0001810560false00018105602023-07-142023-07-140001810560revb:CommonStockParValue0001PerShareMember2023-07-142023-07-140001810560revb:RedeemableWarrantsEachExercisableForOneByThirtyFifthShareOfCommonStockAtExercisePriceOf40250PerShareMember2023-07-142023-07-14

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 14, 2023

 

 

REVELATION BIOSCIENCES, INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39603

84-3898466

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4660 La Jolla Village Drive

Suite 100

 

San Diego, California

 

92122

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (650) 800-3717

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common stock, par value $0.001 per share

 

REVB

 

The Nasdaq Stock Market LLC

Redeemable warrants, each exercisable for a 1/35th share of common stock at an exercise price of $402.50 per share

 

REVBW

 

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of the Company, a total of 2,309,314 shares of the Company’s common stock, being greater than one-third of the 5,773,983 shares of common stock issued and outstanding and entitled to vote as of the record date for the Annual Meeting, were present virtually, or represented by valid proxy at the Annual Meeting, constituting a quorum.

The following proposals, each as described further in the Proxy Statement, were voted upon by the stockholders:

Proposal 1 – Election of Directors.

Stockholders approved to elect the two nominees for Class A director named herein to serve until the 2026 Annual Meeting or their successors are duly elected and qualified., based on the votes listed below:

Director Nominee

 

For

Against

Abstain

Jennifer Carver

 

1,281,109

68,257

15,268

Curt LaBelle

 

1,280,290

 

66,949

 

17,395

Proposal 2 – Approval of to increase he number of shares reserved under the Company’s 2021 Equity Incentive Plan.

Stockholders approved an amendment to the 2021 Equity Incentive Plan to increase the number of shares reserved under the Plan from 68,288 to 648,678, based on the votes listed below:

For

Against

Abstain

1,124,336

224,337

15,961

Proposal 3 – Ratification of the Auditor

Stockholders approved Baker Tilly US, LLP to audit our financial statements for the fiscal year ending December 31, 2023, based on the votes listed below:

For

Against

Abstain

1,981,630

26,027

301,657

 

 

SIGNATURES

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

 

 

 

 

REVELATION BIOSCIENCES, INC.

 

 

 

 

Date:

July 14, 2023

By:

/s/ Chester S. Zygmont, III

 

 

 

Chester S. Zygmont, III
Chief Financial Officer
(principal financial and accounting officer)
 

 

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Document And Entity Information
Jul. 14, 2023
Document Information [Line Items]  
Document Type 8-K
Amendment Flag false
Document Period End Date Jul. 14, 2023
Entity Registrant Name REVELATION BIOSCIENCES, INC.
Entity Central Index Key 0001810560
Entity Emerging Growth Company true
Securities Act File Number 001-39603
Entity Incorporation, State or Country Code DE
Entity Tax Identification Number 84-3898466
Entity Address, Address Line One 4660 La Jolla Village Drive
Entity Address, Address Line Two Suite 100
Entity Address, City or Town San Diego
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92122
City Area Code (650)
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Document Information [Line Items]  
Title of 12(b) Security Common stock, par value $0.001 per share
Trading Symbol REVB
Security Exchange Name NASDAQ
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Title of 12(b) Security Redeemable warrants, each exercisable for a 1/35th share of common stock at an exercise price of $402.50 per share
Trading Symbol REVBW
Security Exchange Name NASDAQ
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