the Convertible Note		2,500,000			—			2,500,000			—
Repayment of the Convertible Note		(2,500,000	)		—			(2,500,000	)		—
Proceeds from the Business Combination, net of issuance costs		11,923,499			—
Proceeds from the PIPE Investment, net of issuance costs		7,262,219			—
Proceeds from the Business Combination, net								11,923,499			—
Proceeds from the PIPE Investment, net								7,262,219			—
Proceeds from Rollover Warrant exercise		5,074			—			5,074			—
Repurchase for the Forward Share Purchase Agreement exercise		(7,652,325	)		—			(7,652,325	)		—
Repayments of Promissory Notes Payable, including interest expense		(796,882	)		—
Repayments of Promissory Notes Payable, including interest								(796,882	)		—
Proceeds from Pre-Funded Warrants exercise		13			—			13			—
Proceeds from issuance of common stock, net of issuance costs		—			599,996
Proceeds from issuance of Series A Preferred Stock, net of issuance costs		—			3,499,997
Proceeds from issuance of Series A-1 Preferred Stock, net of issuance costs		—			3,904,872
Proceeds from the July 2022 Public Offering, net								4,451,048			—
Proceeds from issuance of common stock, net								—			599,996
Proceeds from issuance of Series A Preferred Stock, net								—			3,499,997
Proceeds from issuance of Series A-1 Preferred Stock, net								—			3,904,872
Net cash provided by financing activities		10,741,598			8,004,865			15,192,646			8,004,865
Net increase in cash and cash equivalents		2,201,087			1,879,743
Net increase (decrease) in cash and cash equivalents								4,920,717			(354,917	)
Cash and cash equivalents at beginning of period		1,274,729			4,492,400			1,274,729			4,492,400
Cash and cash equivalents at end of period	$	3,475,816		$	6,372,143		$	6,195,446		$	4,137,483

Supplemental disclosure of non-cash investing and financing activities:
Current liabilities assumed in the Business Combination	$	2,149,432		$	—		$	2,149,432		$	—
Deferred underwriting commissions assumed in the Business Combination	$	2,911,260		$	—		$	2,911,260		$	—
Conversion of Series A Preferred Stock to common stock	$	3,903,730		$	—		$	3,903,730		$	—
Conversion of Series A-1 Preferred Stock to common stock	$	3,578,197		$	—		$	3,578,197		$	—
Equity Issuance for fees in connection with the Business Combination	$	300		$	—		$	300		$	—
Issuance of Common Warrants in connection with the PIPE Investment	$	3,634,262		$	—		$	3,634,262		$	—
Issuance of Placement Agent Warrants in connection with the PIPE Investment	$	508,797		$	—		$	508,797		$	—
Premium Financing Agreement	$	513,333		$	—
Premium Financing Agreement - D&O Insurance							$	513,333		$	—
Conversion of Accrued Expenses to Equity in connection with the Business Combination							$	749,700		$	—
Issuance of New Common Stock Warrants in connection with the July 2022 Public Offering							$	4,490,457		$	—
Issuance of New Placement Agent Warrants in connection with the July 2022 Public Offering							$	310,137		$	—
Acquisition of right-of-use asset through operating lease obligation	$	—		$	67,344		$	—		$	67,344
Issuance of warrants in connection with Series A-1 Preferred Stock	$	—		$	326,675		$	—		$	326,675

On July 31, 2022, the Company released 9 employees. As a result, during the three and nine months ended September 30, 2022, $0.4 million of accrued annual corporate bonus expense included in accrual payroll and related expenses as of December 31, 2021 and June 30, 2022 was reversed.

In connection with the Business Combination the Company entered into a payment deferral of legal fees with Loeb & Loeb, LLP, which, deferred the legal fees for six months from the Closing Date of the Business Combination, or July 9, 2022. The agreement stated, if the fees were not paid by July 9, 2022, 300,000 shares of common stock that were issued in January 2022 as collateral to Loeb & Loeb, LLP would be retained in lieu of cash payment, as full payment for the legal fees. As a result, during the three and nine months ended September 30, 2022, $0.7 million of accrued professional fees recorded as of June 30, 2022 were converted to equity.

8.9. Units

In connection with the Company's IPO, in October of 2020, the Company issued unit's that consists of one share of common stock and one warrant with an exercise price of $11.50 (the “Public Warrants”).

As of ~~June~~September 30, 2022 there were ~~21,136~~1,760,285 units outstanding, which trade on the Nasdaq Capital Market under the ticker symbol REVBU. The Company includes each share of common stock and Public Warrant from the unit’s in its calculation of common stock and Public Warrants outstanding, respectively.

9.10. Common Stock

Prior to the Business Combination, in December 2020, Revelation Sub authorized the sale and issuance of up to 29,977,303 shares of common stock, par value $0.001 per share. During 2020 Revelation Sub entered into multiple common stock purchase agreements that resulted in the issuance of 6,292,140 shares and raised net proceeds of $6.1 million. Issuance costs were $37,000 related to the sale and issuance of common stock.

Business Combination Transaction

At the Closing Date, the Company authorized the sale and issuance of up to 100,000,000 shares of common stock, $0.001 par value per share. Additionally, an aggregate of 9,871,343 shares of common stock, were issued in exchange for the Revelation Sub stock, outstanding as of immediately prior to the Effective Time.

Immediately after giving effect to the Business Combination, there were 12,944,213 shares of common stock outstanding.

On the Closing Date, the Company received net proceeds from the Business Combination of $11.9 million, of which $7.7 million was escrowed pursuant to a Forward Share Purchase Agreement entered into by Petra and $4.2 million was released to Revelation.

Subsequent to Business Combination

On January 23, 2022, the Company issued 1,293,126 shares of common stock in connection with the PIPE Investment. The Company received net proceeds of $7.3 million.

On January 31, 2022, the Company issued 300,000 shares of common stock as collateral to Loeb & Loeb, LLP as part of a payment deferral of legal fees in connection with the Business Combination.

On February 4, 2022, the Company cancelled 750,000 shares in connection with the exercise of the Forward Share Purchase Agreement and approximately $7.7 million that was in escrow was paid to Meteora.

On February 22, 2022, the Company issued 1,293,541 shares of common stock in connection with the notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $12.94.

On February 2, 2022, the Company issued 1,891 shares of common stock in connection with a notice of cash exercise for the Company’s Rollover Warrants with a total purchase price of $5,073.

On July 28, 2022, the Company issued 8,333,334 shares of its common stock in connection with the July 2022 Public Offering. The Company received net proceeds of $4.5 million.

On July 29, 2022, the Company issued 119,965 shares of common stock in connection with vested Rollover RSU awards.

As of ~~June~~September 30, 2022 and December 31, 2021, ~~15,082,771~~23,536,070 and 2,308,877 shares of common stock were issued and outstanding, respectively. As of ~~June~~September 30, 2022, 0no cash dividends have been declared or paid.

