Revelation Biosciences Raises $7.76 Million in Equity Financing
25 January 2022 - 12:00AM
Revelation Biosciences Inc. (NASDAQ: REVB) (the “Company” or
“Revelation”), a clinical-stage life sciences company that is
focused on the development of immunologic‑based therapies for the
prevention and treatment of disease, announced today that it has
entered into a definitive agreement with a leading
healthcare-focused institutional investor, pursuant to which the
Company agreed to sell 1,293,126 shares of Common Stock (“Shares”)
at a gross purchase price of $3.00 per Share. Additionally,
Revelation has agreed to issue to the investor unregistered
warrants to purchase up to 2,586,667 shares (the “Common
Warrants”), as well as unregistered pre-funded warrants to purchase
up to 1,239,541 shares (the “Pre-Funded Warrants” and together with
the Common Warrants, the “Warrants”) in a concurrent private
placement. The Common Warrants have an exercise price of $3.29 per
share, will become exercisable in six months after their date of
issuance and will expire five and a half years from their date of
issuance. The Pre-Funded Warrants have been funded to the amount of
$3.00 with $0.0001 payable on exercise.
The gross proceeds to Revelation, before
deducting placement agent fees and other offering expenses, will be
approximately $7.76 million. Revelation intends to use the net
proceeds from this offering to advance its clinical and preclinical
pipeline and for general working capital.
The closing of the offering is expected to occur
on the trading day on which all conditions to closing have been
met, including stock exchange approval.
The Shares and the shares underlying the
Warrants (collectively, the “Securities”) are being offered in a
private placement under Section 4(a)(2) of the Securities Act of
1933, as amended (the “Act”), and Regulation D promulgated
thereunder and the Securities have not been registered under the
Act, or applicable state securities laws. Accordingly, the
Securities may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
Roth Capital Partners, LLC is acting as the
exclusive placement agent for the offering.
About Revelation Biosciences Inc.
Revelation Biosciences, Inc. is a clinical-stage
life sciences company focused on the development of
immunologic-based therapies for the prevention and treatment of
disease. Revelation has several product candidates in development.
REVTx-99a, the lead therapeutic candidate, is an intranasal
immunomodulator to prevent or treat infections caused by various
respiratory viruses such as SARS-CoV-2, including its variants,
influenza A and B, parainfluenza, rhinovirus, and RSV. REVTx-99b is
being developed for other indications such as: allergic rhinitis
and chronic nasal congestion. REVTx-200 is an intranasal
immunomodulator adjunct to be used in combination with an
intramuscular vaccination for more complete immunity. REVTx-200 is
based on the same technology used in REVTx-99. In addition to
Revelation’s therapeutic pipeline, Revelation is also developing
REVDx-501, a rapid home use diagnostic that can be used to detect
any respiratory viral infection, regardless of virus type or
strain, without the need for specialized instrumentation.
For more information on Revelation, please visit
www.RevBiosciences.com.
Forward-Looking Statements
This press release contains forward-looking
statements as defined in the Private Securities Litigation Reform
Act of 1995, as amended. Forward-looking statements are statements
that are not historical facts. These forward-looking statements are
generally identified by the words "anticipate", "believe",
"expect", "estimate", "plan", "outlook", and "project" and other
similar expressions. We caution investors that forward-looking
statements are based on management’s expectations and are only
predictions or statements of current expectations and involve known
and unknown risks, uncertainties and other factors that may cause
actual results to be materially different from those anticipated by
the forward-looking statements. Revelation cautions readers not to
place undue reliance on any such forward looking statements, which
speak only as of the date they were made. The following factors,
among others, could cause actual results to differ materially from
those described in these forward-looking statements: the ability of
Revelation to meet its financial and strategic goals, due to, among
other things, competition; the ability of Revelation to grow and
manage growth profitability and retain its key employees; the
possibility that the Revelation may be adversely affected by other
economic, business, and/or competitive factors; risks relating to
the successful development of Revelation’s product candidates; the
clinical utility of an increase in intranasal cytokine levels as a
biomarker of viral infections; the ability to complete planned
clinical studies of REVTx-99; risks relating to the successful
completion of RVL-CLR01 and RVL-VRL01 clinical studies; the risk
that we may not fully enroll our clinical studies or enrollment
will take longer than expected; risks relating to the occurrence of
adverse safety events and/or unexpected concerns that may arise
from data or analysis from our clinical studies; changes in
applicable laws or regulations; expected initiation of the clinical
studies, the timing of clinical data; the outcome of the clinical
data, including whether the results of such study is positive or
whether it can be replicated; the outcome of data collected,
including whether the results of such data and/or correlation can
be replicated; the timing, costs, conduct and outcome of our other
clinical studies; the anticipated treatment of future clinical data
by the FDA, the EMA or other regulatory authorities, including
whether such data will be sufficient for approval; the success of
future development activities for REVTx-99 and expanded
indications, REVTx-200, REVDx-501, or any other product candidates;
potential indications for which product candidates may be
developed; the potential impact that COVID-19 may have on
Revelation’s suppliers, vendors, regulatory agencies, employees and
the global economy as a whole; the ability of Revelation to
maintain the listing of its securities on NASDAQ; the expected
duration over which Revelation’s balances will fund its operations;
and other risks and uncertainties described herein, as well as
those risks and uncertainties discussed from time to time in other
reports and other public filings with the SEC by Revelation.
Company Contacts
Sandra VedrickVice President, Investor Relations & Human
ResourcesRevelation Biosciences Inc. Email:
svedrick@revbiosciences.com
and
Chester Zygmont, IIIChief Financial OfficerRevelation
Biosciences Inc. Email: czygmont@revbiosciences.com
Media contact: Kristin Faulder kristin@heurisay.com
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