aibioRevelation Biosciences gets $9.6 million gross proceeds in warrant inducement deal
Tickers REVB
Holders of 13,065,000 Class H warrants agreed to exercise at $2.20 per share and receive 13,065,000 new Class I warrants in a private placement. Roth Capital Partners advised.
Key facts
- Company
- Revelation Biosciences, Inc. (NASDAQ: REVB)
- News type
- Financings
- Primary source
- REVELATION BIOSCIENCES, INC. Form 8-K filed September 15, 2025 (SEC EDGAR)
Revelation Biosciences, Inc. (Nasdaq: REVB) agreed on September 10, 2025 to a warrant inducement deal that brings in aggregate gross proceeds of approximately $9.6 million, before deducting financial advisory fees. Certain holders agreed to exercise existing warrants for cash at $2.20 per share. In return, the company agreed to issue them new warrants in a private placement. The company described the terms in a Form 8-K filed September 15, 2025. Chester S. Zygmont, III, Chief Financial Officer, signed it.
The warrant exercise
Revelation entered into warrant exercise inducement offer letters with certain holders of 13,065,000 existing Class H Common Stock Warrants. Those warrants are exercisable for an aggregate of 4,355,000 shares of common stock, and the holders agreed to exercise them at $2.20 per share.
The shares issuable on exercise are registered under a Form S-1 (File No. 333-287423) that the Securities and Exchange Commission declared effective on May 28, 2025. The company's press release says the Class H warrants were issued on May 29, 2025, and that the offering was expected to close on or about September 11, 2025, subject to customary closing conditions. The company says it intends to use the net proceeds in connection with its clinical development plans and for working capital and general corporate purposes.
The new Class I warrants
In exchange for the immediate exercise for cash, the holders received 13,065,000 new Class I Common Stock Warrants in a private placement under Section 4(a)(2) of the Securities Act. The Class I warrants have an exercise price of $2.20 per share. They cannot be exercised until stockholders approve them, and they will then be exercisable for five years from the date of that approval.
The Class I warrants and the shares underlying them were not registered under the Securities Act. The 8-K says Revelation relied on Section 4(a)(2) and Rule 506(b) of Regulation D, and that it intends to issue the warrants under that exemption or under Section 3(a)(9). The company agreed to file a resale registration statement on Form S-3 within twenty days of the closing to register the resale of the shares underlying the Class I warrants.
The form of inducement letter adds mechanics. It sets the new warrants at 300% of the number of shares issued on the exercise. It also contains a beneficial ownership limit, set at 4.99% or 9.99% on each holder's signature page. If an exercise would take a holder past that limit, the company issues only the shares that fit under it, and holds the balance in abeyance until the holder says it can be issued.
Adviser and fee
Revelation signed a financial advisory services agreement dated September 10, 2025 with Roth Capital Partners, LLC. The company agreed to pay Roth a cash fee of 8% of the aggregate gross proceeds from the exercise of the existing warrants, plus reimbursement of certain expenses.
About the company
Revelation describes itself as a clinical-stage life science company focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. In its annual report on Form 10-K, filed March 6, 2025, it lists three programs: GEM-AKI to prevent acute kidney injury, GEM-CKD to treat chronic kidney disease, and GEM-PSI to prevent post surgical infection. The 10-K says Gemini is a formulation of phosphorylated hexaacyl disaccharide, an established TLR4 agonist.
The annual report carries going concern doubt. It reports a net loss of $15.0 million for 2024, an accumulated deficit of $40.5 million and cash and cash equivalents of $6.5 million at December 31, 2024. The company says that balance would not sustain operations for one year after the financial statements were issued, which raises substantial doubt about its ability to continue as a going concern. It has never generated revenue. The $9.6 million raised here is set against that record, and the new warrants add potential dilution of up to 13,065,000 shares.
The company is based in San Diego, California. The 10-K also records a 1-for-16 reverse stock split of its common stock that took effect on January 28, 2025.