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 ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ ~~No ☐~~

As of May ~~13, 2022,~~16, 2023, the registrant had ~~15,082,771~~6,048,863 shares of common stock, $0.001 par value per share, outstanding.

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


	Three Months Ended March 31,						Three Months Ended March 31,
	2022			2021			2023			2022
Cash flows from operating activities:
Net loss	$	(6,616,541	)	$	(2,612,353	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net income (loss)							$	6,159,195		$	(6,616,541	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Stock-based compensation expense		137,892			102,325			32,095			137,892
Depreciation expense		6,262			642			6,263			6,262
Non-cash lease expense		14,960			9,330			—			14,960
Change in fair value of warrant liability								(7,744,935	)		—
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		(42,604	)		1,144			(259,255	)		(42,604	)
Deferred offering costs								61,154			—
Accounts payable		258,515			218,754			168,801			258,515
Accrued expenses		1,391,282			(93,667	)		1,528			1,391,282
Operating lease liability		(16,752	)		(8,227	)		—			(16,752	)
Accrued interest on Promissory Notes Payable & Convertible Note		36,920			—			—			36,920
Net cash used in operating activities		(4,830,066	)		(2,382,052	)		(1,575,154	)		(4,830,066	)
Cash flows from investing activities:
Purchase of property and equipment		—			(99,101	)
Net cash used in investing activities		—			(99,101	)
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			—
Rollover Warrant exercise		5,074			—
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
Repurchase for the Forward Share Purchase Agreement exercise		(7,652,325	)		—			—			(7,652,325	)
Repayments of Promissory Notes Payable, including interest expense		(796,882	)		—
Pre-Funded Warrants exercise		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
Repayments of Promissory Notes Payable, including interest								—			(796,882	)
Redemption of Series A Preferred Stock								(5,000	)		—
Proceeds from the February 2023 Public Offering, net								14,029,974			—
Proceeds from Pre-Funded Warrants exercise								19			13
Net cash provided by financing activities		10,741,598			8,004,865			14,024,993			10,741,598
Net increase in cash and cash equivalents		5,911,532			5,523,712			12,449,839			5,911,532
Cash and cash equivalents at beginning of period		1,274,729			4,492,400			5,252,979			1,274,729
Cash and cash equivalents at end of period	$	7,186,261		$	10,016,122		$	17,702,818		$	7,186,261

Supplemental disclosure of non-cash investing and financing activities:
Deferred offering costs included in accounts payable and accrued expenses							$	(26,017	)	$	—
Fair Value of Class C Common Stock Warrants in connection with the February 2023 Public Offering							$	13,996,500		$	—
Alternative cashless exercise of Class C Common Stock Warrants							$	2,740,410		$	—
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		$	—
Conversion of Series A-1 Preferred Stock to common stock	$	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		$	—
Issuance of Placement Agent Warrants in connection with the PIPE Investment	$	508,797		$	—
Premium Financing Agreement	$	513,333		$	—
Acquisition of right-of-use asset through operating lease obligation	$	—		$	67,344
Issuance of warrants in connection with Series A-1 Preferred Stock	$	—		$	326,675
Deferred offering costs included in accounts payable and accrued expenses	$	—		$	155,452
Issuance of Class A Common Stock Warrants in connection with the PIPE Investment							$	—		$	3,634,262
Issuance of Class A Placement Agent Common Stock Warrants in connection with the PIPE Investment							$	—		$	508,797

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned subsidiaries, the “Company” or “Revelation”), formerly known as Petra Acquisition, Inc. (“Petra”), was incorporated in Delaware on November 20, 2019. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities. On August 29, 2021 Petra and Old Revelation signed an agreement and plan of merger (the “Business Combination Agreement”). On January 10, 2022 (the “Closing Date”) the Company consummated its business combination, with Revelation Biosciences Sub, Inc. (“Old Revelation” or “Revelation Sub”), the Company's wholly owned subsidiary (the “Business Combination”). Since the Business Combination, the Company is a clinical-stage biopharmaceutical company and has been focused on the development and commercialization of immunologic therapeutics and diagnostics.

Business Combination

The Business Combination was accounted for as a reverse recapitalization with Revelation Sub as the accounting acquirer and Petra as the acquired company for accounting purposes. Accordingly, all historical financial information presented in the ~~unaudited condensed~~ consolidated financial statements represents the accounts of Revelation Sub as if Revelation Sub is the predecessor to the Company. The common stock and net loss per share, prior to the Merger, have been retroactively restated as common stock and net loss per share reflecting the exchange ratio established in the Business Combination (~~2.725~~ ~~shares of common stock for 1 share of Revelation Sub common stock~~ (the “Common Stock Exchange Ratio”)).

Petra’s Common Stock, Public Warrants and Units were historically listed on the Nasdaq Capital Market under the symbols “PAIC,” “PAICW” and “PAICU,” respectively. On January 10, 2022, the Company’s units, common stock and warrants were listed on the Nasdaq Capital Market under the symbols “REVBU”, “REVB” and “REVBW”, ~~respectively,~~respectively.

Unit Separation

On January 13, 2023, the Company’s units were mandatorily separated into one share of common stock and one Public Warrant and ceased trading on the Nasdaq Capital Market (see Note 3)9).

Reverse Stock Split

On January 30, 2023, the Company filed a Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) reflecting the change in authorized shares of common stock from 100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35 (the “Reverse Split”). As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an additional fraction of a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were proportionately adjusted for the Reverse Split ratio, such that fewer shares are subject to such plans. All share numbers and preferred stock conversion numbers included herein have been retroactively adjusted to reflect the 1-for-35 Reverse Split (see Note 10).

Regaining NASDAQ Compliance

As previously reported in 2022, Nasdaq issued delist letters based on the Company’s non-compliance with the bid price and stockholders’ equity requirements for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rules 5550(a)(2) and 5550(b)(1), respectively. The Company’s compliance plan was approved by a Nasdaq hearing panel giving the Company ~~has incurred recurring losses since its inception, including a net loss of $~~until April 18, 2023 to regain compliance. On February 16, 2023, the Company received formal notice from The Nasdaq Stock Market (“Nasdaq”) stating that the Company’s common stock will continue to be listed and traded on Nasdaq, due to the Company having regained compliance with the minimum bid price requirement and minimum stockholders’ equity requirement for continued listing on Nasdaq, and all applicable listing standards.~~6.6~~

~~million for the three months ended March 31, 2022.~~

Liquidity and Capital Resources

Going Concern

As of March 31, ~~2022,~~2023, the Company had an accumulated deficit of $~~21.1~~19.2 million, a stockholders’ ~~deficit~~equity of $~~98,511~~10.0 million and available cash and cash equivalents of $~~7.2~~17.7 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for ~~REVTx-99a,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, REVDx-501 or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one year after the date that the Company’s unaudited financial statements for March 31, ~~2022~~2023 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company 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 the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The unaudited ~~condensed~~ consolidated financial statements for March 31, ~~2022,~~2023, have been prepared on the basis that the Company will continue as a going concern, and does 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 the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). All inter-company transactions and balances have been eliminated in consolidation. Certain amounts previously reported in the financial statements have been reclassified to conform to the current year presentation. Such reclassifications did not affect net loss, stockholders’ ~~deficit~~equity or cash flows.

2. Summary of Significant Accounting Policies

Unaudited Interim Condensed Consolidated Financial Statements

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, ~~2021~~2022 and for the year ended December 31, ~~2021~~2022 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial ~~position as of~~

~~March 31, 2022, and its results of operations, cash flows and stockholders’ equity (deficit) for the three months ended March 31, 2022.~~position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three months ended March 31, ~~2022~~2023 are unaudited. The results of operations for the three months ended March 31, ~~2022~~2023 are not necessarily indicative of the results to be expected for the year ending December 31, ~~2022~~2023 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, ~~2021~~2022 included on Form ~~8-K/A,~~10-K, as filed with the SEC on ~~April 22, 2022.~~March 30, 2023. The accompanying condensed consolidated balance sheet as of ~~March~~December 31, 2022 has been derived from the audited balance sheet at December 31, ~~2021~~2022 contained in the above referenced Form ~~8-K/A.~~10-K.

Use of Estimates

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 expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less from the purchase date to be cash equivalents. The Company maintains its cash in checking and savings accounts. Income generated from cash held in savings accounts is recorded as interest income. The carrying value of the Company’s savings accounts is included in cash and approximates the fair value.

~~Fair Value Measurements~~

The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, subscription receivables, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short-term nature of these instruments. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value in the financial statements are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows:

~~Level 1 —~~ ~~Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;~~

~~Level 2~~ — Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active;

~~Level 3~~ ~~— Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.~~

Concentrations of Credit Risk

Financial instruments that potentially subject the Company to a concentration of credit risk consist primarily of cash and cash equivalents. Bank deposits are held by accredited financial institutions and these deposits may at times be in excess of federally insured limits. The Company limits its credit risk associated with cash and cash equivalents by placing them with financial institutions that it believes are of high quality. The Company has not experienced any losses on its deposits of cash or cash equivalents.

Deferred Offering Costs

The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the statements of operations.

Property and Equipment, Net

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which is five years. Maintenance and repairs are charged to operating expense as incurred. When assets are sold, or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any gain or loss is included in other income (expense).

