UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REVELATION BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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, including zip code)
REVELATION BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN
(Full title of the plan)
James Rolke, Chief Executive Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, CA 92122
(Name and address of agent for service)
650-800-3717
(Telephone number, including area code, of agent for service)
Copy to:
J.P. Galda & Co.
Attn: J.P. Galda, Esq.
40 East Montgomery Avenue LTW 220
Ardmore, PA 19003
Telephone: 212-815-1534
Email: jpgalda@jpgaldaco.com
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.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller Reporting Company ☒ |
Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Item 1 will be sent or given to participants in the plan as specified by Rule 428(b)(1) of the Securities Act of 1933, as amended (the “Securities Act”). Such documents are not required to be and are not filed with the U.S. Securities and Exchange Commission (the “SEC”) either as part of this registration statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this registration statement pursuant to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this registration statement (which are incorporated by reference in this Section 10(a) Prospectus) and any other documents required to be delivered to eligible employees, nonemployee directors, and consultants pursuant to Rule 428(b) are available, without charge, by contacting:
Chester Zygmont, III, Chief Financial Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
650-800-3717
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, as filed with the SEC by Revelation Biosciences, Inc., a Delaware corporation (File No. 000-27019) (the “Company”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act are hereby incorporated by reference:
(i) | Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on April 15, 2022 ((the “Registrant Annual Report”); |
(ii) | Current Report on Form 8-K filed with the SEC on December 23, 2021, as amended by the Form 8-K/A filed on April 22, 2022; |
(iii) | Quarterly Report on Form 10-Q for the period ended March 31, 2022, filed with the SEC on May 16, 2022; |
(iv) | All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant Annual Report; and |
(v) | the description of the Registrant’s Common Stock contained in Exhibit 4.9 to the Annual Report, including any amendments or reports filed for the purpose of updating such description. |
All other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment to this registration statement that indicate that all securities offered hereby have been sold, or that deregisters all such securities remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Names Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our Third Amended and Restated Certificate of Incorporation (the “Charter”) and our amended and restated bylaws (the “Bylaws”) that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
● | any breach of the director’s duty of loyalty to us or our stockholders; |
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● | any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
● | any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or |
● | any transaction from which the director derived an improper personal benefit. |
These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our Charter also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware General Corporation Law, our Bylaws provide that:
● | we may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; |
● | we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and |
● | the rights provided in our amended and restated bylaws are not exclusive. |
Our Charter and our Bylaws provide for the indemnification provisions described above and elsewhere herein. We have entered or will enter into, and intend to continue to enter into, separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.
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Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit Number* | Title of Document | Location | ||
Item 4 | Instruments Defining the Rights of Securities Holders, including Indentures | |||
4.01 | Common Stock Specimen | Incorporated by reference to the Registration Statement on Form S-1 filed January 28, 2022 | ||
Item 5 | Opinion re Legality | |||
5.01 | Opinion of J.P. Galda & Co. | This filing | ||
Item 10 | Material Contracts | |||
10.107 | Revelation Biosciences, Inc. 2021 Equity Incentive Plan | Incorporated by reference to Annex C to the definitive proxy statement filed with the SEC on December 16, 2021 | ||
Item 23 | Consents of Experts and Counsel | |||
23.01 | Baker Tilly US, LLP | This filing | ||
23.02 | Consent of J.P. Galda & Co | Included in Exhibit 5.01 | ||
23.03 | Consent of dbbmckennon | This filing | ||
Item 24 | Power of Attorney | |||
24.01 | Power of Attorney | See signature page to this filing. | ||
Item 107 | Filing Fee Table | |||
107 | Filing Fee Table | This filing |
* | All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
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Item 9. Undertakings
Undertaking Required by Item 512(a) of Regulation S-K: The undersigned registrant hereby undertakes:
(1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
(i) | To include any prospectus required by section 10(a)(3) of the Securities Act; |
(ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
(iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
(2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
Undertaking Required by Item 512(b) of Regulation S-K: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Undertaking Required by Item 512(h) of Regulation S-K: Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Ardmore, Pennsylvania, on the 31st day of May, 2022.
REVELATION BIOSCIENCES, INC. | ||
By: | /s/ James Rolke | |
James Rolke | ||
Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Chester S. Zygmont, III and J.P. Galda, jointly and severally, as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
Name and Signature | Title | Date | ||
/s/ James Rolke | Chief Executive Officer and Director | May 31, 2022 | ||
James Rolke | ||||
/s/ George Tidmarsh | Chairman and Director | May 31, 2022 | ||
George Tidmarsh MD, Ph.D. | ||||
/s/ Chester S. Zygmont, III | Chief Financial Officer and | May 31, 2022 | ||
Chester S. Zygmont, III | Principal Accounting Officer | |||
/s/ Jennifer Carver | Director | May 31, 2022 | ||
Jennifer Carver | ||||
/s/ Jess Roper | Director | May 31, 2022 | ||
Jess Roper | ||||
/s/ Curt LaBelle | Director | May 31, 2022 | ||
Curt LaBelle MD |
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