The total shares of common stock reserved for issuance are summarized as follows:


	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
Series A Preferred Stock		—		1,713,965		—		1,713,965
Series A-1 Preferred Stock		—		1,865,238		—		1,865,238
Public Warrants		10,511,597		—		10,511,597		—
Common Warrants		2,586,667		—		2,586,667		—
Placement Agent Warrants		362,134		—		362,134		—
New Common Stock Warrants						8,333,334		—
New Placement Agent Warrants						583,333		—
Rollover Warrants		165,976		167,867		165,976		167,867
Unvested and unissued Rollover RSU awards		460,706		460,706		257,047		460,706
Stock options outstanding		354,452		—		352,313		—
Dilutive shares reserved for issuance		14,441,532		4,207,776		23,152,401		4,207,776
Shares available for future stock grants under the 2021 Equity Incentive Plan		939,969		—		942,108		—
Total common stock reserved for issuance		15,381,501		4,207,776		24,094,509		4,207,776

~~10.~~11. Stock-Based Compensation

2020 Equity Incentive Plan and 2021 Equity Incentive Plan

Prior to the Merger, Revelation Sub adopted the Revelation Biosciences, Inc. 2020 Equity Incentive Plan (the “2020 Plan”) on October 1, 2020 for the issuance of stock-based awards. There was a total of 885,693 shares available for stock-based awards under the 2020 Plan of which 460,706 shares had been granted for RSU awards. On the Closing Date of the Business Combination, the outstanding RSU awards from the 2020 Plan were exchanged for Rollover RSU awards and the 2020 Plan was cancelled and there are 0no additional shares available for grant under the 2020 Plan.

In January 2022, in connection with the Business Combination, the Board of Directors adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved 1,294,421 authorized shares of common stock the Company could issue. The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest over one to four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased each January 1, beginning on January 1, 2022, by 10% of the aggregate number of outstanding shares of our common stock from the first day of the preceding calendar year to the first day of the current calendar year or such lesser number as determined by our board of directors.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date.

As of ~~June~~September 30, 2022, there were ~~939,969~~942,108 shares available for future grant under the 2021 Plan.

Restricted Stock Units

At the Closing Date of the Business Combination, all Revelation Sub RSU award holders received a Rollover RSU award in exchange for each RSU award of Revelation Sub at an exchange ratio of 2.725 that vest in accordance with the original terms of the award. The Company determined this to be a Type I modification but did not record any incremental stock-based compensation expense since the fair value of the modified awards immediately after the modification was not greater than the fair value of the original awards immediately before the modification.

The Rollover RSU awards have time-based and milestone-based vesting conditions. Under time-based vesting conditions, the Rollover RSU awards vest quarterly over one year for grants to the Board of Directors and quarterly over four years or 25% on the one year anniversary and the remainder vesting monthly thereafter for grants to officers, employees and consultants. The milestone-based vesting conditions vested on the Closing Date of the Business Combination.

As of ~~June~~September 30, 2022 and December 31, 2021, the Company has a total of257,047 and 460,706 Rollover RSU awards for shares of common stock outstanding, ~~of which~~respectively. During the nine months ended September 30, 2022, ~~262,042~~119,965 Rollover RSU awards have fully vested ~~but have not~~and been issued ~~each~~and 83,694 Rollover RSU awards have been forfeited. As of September 30, 2022, 257,047 Rollover RSU awards will vest and be issued over the next 2.4 years. Each Rollover RSU award converts to one share of common stock.

Stock Options

The Company has granted stock options which vest 25% on the one year anniversary of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. Stock options have a maximum term of 10 years.

~~During~~On July 29, 2022, in connection with the ~~six months ended June 30, 2022,~~release of 9 employees, the ~~Company~~Board of Directors granted ~~354,452~~195,821 stock options for shares of common stock ~~with and exercise price~~that vest 100% on the date of $grant. The stock options have a maximum term of ~~1.40~~3 ~~per share. As of June~~years.

The activity related to stock options, during the nine months ended September 30, 2022 is summarized as follows:

~~13,353~~


	Shares			Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (Years)
Outstanding at December 31, 2021		—		$	—
Granted		550,273			1.10
Exercised		—			—
Expired and foreited		(197,960	)		1.40
Outstanding at September 30, 2022		352,313		$	0.93		5.3
Exercisable at September 30, 2022		212,513		$	0.63		2.6

~~shares had vested from outstanding~~For the nine months ended September 30, 2022, the weighted-average Black-Scholes value per stock option ~~grants. The remaining contractual term of stock options is~~ was $0.74.~~9.7~~ ~~years. There were~~ 0 ~~equity awards exercised or forfeited as of the six months ended June 30, 2022.~~

The fair value of the stock options was estimated using the Black-Scholes option pricing model with the following weighted-average assumptions:


Volatility	~~70.5~~96.5	%
Expected term (years)	~~6.11~~5.00
Risk-free interest rate	~~1.92~~2.27	%
Expected dividend yield	0.0	%

Expected volatility is based on the historical volatility of shares of the Company’s common stock. In determining the expected term of stock options, the Company uses the “simplified” method. Under this method, the expected term is presumed to be the midpoint between the average vesting date and the end of the contractual term. The risk-free interest rate is based on the U.S.

Treasury yield for a period consistent with the expected term of the stock options in effect at the time of the grants. The dividend yield assumption is based on the expectation of no future dividend payments by the Company. In addition to assumptions used in the Black-Scholes model, the Company reduces stock-based compensation expense based on actual forfeitures in the period that each forfeiture occurs.

Stock-Based Compensation Expense

For the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company recorded stock-based compensation expense for the period indicated as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended September 30,					Nine Months Ended September 30,
	2022		2021		2022		2021		2022			2021		2022		2021
General and administrative:
RSU awards	$	27,033	$	114,527	$	84,112	$	208,567	$	23,928		$	114,527	$	108,040	$	323,095
Stock Options		24,691		—		47,696		—		(10,912	)		—		36,784		—
General and administrative stock-based compensation expense		51,724		114,527		131,808		208,567		13,016			114,527		144,824		323,095
Research and development:
RSU awards		16,795		16,794		33,587		25,079		6,021			16,793		39,608		41,871
Stock Options		21,669		—		62,685		—		21,638			—		84,323		—
Research and development stock-based compensation expense		38,464		16,794		96,272		25,079		27,659			16,793		123,931		41,871
Total stock-based compensation expense	$	90,188	$	131,321	$	228,080	$	233,646	$	40,675		$	131,320	$	268,755	$	364,966

As of ~~June 30, 2022, the total grant date estimate fair value of granted Rollover RSU’s and stock options was $1,075,244~~ ~~and $741,766, respectively.~~

~~As of June~~September 30, 2022, there was $~~457,401~~232,128 and $~~631,385~~106,446 of unrecognized stock-based compensation expense related to Rollover RSU awards and stock options, respectively. The unrecognized stock-based compensation expense is estimated to be recognized over a period of ~~2.6~~2.4 years and 3.4 years for Rollover RSU’s and stock options, respectively.

~~11.~~12. Warrants

Public Warrants

In connection with the Company's IPO, the Company issued 10,511,597 Public Warrants to purchase a share of common stock at an exercise price of $11.50 per share and expire on January 10, 2027. The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW.