Leases

The Company determines if an arrangement is a lease at inception. Lease right-of-use assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. For operating leases with an initial term greater than 12 months, the Company recognizes operating lease right-of-use assets and operating lease liabilities based on the present value of lease payments over the lease term at the commencement date. Operating lease right-of-use assets are comprised of the lease liability plus any lease payments made and excludes lease incentives. Lease terms include options to renew or terminate the lease when the Company is reasonably certain that the renewal option will be exercised or when it is reasonably certain that the termination option will not be exercised. For an operating lease, if the interest rate used to determine the present value of future lease payments is not readily determinable, the Company estimates the incremental borrowing rate as the discount rate for the lease. The Company’s incremental borrowing rate is estimated to approximate the interest rate on a collateralized basis with similar terms and payments, and in similar economic environments. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Research and Development Expenses

Research and development expenses consist primarily of costs incurred for the development of the Company’s ~~lead~~ product candidates, REVTx-300, REVTx-100, REVTx-200, REVTx-99a/b and ~~lead~~ diagnostic product, REVDx-501. Research and development costs are charged to expense as incurred. The Company records accrued expenses for estimated preclinical, 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, clinical studies, research services, and development services on the Company’s 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. Estimates are based on factors such as the work completed, including the level of patient enrollment. The Company monitors patient enrollment levels and related activity to the extent reasonably possible and makes judgments and estimates in determining the accrued balance in each reporting period. The Company’s estimates of accrued expenses are based on the facts and circumstances known at the time. If the Company underestimates or overestimates the level of services performed or the costs of these services, actual expenses could differ from estimates. As actual costs become known, the Company adjusts accrued expenses. To date, the Company has not experienced significant changes in estimates of clinical study and development services accruals.

Patent Costs

Legal costs in connection with approved patents and patent applications are expensed as incurred, as recoverability of such expenditures is uncertain. These costs are recorded in general and administrative expense in the statements of operations.

Stock-based Compensation

The Company recognizes compensation expense related to stock options, third-party warrants, and Restricted Stock Unit (“RSU”) awards granted, based on the estimated fair value of the stock-based 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.

Income Taxes

Income taxes are accounted for under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates applied to taxable income in the years in which those temporary differences are expected to be realized. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income or loss in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. Interest and penalties related to unrecognized tax benefits are included within the provision of income tax. To date, there have been 0no unrecognized tax benefits balances.

Fair Value

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company’s valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company follows a fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable, that may be used to measure fair value. These levels of inputs are the following:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

The Company has determined that the measurement of the fair value the Class C Common Stock Warrants is a Level 3 fair value measurement and uses the Monte-Carlo simulation model for valuation (see Note 12).

Warrant Liability

The Company reviews the terms of debt instruments, equity instruments, and other financing arrangements to determine whether there are embedded derivative features, including embedded conversion options that are required to be bifurcated and accounted for separately as a derivative financial instrument. Additionally, in connection with the issuance of financing instruments, the Company may issue freestanding options and warrants.

The Company accounts for its common stock warrants in accordance with ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). Based upon the provisions of ASC 480 and ASC 815, the Company accounts for common stock warrants as current liabilities if the warrant fails the equity classification criteria. Common stock warrants classified as liabilities are initially recorded at fair value on the grant date and remeasured at each balance sheet date with the offsetting adjustments recorded in change in fair value of warrant liabilities within the statements of operations.

The Company values its and common stock warrants classified as liabilities using the Black-Scholes option pricing model or other acceptable valuation models, including the Monte-Carlo simulation model.

Basic and Diluted Net ~~Loss~~Earnings (Loss) per Share

Basic net ~~loss~~earnings (loss) per share is calculated by dividing net ~~loss~~income (loss) by the weighted-average number of shares of common stock outstanding during the period, without consideration of potential shares of common stock. Diluted net ~~loss~~ earnings (loss)

per share is calculated by dividing net ~~loss~~income (loss) by the weighted-average number of shares of common stock outstanding plus potential shares of common stock.

Convertible preferred stock on an as converted basis, ~~unvested and unissued~~ RSU awards, warrants and stock options outstanding are considered potential shares of common stock and are included in the calculation of diluted net ~~loss~~earnings (loss) per share using the treasury stock method when their effect is dilutive. Potential shares of common stock are excluded from the calculation of diluted net ~~loss~~earnings (loss) per share when their effect is anti-dilutive.

For the three months ended March 31, 2023, there were 925,213 million potential common shares that were included in the calculation of diluted net earnings per share, which consists of: (i) 843,036 shares of common stock issuable upon the alternative cashless exercise of the Class C Common Stock Warrants; (ii) 74,887 Class C Pre-Funded Warrants; and (iii) 7,290 Rollover RSU awards.

As of March 31, 2022, ~~and 2021,~~ there were ~~14,441,532~~ ~~and~~ ~~4,207,776~~412,594 potential shares of common stock, ~~respectively,~~ (see Note 9)10), that were excluded from the calculation of diluted net loss per share because their effect was anti-dilutive.

The basic and diluted weighted-average shares used to compute net earnings (loss) per share in the unaudited consolidated statements of operations includes the shares issued from the reverse stock split fractional share round up.

Comprehensive Loss

The Company has no components of comprehensive loss other than net loss. Thus, comprehensive loss is the same as net loss for the periods presented.

Segment Reporting

Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief operating decision maker, or decision-making group, in deciding how to allocate resources in assessing performance.

The Company has 1one operating segment. The Company’s chief operating decision maker, its Chief Executive Officer, manages the Company’s operations for the purposes of allocating resources and evaluating financial performance.

Recent Accounting Pronouncements

~~In December 2019,~~From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) ~~issued Accounting Standards Update (“ASU”) 2019-12,~~ ~~Simplifying~~or other standard setting bodies that are adopted by the ~~Accounting for Income Taxes (Topic 740) (“ASU 2019-12”).~~ ASU 2019-12 issued guidance on the accounting for income taxes that, among other provisions, eliminates certain exceptions to existing guidance related to the approach for intra-period tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. This guidance also requires an entity to reflect the effect of an enacted change in tax laws or rates in its effective income tax rate in the first interim period that includes the enactment dateCompany as of the ~~new legislation, aligning the timing of recognition of the effects from enacted tax law changes on the~~specified effective ~~income tax rate with the effects on deferred income tax assets~~date. The Company has evaluated recently issued accounting pronouncements and liabilities. Under existing guidance, an entity recognizes the effects of the enacted tax law change on the effective income tax rate in the period that includes the effective date of the tax law. This guidance is effective for fiscal years beginning after December 15, 2021, and interim periods within the fiscal years beginning after December 15, 2022. Early adoption is permitted. The adoption of this guidance isdoes not ~~expected to~~believe any will have a material impact on the Company’s condensed consolidated financial ~~statements.~~statements or related financial statement disclosures.

3. ~~Business Combination~~

As disclosed in Note 1, the Company consummated the Business Combination, pursuant to the terms of the agreement and plan of merger, dated as of August 29, 2021 (the “Business Combination Agreement”), by and among Petra, Petra Acquisition Merger, Inc., a Delaware corporation and wholly-owned subsidiary of Petra (“Merger Sub”), and Old Revelation. Pursuant to the Business Combination Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation (the “Merger”), with Old Revelation as the surviving company in the Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned subsidiary of the Company and (ii) the Company changed its name to “Revelation Biosciences, Inc.”

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at the effective time of the Merger (the “Effective Time”), (i) each share of common stock and preferred stock of Old Revelation outstanding as of immediately prior to the Effective Time was exchanged for shares of common stock, par value $~~0.001~~ per share, of Revelation based on the agreed upon Common Stock Exchange Ratio; (ii) each Old Revelation RSU award outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover RSU awards based on the Common Stock Exchange Ratio (“Rollover RSU”); and (iii) each Old Revelation warrant outstanding as of immediately prior to the Effective Time was assumed by Revelation and was converted into that number of whole rollover warrants based on the Common Stock Exchange Ratio, at an exercise price per share of common stock equal to (x) the exercise price per share of Old Revelation common stock of such Old Revelation warrant divided by (y) the Common Stock Exchange Ratio (“Rollover Warrant”).

~~At the Closing Date, up to~~ ~~10,500,000~~ ~~shares of common stock were to be issued constituting the merger consideration, (i) an aggregate of~~ ~~9,871,343~~ shares of common stock, including conversion of all outstanding shares of the Series A Preferred Stock and Series A-1 Preferred Stock of Old Revelation, were issued in exchange for the Old Revelation stock outstanding as of immediately prior to the Effective Time, (ii) ~~167,867~~ ~~shares of common stock were reserved for issuance for Rollover Warrants outstanding as of~~

~~immediately prior to the Effective Time and (iii)~~ ~~460,706~~ ~~shares of common stock were reserved for issuance for Rollover RSU awards 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, and~~ ~~1,294,421~~ ~~shares of common stock reserved for future issuance under the 2021 Equity Incentive Plan. The pre-merger stockholders of Petra retained an aggregate of~~ ~~3,072,870~~ ~~shares of common stock of Petra, representing~~ ~~23.7~~% ownership of the post-Merger company. Therefore, upon consummation of the Business Combination, there was a change in control of Petra, with the former owners of Revelation Sub acquiring control of Petra.

