aibioRevelation amends CEO and CFO employment agreements and bylaws
Tickers REVB
The amended agreements raise change-in-control severance and set a three-year initial term, and the board amended the bylaws on proxy nominations, the definition of Cause and emergency succession.
Key facts
- Company
- Revelation Biosciences, Inc. (NASDAQ: REVB)
- News type
- Company Updates
- Primary source
- Revelation Biosciences, Inc. 8-K (2026-06-24)
On June 24, 2026, Revelation Biosciences, Inc. entered into Amended and Restated Executive Employment Agreements with James Rolke, its Chief Executive Officer, and Chester S. Zygmont, III, its Chief Financial Officer. The agreements took effect the same day. The board also approved and adopted amendments to the company's Second Amended and Restated Bylaws, effective June 24, 2026. The changes were disclosed in a Form 8-K.
The employment agreements
The most significant change concerns severance after a change in control. A covered termination now triggers enhanced benefits if it happens during the period beginning three months before a change in control and ending 12 months after one. In that window, each executive is entitled to a severance base amount equal to two times the sum of his current base salary and target annual bonus. He also gets a pro rata target bonus and up to 18 months of COBRA premiums.
The agreements also give each executive more flexibility to engage in certain outside activities. An independent board committee must find them beneficial, or at least not detrimental.
The initial term is three years from June 24, 2026. The agreements renew automatically for successive one-year periods unless either party gives at least 30 days' prior written notice of non-renewal. The full agreements are filed as Exhibits 10.1 and 10.2.
Bylaw amendments
The bylaws add Section 1.11.6, which requires any proposing person who intends to solicit proxies for director nominees other than the company's nominees to comply with Rule 14a-19 under the Exchange Act. That person must give written notice no later than 120 calendar days before the anniversary of the previous year's annual meeting, or, for a special meeting, 120 calendar days before that meeting. Each proposed nominee must also sign a written undertaking to follow the company's policies. These steps add hurdles for a stockholder trying to challenge the board.
The bylaws add Section 2.11, which defines Cause for directors and officers. The definition covers a felony or a misdemeanor involving moral turpitude, fraud, embezzlement, theft or dishonesty, fraud or knowing dishonesty against the company, willful misconduct or gross negligence that causes material harm, and a material breach of fiduciary duty. It also covers uncured policy violations, with a 30-day cure period. A majority of the independent directors makes the determination in good faith, or independent counsel does so if too few are available.
The filing says that, under Section 141(k)(1) of the Delaware General Corporation Law and the company's classified board, directors may be removed by stockholders only for Cause as so defined. Section 4.10 is amended to use the same definition when the board removes an officer for Cause. With a classified board, a narrow Cause definition makes it hard for stockholders to remove directors, and the larger severance payout makes a sale of the company costlier.
Section 4.12 adds an interim succession framework for the death, disability or other sudden vacancy of the CEO or CFO. The filing says that if the CEO office is vacant, the CFO shall immediately assume and perform those duties.
The company
Revelation describes itself as a clinical-stage life science company focused on rebalancing inflammation with its proprietary formulation, Gemini. Its programs include GEM-AKI for acute kidney injury and GEM-CKD for chronic kidney disease. Its common stock and public warrants trade on Nasdaq under REVB and REVBW.
Financial position
The annual report, filed February 26, 2026, shows research and development expense of $4.1 million for 2025, compared with $3.5 million for 2024. The net loss was $8.9 million for 2025, compared with $15.0 million for 2024. Cash used in operations was $8.3 million for 2025, compared with $18.3 million for 2024. Year-end 2024 cash and cash equivalents were $6.5 million.
What comes next
The employment agreements run for an initial three years from June 24, 2026, and renew in one-year periods unless either party gives 30 days' notice. The company is still loss-making, with a net loss of $8.9 million in 2025, and it has no clinical efficacy results in these sources.