The Company may redeem the Public Warrants at a price of $0.01 per Public Warrant upon not less than 30 days’ prior written notice of redemption if, and only if, the reported last sale price of the Company’s common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the notice of redemption to the Public Warrant holders; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying the Public Warrants. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

Rollover Warrants

Prior to the Merger, in connection with the issuance of the Series A-1 Preferred Stock through a private placement, Revelation Sub issued warrants to the placement agent to purchase an aggregate of 167,867 shares of common stock at an exercise price of $2.68 per share, valued on the issuance date of the Series A-1 Preferred Stock in the aggregate at $326,675 and included in the issuance costs of the Series A-1 Preferred Stock. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 31, 2027.

At the Closing Date of the Business Combination, all warrant holders received a Rollover Warrant with an exchange ratio of 2.725, which had already vested upon original issuance.

On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for 1,891 shares of common stock at a purchase price of $5,073. As of ~~June~~September 30, 2022, there were 165,976 Rollover Warrants remaining to be exercised or exchanged.

The fair value of the Rollover Warrants was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	115	%
Expected term (years)	6
Risk-free interest rate	0.85	%
Expected dividend yield	—0.0	%

Common Warrants

In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 2,586,667 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the aggregate at $3,634,262 and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 25, 2027.

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	47	%
Expected term (years)	5
Risk-free interest rate	1.54	%
Expected dividend yield	—0.0	%

Pre-Funded Warrants

In connection with the PIPE Investment, the Company issued warrants to the Purchaser to purchase an aggregate of 1,293,541 shares of common stock at an exercise price of $0.00001 per share.

On February 22, 2022, the Company received a notice of cash exercise for the Pre-Funded Warrants issued in connection with the PIPE Investment for 1,293,541 shares of common stock at purchase price of $12.94.

Placement Agent Warrants

In connection with the PIPE Investment, the Company issued warrants to the Placement Agent to purchase an aggregate of 362,134 shares of common stock at an exercise price of $3.29 per share, valued on the PIPE Investment purchase date in the aggregate at $508,797 and included in the issuance costs of the PIPE Investment. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on January 25, 2027.

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	47	%
Expected term (years)	5
Risk-free interest rate	1.54	%
Expected dividend yield	—0.0	%

New Common Stock Warrants

In connection with the July 2022 Public Offering, the Company issued warrants to purchase an aggregate of 8,333,334 shares of common stock at an exercise price of $0.60 per share, valued on the public offering purchase date in the aggregate at $4,490,457 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 28, 2027.

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	144	%
Expected term (years)	5
Risk-free interest rate	2.69	%
Expected dividend yield	0.0	%

New Placement Agent Warrants

In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase an aggregate of 583,333 shares of common stock at an exercise price of $0.75 per share, valued on the public offering purchase date in

the aggregate at $310,137 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on July 25, 2027.

The fair value of the warrants was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	144	%
Expected term (years)	5
Risk-free interest rate	2.69	%
Expected dividend yield	0.0	%

~~12.~~13. Income Taxes

For the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021, the Company did 0not recognize a provision for income taxes due to having recorded a full valuation allowance against its deferred tax assets. As of ~~June~~September 30, 2022 and December 31, 2021, the Company established a full valuation allowance against its deferred tax assets due to the uncertainty surrounding the realization of such assets. As of ~~June~~September 30, 2022 and December 31, 2021, the Company had 0no unrecognized tax benefits. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.

~~13.~~14. Subsequent Events

~~Public Offering~~

~~On July 28,~~In preparing these condensed consolidated financial statements, the Company has evaluated and determined there are no events and transactions for potential recognition or disclosure through November 10, 2022, the ~~Company closed a public offering of~~ ~~8,333,334~~ ~~shares of its common stock, together with warrants~~date the financial statements were available to ~~purchase up to~~ ~~8,333,334~~ ~~shares of its common stock (the “New Common Stock Warrants”) at an offering price to the public of $0.60~~ ~~per share and associated warrant. The New Common Stock Warrants will have an exercise price of $0.60~~ ~~per share, are exercisable upon issuance, and will expire~~ ~~five years~~ ~~following the date of issuance. The net proceeds to the Company from the offering were approximately $4.4~~ million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from this offering to further the development of REVTx-99b, REVTx-200 and REVTx-300; continue to develop other products and therapies; and fund working capital and general corporate purposes using any remaining amounts. A registration statement on Form S-1 (File No. 333-266108) relating to these securities has been filed with the SEC, and was declared effective by the SEC on July 25, 2022.

Roth Capital Partners, LLC (the “Placement Agent’) was engaged by the Company to act as its exclusive placement agent for the public offering. The Company agreed to pay the Placement Agent a cash fee equal to ~~7.0% of the gross proceeds received by the Company in the public offering, totaling approximately $350,000. In addition, the Company agreed to issue to the Placement Agent warrants to purchase up to~~ ~~583,333~~ ~~shares of common stock representing~~ ~~7.0% of the aggregate number of shares of common stock sold in the public offering (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $0.75~~ ~~per share and expire~~ ~~five years~~ ~~following the date of issuance.~~

~~Using the Black-Scholes option pricing model, the New Common Stock Warrants were valued in the aggregate at $4.5~~ ~~million and the Placement Agent Warrants were valued in the aggregate at $0.3~~ ~~million. Both were included in the issuance costs of the public offering.~~be issued.

1718

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

You should read the following discussion of our financial condition and results of operations in conjunction with our financial statements and the notes included elsewhere in the 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 the Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, 2021, particularly under the “Risk Factors” and “Disclosure Regarding Forward-Looking Statements” sections.

Throughout this section, unless otherwise noted, “we,” “our,” “us,” “Revelation” and the “Company” refer to Revelation Biosciences, Inc. and its subsidiary.

Overview

Revelation is a clinical-stage biopharmaceutical company founded in May 2020. We are focused on the development or commercialization of innate immune system therapeutics and diagnostics. Our current product candidates were developed by Revelation to potentially prevent, treat and detect disease. Our therapeutic product candidates are based on our therapeutic platform and consist of REVTx-100, which is being developed for the prevention or treatment of infections including those resulting from surgery, severe burns and ~~detection~~antibiotic resistance; REVTx-200, which is being developed as a potential intranasal therapy that will be administered concurrently with a commercially available IM vaccine; REVTx-300, which is being developed as a potential therapy for the treatment of ~~allergies~~chronic organ disease including CKD and ~~viral infections.~~NASH; REVTx-99b, which is being developed for the treatment of food allergies; and REVTx-99a, which was being developed as a broad anti-viral nasal drop solution for the potential prevention or potential treatment of respiratory viral infections until June of 2022. ~~REVTx-99b is being developed for the prevention or treatment of nasal congestion due to allergies or chronic rhinosinusitis.~~ Our ~~lead~~ diagnostic, REVDx-501 (REVIDTMRapid Test Kit), is being developed as a rapid point of care or at home diagnostic product that can potentially be used to detect various respiratory viral infections. The results display diagnostic is similar to a home pregnancy test with a simple to read visual readout in less than 15 minutes without the need for specialized instrumentation or complicated sample collection.

Since our inception in May 2020, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of REVTx-99a/b, REVTx-100, REVTx-200, REVTx-300 and REVDx-501, our product candidates.

We have funded our operations since our inception in May 2020 to ~~June~~September 30, 2022 through the issuance and sale of our capital stock, from which we have raised net proceeds of ~~$25.5~~$29.9 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 financial statements for ~~June~~September 30, 2022 were issued, which raises substantial doubt about our ability to continue as a going concern.

