Revelation Biosciences Inc. Announces Exercise of Warrants for $4 Million in Gross Proceeds
03 Décembre 2024 - 2:38PM
Business Wire
Revelation Biosciences, Inc. (NASDAQ: REVB) (the “Company” or
“Revelation”), a clinical-stage life sciences company that is
focused on harnessing the power of trained immunity for the
treatment of disease, announced today the entry into a definitive
agreement for the immediate exercise of certain outstanding
warrants to purchase up to an aggregate of 4,064,040 shares of
common stock, issued by the Company on August 22, 2024 (the
“Existing Warrants”), at the exercise price of $1.00 per share. The
shares of common stock issuable upon exercise of the Existing
Warrants are registered pursuant to an effective registration
statement on Form S-3 (File No. 333-281909). The closing of the
offering is expected to occur on or about December 3, 2024, subject
to satisfaction of customary closing conditions.
Roth Capital Partners is acting as the Company’s financial
advisor for this transaction.
In consideration for the immediate exercise of the warrants for
cash, the exercising holders will receive new warrants to purchase
shares of common stock in a private placement pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended (the "1933 Act").
The Class F new warrants will be exercisable into an aggregate of
up to 4,064,040 shares of common stock, will be exercisable
beginning on the effective date of stockholder approval of the
issuance of the shares issuable upon exercise of the new warrants
at an exercise price of $1.00 per share, and have a term of
exercise equal to two years after the stockholder approval date.
The Class G new warrants will be exercisable into an aggregate of
up to 6,096,060 shares of common stock, will be exercisable
beginning on the effective date of stockholder approval of the
issuance of the shares issuable upon exercise of the new warrants
at an exercise price of $1.00 per share, and have a term of
exercise equal to five years after the stockholder approval date.
The securities offered in the private placement have not been
registered under the Securities Act of 1933, as amended, or
applicable under state securities laws. Accordingly, the securities
may not be offered or sold in the United States except pursuant to
an effective registration statement or an applicable exemption from
the registration requirements of the Securities Act and such
applicable state securities laws. As part of the transaction, the
Company has agreed to file a resale registration statement on Form
S-3 with the Securities and Exchange Commission within 20 days of
the closing to register the resale of the shares of common stock
underlying the new warrants issued in the private placement.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy these securities, nor shall there
be any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Revelation Biosciences Inc.
Revelation Biosciences, Inc. is a clinical stage life sciences
company focused on harnessing the power of trained immunity for the
prevention and treatment of disease using its proprietary
formulation Gemini. Revelation has multiple ongoing programs to
evaluate Gemini, including as a prevention for acute kidney injury,
as a prevention for post-surgical infection, and for the treatment
of chronic kidney disease.
For more information on Revelation, please visit
www.RevBiosciences.com.
Forward-Looking Statement
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995, as
amended. Forward-looking statements are statements that are not
historical facts. These forward-looking statements are generally
identified by the words "anticipate", "believe", "expect",
"estimate", "plan", "outlook", and "project" and other similar
expressions. We caution investors that forward-looking statements
are based on management’s expectations and are only predictions or
statements of current expectations and involve known and unknown
risks, uncertainties and other factors that may cause actual
results to be materially different from those anticipated by the
forward-looking statements. Revelation cautions readers not to
place undue reliance on any such forward-looking statements, which
speak only as of the date they were made. The following factors,
among others, could cause actual results to differ materially from
those described in these forward-looking statements: the ability of
Revelation to meet its financial and strategic goals, due to, among
other things, competition; the ability of Revelation to grow and
manage growth profitability and retain its key employees; the
possibility that the Revelation may be adversely affected by other
economic, business, and/or competitive factors; risks relating to
the successful development of Revelation’s product candidates; the
ability to successfully complete planned clinical studies of its
product candidates; the risk that we may not fully enroll our
clinical studies or enrollment will take longer than expected;
risks relating to the occurrence of adverse safety events and/or
unexpected concerns that may arise from data or analysis from our
clinical studies; changes in applicable laws or regulations;
expected initiation of the clinical studies, the timing of clinical
data; the outcome of the clinical data, including whether the
results of such study is positive or whether it can be replicated;
the outcome of data collected, including whether the results of
such data and/or correlation can be replicated; the timing, costs,
conduct and outcome of our other clinical studies; the anticipated
treatment of future clinical data by the FDA, the EMA or other
regulatory authorities, including whether such data will be
sufficient for approval; the success of future development
activities for its product candidates; potential indications for
which product candidates may be developed; the ability of
Revelation to maintain the listing of its securities on NASDAQ; the
expected duration over which Revelation’s balances will fund its
operations; and other risks and uncertainties described herein, as
well as those risks and uncertainties discussed from time to time
in other reports and other public filings with the SEC by
Revelation.
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version on businesswire.com: https://www.businesswire.com/news/home/20241203455963/en/
Chester Zygmont, III Chief Financial Officer Revelation
Biosciences Inc. Email: czygmont@revbiosciences.com
Revelation Biosciences (NASDAQ:REVB)
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