Revelation Biosciences Inc. Announces 1-for-16 Reverse Stock Split Effective January 28, 2025

Rhea-AI Summary

Revelation Biosciences (NASDAQ: REVB) has announced a 1-for-16 reverse stock split effective January 28, 2025, following stockholder approval on January 17, 2025. The stock will continue trading under the symbol 'REVB' with a new CUSIP number 76135L606.

The reverse split aims to increase the market price per share to regain compliance with Nasdaq Capital Market's minimum bid listing requirements. Proportionate adjustments will be made to conversion and exercise prices of warrants, restricted stock units, stock options, and shares under equity incentive plans.

The company also announced the start of its Prime Phase 1b clinical study of Gemini in CKD patients, with dosing to begin in Mid-February 2025 and topline data expected Mid-Year.

Positive

• Phase 1b clinical study of Gemini in CKD patients starting with topline data expected mid-2025
• Strategic action to maintain Nasdaq listing compliance through reverse split

Negative

• 1-for-16 reverse stock split indicates significant share price decline
• Risk of delisting from Nasdaq due to minimum bid price non-compliance
• Potential loss of value for shareholders holding less than 16 shares due to fractional shares being rounded down

Insights

Financial Analyst

The announced 1-for-16 reverse stock split represents a critical financial maneuver for Revelation Biosciences, primarily driven by the need to maintain Nasdaq listing compliance. With the current share price at $0.3225, the post-split price would mathematically adjust to approximately $5.16, theoretically providing a buffer above Nasdaq's $1.00 minimum bid requirement.

This corporate action carries several significant implications for investors:

• While the split doesn't directly affect company value, it often signals underlying financial stress and typically attracts heightened market scrutiny
• The timing, coinciding with the upcoming Phase 1b Gemini CKD trial, suggests a strategic move to maintain institutional investor access and financing options during a critical clinical development phase
• Historical patterns show that reverse splits in biotech often precede additional capital raises, as companies seek to maintain a 'marketable' share price for future offerings

The concurrent progress in clinical development presents a complex narrative: while advancing their pipeline demonstrates operational execution, the need for a reverse split highlights the challenging balance between scientific progress and financial market requirements. Investors should note that while the share count reduction might temporarily stabilize the trading price, the fundamental factors driving market valuation remain tied to clinical development success and cash runway.

SAN DIEGO--(BUSINESS WIRE)-- Revelation Biosciences Inc. (NASDAQ: REVB) (the “Company” or “Revelation”), announced today that, on January 28, 2025, the Company will implement a 1-for-16 reverse split of its common stock following approval at its Special Meeting of Stockholders held on January 17, 2025. The reverse stock split will be effective as of the morning of January 28, 2025, and the Company’s common stock will trade on a post-split basis at the beginning of trading on the same date under the existing trading symbol “REVB.” The CUSIP number for the common stock following the reverse stock split will be 76135L606.

The reverse stock split is intended to increase the market price per share of the Company’s common stock to regain compliance with the minimum bid continued listing requirement of The Nasdaq Capital Market. Proportionate adjustments will be made to the conversion and exercise prices of the company’s warrants, restricted stock unit awards, stock options and to the number of shares issued and issuable under the Company’s equity incentive plans.

Revelation Bioscience Inc. on January 21st announced the start of its Prime Phase 1b clinical study of Gemini in CKD patients. The dosing to commence in Mid-February 2025 and Topline data expected Mid-Year. For more information on Revelation, please visit www.RevBiosciences.com.

Information for Stockholders

Upon the effectiveness of the reverse stock split, each sixteen shares of the Company’s issued and outstanding common stock will be automatically combined and converted into one issued and outstanding share of common stock. The reverse stock split will affect all stockholders uniformly and will not alter any stockholder’s relative interest in the Company’s equity, except to the extent that the reverse stock split would have resulted in a stockholder owning a fractional share. Holders of common stock otherwise entitled to a fractional share as a result of the Reverse Stock Split because they hold a number of shares not evenly divisible by the Reverse Stock Split ratio will be rounded down to the nearest whole share. The reverse stock split will not change the par value of the common stock or modify the rights or preferences of the common stock. The Company’s transfer agent, Continental Stock Transfer & Trust Co., will maintain the book-entry records for the Company’s common stock. Registered stockholders holding pre-split shares of the Company’s common stock electronically in book-entry form are not required to take any action to receive post-split shares. Stockholders owning shares via a broker, bank, trust or other nominee will have their positions automatically adjusted to reflect the reverse stock split, subject to such broker’s particular processes, and will not be required to take any action in connect with the reverse stock split. Continental Stock Transfer & Trust Co. can be reached at (212) 509-4000 or (800) 509-5586.

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 post-surgical infection, as a prevention for acute kidney injury, and for the treatment of chronic kidney disease.

For more information on Revelation, please visit www.RevBiosciences.com.

Forward-Looking Statements

This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generally identified by the words "anticipate," "believe," "expect," "estimate," "plan," "outlook," and "project" and other similar expressions. We caution investors that forward-looking statements are based on management’s expectations and are only predictions or statements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Revelation to meet its financial and strategic goals, due to, among other things, competition; the ability of Revelation to grow and manage growth profitability and retain its key employees; the possibility that the Revelation may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the 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.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250124726986/en/

Company Contacts

Mike Porter

Investor Relations

Porter LeVay & Rose Inc.

Email: mike@plrinvest.com

Chester Zygmont, III

Chief Financial Officer

Revelation Biosciences Inc.

Email: czygmont@revbiosciences.com

Source: Revelation Biosciences Inc.

FAQ

When will REVB's 1-for-16 reverse stock split take effect?

The reverse stock split will take effect on January 28, 2025, with trading on a post-split basis beginning the same day.

What happens to REVB shareholders owning less than 16 shares after the reverse split?

Shareholders owning less than 16 shares will have their holdings rounded down to the nearest whole share, potentially losing their position entirely.

When will REVB begin dosing for the Gemini Phase 1b clinical study?

Dosing for the Gemini Phase 1b clinical study in CKD patients is scheduled to commence in Mid-February 2025.

What is the new CUSIP number for REVB stock after the reverse split?

The new CUSIP number following the reverse stock split will be 76135L606.

Do REVB shareholders need to take any action for the reverse stock split?

No, registered stockholders and those holding shares via brokers do not need to take any action as positions will be automatically adjusted.