Prior to the Closing date, on December 21, 2021, Petra entered into certain backstop agreements (the “Backstop Agreements”) with AXA Prime Impact Master Fund (“AXA”) (through a backstop agreement with Old Revelation), LifeSci Venture Partners (“LifeSci”) and other Petra and Old Revelation institutional, and individual investors, including Dr. Tidmarsh, Chairman of Old Revelation and present Chairman of the Company (such additional institutional and individual investors, together with LifeSci and Old Revelation collectively, the “Backstop Subscribers”). Pursuant to the Backstop Agreements, the Backstop Subscribers agreed to purchase, in the aggregate, up to $~~4.5~~ ~~million of shares of Petra’s common stock, par value $0.001~~ ~~per share, in the event that more than $31.5~~ ~~million was redeemed from the trust account in connection with the Business Combination. On January 6, 2022, pursuant to the Backstop Agreements, the Backstop Subscribers purchased an aggregate of~~ ~~432,072~~ ~~shares of Petra Common Stock that had been surrendered for redemption totaling $4.5~~ ~~million. Petra also entered into a forward share purchase agreement (the “Forward Share Purchase Agreement”) with Meteora Capital Partners and its affiliates (collectively, “Meteora”)~~ ~~pursuant to which Meteora committed, to purchase additional shares of the Company's common stock in open market transactions or from redeeming stockholders so that Meteora held at least~~ ~~750,000~~ ~~shares of common stock as of the closing of the Business Combination.~~ ~~The Forward Share Purchase Agreement provides that Meteora may elect to sell and transfer to the Company, on the one month anniversary of the closing of the Business Combination up to~~ ~~750,000~~ ~~shares of common stock held by Meteora at the time of closing of the Business Combination at a price of $10.2031~~ ~~per share.~~

~~Additionally, in connection with the Business Combination, stockholders holding~~ ~~3,480,692~~ ~~shares of Petra common stock exercised their right to redeem such shares for cash at a price of approximately $10.20~~ ~~per share for payments in the aggregate of approximately $35.5~~ ~~million. On the Closing Date, approximately $7.7~~ ~~million was escrowed pursuant to the Forward Share Purchase Agreement entered into by and between Petra and Meteora and approximately $4.2~~ ~~million was released to Revelation. On February 4, 2022, Meteora exercised the Forward Share Purchase Agreement entered into by and between the Company.~~ ~~750,000~~ ~~shares were repurchased by the Company and approximately $7.7~~ ~~million that was escrowed was paid to Meteora.~~

At the Closing Date of the Business Combination, Petra adopted the third amended and restated certificate of incorporation, which became effective upon filing with the Secretary of State of the State of Delaware on the Closing Date.

~~Subsequent to the Closing Date on February 10, 2022 and February 22, 2022 the Company paid $105,490~~ ~~and $691,392, respectively, to the three holders of promissory notes made to Petra in connection with the Business Combination~~ (“~~Promissory Notes Payable~~”)~~. The Promissory Notes Payable had a total principal of $750,000, and had accrued interest of $46,882~~ ~~at the time of repayment.~~

The Business Combination has been accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, although Petra issued shares for outstanding equity interests of Old Revelation in the Business Combination, Petra was treated as the “acquired” company for financial reporting purposes. Accordingly, the Business Combination was treated as the equivalent of Old Revelation issuing stock for the net assets of Petra, accompanied by a recapitalization. The net assets of Petra have been stated at historical cost, with 0 ~~goodwill or other intangible assets recorded. Operations prior to the Business Combination are those of Revelation.~~

Property and equipment, net consisted of the following:

March 31,
2022

December 31,
2021

Lab equipment

$
131,963

$
131,963

Total property and equipment, gross

131,963

131,963

Accumulated depreciation

$
(23,044
)

$
(16,782
)
Total property and equipment, net

108,919

115,181

Depreciation expense was $6,263 for the three months ended March 31, 2023 and $6,262 for the three months ended March 31, ~~2022 and $16,782~~ ~~for the year ended December 31, 2021.~~2022.

Accrued expenses consisted of the following:

March 31,
2022

December 31,
2021

Accrued payroll and related expenses

$
978,343

$
756,729

Accrued clinical study expenses

1,255,901

327,244

Accrued professional fees

848,223

294,130

Accrued clinical development costs

110,566

145,566

Accrued other expenses

—

5,000

Premium Finance Agreement

513,333

—

Total accrued expenses

$
3,706,366

$
1,528,669

Included in accrued other expenses as of December 31, 2022, was the $5,000 redemption price of the Series A Preferred Stock that automatically redeemed on January 30, 2023 upon the effectiveness of the Certificate of Amendment implementing the reverse stock split and an increase in the authorized shares of common stock of the Company (see Note 8).

5.4. Commitments and Contingencies

Lease Commitments

In February 2021, Revelation Sub entered into an agreement to lease 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California (the ~~“Original Lease”~~“Lease”). In January 2023, the Company signed an amendment extending the Lease until December 31, 2023, with a base monthly rent equal to $9,630. The ~~Original Lease had a term of~~ 13 ~~calendar months, plus any partial month at the beginning of the Original Lease (the “Original Lease Term”).~~ ~~There was~~ no ~~option to extend the Original Lease~~ ~~and the expiration date was~~ ~~March 31, 2022. In accordance with the Original Lease, Revelation Sub~~Company is required to maintain a security deposit of $5,564. ~~Revelation Sub will pay $70,313~~ ~~of rent expense over the life of the Lease. In October 2021, Revelation Sub amended the Original~~The Lease ~~to expire on~~ ~~December 31, 2022, equal to an additional nine calendar months with a base monthly rent equal to the 13~~th month of the Original Lease (the “First Amendment”). Revelation Sub signed the First Amendment on October 14, 2021. In connection the Business Combination, the First Amendment was assumed by the Company. The Company will pay $~~51,578~~ ~~of rent expense over the life of the First Amendment. The Company has applied the short-term lease exception as the First Amendment is less than~~ ~~twelve months~~.contains customary default provisions, representations, warranties and covenants. In addition to rent, the Lease requires the Company to pay certain taxes, insurance and operating costs relating to the leased premises. The ~~Lease contains customary default provisions, representations, warranties and covenants.~~Company has applied the short-term lease exception as the amendment is less than twelve months. The Lease is classified as an operating lease.

~~Revelation Sub recorded a lease liability and right-of-use lease assets~~Rent expense was $24,991 for the ~~Original Lease based on the present value of Original Lease payments over the expected Original Lease Term, discounted using Revelation Sub’s incremental borrowing rate. As of~~three months ended March 31, ~~2022, the weighted-average discount rate for the Original Lease was~~ ~~7.73~~%2023 and ~~the remaining Original Lease Term expired. Rent expense under the Original Lease was~~ $15,067 for the three months ended March 31, ~~2022.~~2022, respectively.

Future minimum lease payments under the ~~First Amendment of the~~ operating lease as of March 31, ~~2022~~2023 is $~~51,578~~86,670.

Convertible Note Financing

On January 4, 2022, Revelation Sub entered into a convertible note ~~financing in an amount of up to~~with AXA Prime Impact Master Fund I SCA SICAV-RAIF (“AXA”) for $2.5 million with a fixed 10% annual interest rate, ~~from AXA IM Prime Impact Fund (the “Convertible Note”),~~ the proceeds of which ~~may~~were to be used by Revelation Sub to purchase shares of Petra common stock from redeeming Petra stockholders who ~~redeem~~redeemed shares of Petra common stock in connection with the Business ~~Combination.~~ Combination (the “Convertible Note”).

On January 6, 2022, Old Revelation purchased ~~245,019~~7,001 shares of Petra common stock with the proceeds from the Convertible Note. Repayment of the Convertible Note was made on January 4,6, 2022 in accordance

with the exchange terms of the Convertible Note by which ~~245,019~~7,001 shares of ~~Petra’s~~Petra common stock that had been purchased by Revelation Sub were transferred to AXA.

Total interest incurred under the Convertible Note was $14,383 during the three months ended March 31, 2022.

~~Premium Finance Agreement~~

In order to obtain a public company directors and officers insurance policy (“D&O Insurance”), the Company entered into an agreement with a premium financing lender, where by the lender paid the D&O Insurance premium for the company (“Premium Finance Agreement”). If the Company were to not pay the lender monthly installment payments, the lender would cancel the D&O Insurance and the remaining D&O Insurance premium would be returned to the lender. In addition, if the Company were to cancel the D&O Insurance, the remaining D&O Insurance premium would be returned to the lender.

~~The Premium Finance Agreement is for $825,000~~ ~~and accrues interest at a fixed rate of~~ ~~3.57% per annum payable monthly for a total of $9,856~~ ~~over the term of the Premium Finance Agreement. Monthly payments of $74,428, are to be paid in~~ 9~~monthly~~ ~~installments, which commenced on February 10, 2022 with a maturity date of~~ ~~October 10, 2022. Upon entering into the Premium Finance Agreement, an upfront payment of $165,000~~ ~~was due and paid on February 14, 2022.~~

~~Total expense incurred under the Finance Agreement for upfront, monthly and interest payments was $208,440~~ ~~during the three months ended March 31, 2022. Total cash paid under these the Finance Agreement for upfront, monthly and interest payments was $313,857~~ ~~during the three months ended March 31, 2022. Future possible obligations under the Premium Finance Agreement could be a total of $520,999~~ ~~in aggregate during the remainder of fiscal year 2022.~~

Commitments

The Company enters 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.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation other than described below.

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 ~~Report.~~report. The court has set an August 2023 date for the completion of written discovery. It is expected that any trial in the proceeding wouldn’t occur until the second half of 2024.

Of the LifeSci Capital LLC claim, $1.5 million ~~of the claim~~ relates to deferred underwriting fees from the Petra initial public offering ~~which~~(“IPO”). In addition, but separate from the claim, one of the underwriters in the Petra IPO who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $655 thousand in fees owed from the Petra initial public offering that remain unpaid. Both of these amounts are recorded as a current liability in the financial statements as of March 31, 2023 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability ~~can not~~cannot be determined at this time.

On September 27, 2022, A-IR Clinical Research Ltd. (“A-IR”) 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 many of the invoices relate to work that was not performed and A-IR had misrepresented its qualifications to perform the contracted work. Since this proceeding is at a very early stage, no liability is reflected in the financial statements as the amount of any liability cannot be determined at this time.