We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

We have incurred recurring losses since our inception, including a net loss of ~~$1.8~~$1.2 million and ~~$8.5~~$9.6 million for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, and ~~$2.5~~$3.0 million and ~~$5.1~~$8.1 million for the three and ~~six~~nine months ended ~~June~~September 30, 2021. As of ~~June~~September 30, 2022 we had an accumulated deficit of ~~$23.0~~$24.1 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

•

continue the research and development of our product candidates;

•

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

•

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

•

change or add manufacturers or suppliers of product candidate materials;

•

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

•

acquire or license other product candidates, technologies or biological materials;

•

make milestone, royalty or other payments under future license agreements;

•

obtain, maintain, protect and enforce our intellectual property portfolio;

•

seek to attract and retain new and existing skilled personnel;

•

create additional infrastructure to support our operations as a public company and incur increased legal, accounting, investor relations and other expenses; and

•

experience delays or encounter issues with any of the above.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical studies and our expenditures on other research and development activities.

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 REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 or other product candidates, which we expect will not be for at least several years, if ever. Accordingly, until such time as we can generate significant revenue from sales of REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 or other product candidates, if ever, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Recent Developments

Business Combination

On January 10, 2022, we consummated the previously announced Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 with Petra and Merger Sub. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Revelation Sub, with Revelation Sub as the surviving company in the Business Combination, and became a wholly-owned subsidiary of Petra and (ii) Petra changed its name to “Revelation Biosciences, Inc.”

Research and Development

Research and development expenses consist primarily of costs incurred for the development of our ~~lead~~ product candidates, REVTx-99a/b, REVTx-100, REVTx-200, REVTx-300 and ~~our lead diagnostic product~~ REVDx-501. Our research and development expenses consist primarily of external costs related to clinical development, costs related to contract research organizations, costs related to consultants, costs related to acquiring and manufacturing clinical study materials, costs related to contract manufacturing organizations and other vendors, costs related to the preparation of regulatory submissions, costs related to laboratory supplies and services, and personnel costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in research and development efforts.

We expense all research and development expenses in the periods in which they are incurred. We accrue for costs incurred as the services are being provided by monitoring the status of specific activities and the invoices received from our external service providers. We adjust our accrual as actual costs become known.

We expect our research and development expenses to increase substantially for the foreseeable future as we continue the development of REVTx-99b, REVTx-100, REVTx-200, REVTx-300 and REVDx-501 and continue to invest in research and development activities. The process of conducting the necessary clinical research and product development to obtain regulatory approval is costly and time consuming, and the successful development of REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 and any future product candidates is highly uncertain. To the extent that ~~REVTx-99b continues~~our product candidates continue to advance into larger and later stage clinical studies, our expenses will increase substantially and may become more variable.

The actual probability of success for REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 or any future product candidate may be affected by a variety of factors, including the safety and efficacy of our product candidates, investment in the development of REVDx-501, investment in our clinical programs, manufacturing capability and competition with other products. As a result, we are unable to determine the timing of initiation, duration and completion costs of our research and development efforts or when and to what extent we will generate revenue from the commercialization and sale of REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 or any future product candidate.

General and Administrative

Our general and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including financial advisory, legal, human resource, audit and accounting services and consulting costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in executive, finance and other administrative functions. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities. We also anticipate increased expenses as a result of operating as a public company, including increased expenses related to

financial advisory services, audit, legal, regulatory, investor relations costs, director and officer insurance premiums associated with maintaining compliance with exchange listing and SEC requirements.

Other Income (Expense), Net

Other income (expense), net primarily consists of foreign currency transaction gains and losses, interest expense for the Promissory Notes Payable and Convertible Note and interest income from our cash balances in savings accounts.

Results of Operations

The following table summarizes our results of operations for the periods presented:


	Three Months Ended June 30,									Six Months Ended June 30,									Three Months Ended September 30,									Nine Months Ended September 30,
	2022			2021			Change			2022			2021			Change			2022			2021			Change			2022			2021			Change
Operating expenses:
Research and development	$	975,583		$	1,159,505		$	(183,922	)	$	4,655,863		$	2,716,544		$	1,939,319		$	381,566		$	1,532,782		$	(1,151,216	)	$	5,037,429		$	4,249,326		$	788,103
General and administrative		884,837			1,282,375			(397,538	)		3,790,857			2,333,047			1,457,810			817,898			1,511,165			(693,267	)		4,608,755			3,844,212			764,543
Total operating expenses		1,860,420			2,441,880			(581,460	)		8,446,720			5,049,591			3,397,129			1,199,464			3,043,947			(1,844,483	)		9,646,184			8,093,538			1,552,646
Loss from operations		(1,860,420	)		(2,441,880	)		581,460			(8,446,720	)		(5,049,591	)		(3,397,129	)		(1,199,464	)		(3,043,947	)		1,844,483			(9,646,184	)		(8,093,538	)		(1,552,646	)
Total other income (expense), net		25,734			(27,714	)		53,448			(4,507	)		(32,356	)		27,849			28,728			(557	)		29,285			24,221			(32,913	)		57,134
Net loss	$	(1,834,686	)	$	(2,469,594	)	$	634,908		$	(8,451,227	)	$	(5,081,947	)	$	(3,369,280	)	$	(1,170,736	)	$	(3,044,504	)	$	1,873,768		$	(9,621,963	)	$	(8,126,451	)	$	(1,495,512	)

Research and Development Expenses

The following table summarizes our research and development expenses for the periods presented:


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended September 30,							Nine Months Ended September 30,
	2022		2021		Change			2022		2021		Change			2022		2021		Change			2022		2021		Change
REVTx-99a clinical study expenses	$	304,852	$	384,671	$	(79,819	)	$	3,077,967	$	975,871	$	2,102,096		$	8,993	$	680,975	$	(671,982	)	$	3,086,960	$	1,656,846	$	1,430,114
REVTx-99b clinical study expenses		105,136		22,212		82,924			275,497		22,212		253,285			110,389		87,996		22,393			385,886		110,208		275,678
REVTx-99a/b manufacturing expenses		110,159		—		110,159			216,913		—		216,913			8,665		—		8,665			225,578		—		225,578
REVDx-501 diagnostic development		20,771		211,616		(190,845	)		27,660		723,294		(695,634	)		—		336,521		(336,521	)		27,660		1,059,815		(1,032,155	)
Personnel expenses (including stock-based compensation)		417,823		411,918		5,905			994,258		766,408		227,850			84,315		391,852		(307,537	)		1,078,573		1,158,260		(79,687	)
Other expenses		16,842		129,088		(112,246	)		63,568		228,759		(165,191	)		169,204		35,438		133,766			232,772		264,197		(31,425	)
Total research and development expenses	$	975,583	$	1,159,505	$	(183,922	)	$	4,655,863	$	2,716,544	$	1,939,319		$	381,566	$	1,532,782	$	(1,151,216	)	$	5,037,429	$	4,249,326	$	788,103

