Revelation Biosciences Inc. Announces 1-for-30 Reverse Stock Split Effective January 25, 2024
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Insights
A reverse stock split is a corporate action where a company reduces the number of its outstanding shares to increase the per-share price of its stock. For Revelation Biosciences Inc., the 1-for-30 reverse stock split aims to address compliance issues with Nasdaq's minimum bid price requirement. From a financial perspective, this maneuver is typically seen as a short-term remedy to fulfill exchange listing criteria rather than an indicator of underlying financial health.
For investors, the immediate effect is that the market price of individual shares will increase, but the overall value of the company remains unchanged. It is crucial to monitor the stock's performance post-split to assess whether the increased share price will attract institutional investors or improve market perception, potentially leading to a more favorable trading environment. However, there is also a risk that the reverse split could be viewed negatively by the market, as it often signals that a company has been struggling to meet listing requirements.
From a market research standpoint, the reverse stock split by Revelation Biosciences Inc. reflects broader trends in the biotechnology sector, where companies often face volatile stock prices due to the high-risk nature of drug development. The split may impact investor sentiment, as it could be perceived as a last resort to maintain listing status. It's important to analyze industry peers who have undergone similar splits to determine the potential long-term effects on stock performance and investor confidence.
Additionally, the adjustment of equity incentive plans and derivative securities like warrants and options is a critical aspect to consider. These adjustments will maintain the economic equivalence post-split, but the reduced liquidity and increased share price could affect the attractiveness of these instruments to employees and investors.
Legally, the reverse stock split does not alter shareholder rights or preferences, which is a significant consideration for stockholders. The company has taken steps to ensure that the split is executed fairly, providing additional shares to round up fractional ownerships to whole shares. This action prevents the dilution of any shareholder's ownership percentage in the company, which is a critical legal safeguard during such corporate actions.
Moreover, the reverse stock split must comply with both federal securities laws and corporate governance rules. Revelation Biosciences Inc.'s adherence to the procedural requirements, such as stockholder approval and proper notification, reflects compliance with these regulations. It's also worth noting that the company's transfer agent plays a pivotal role in maintaining accurate records post-split, ensuring that shareholders' holdings are correctly adjusted without requiring action on their part.
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.
Information for Stockholders
Upon the effectiveness of the reverse stock split, each thirty 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 will automatically be entitled to receive an additional fraction of a share of common stock to round up to the next 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 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 hospital acquired infection and as a prevention for acute kidney injury.
For more information on Revelation, please visit www.RevBiosciences.com.
Forward-Looking Statements
This press release contains forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are statements that are not historical facts. These forward-looking statements are generally identified by the words "anticipate", "believe", "expect", "estimate", "plan", "outlook", and "project" and other similar expressions. We caution investors that forward-looking statements are based on management’s expectations and are only predictions or statements of current expectations and involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from those anticipated by the forward-looking statements. Revelation cautions readers not to place undue reliance on any such forward looking statements, which speak only as of the date they were made. The following factors, among others, could cause actual results to differ materially from those described in these forward-looking statements: the ability of Revelation to meet its financial and strategic goals, due to, among other things, competition; the ability of Revelation to grow and manage growth profitability and retain its key employees; the possibility that the Revelation may be adversely affected by other economic, business, and/or competitive factors; risks relating to the successful development of Revelation’s product candidates; the clinical utility of an increase in intranasal cytokine levels as a biomarker of viral infections; the ability to 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 potential impact that COVID-19 may have on Revelation’s suppliers, vendors, regulatory agencies, employees and the global economy as a whole; the ability of Revelation to maintain the listing of its securities on NASDAQ; investor sentiment relating to SPAC related going public transactions; 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/20240123489665/en/
Sandra Vedrick
Vice President, Investor Relations & Human Resources
Revelation Biosciences Inc.
Email: svedrick@revbiosciences.com
and
Chester Zygmont, III
Chief Financial Officer
Revelation Biosciences Inc.
Email: czygmont@revbiosciences.com
Source: Revelation Biosciences Inc.
FAQ
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