6.5. PIPE Investment

On January ~~23,~~25, 2022, the Company entered into a securities purchase agreement with an institutional investor (“the Purchaser”) pursuant to which the Purchaser agreed to purchase, and the Company agreed to issue and sell to the Purchaser inclosed a private placement of ~~1,293,126~~36,947 shares of unregistered common stock, ~~at a gross purchase price of $3.00~~ ~~per share (the “Shares”) (the “PIPE Investment”),~~ ~~1,293,541~~36,959 unregistered pre-funded warrants to purchase common stock with an exercise price of $0.0001, which did not have an expiration (the ~~“Pre-Funded~~“Class A Pre-Funded Warrants”), and ~~2,586,667~~73,905 unregistered warrants to purchase common stock with an exercise price of $115.15 per share of common stock which expire on July 25, 2027(the ~~“Common~~“Class A Common Stock Warrants”) at a combined purchase price of $105.00 per share of common stock or $104.99965 per Class A Pre-Funded Warrant and associated Class A Common Stock Warrants to an institutional investor (the “PIPE Investment”). ~~The closing was consummated on January 25, 2022. The net~~Net proceeds to the Company ~~was~~were $7.3 million.

~~Each Pre-Funded Warrant was funded to the amount of $3.00, with $0.00001~~ per share of common stock payable upon exercise, was immediately exercisable, could have been exercised at any time until exercised in full and is subject to customary adjustments. The Pre-Funded Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed ~~9.99% of the Company’s outstanding common stock~~

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

~~Each Common Warrant has an exercise price of $3.29~~ per share of common stock, is exercisable at any time after the sixth month anniversary of the date of issuance, will expire five and one-half years from the date of issuance and is subject to customary adjustments. The Common Warrants may not be exercised if the aggregate number of shares of the Company’s common stock beneficially owned by the holder (together with its affiliates) would exceed ~~4.99~~% of the Company’s outstanding common stock immediately after exercise. However, the holder may increase (upon 61 days’ prior notice from the holder to the Company) or decrease such percentages, provided that in no event such percentage exceeds ~~9.99~~%.

Also on January 23, 2022 and in connection with the private placement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the Purchaser, pursuant to which the Company agreed to use its best efforts to file a registration statement on Form S-1 (the “Registration Statement”) to register for resale the Shares and any shares of the Company’s common stock issuable upon exercise of the Pre-Funded Warrants and Common Stock Warrants by January 31, 2022, but in no event later than February 4, 2022. The company filed the Registration Statement on January 28, 2022 and it became effective on February 7, 2022.

~~ROTH~~Roth Capital Partners, LLC ~~(the “Placement Agent”~~(“Roth”) was engaged by the Company to act as its exclusive placement agent for the private placement. The Company ~~agreed to pay the Placement Agent~~paid Roth a cash fee equal to 6.0% of the gross proceeds received by the Company in the private placement, totaling ~~approximately~~ $465,600~~. In addition, the Company agreed to issue to the Placement Agent~~ and issued warrants to purchase up to ~~362,134~~10,347 shares of common stock ~~(representing~~ with an exercise price of $~~7.0~~115.15~~% of the aggregate number of shares of common stock sold in the private placement (including shares of common stock issuable upon the exercise of any of the Pre-Funded Warrants and~~ which expire on July 25, 2027 (the “Class A Placement Agent Common ~~Warrants) (the “Placement Agent~~Stock Warrants”). The Class A Placement Agent Common Stock Warrants have substantially the same terms as the Class A Common Stock Warrants.

In connection with the private placement, the Company entered into a registration rights agreement with the institutional investor, pursuant to which the Company agreed to file a registration statement to register for resale of the shares of common stock, shares of common stock underlying the Class A Pre-Funded Warrants and shares of common stock underlying the Class A Common Stock Warrants. The company filed the registration statement with the SEC on Form S-1 (File No. 333-262410) on January 28, 2022 and it became effective on February 7, 2022.

On February 22, 2022, the Company received a notice of cash exercise for the total outstanding Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at a purchase price of $12.94.

Using the Black-Scholes option pricing model, the Class A Common Stock Warrants were valued in the aggregate at $3.6 million and the Class A Placement Agent Common Stock Warrants were valued in the aggregate at $0.5 million. Both were included in the issuance costs of the private placement and treated as equity (see Note ~~11)~~12).

~~7. Preferred Stock~~6. 2022 Public Offering

~~Prior~~On July 28, 2022, the Company closed a public offering of 238,096 shares of its common stock and 8,333,334 warrants to ~~the Merger, in August 2020, Revelation Sub authorized the sale and issuance of~~purchase up to ~~2,000,000~~238,095 shares of ~~preferred~~its common stock ~~par value~~with an exercise price of $~~0.001~~21.00 per ~~share. At~~share which expire on July 28, 2027 (the “Class B Common Stock Warrants”) at a combined offering price of $21.00 per share and associated warrant (the “July 2022 Public Offering”). Net proceeds to the ~~Closing Date~~Company from the offering were $4.5 million.

Roth was engaged by the Company to act as its exclusive placement agent for the July 2022 Public Offering. The Company paid Roth a cash fee equal to 7.0% of the ~~Business Combination, all outstanding~~gross proceeds received by the Company in the public offering, totaling $350,000 and issued warrants to purchase up to 16,667 shares of common stock with an exercise price of $26.25 per share which expire on July 25, 2027 (the “Class B Placement Agent Common Stock Warrants”).

The shares of common stock, the ~~Series A Preferred~~shares of common stock underlying the Class B Common Stock Warrants and ~~Series A-1 Preferred~~the shares of common stock underlying the Class B Placement Agent Common Stock Warrants were ~~converted into~~ registered with the SEC on Form S-1 (File No. 333-266108), and was declared effective by the SEC on July 25, 2022.~~1,713,965~~

Using the Black-Scholes option pricing model, the Class B Common Stock Warrants were valued in the aggregate at $4.5 million and the Class B Placement Agent Common Stock Warrants were valued in the aggregate at $0.3 million. Both were included in the issuance costs of the July 2022 Public Offering and treated as equity (see Note 12).

7. 2023 Public Offering

On February 13, 2023, the Company closed a public offering of 2,888,600 shares of its common stock, 336,400 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0001 which do not expire (the “Class C Pre-Funded Warrants”) and ~~1,865,238~~6,450,000 warrants to purchase shares of common stock with an exercise price of $5.36 which expire on February 14, 2028 (the “Class C Common Stock Warrants”) at a combined offering price of $4.83 per share of common stock or $4.8299 per Class C Pre-Funded Warrant and associated Class C Common Stock Warrants (the “February 2023 Public Offering”). Net cash proceeds to the Company from the offering were $14.0 million.

Roth was engaged by the Company to act as its exclusive placement agent for the February 2023 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the public offering, totaling $1.2 million.

The shares of common stock, the shares of common stock underlying the Class C Pre-Funded Warrants and the shares of common stock underlying the Class C Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-268576), ~~respectively,~~and was declared effective by the SEC on February 9, 2023.

On February 14, 2023, the Company received a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 33,000 shares of common stock at ~~an exchange ratio~~purchase price of $~~2.725~~3.30.

On March 2, 2023, the Company received a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 160,000 shares of common stock at purchase price of $16.00.

As of March 31, 2023, there were 143,400 Class C Pre-Funded Warrants outstanding.

Using a Monte-Carlo simulation model, the Class C Common Stock Warrants were valued in the aggregate at $14.0 million and included in the issuance costs of the February 2023 Public Offering and treated as a liability (see Note 3)12).

8. Preferred Stock

Revelation Authorized Preferred Stock

The third amended and restated certificate of incorporation of the Company authorizes up to 5,000,000 shares of preferred stock, $0.001 par value per share, which may be issued as designated by the Board of Directors without stockholder approval. As of March 31, ~~2022~~2023 and as of the date of this Report, there ~~was~~were no shares of preferred stock ~~designated nor any such shares~~ issued and outstanding.

Series A Preferred Stock

~~Prior~~On December 19, 2022, the Company closed the sale of one share of the Company’s Series A Preferred Stock, par value $0.001 per share, to ~~the Merger, in December 2020, Revelation Sub sold and issued~~ its Chief Executive Officer for $~~628,930~~5,000.00 ~~shares~~. The outstanding share of Series A Preferred Stock atwas automatically redeemed for $~~6.36~~5,000.00 ~~per share for net proceeds~~on January 30, 2023 upon the effectiveness of $~~3.9~~ ~~million. All~~the Certificate of Amendment implementing the reverse stock split and the increase in authorized shares of common stock of the Company.

The Series A Preferred Stock ~~were exchanged on the Closing Date for common stock in connection~~had 50,000,000 votes and voted together with the ~~Business Combination.~~

~~Series A-1 Preferred Stock~~

~~Prior to the Merger, in January 2021, Revelation Sub sold and issued~~ ~~684,450~~ ~~shares of Series A-1 Preferred Stock at $6.36~~ ~~per share for net proceeds of $3.9~~ ~~million. All~~outstanding shares of the Company’s common stock as a single class exclusively with respect to any proposal to amend the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock and to increase the number of authorized shares of common stock of the Company. The Series ~~A-1~~A Preferred Stock ~~were exchanged~~voted, without action by the holder, on any such proposal in the ~~Closing Date for~~same proportion as shares of common stock ~~in connection with~~voted. The Series A Preferred Stock otherwise had no voting rights except as otherwise required by the ~~Business Combination.~~General Corporation Law of the State of Delaware.

8.9. Units

In connection with the ~~Company's~~Petra's IPO, in October of 2020, ~~the Company~~Petra issued unit's that ~~consists~~consisted of one share of common stock and one warrant exercisable for 1/35 of a share of common stock with an exercise price of $~~11.50~~402.50 per share which expire on January 10, 2027 (the “Public Warrants”).

~~As of March 31, 2022 there were~~ ~~21,136~~ ~~units outstanding,~~, which ~~trade~~traded on the Nasdaq Capital Market under the ticker symbol REVBU. ~~The Company includes each share~~

As disclosed in Note 1, on January 13, 2023, the Company’s units were mandatorily separated, ceased to exist and stopped trading on the Nasdaq Capital Market. At the time of separation there were 1,688,598 units separated, which represented 48,246 shares of common stock and 1,688,598Public ~~Warrant from the unit’s in its calculation~~Warrants. No new shares of common stock ~~and~~or Public Warrants ~~outstanding, respectively.~~were issued in connection with the separation.