Research and development expenses decreased by ~~$0.2~~$1.2 million, from ~~$1.2~~$1.5 million for the three months ended ~~June~~September 30, 2021 to ~~$1.0~~$0.4 million for the three months ended ~~June~~September 30, 2022. The decrease was primarily due to a decrease of ~~$0.2~~$0.7 million in clinical study expenses related to REVTx-99a, $0.3 million in diagnostic development expenses related to REVDx-501, and $0.3 million in personnel expenses. The decrease in personnel expenses is primarily due to the release of employees in July 2022, including a decrease of $0.1 million ~~in clinical study expenses~~due to the reversal of accrued bonus expense and non-cash, share-based compensation expense related to ~~REVTx-99a, and~~forfeited, unvested equity awards, offset by an increase in severance expense. These decreases were offset by an increase of $0.1 in other expenses as a result of ~~a decrease~~an increase in pre-clinical development costs related to REVTx-200 and REVTx-300, lab supplies, lab facilities costs and consulting expenses that were not specific to REVTx-99a/b ~~and~~or REVDx-501. ~~These decreases were offset by an increase of $0.1 million in REVTx-99a/b manufacturing expenses and $0.1 million in clinical study expenses related to REVTx-99b.~~

Research and development expenses increased by ~~$1.9~~$0.8 million, from ~~$2.7~~$4.2 million for the ~~six~~nine months ended ~~June~~September 30, 2021 to ~~$4.7~~$5.0 million for the ~~six~~nine months ended ~~June~~September 30, 2022. The increase was primarily due to an increase of ~~$2.1~~$1.4 million in clinical study expenses related to REVTx-99a, $0.3 million in clinical study expenses related to REVTx-99b, ~~$0.2 million in personnel expenses,~~ and $0.2 million in REVTx-99a/b manufacturing expenses. These increases were offset by a decrease of ~~$0.7~~$1.0 million in diagnostic development expenses

related to REVDx-501 and ~~$0.2~~$0.1 million in ~~other~~personnel expenses. The decrease in personnel expenses ~~as a result~~is primarily due to the release of employees in July 2022, including a decrease of $0.1 million due to the reversal of accrued bonus expense and non-cash, share-based compensation expense related to forfeited, unvested equity awards, offset by an increase in ~~lab supplies, lab facilities costs and consulting expenses that were not specific to REVTx-99a/b and REVDx-501.~~severance expense.

General and Administrative Expenses

The following table summarizes our general and administrative expenses for the periods presented:


	Three Months Ended June 30,							Six Months Ended June 30,							Three Months Ended September 30,							Nine Months Ended September 30,
	2022		2021		Change			2022		2021		Change			2022		2021		Change			2022		2021		Change
Personnel expenses (including employee stock-based compensation)	$	508,352	$	579,136	$	(70,784	)	$	1,186,459	$	1,264,206	$	(77,747	)	$	364,988	$	615,934	$	(250,946	)	$	1,551,447	$	1,880,140	$	(328,693	)
Legal and professional fees (including non-employee stock-based compensation)		137,577		689,994		(552,417	)		1,636,943		1,019,905		617,038			138,896		838,651		(699,755	)		1,775,839		1,858,556		(82,717	)
Other expenses		238,908		13,245		225,663			967,455		48,936		918,519			314,014		56,580		257,434			1,281,469		105,516		1,175,953
Total general and administrative expenses.	$	884,837	$	1,282,375	$	(397,538	)	$	3,790,857	$	2,333,047	$	1,457,810		$	817,898	$	1,511,165	$	(693,267	)	$	4,608,755	$	3,844,212	$	764,543

General and administrative expenses decreased by ~~$0.4~~$0.7 million, from ~~$1.3~~$1.5 million for the three months ended ~~June~~September 30, 2021 to ~~$0.9~~$0.8 million for the three months ended ~~June~~September 30, 2022. The decrease was primarily due to a decrease of ~~$0.6~~$0.7 million in financial advisory fees, legal fees and professional consulting service fees and ~~$0.1~~$0.3 million in personnel expenses. The decrease in personnel expenses is primarily due to the release of employees in July 2022, including a decrease of $0.1 million due to the reversal of accrued bonus expense and non-cash, share-based compensation expense related to forfeited, unvested equity awards, offset by an increase in severance expense. These decreases were offset by an increase of ~~$0.2~~$0.3 million in other expenses as a result of an increase in D&O Insurance.

General and administrative expenses increased by ~~$1.5~~$0.8 million, from ~~$2.3 million for the six months ended June 30, 2021 to~~ $3.8 million for the ~~six~~nine months ended ~~June~~September 30, 2021 to $4.6 million for the nine months ended September 30, 2022. The increase was primarily due to an increase of ~~$0.9~~$1.2 million in other expense as a result of an increase in D&O ~~Insurance~~Insurance. These increases were offset by a decrease of $0.3 million in personnel expenses and ~~$0.6~~$0.1 million in financial advisory fees, legal fees and professional consulting service fees. ~~These increases were offset by~~The decrease in personnel expenses is primarily due to the release of employees in July 2022, including a decrease of $0.1 million due to the reversal of accrued bonus expense and non-cash, share-based compensation expense related to forfeited, unvested equity awards, offset by an increase in ~~personnel expenses.~~severance expense.

Other Income (Expense), Net

Other income (expense), net was ~~$27,714~~$557 for the three months ended ~~June~~September 30, 2021 and ~~$25,734~~$28,728 for the three months ended ~~June~~September 30, 2022, related to interest expense for foreign currency transaction gains and losses and interest income from our cash balances in savings accounts.

Other income (expense), net was ~~$32,356~~$32,913 for the ~~six~~nine months ended ~~June~~September 30, 2021 and ~~$4,507~~$24,221 for the ~~six~~nine months ended ~~June~~September 30, 2022, related to interest expense for the Promissory Notes Payable and Convertible Note, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts.

Liquidity and Capital Resources

Since our inception to ~~June~~September 30, 2022, 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 ~~$25.5~~$29.9 million, of which ~~$11.6~~$16.0 million was received during the ~~six~~nine months ended ~~June~~September 30, 2022. As of ~~June~~September 30, 2022, we had available cash and cash equivalents of ~~$3.5~~$6.2 million and an accumulated deficit of ~~$23.0~~$24.1 million.

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our ~~lead~~ therapeutic product candidate, REVTx-99b, REVTx-100, REVTx-200, REVTx-300, and the development of our ~~lead~~ diagnostic product, REVDx-501. 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, diagnostic product 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.

We expect to continue to generate substantial operating losses for the foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of our current financial resources and through additional raises of capital.

To the extent that we raise additional capital through partnerships or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical studies or preclinical studies, research and development programs or commercialization efforts or grant rights to develop and market our product candidates or diagnostic product even if we would otherwise prefer to develop and market such product candidates or diagnostic product ourselves.

Going Concern

We have incurred recurring losses since our inception, including a net loss of ~~$8.5~~$9.6 million for the ~~six~~nine months ended ~~June~~September 30, 2022. As of ~~June~~September 30, 2022 we had an accumulated deficit of ~~$23.0~~$24.1 million, a stockholders’ ~~deficit~~equity of ~~$1.8~~$2.2 million and available cash and cash equivalents of ~~$3.5~~$6.2 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 REVTx-99b, REVTx-100, REVTx-200, REVTx-300, REVDx-501 or other product candidates, which we expect will not be for at least several years, if ever. ~~Additionally, taking into consideration the net proceeds of approximately $4.4 million received in connection with the public offering completed in July of 2022, we~~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~~September 30, 2022 were issued, which raises substantial doubt about our ability to continue as a going concern.