9.10. Common Stock

~~Prior~~The Company is authorized under its articles of incorporation, as amended, to ~~the Business Combination, in December 2020, Revelation Sub authorized the sale and issuance of up to~~issue ~~29,977,303~~500,000,000 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,~~Reverse Split

As disclosed in Note 1, on January 30, 2023, the Company ~~authorized~~filed the ~~sale and issuance~~Certificate of ~~up to~~ ~~100,000,000~~Amendment reflecting the change in authorized shares of common stock $from ~~0.001~~100,000,000 to 500,000,000 and effecting a reverse stock split as of 12:01 a.m. Eastern Standard Time on February 1, 2023 with a ratio of 1-for-35. As a result of the Reverse Split, every 35 shares of the Company’s issued and outstanding common stock automatically converted into one share of common stock, without any change in the par value per share. ~~Additionally,~~No fractional shares were outstanding following the Reverse Split. Any holder who would have received a fractional share of common stock automatically received an ~~aggregate~~additional fraction of ~~9,871,343~~a share of common stock to round up to the next whole share. In addition, effective as of the same time as the Reverse Split, proportionate adjustments were made to all then-outstanding equity awards and warrants with respect to the number of shares of common stock subject to such award or warrant and the exercise price thereof. Furthermore, the number of shares of common stock available for issuance under the Company’s equity incentive plans were ~~issued in exchange~~proportionately adjusted for the ~~Revelation Sub stock, outstanding as of immediately prior~~Reverse Split ratio, such that fewer shares will be subject to ~~the Effective Time.~~such plans.

~~Immediately after giving effect~~

Common Stock Issuance due to the Business Combination ~~there were~~ ~~12,944,213~~ ~~shares of common stock outstanding.~~

On the Closing Date, the Company ~~received net~~issued an aggregate of 282,039 shares of common stock in exchange for all outstanding Revelation Sub stock. Net proceeds from the Business Combination ofwere $11.9 million, of which $7.7 million was escrowed pursuant to a ~~Forward Share Purchase Agreement~~forward share purchase agreement entered into by Petra and an institutional investor and $4.2 million was released to Revelation.

~~Subsequent to Business Combination~~

Common Stock Issuance during the year ended December 31, 2022

On January 23, 2022, the Company issued ~~1,293,126~~36,947 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~~8,572 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~~54 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 February 4, 2022, the Company cancelled 21,429 shares in connection with the exercise of the forward share purchase agreement and approximately $7.7 million that was in escrow was paid to an institutional investor.

On February 22, 2022, the Company issued 36,959 shares of common stock in connection with a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment with a total purchase price of $12.94.

On July 28, 2022, the Company issued 238,096 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 3,435 shares of common stock in connection with vested Rollover RSU awards.

Common Stock Issuance during the three months ended March 31, 2023

On February 13, 2023, the Company issued 2,888,600 shares of its common stock in connection with the February 2023 Public Offering. The Company received net cash proceeds of $14.0 million.

On February 14, 2023, the Company issued 33,000 shares of common stock in connection with a notice of cash exercise for Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $3.30.

On March 2, 2023, the Company issued 160,000 shares of common stock in connection with a notice of cash exercise for the Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering with a total purchase price of $16.00.

From March 13, 2023 to March 31, 2023, the Company issued 965,357 shares of common stock in connection with notices of alternative cashless exercise for the Class C Common Stock Warrants issued in connection with the February 2023 Public Offering.

As of March 31, 2023 and December 31, 2022, ~~and 2021,~~ ~~15,082,771~~4,729,839 and ~~12,944,213~~682,882 shares of common stock were issued and outstanding, respectively. As of March 31, ~~2022,~~2023, 0no cash dividends have been declared or paid.

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

March 31,
2022

March 31,
2021

Series A Preferred Stock

—

1,713,965

Series A-1 Preferred Stock

—

1,865,238

Public Warrants

7,278,151

—

Private Warrants

3,233,446

—

Common Warrants

2,586,667

—

Placement Agent Warrants

362,134

—

Rollover Warrants

165,976

167,867

Unvested and unissued Rollover RSU awards

460,706

460,706

Stock options outstanding

354,452

—

Dilutive shares reserved for issuance

14,441,532

4,207,776

Shares available for future stock grants under the 2021 Equity Incentive Plan

939,969

—

Total common stock reserved for issuance

15,381,501

4,207,776


	March 31, 2023		March 31, 2022
Public Warrants (exercise price of $402.50 per share)		300,332		300,332
Class A Common Stock Warrants (exercise price of $115.15 per share)		73,905		73,905
Class A Placement Agent Common Stock Warrants (exercise price of $115.15 per share)		10,347		10,347
Class B Common Stock Warrants (exercise price of $21.00 per share)		238,096		—
Class B Placement Agent Common Stock Warrants (exercise price of $26.25 per share)		16,667		—
Class C Pre-Funded Warrants (exercise price of $0.0001 per share)		143,400		—
Class C Common Stock Warrants (exercise price of $5.36 per share)		4,036,610		—
Rollover Warrants (exercise price of $93.80 per share)		4,738		4,738
Rollover RSU awards outstanding		7,290		13,154
Stock options outstanding		9,581		10,118
Shares reserved for issuance		4,840,966		412,594
Shares available for future stock grants under the 2021 Equity Incentive Plan		58,707		58,170
Total common stock reserved for issuance		4,899,673		470,764

~~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 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 used for RSU grants. On the Closing Date of the Business Combination, the outstanding RSU grants from the 2020 Plan where exchanged for Rollover RSU's and the 2020 Plan was cancelled and there are 0 ~~additional shares available for grant under the 2020 Plan.~~

In January 2022, in connection with the Business Combination, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”) and reserved ~~1,294,421~~36,983authorized shares of common stock for issuance under the plan. 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, and began 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. On January 1, 2023, after effecting the Reverse Split the total shares available for issuance under the 2021 Equity Plan was increased to 68,288 authorized shares of common ~~stock the Company could issue. As of March 31, 2022, there were~~ ~~939,969~~ ~~shares available for future grant under the 2021 Plan.~~stock.

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.

~~The 2021 Plan is administered by the Board~~As of ~~Directors. Vesting periods and other restrictions~~March 31, 2023, there were 58,707 shares available for ~~grants~~future grant 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~~ Plan.~~one~~

to ~~four years~~.

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.

~~Prior to the Merger, Revelation Sub granted the~~The Rollover RSU awards ~~with~~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. ~~Under the~~The milestone-based vesting conditions vested on the RSU awards will automatically vest when the Company’s shares of common stock are publicly traded on any over-the-counter market or national stock exchange. On January 10, 2022, the milestone-based vesting condition was achieved with the consummationClosing Date of the Business Combination.

As of March 31, 2023 and December 31, 2022, the Company ~~granted~~has a total of ~~460,706~~7,290 Rollover RSU awards for shares of common stock ~~each~~outstanding. As of March 31, 2023, 5,053 Rollover RSU awards have fully vested but are unissued and no Rollover RSU awards have been forfeited. As of March 31, 2023, 2,237 Rollover RSU awards will vest and be issued over the next 1.9 years. Each Rollover RSU award converts to one share of common ~~stock, with a total grant date fair value of $1,075,244~~.stock.

~~The Company recorded stock-based compensation expense for Rollover RSU awards of $73,871~~

~~and $~~

~~102,325~~15

~~during the three months ended March 31, 2022 and 2021, respectively. As of March 31, 2022, there was $501,229~~ ~~of unrecognized stock-based compensation expense related to unvested Rollover RSU awards. The unrecognized stock-based compensation expense is estimated to be recognized over a period of~~ ~~1.9~~ ~~years as of March 31, 2022.~~

Stock Options

The Company has granted stock options ~~with time-based vesting conditions.~~ which~~Under time-based vesting conditions, the stock options~~ vest 25% on the one year anniversary ~~and~~of the grant date or the employees hiring date, with the remainder vesting quarterly thereafter for grants to officers and employees. AsStock options have a maximum term of ~~March 31, 2021, there were~~ 03 ~~vested shares of stock option grants.~~and 10 years

~~During the three months ended March 31, 2022, the Company granted~~ ~~354,452~~ ~~stock options for shares of common stock, each stock option converts to one share of common stock, with a total grant date fair value of $741,766~~.

The ~~Company recorded stock-based compensation expense for~~activity related to stock options, ~~of $64,021~~ during the three months ended March 31, ~~2022. As of~~2023 is summarized as follows:


	Shares		Weighted-average Exercise Price		Weighted-average Remaining Contractual Term (Years)
Outstanding at December 31, 2022		9,581	$	31.91
Granted		—		—
Exercised		—		—
Expired and forfeited		—		—
Outstanding at March 31, 2023		9,581	$	31.91		5.1
Exercisable at March 31, 2023		6,590	$	24.15		3.3

For the three months ended March 31, ~~2022, there~~2023, the weighted-average Black-Scholes value per stock option was $~~677,745~~25.67 ~~of unrecognized stock-based compensation expense related to unvested stock options. The unrecognized stock-based compensation expense is estimated to be recognized over a period of~~ .~~3.7~~ ~~years as of March 31, 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.

~~The weighted-average remaining contractual term of stock options is~~ 10 ~~years. There were~~ 0 ~~equity awards exercised or vested as of the three months ended March 31, 2022.~~

Stock-Based Compensation Expense

For the three months ended March 31, ~~2022~~2023 and ~~2021,~~2022, the Company recorded stock-based compensation expense for the period indicated as follows:

Three Months Ended
March 31,
2022

Three Months Ended
March 31,
2021

General and administrative

$
80,084

94,040

Research and development

57,808

8,285

Total stock-based compensation expense

$
137,892

102,325


	Three Months Ended March 31,
	2023		2022
General and administrative:
RSU awards	$	22,383	$	57,079
Stock Options		7,216		23,005
General and administrative stock-based compensation expense		29,599		80,084
Research and development:
RSU awards		1,898		16,792
Stock Options		598		41,016
Research and development stock-based compensation expense		2,496		57,808
Total stock-based compensation expense	$	32,095	$	137,892

As of March 31, 2023, there was $179,748 and $90,819 of unrecognized stock-based compensation expense related to Rollover RSU awards and stock options, respectively. The unrecognized stock-based compensation expense is expected to be recognized over a period of 1.9 years and 2.9 years for Rollover RSU’s and stock options, respectively.

~~11.~~12. Warrants

Public Warrants

In connection with the ~~Company's~~Petra's IPO, ~~the Company~~Petra issued ~~7,278,151~~10,511,597 Public Warrants to purchase ~~a share~~an aggregate of 300,332 shares of common stock atwith an exercise price of $~~11.50~~402.50 per share ~~and~~which expire on January 10, 2027. The Public Warrants trade on the Nasdaq Capital Market under the ticker symbol REVBW.

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of a Business Combination, Public Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a) (9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis.

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~~630.00 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.

~~Private Warrants~~

~~In connection with the Company's IPO, the Company issued~~ ~~3,233,446~~ ~~Private Warrants to purchase a share of common stock at an exercise price of $11.50~~ ~~per share and expire on~~ ~~January 10, 2027~~. Additionally, the Private Warrants are exercisable on a cashless basis at the holder’s option, and non-redeemable so long as they are held by the initial purchasers or their permitted transferees. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Historically,

~~there were certain features in the Private Warrants that created a warrant liability. At the Closing of the Business Combination, the features that created the warrant liability were removed.~~

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~~a placement agent to purchase ~~an aggregate of~~up to ~~167,867~~4,792 shares of common stock atwith an exercise price of $~~2.68~~93.80 per share which expire on January 31, 2027, 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, which was exercisable in accordance with ~~an exchange ratio of~~ ~~2.725, which had already vested upon~~its original issuance.

On February 2, 2022, the Company received a notice of cash exercise for the Company’s Rollover Warrants for ~~1,891~~54 shares of common stock at a purchase price of $5,073. As of March 31, ~~2022,~~2023, there were ~~165,976~~4,738 Rollover Warrants remaining to be exercised or exchanged.

The fair value of the Rollover Warrants ~~was~~were 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	%

Class A Pre-Funded Warrants

In connection with the PIPE Investment, the Company issued pre-funded warrants to an institutional investor to purchase up to 36,959 shares of common stock at an exercise price of $0.00035 per share.

On February 22, 2022, the Company received a notice of cash exercise for the Class A Pre-Funded Warrants issued in connection with the PIPE Investment for 36,959 shares of common stock at purchase price of $12.94. As of March 31, 2023 there were no Class A Pre-Funded Warrants outstanding.

Class A Common Stock Warrants

In connection with the PIPE Investment, the Company issued warrants to ~~the Purchaser~~an institutional investor to purchase ~~an aggregate of~~up to ~~2,586,667~~73,905 shares of common stock at an exercise price of $~~3.29~~115.15 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~~July 25, 2027.

The fair value of the ~~warrants was~~Class A Common Stock Warrants were 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~~	—

~~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	%

Class A Placement Agent Common Stock Warrants

In connection with the PIPE Investment, the Company issued warrants to Roth to purchase an aggregate of 10,347 shares of common stock at an exercise price of $115.15 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 July 25, 2027.

The fair value of the Class A Placement Agent Common Stock Warrants were 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	%

Class B Common Stock Warrants

In connection with the July 2022 Public Offering, the Company issued 8,333,334 warrants to purchase an aggregate of 238,095 shares of common stock at an exercise price of $21.00 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 Class B Common Stock Warrants were 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	%

Class B Placement Agent Common Stock Warrants

In connection with the July 2022 Public Offering, the Company issued warrants to the Placement Agent to purchase up to 16,667 shares of common stock at an exercise price of $26.25 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 Class B Placement Agent Common Stock Warrants were 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	%

Class C Pre-Funded Warrants

In connection with the February 2023 Public Offering, the Company issued pre-funded warrants to purchase up to 336,400 shares of common stock at an exercise price of $0.0001 per share.

As of March 31, 2023 there were 143,400 Class C Pre-Funded Warrants outstanding.

~~12. Income Taxes~~18

~~For~~Class C Common Stock Warrants

In connection with the February 2023 Public Offering, the Company issued warrants to purchase up to 6,450,000 shares of common stock at an exercise price of $5.36 per share, valued on the public offering purchase date in the aggregate at $13,996,500 and included in the issuance costs of the public offering. The warrants were exercisable immediately upon issuance, provide for a cash, cashless exercise right or an alternative cashless exercise right for 0.4 shares of common stock per Class C Common Stock Warrant and expire on February 14, 2028.

The Company accounted for the Class C Common Stock Warrants as current liabilities based upon the guidance of ASC 480 and ASC 815. The Company evaluated the Class C Common Stock Warrants under ASC 815-40, Derivatives and Hedging—Contracts in Entity’s Own Equity (“ASC 815-40”), and concluded that they do not meet the criteria to be classified in stockholders’ equity.

The Company concluded that the multiplier of 0.4 shares of common stock per Class C Common Stock Warrant used in the alternative cashless exercise, precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock. The Company recorded the Class C Common Stock Warrants as current liabilities on the balance sheet at fair value, with subsequent changes in their respective fair values recognized in the statement of operations and comprehensive loss at each reporting date.

Estimating fair values of liability-classified financial instruments requires the development of estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Because liability-classified financial instruments are initially and subsequently carried at fair value, the Company’s financial results will reflect the volatility in these estimate and assumption changes. Changes in fair value are recognized as a component of other income (expense) in the statement of operations.

At the date of issuance, the Company valued the Class C Common Stock Warrants using a Monte-Carlo simulation model with a fair value of $14 million.

As of March 31, 2023, the Company received notices of alternative cashless exercises for 2,413,390 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 965,357 shares of common stock.

As of March 31, 2023, the Company re-valued 4,036,610 outstanding Class C Common Stock Warrants using a Monte-Carlo simulation model with a fair value of $3.5 million. The gain of $7.7 million resulting from the change in the fair value of the liability for the unexercised warrants was recorded as a change in fair value of the warrant liability in the accompanying statements of operations for the three months ended March 31, ~~2022~~2023.

13. Income Taxes

The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and ~~2021,~~ the year-to-date pre-tax income (loss) and other comprehensive income. The Company did 0not ~~recognize~~record a provision or benefit for income taxes ~~due~~during the three months ended March 31, 2023 and 2022, respectively.

For the period ending March 31, 2023 the Company recorded non-taxable income of $7.7 million related to ~~having~~a change in the fair value of a warrant liability. The Company incurred taxable losses in 2022 and projects further taxable losses for 2023. The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets. As of March 31, 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 March 31, 2022 and December 31, 2021, the Company had 0 ~~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

Class C Pre-Funded Warrant Exercise

~~In preparing these condensed consolidated financial statements,~~On April 6, 2023, the Company ~~has evaluated and determined~~received a notice of cash exercise for the remaining Class C Pre-Funded Warrants issued in connection with the February 2023 Public Offering for 143,400 shares of common stock at purchase price of $14.34.

Class C Common Stock Warrant Exercise

From March 31, 2023 to May 16, 2023, the Company received notices of alternative cashless exercises for 2,927,550 Class C Common Stock Warrants issued in connection with the February 2023 Public Offering for 1,175,624 shares of common stock. As of May 16, 2023, there are ~~no events and transactions for potential recognition or disclosure through May 13, 2022, the date the financial statements were available to be issued.~~1,108,260 Class C Common Stock Warrants outstanding.

1719

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

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~~this 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~~this Form 10-Q and our Annual Report on Form 10-K for the year ended December 31, ~~2021 ,~~2022 particularly under the “Risk Factors” and ~~“Disclosure~~“Cautionary Note Regarding Forward-Looking ~~Statements”~~Statements and Risk Factors Summary” 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 us and licensed to potentially prevent, treat and detect disease. Our therapeutic product candidates are based on our therapeutic platform and consist of REVTx-300, which is being developed as a potential therapy for the prevention and treatment of acute organ injury (e.g. AKI, MI) and chronic organ disease including CKD; REVTx-100, which is being developed for the prevention and treatment of infections including healthcare-associated bacterial infection 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 traditional commercially available IM vaccine; and REVTx-99b, which is being developed for the treatment of ~~allergies and viral infections.~~food allergies. REVTx-99a iswas being developed as a broad anti-viral nasal drop solution for the potential prevention or potential treatment of respiratory viral ~~infections.~~infections and REVTx-99b iswas being developed ~~for the~~as a prevention or treatment offor chronic nasal congestion ~~due to allergies or chronic rhinosinusitis.~~and allergic rhinitis until June of 2022. Our ~~lead~~ diagnostic, REVDx-501 (REVIDTMRapid Test Kit), iswas being developed as a rapid point of care diagnostic product that can potentially be used to detect various respiratory viral infections.

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-300, REVTx-100, REVTx-200, REVTx-99a/b and REVDx-501, our product candidates.