To continue as a going concern, we will need, among other things, to raise additional capital resources. We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

The unaudited condensed consolidated financial statements for ~~June~~September 30, 2022, 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.

Cash Flows

The following table summarizes our cash flows for the periods presented:


	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Net cash used in operating activities	$	(8,540,511	)	$	(5,977,006	)	$	(10,271,929	)	$	(8,211,666	)
Net cash used in investing activities		—			(148,116	)		—			(148,116	)
Net cash provided by financing activities.		10,741,598			8,004,865			15,192,646			8,004,865
Net increase in cash and cash equivalents	$	2,201,087		$	1,879,743
Net increase (decrease) in cash and cash equivalents							$	4,920,717		$	(354,917	)

Net Cash Used in Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2022, net cash used in operating activities was ~~$8.5~~$10.3 million, which consisted of a net loss of ~~$8.5~~$9.6 million and a net change of ~~$0.3~~$1.0 million in our net operating assets and liabilities, offset by non-cash charges of $0.3 million comprised of stock-based compensation expense, non-cash lease expense and depreciation expense.

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in operating activities was ~~$6.0~~$8.2 million, which consisted of a net loss of ~~$5.1~~$8.1 million and a net change of ~~$1.2~~$0.5 million in our net operating assets and liabilities, offset by non-cash charges of ~~$0.3~~$0.4 million comprised of stock-based compensation expense, non-cash lease expense and depreciation expense.

Net Cash Used in Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2022, there was no cash used in investing activities.

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash used in investing activities consisted of $0.1 million for purchases of lab equipment.

Net Cash Provided by Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2022, net cash provided by financing activities was ~~$10.7~~$15.2 million, from net proceeds of $4.2 million received in connection with the Business Combination, after exercise of the Forward Share Purchase Agreement of $7.7 million, ~~and~~ net proceeds of $7.3 million received from the PIPE, and net proceeds of approximately $4.5 million received from the July 2022 Public Offering, offset by $0.8 million in repayments of Promissory Notes Payable, including interest expense.

During the ~~six~~nine months ended ~~June~~September 30, 2021, net cash provided by financing activities was $8.0 million, from the sale of our common stock, Series A Preferred Stock and Series A-1 Preferred Stock.

Contractual Obligations and Other Commitments

The following table summarizes our contractual obligations as of ~~June~~September 30, 2022 and the effects of such obligations are expected to have on our liquidity and cash flow in future periods:


	Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total		Less than 1 year		1 to 3 years		3 to 5 years		More than 5 years		Total
Operating lease obligations	$	34,385	$	—	$	—	$	—	$	34,385	$	17,192	$	—	$	—	$	—	$	17,192
Premium Finance Agreement (D&O Insurance)		297,714								297,714
Premium Finance Agreement - D&O Insurance												74,428								74,428
Total contractual obligations	$	332,099	$	—	$	—	$	—	$	332,099	$	91,620	$	—	$	—	$	—	$	91,620

We have entered into an operating lease for laboratory space in San Diego, California. The table above includes future minimum lease payments under the non-cancelable lease arrangement.

We have entered into a Premium Finance Agreement with a lender that directly paid the Company’s D&O Insurance. The table above includes future minimum payments under the cancelable Premium Finance Agreement.

We enter into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks in the ordinary course of our business.

Interest Rate Risk

Our cash and cash equivalents consist primarily of highly liquid investments in money market funds and cash on hand and have an original maturity date of 90 days or less. The fair value of our cash and cash equivalents would not be significantly affected by either an increase or decrease in interest rates due mainly to the short-term nature of these instruments.

Foreign Currency Risk

Our expenses are generally denominated in the currencies in which our operations are located, which is primarily in the United States and Australia. We make payments to vendors for research and development services with payments denominated in foreign currencies including Australian Dollars and British Pounds. We are subject to foreign currency transaction gains or losses on our payments denominated in foreign currencies. To date, foreign currency transaction gains and losses have not been material and we

have not had a formal hedging program with respect to foreign currency; however, we may consider doing so in the future. A 10% increase or decrease in currency exchange rates would not have a material effect on our financial results.

Critical Accounting Policies and Significant Judgements and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the U.S. generally accepted accounting principles (“GAAP”). The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on our condensed consolidated financial statements. While our significant accounting policies are more fully described in the notes to our condensed consolidated financial statements, we believe that the accounting policies discussed below are most critical to understanding and evaluating our historical and future performance.

Research and Development Expenditures

We record accrued expenses for estimated preclinical and clinical study and research expenses related to the services performed but not yet invoiced pursuant to contracts with research institutions, contract research organizations and clinical manufacturing organizations that conduct and manage preclinical studies, and clinical studies, and research services on our behalf. Payments for these services are based on the terms of individual agreements and payment timing may differ significantly from the period in which the services were performed. Our estimates are based on factors such as the work completed, including the level of patient enrollment. We monitor patient enrollment levels and related activity to the extent reasonably possible and make judgments and estimates in determining the accrued balance in each reporting period. Our estimates of accrued expenses are based on the facts and circumstances known at the time. If we underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. As actual costs become known, we adjust our accrued expenses. To date, we have not experienced significant changes in our estimates of clinical study accruals.

Stock-based Compensation

We recognize the compensation expense related to stock options, third-party warrants, and RSU awards granted, based on the estimated fair value of the awards on the date of grant. The fair value of employee stock options and third-party warrants are generally determined using the Black-Scholes option-pricing model using various inputs, including estimates of ~~expected~~historic volatility, term, risk-free rate, and future dividends. The grant date fair value of the stock-based awards, which have graded vesting, is recognized using the straight-line method over the requisite service period of each stock-based award, which is generally the vesting period of the respective stock-based awards. The Company recognizes forfeitures as they occur.

As of ~~June~~September 30, 2022, there were ~~460,706~~257,047 Rollover RSU awards unvested and ~~354,452~~unissued and 352,313 stock options outstanding.

Determination of the Fair Value of Common Stock

Prior to the Business Combination, given the absence of a public trading market for our shares of common stock, our board of directors exercises its judgment and considers a number of objective and subjective factors to determine the best estimate of the fair value of our shares of common stock, including timely valuations of our shares of common stock prepared by an unrelated third-party valuation firm, important developments in our operations, sales of common stock and convertible preferred shares, actual operating results and financial performance, the conditions in the biotechnology industry and the economy in general, the stock price

performance and volatility of comparable public companies, and the lack of liquidity of our shares of common stock, among other factors. After the Business Combination, the fair value of each share of common stock is based on the closing price of our shares of common stock as reported on the date of grant.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of ~~June~~September 30, 2022, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

2526

PART II—OTHER INFORMATION

Item 1. Legal Proceedings

On February 18, 2022, LifeSci Capital LLC filed an action against the Company in the U.S. District Court for the Southern District of New York seeking damages in the amount of approximately $2.7 million in cash and $2.6 million in equity for unpaid banking and advisory fees. These fees arise under contracts which were entered into prior to the Business Combination and the Company is disputing the amount owed under those contracts and has asserted affirmative defenses including the defense that the amount of the fees sought exceeded the $8.5 million cap on transaction expenses in the Business Combination Agreement. This action remains pending as of the date of this ~~Quarterly~~ Report. $1.5 million of the claim relates to deferred underwriting fees from the Petra initial public offering, which are recorded as a current liability in the financial statements under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability can not be determined at this time.

On September 27, 2022, A-IR Clinical Research Ltd. filed a claim against the Company in the High Court of Justice, In the Business and Property Courts of England and Wales, seeking £1.6 million in unpaid invoices, plus interest and costs, relating to the Company’s viral challenge study. The Company is disputing the claim because much of the invoices relate to work that wasn’t performed and that it had misrepresented its qualifications to perform the contracted for work.

Item 1A. Risk Factors

Our business is subject to various risks, including those described below and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021.

WeAlthough our financial statements have been prepared on a going concern basis, we have a limited operating history and no products approved for commercial sale. We have incurred net losses since our inception, we anticipate that we will continue to incur significant losses for the foreseeable future, and even if we were to generate revenue, we may never achieve or maintain profitability.

We are a clinical stage biopharmaceutical company with a limited operating history may make it difficult to evaluate the success of our business to date and to assess our future viability. We commenced our operations in May 2020, and, to date, our operations have been limited to organizing and staffing our Company, business planning, raising capital, conducting research and development activities, including early clinical study, and providing general and administrative support for these operations. Investment in biopharmaceutical product development and diagnostic device is highly speculative because it entails substantial upfront capital expenditures and significant risk that any potential product candidate and/or diagnostic device will fail to demonstrate adequate effect and/or an acceptable safety profile, gain regulatory approval or become commercially viable. We currently have no products approved for commercial sale, we have not generated any revenue from product sales to date and we continue to incur significant research and development and other expenses related to our ongoing operations. We have limited experience as a Company conducting clinical studies and no experience as a Company commercializing any products.

We are not profitable and have incurred net losses since our inception. As of ~~March 31,~~September 30, 2022, we had an accumulated deficit of ~~$21.1~~$24.1 million. Consequently, predictions about our future success or viability may not be as accurate as they would be if we had a longer operating history or a history of successfully developing and commercializing pharmaceutical products. We have spent, and expect to continue to spend, significant resources to fund research and development of, conduct clinical studies, and seek regulatory approvals for, our Program Products, and any future product candidates. We expect to incur substantial and increasing operating losses over the next several years as our research, development, preclinical testing and clinical study activities increase. As a result, our accumulated deficit will also increase significantly. We may encounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may adversely affect our business. The size of our future net losses will depend, in part, on the rate of future growth of our expenses and our ability to generate revenue. Our prior losses and expected future losses have, had and will continue to have a material adverse effect on our stockholders’ equity and working capital.

Additionally, taking into consideration the net proceeds of approximately $4.4 million received in connection with the public offering completed in July of 2022, 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, 2022 were issued, which raises substantial doubt about our ability to continue as a going concern. In our own required quarterly assessments, we may continue to conclude that there is substantial doubt about our ability to continue as a going concern, and future reports from our independent registered public accounting firm may also contain statements expressing substantial doubt about our ability to continue as a going concern.

If we seek additional financing to fund our business activities in the future and there remains substantial doubt about going concern, investors or other financing sources may be unwilling to provide additional funding on commercially reasonable terms or at all. Our ability to raise more equity capital will depend in part on our ability to amend our certificate of incorporation to authorize additional shares of Common Stock.

The net losses we incur may fluctuate significantly from quarter-to-quarter such that a period-to-period comparison of our results of operations may not be a good indication of our future performance.

We have no products approved for marketing in any jurisdiction, our Program Products are in early stages of development. We have never generated any revenue from product sales. Our ability to generate revenue and achieve profitability depends on our ability, alone or with strategic collaboration partners, to successfully complete the development of and obtain the regulatory and marketing approvals necessary to commercialize one or more of our Program Products. We do not anticipate generating revenue from product sales in the next couple of years. Even if we eventually generate product revenue, we may never be profitable and, if we do achieve profitability, we may not be able to sustain or increase profitability on a quarterly or annual basis

We may not be able to raise additional funding on acceptable terms, or at all. Failure to obtain funding on acceptable terms and on a timely basis may require us to curtail, delay or discontinue our product development efforts or other operations. Raising additional funding may cause dilution to our stockholders.

Developing our Program Products is expensive, and we expect our research and development expenses to increase substantially in connection with our ongoing activities, particularly as we advance our Program Products through clinical studies, manufacturing and regulatory approval. We expect to finance future cash needs through public or private equity or debt offerings or product collaborations. We do not have any committed external source of funds. We cannot guarantee that future financing will be available in sufficient amounts or on terms acceptable to us, if at all, and the terms of any financing may adversely affect the interests or rights of our stockholders. Even if we believe that we have sufficient funds for our current or future operating plans, we may seek additional capital if market conditions are favorable or if we have specific strategic considerations. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may affect the value of your investment.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, your ownership interest will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect your rights as a stockholder. Debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt.

If we do not raise additional capital, we may not be able to expand our operations or otherwise capitalize on our business opportunities, our business and financial condition will be negatively impacted, and we may need to:

•

significantly delay, scale back or discontinue research and discovery efforts and the development or commercialization of our Product Programs and future program candidates or cease operations altogether;

•

seek strategic alliances for research and development programs when we otherwise would not, or at an earlier stage than we would otherwise desire or on terms less favorable than might otherwise be available; or

•

relinquish, or license on unfavorable terms, our rights to technologies or any product candidates that we otherwise would seek to develop or commercialize ourselves.

If Revelation is not able to comply with the applicable continued listing requirements or standards of Nasdaq, Nasdaq could delist our Common Stock.

Revelation’s Common Stock, Public Warrants and Units are listed on the Nasdaq Capital Market under the symbols “REVB,” “REVBW” and “REVBU,” respectively. As of March 31, 2022, we were not in compliance with ~~NASDAQ's~~NASDAQ’s stockholder equity requirement and our stock has traded for significant periods below the Nasdaq $1 minimum bid requirement. We have ~~submitted~~agreed with Nasdaq on a compliance plan which gives us until November 21, 2022 to ~~NASDAQ and~~regain compliance with the stockholder equity requirement. With the anticipated proceeds of this offering and other actions being undertaken by the Company we ~~believe we~~ will have ~~addressed~~met the ~~issues raised~~requirements of our compliance plan. Additionally, if our stock price continues to trade below $1 we are at risk of being delisted from Nasdaq. Under Nasdaq rules, if the Company meets the stockholder equity requirement of its compliance plan, it will have an additional six months to meet the $1 minimum bid requirement if it agrees to undertake a reverse stock split in the event the market price does not otherwise meet the minimum bid requirement by ~~Nasdaq.~~such date. If Nasdaq delists the Revelation Common Stock from trading on its exchange for failure to meet the listing standards such as the minimum ~~public~~ stockholders equity requirement or ~~for failure to hold an annual stockholders meeting,~~minimum bid price, we and our stockholders could face significant material adverse consequences including:

•

limited availability of market quotations for our securities;

•

reduced liquidity for Revelation’s securities;

•

a determination that the Revelation Common Stock is a “penny stock” which will require brokers trading in the Revelation Common Stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for Revelation’s securities;

•

a limited amount of news and analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

In the event that a reverse stock split is required to maintain the $1 minimum bid requirement for continued listing on Nasdaq, the Company intends to undertake such a stock split. Even if a reverse stock split is effected, there can be no assurance that the market price will increase in proportion to the reverse stock split, or be maintained above the Nasdaq minimum bid requirement. The market price of our Common Stock will continue to be based, in part, on our performance and other factors unrelated to the number of shares outstanding.