We have funded our operations since our inception in May 2020 to March 31, ~~2022~~2023 through the issuance and sale of our capital stock, from which we have raised net proceeds of ~~$25.5~~$43.9 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~~audited financial statements for March 31, ~~2022~~2023 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 $6.6 million and $2.6 million for the three months ended March 31, 2022 and 2021, respectively.~~ As of March 31, ~~2022~~2023 we had an accumulated deficit of ~~$21.1~~$19.2 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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, 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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, 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

Change in Authorized Shares and Reverse Stock Split

On January 30, 2023, at a special meeting of stockholders, our stockholders approved a Certificate of Amendment to our Third Amended and Restated Certificate of Incorporation to change the authorized common stock from 100,000,000 to 500,000,000 shares and effect a reverse stock split of our outstanding shares of common stock at a specific ratio within a range of one-for-twenty (1-for-20) to a maximum of a one-for-one hundred (1-for-100) split. On January 30, 2023, we filed the Certificate of Amendment which set the authorized common stock to 500,000,000 and effected a 1-for-35 reverse stock split of our outstanding shares of common stock as of 12:01 a.m. Eastern Standard Time on February 1, 2023.

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-300, REVTx-100, REVTx-200, REVTx-99a/b 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-99a/b~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b 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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, REVDx-501 and any future product candidates is highly uncertain. To the extent that ~~either REVTx-99a/b~~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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, 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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, 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~~we continue to operate 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 the change in fair value of warrant liability, 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 March 31,
	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021			Change			2023			2022			Change
Operating expenses:
Research and development	$	3,680,280		$	1,557,039		$	2,123,241		$	525,273		$	3,680,280		$	(3,155,007	)
General and administrative		2,906,020			1,050,672			1,855,348			1,094,574			2,906,020			(1,811,446	)
Total operating expenses		6,586,300			2,607,711			3,978,589			1,619,847			6,586,300			(4,966,453	)
Loss from operations		(6,586,300	)		(2,607,711	)		(3,978,589	)		(1,619,847	)		(6,586,300	)		4,966,453
Other income (expense), net		(30,241	)		(4,642	)		(25,599	)
Net loss	$	(6,616,541	)	$	(2,612,353	)	$	(4,004,188	)
Total other income (expense), net											7,779,042			(30,241	)		7,809,283
Net income (loss)										$	6,159,195		$	(6,616,541	)	$	12,775,736

Research and Development Expenses

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


								Three Months Ended March 31,
	Three Months Ended March 31, 2022		Three Months Ended March 31, 2021		Change			2023		2022		Change
REVTx-99a clinical study expenses	$	2,773,115	$	591,200	$	2,181,915		$	—	$	2,773,115	$	(2,773,115	)
REVTx-99b clinical study expenses		170,361		—		170,361			—		170,361		(170,361	)
REVTx-99a/b manufacturing expenses		106,754		—		106,754
Manufacturing expenses									291,268		106,754		184,514
REVDx-501 diagnostic development		6,889		511,678		(504,789	)		—		6,889		(6,889	)
Other program expenses									65,720		—		65,720
Other expenses									58,948		46,726		12,222
Personnel expenses (including stock-based compensation)		576,435		354,490		221,945			109,337		576,435		(467,098	)
Other expenses		46,726		99,671		(52,945	)
Total research and development expenses	$	3,680,280	$	1,557,039	$	2,123,241		$	525,273	$	3,680,280	$	(3,155,007	)

Research and development expenses ~~increased~~decreased by ~~$2.1~~$3.2 million, from ~~$1.6 million for the three months ended March 31, 2021 to~~ $3.7 million for the three months ended March 31, ~~2022.~~2022 to $0.5 million for the three months ended March 31, 2023. The ~~increase~~decrease was primarily due to ~~an increase~~decreases of ~~$2.2~~$2.8 million in clinical study expenses related to REVTx-99a ~~$0.2 million in clinical study expenses related to REVTx-99b, $0.1 million in REVTx-99a/b manufacturing expenses~~ and ~~$0.2~~$0.5 million in personnel expenses, ~~which included $57,808 of employee stock-based compensation expense. These increases were~~ offset by ~~a decrease~~an increase of ~~$0.5~~$0.2 million in ~~diagnostic development~~manufacturing expenses. Other program expenses ~~related to REVDx-501.~~of $0.1 million include pre-clinical costs and clinical preparation costs primarily for programs REVTx-300, REVTx-100 and REVTx-200.

General and Administrative Expenses

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

Three Months Ended
March 31,
2022

Three Months Ended
March 31,
2021

Change

Personnel expenses (including employee stock-based compensation)

$
678,107

$
685,070

$
(6,963
)
Legal and professional fees (including non-employee stock-based compensation)

1,499,366

329,911

1,169,455

Other expenses

728,547

35,691

692,856

Total general and administrative expenses.

$
2,906,020

$
1,050,672

$
1,855,348


	Three Months Ended March 31,
	2023		2022		Change
Personnel expenses (including employee stock-based compensation)	$	459,784	$	678,107	$	(218,323	)
Legal and professional fees (including non-employee stock-based compensation)		544,461		1,499,366		(954,905	)
Other expenses		90,329		728,547		(638,218	)
Total general and administrative expenses.	$	1,094,574	$	2,906,020	$	(1,811,446	)

General and administrative expenses ~~increased~~decreased by ~~$1.9~~$1.8 million, from $2.9 million for the three months ended March 31, 2022 to $1.1 million for the three months ended March 31, ~~2021 to $2.9 million for the three months ended March 31, 2022.~~2023. The ~~increase~~decrease was primarily due to ~~an increase $1.2~~decreases of $1.0 million in financial advisory fees, legal fees and professional consulting service ~~fees. In addition,~~fees, $0.6 million in other expenses ~~increased by $0.7 million~~ as a result of ~~an increase~~a decrease in D&O ~~Insurance.~~Insurance and $0.2 million in personnel expenses.

Other Income (Expense), Net

Other income (expense), net was ~~$4,645 for the three months ended March 31, 2021 and~~ $30,241 for the three months ended March 31, 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. Other income (expense), net was $7,779,042 for the three months ended March 31, 2023, related to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts.

Liquidity and Capital Resources

Since our inception to March 31, ~~2022,~~2023, 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~~$43.9 million, of which ~~$11.6~~$14.0 million was received during the three months ~~ending~~ended March 31, ~~2022.~~2023. As of March 31, ~~2022,~~2023, we had available cash and cash equivalents of ~~$7.2~~$17.7 million and an accumulated deficit of ~~$21.1~~$19.2 million.

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our ~~lead~~ therapeutic product ~~candidates, REVTx-99a/b~~candidate, REVTx-300, REVTx-100 and ~~the development of our lead diagnostic product, REVDx-501.~~REVTx-200. 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 $6.6 million for the three months ended March 31, 2022.~~ As of March 31, ~~2022~~2023, we had an accumulated deficit of ~~$21.1~~$19.2 million, a stockholders’ ~~deficit~~equity of ~~$98,511~~$10.0 million and available cash and cash equivalents of ~~$7.2~~$17.7 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-99a/b,~~REVTx-300, REVTx-100, REVTx-200, REVTx-99b, REVDx-501 or other product candidates, which we expect will not be for at least several years, if ever. 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~~audited financial statements for March 31, ~~2022~~2023 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 March 31, ~~2022,~~2023, 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:


							Three Months Ended March 31,
	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021			2023			2022
Net cash used in operating activities	$	(4,830,066	)	$	(2,382,052	)	$	(1,575,154	)	$	(4,830,066	)
Net cash used in investing activities.		—			(99,101	)
Net cash provided by financing activities.		10,741,598			8,004,865			14,024,993			10,741,598
Net increase (decrease) in cash and cash equivalents.	$	5,911,532		$	5,523,712
Net increase in cash and cash equivalents							$	12,449,839		$	5,911,532

Net Cash Used in Operating Activities

During the three months ended March 31, 2023, net cash used in operating activities was $1.6 million, which consisted of a net income of $6.2 million, offset by a net change of non-cash charges of $7.7 million comprised of the change in fair value of the warrant liability, stock-based compensation expense, non-cash lease expense and depreciation expense.

During the three months ended March 31, 2022, net cash used in operating activities was $4.8 million, which consisted of a net loss of $6.6 million, offset by a net change of $1.6 million in our net operating assets and liabilities and non-cash charges of $0.2 million comprised of stock-based compensation expense, non-cash lease expense and depreciation ~~expense plus a net change of $1.6 million in our net operating assets and liabilities.~~expense.

During the three months ended March 31, 2021, net cash used in operating activities was $2.4 million, which consisted of a net loss of $2.6 million, offset by non-cash charges of $0.1 million comprised of stock-based compensation expense, non-cash lease expense and depreciation expense plus a net change of $0.1 million in our net operating assets and liabilities.

~~Net Cash Used in Investing Activities~~

~~During the three months ended March 31, 2022, there was no cash used in investing activities.~~

~~During the three months ended March 31, 2021, net cash used in investing activities consisted of $99,101 for purchases of lab equipment.~~

Net Cash Provided by Financing Activities

During the three months ended March 31, 2023, net cash provided by financing activities was $14.0 million, from net cash proceeds of $14.0 million received from the February 2023 Public Offering.

During the three months ended March 31, 2022, net cash provided by financing activities was $10.7 million, from net proceeds of $4.2 million received in connection with the Business Combination, after exercise of the ~~Forward Share Purchase Agreement~~forward share purchase agreement of $7.7 million, and net proceeds of $7.3 million received from the PIPE Investment, offset by $0.8 million in repayments of ~~Promissory Notes Payable,~~promissory notes payable, including interest expense.

~~During the three months ended March 31, 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 March 31, ~~2022~~2023 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	$	51,578	$	—	$	—	$	—	$	51,578	$	86,670	$	—	$	—	$	—	$	86,670
Premium Finance Agreement (D&O Insurance)		520,999								520,999
Total contractual obligations	$	572,577	$	—	$	—	$	—	$	572,577	$	86,670	$	—	$	—	$	—	$	86,670

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. We believe that our non-cancelable obligations under these agreements are not material.

Off-Balance Sheet Arrangements

As of March 31, ~~2022,~~2023, 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, England 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~~Judgments 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 March 31, ~~2022,~~2023, there were ~~460,706~~7,290 Rollover RSU awards and ~~354,452~~9,581 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.