Our financial condition will be adversely affected if we are unsuccessful in our defense in our litigation with LifeSci Capital LLC

The investment banking firm for the SPAC into which we merged has brought suit against us for unpaid investment banking fees relating to the merger and deferred underwriting fees, which claims damages of $5.3 million, payable in a combination of cash and shares of common stock. See ~~“Legal~~“Item 1. Legal Proceedings.” While we have defenses which we believe are meritorious, if we were to be unsuccessful in the proceeding it would have a material adverse effect on our financial condition and reduce the available funds to advance our product development.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a)

None.

(b)

None.

(c)

The following table summarizes all of the repurchases of the Company’s equity securities during the ~~six~~nine months ended ~~June~~September 30, 2022:

Period

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number of shares that may yet be purchased under the plans or programs

Total number of shares purchased

Average price paid per share

Total number of shares purchased as part of publicly announced plans or programs

Maximum number of shares that may yet be purchased under the plans or programs

January 1, 2022 to January 31, 2022

–

February 1, 2022 to February 28, 2022

750,000(1)

$ 10.2031

750,000

–

750,000(1)

$ 10.2031

750,000

–

March 1, 2022 to March 31, 2022

–

April 1, 2022 to April 30, 2022

–

May 1, 2022 to May 31, 2022

–

June 1, 2022 to June 30, 2022

–

July 1, 2022 to July 31, 2022

–

August 1, 2022 to August 31, 2022

–

September 1, 2022 to September 30, 2022

–

Total

750,000

$ 10.2031

750,000

–

750,000

$ 10.2031

750,000

–


1.	Shares repurchased as part of the February 4, 2022 exercise of the Forward Share Purchase Agreement dated December 21, 2021, with a total repurchase amount of $7,652,325. The Forward Share Purchase Agreement expired 30 days after the Closing Date of the Business Combination. The shares of common stock repurchased have been retired.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).


Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, 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.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

2930

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	REVELATION BIOSCIENCES, INC.

Date: ~~August 15,~~November 10, 2022	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: ~~August 15,~~November 10, 2022	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting officer)

3031


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)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of common stock and one redeemable warrant	REVBU	The Nasdaq Stock Market LLC
Common stock, par value $0.001 per share	REVB	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share	REVBW	The Nasdaq Stock Market LLC


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
ASSETS
Current assets:
Cash and cash equivalents	$	3,475,816		$	1,274,729		$	6,195,446		$	1,274,729
Prepaid expenses and other current assets		575,481			637,342			309,628			637,342
Total current assets		4,051,297			1,912,071			6,505,074			1,912,071
Property and equipment, net		102,657			115,181			96,395			115,181
Right-of-use lease asset		—			14,960			—			14,960
Total assets	$	4,153,954		$	2,042,212		$	6,601,469		$	2,042,212
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	916,475		$	596,261		$	466,084		$	596,261
Accrued expenses		2,169,228			1,528,669			996,447			1,528,669
Lease liability		—			16,752			—			16,752
Deferred underwriting commissions		2,911,260			—			2,911,260			—
Total current liabilities		5,996,963			2,141,682			4,373,791			2,141,682
Total liabilities		5,996,963			2,141,682			4,373,791			2,141,682
Commitments and Contingencies (Note 5)
Stockholders’ deficit:
Series A Preferred Stock, $0.001 par value; 0 and 628,930 shares authorized, issued and outstanding at June 30, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $3,999,995 at June 30, 2022 and December 31, 2021, respectively		0			3,903,730
Series A-1 Preferred Stock, $0.001 par value; 0 and 1,100,000 shares authorized and 0 and 684,450 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $4,353,102 at June 30, 2022 and December 31, 2021, respectively		0			3,578,197
Common Stock, $0.001 par value; 100,000,000 and 11,000,000 shares authorized and 15,082,771 and 2,308,877 issued and outstanding at June 30, 2022 and December 31, 2021, respectively		15,083			2,309
Stockholders’ equity (deficit):
Series A Preferred Stock, $0.001 par value; zero and 628,930 shares authorized, issued and outstanding at September 30, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $3,999,995 at September 30, 2022 and December 31, 2021, respectively								—			3,903,730
Series A-1 Preferred Stock, $0.001 par value; zero and 1,100,000 shares authorized and zero and 684,450 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $4,353,102 at September 30, 2022 and December 31, 2021, respectively								—			3,578,197
Common Stock, $0.001 par value; 100,000,000 and 11,000,000 shares authorized and 23,536,070 and 2,308,877 issued and outstanding at September 30, 2022 and December 31, 2021, respectively								23,536			2,309
Additional paid-in-capital		21,110,434			6,933,593			26,343,404			6,933,593
Accumulated deficit		(22,968,526	)		(14,517,299	)		(24,139,262	)		(14,517,299	)
Total stockholders’ deficit		(1,843,009	)		(99,470	)
Total liabilities and stockholders’ deficit	$	4,153,954		$	2,042,212
Total stockholders’ equity (deficit)								2,227,678			(99,470	)
Total liabilities and stockholders’ equity (deficit)							$	6,601,469		$	2,042,212


	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Prepaid clinical costs	$	—	$	488,614	$	—	$	488,614
Prepaid insurance		412,500		—		206,270		—
Other prepaid expenses & current assets		162,981		148,728		103,358		148,728
Total prepaid expenses & current assets	$	575,481	$	637,342	$	309,628	$	637,342


	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Lab equipment	$	131,963		$	131,963		$	131,962		$	131,963
Total property and equipment, gross		131,963			131,963			131,962			131,963
Accumulated depreciation		(29,306	)		(16,782	)		(35,567	)		(16,782	)
Total property and equipment, net	$	102,657		$	115,181		$	96,395		$	115,181


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


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


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


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Stockholders’ ~~Deficit~~Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to the Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1819
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2526
Item 4.	Controls and Procedures	2526

PART II.	OTHER INFORMATION	2627

Item 1.	Legal Proceedings	2627
Item 1A.	Risk Factors	2627
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2829
Item 3.	Defaults Upon Senior Securities	2829
Item 4.	Mine Safety Disclosures	2829
Item 5.	Other Information	2830
Item 6.	Exhibits	2830
Signatures		3031


	June 30, 2022		December 31, 2021
Accrued payroll and related expenses	$	978,343	$	756,729
Accrued clinical study expenses		—		327,244
Accrued professional fees		799,023		294,130
Accrued clinical development costs		68,300		145,566
Accrued other expenses		30,229		5,000
Premium Finance Agreement		293,333		—
Total accrued expenses	$	2,169,228	$	1,528,669