JOBS Act Accounting Election

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as those standards apply to private companies.

We have elected to use this extended transition period to enable us to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our financial statements and our interim financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Item 3. Quantitative and Qualitative Disclosures About Market ~~Risk~~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~~

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 March 31, ~~2022,~~2023, 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.

PART II—OTHER INFORMATION

Item 1. Legal ~~Proceedings~~Proceedings.

Of the LifeSci Capital LLC claim, $1.5 million ~~of the claim~~ relates to deferred underwriting fees from the Petra initial public offering. In addition, but separate from the claim, one of the underwriters in the Petra initial public offering ~~which~~who is not a participant in the litigation with LifeSci Capital LLC recently issued a demand letter seeking repayment for $655 thousand in fees owed from the Petra initial public offering that remain unpaid, Both of these amounts are recorded as a current liability in the financial statements as of March 31, 2023 under deferred underwriting commissions. No other liabilities are reflected in the financial statements as the amount of any additional liability ~~can not~~cannot be determined at this time.

Item 1A. Risk ~~Factors~~

Factors.

Our business is subject to various risks, including those described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2021.~~2022. There have been no material changes from the risk factors disclosed in Item 1A of our Annual Report on Form 10-K.

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

~~(a)~~a)

None.

~~(b)~~b)

None.

~~(c)~~c)

~~The following table summarizes all of the repurchases of the Company’s equity securities during the three months ended March 31, 2022:~~None.

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
January 1, 2022 to January 31, 2022

–

–

–

–
February 1, 2022 to February 28, 2022

750,000(1)

$ 10.2031

750,000

–
March 1, 2022 to March 31, 2022

–

–

–

–
Total

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.~~Not applicable.

Item 4. Mine Safety ~~Disclosures~~Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item ~~5. Other Information~~

~~None.~~

~~Item~~ 6. Exhibits, Financial Statement Schedules.

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


~~Exhibit~~ ~~Number~~EXHIBIT		~~Description~~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,~~Rules 13a_14(a) and 15(d)-14(a), as ~~Adopted~~adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~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,~~Rules 13a_14(a) and 15(d)-14(a), as ~~Adopted~~adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as ~~Adopted~~adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as ~~Adopted~~adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of ~~2002.~~2002
~~101.INS~~101.INS*		~~Inline~~ XBRL Instance Document – the instance document does not appear in the ~~Interactive Data File~~interactive data file because its XBRL tags are embedded within the Inline XBRL document.
~~101.SCH~~101.SCH*		Inline XBRL Taxonomy Extension ~~Schema~~Scema Document
~~101.CAL~~101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
~~101.DEF~~101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
~~101.LAB~~101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
~~101.PRE~~101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
~~104~~104*		Cover Page Interactive Data File ~~(embedded within the~~(formatted as Inline XBRL ~~document)~~and contained in Exhibit 101)


*	Filed herewith.

* Filed herewith.

2729

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: May ~~13, 2022~~22, 2023	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)

Date: May ~~13, 2022~~22, 2023	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting ~~officer)~~officer

2830


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 1/35thshare of common stock at an exercise price of ~~$11.50~~$402.50 per share	REVBW	The Nasdaq Stock Market LLC


		Page

PART I.	FINANCIAL INFORMATION	1

Item 1.	Condensed Consolidated Financial Statements ~~(unaudited)~~(Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders’ 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	1820
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2426
Item 4.	Controls and Procedures	2427

PART II.	OTHER INFORMATION	2628

Item 1.	Legal Proceedings	2628
Item 1A.	Risk Factors	2628
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2628
Item 3.	Defaults Upon Senior Securities	2628
Item 4.	Mine Safety Disclosures	2628
Item 5.	Other Information	2728
Item 6.	Exhibits	2729
Signatures	28	30


	March 31, 2022			December 31, 2021			March 31, 2023			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	7,186,261		$	1,274,729		$	17,702,818		$	5,252,979
Deferred offering costs								—			87,171
Prepaid expenses and other current assets		684,780			637,342			332,387			73,132
Total current assets		7,871,041			1,912,071			18,035,205			5,413,282
Property and equipment, net		108,919			115,181			83,870			90,133
Right-of-use lease asset		—			14,960
Total assets	$	7,979,960		$	2,042,212		$	18,119,075		$	5,503,415
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	1,460,845		$	596,261		$	705,089		$	554,205
Accrued expenses		3,706,366			1,528,669			973,925			985,497
Lease liability		—			16,752
Deferred underwriting commissions		2,911,260			—			2,911,260			2,911,260
Warrant Liability								3,511,155			—
Total current liabilities		8,078,471			2,141,682			8,101,429			4,450,962
Total liabilities		8,078,471			2,141,682			8,101,429			4,450,962
Commitments and Contingencies (Note 5)
STOCKHOLDERS’ EQUITY (DEFICIT)
Series A Preferred Stock, $0.001 par value; 0 and 628,930 shares authorized, issued and outstanding at March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $3,999,995 at March 31, 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 March 31, 2022 and December 31, 2021, respectively; liquidation preference of $0 and $4,353,102 at March 31, 2022 and December 31, 2021, respectively		0			3,578,197
Common Stock, $0.001 par value; 100,000,000 and 29,977,303 shares authorized and 15,082,771 and 12,944,213 issued and outstanding at March 31, 2022 and December 31, 2021, respectively		15,083			2,309
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Series A Preferred Stock, $0.001 par value; zero and one shares authorized, issued and outstanding at March 31, 2023 and December 31, 2022, respectively; liquidation preference of $0 and $5,000 at March 31, 2023 and December 31, 2022, respectively								—			—
Common Stock, $0.001 par value; 500,000,000 and 11,000,000 shares authorized and 4,729,839 and 682,882 issued and outstanding at March 31, 2023 and December 31, 2022, respectively								4,730			683
Additional paid-in-capital		21,020,246			6,933,593			29,200,569			26,398,618
Accumulated deficit		(21,133,840	)		(14,517,299	)		(19,187,653	)		(25,346,848	)
Total stockholders’ equity (deficit)		(98,511	)		(99,470	)
Total liabilities and stockholders’ equity (deficit)	$	7,979,960		$	2,042,212
Total stockholders’ equity								10,017,646			1,052,453
Total liabilities and stockholders’ equity							$	18,119,075		$	5,503,415


	March 31, 2022		December 31, 2021
Prepaid clinical costs	$	—	$	488,614
Prepaid insurance		618,750		—
Other prepaid expenses & current assets		66,030		148,728
Total prepaid expenses & current assets	$	684,780	$	637,342


☒	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	☒


	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)
Balance as of December 31, 2020		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
Issuance of Series A-1 Preferred Stock, net of issuance costs		—				—			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				—				—
Payment for Series A Preferred Stock subscribed		—				3,499,997			—				—			—				—				—				—				3,499,997
Payment for common stock subscribed		—				—			—				—			—				—				499,998				—				499,998
Stock-based compensation expense		—				—			—				—			—				—				102,325				—				102,325
Net loss		—				—			—				—			—				—				—				(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

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	)
Conversion of Series A Preferred Stock to common stock		(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	)
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
Equity Issuance for fees in connection with the Business Combination		—				—			—				—			300,000				300				—				—				300
Proceeds from the PIPE Investment, net issuance costs		—				—			—				—			1,293,126				1,293				7,260,926				—				7,262,219
Issuance of Common Warrants in connection with the PIPE Investment - $3,634,262		—				—			—				—			—				—				—				—				—
Issuance of Placement Agent Warrants in connection with PIPE Investment - $508,797		—				—			—				—			—				—				—				—				—
Rollover Warrant exercise		—				—			—				—			1,891				2				5,072				—				5,074
Repurchase for the Forward Share Purchase Agreement exercise		—				—			—				—			(750,000	)			(750	)			(7,651,575	)			—				(7,652,325	)
Pre-Funded Warrants exercise		—				—			—				—			1,293,541				1,294				(1,281	)			—				13
Stock-based compensation expense		—				—			—				—			—				—				137,892				—				137,892
Net loss		—				—			—				—			—				—				—				(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	)


	March 31, 2023		December 31, 2022
Prepaid insurance costs	$	213,750	$	—
Other prepaid expenses & current assets		118,637		73,132
Total prepaid expenses & current assets	$	332,387	$	73,132


	March 31, 2022			December 31, 2021
Lab equipment	$	131,963		$	131,963
Total property and equipment, gross		131,963			131,963
Accumulated depreciation	$	(23,044	)	$	(16,782	)
Total property and equipment, net		108,919			115,181


	March 31, 2022		December 31, 2021
Accrued payroll and related expenses	$	978,343	$	756,729
Accrued clinical study expenses		1,255,901		327,244
Accrued professional fees		848,223		294,130
Accrued clinical development costs		110,566		145,566
Accrued other expenses		—		5,000
Premium Finance Agreement		513,333		—
Total accrued expenses	$	3,706,366	$	1,528,669


	March 31, 2022		March 31, 2021
Series A Preferred Stock		—		1,713,965
Series A-1 Preferred Stock		—		1,865,238
Public Warrants		7,278,151		—
Private Warrants		3,233,446		—
Common Warrants		2,586,667		—
Placement Agent Warrants		362,134		—
Rollover Warrants		165,976		167,867
Unvested and unissued Rollover RSU awards		460,706		460,706
Stock options outstanding		354,452		—
Dilutive shares reserved for issuance		14,441,532		4,207,776
Shares available for future stock grants under the 2021 Equity Incentive Plan		939,969		—
Total common stock reserved for issuance		15,381,501		4,207,776


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
January 1, 2022 to January 31, 2022	–	–	–	–
February 1, 2022 to February 28, 2022	750,000(1)	$ 10.2031	750,000	–
March 1, 2022 to March 31, 2022	–	–	–	–
Total	750,000	$ 10.2031	750,000	–