S-1/A: Revelation Biosciences Files Amendment No. 2 to Form S-1 for Public Offering

Revelation Biosciences files an amendment to its S-1 registration statement for a proposed public offering of common stock and warrants.

Summary

• Revelation Biosciences, Inc. filed Amendment No. 2 to its Form S-1 registration statement with the SEC on January 30, 2024.
• The company is planning a best efforts public offering of up to 793,651 shares of common stock, pre-funded warrants to purchase up to 793,651 shares of common stock, and Class D Common Stock Warrants to purchase up to 1,587,302 shares of common stock.
• Each Class D Common Stock Warrant is exercisable immediately for one share of common stock at an exercise price of $ per share and will expire five years from the initial exercise date.
• The offering also includes pre-funded warrants for purchasers whose ownership would exceed 4.99% (or 9.99%) of the outstanding common stock.
• The purchase price for each pre-funded warrant will equal the per share public offering price for the common stock in this offering less the $0.0001 per share exercise price of each such pre-funded warrant.
• Each pre-funded warrant will be exercisable upon issuance and will not expire prior to exercise.
• The company's common stock is quoted on the Nasdaq Capital Market under the symbol REVB.
• On January 22, 2024, the last reported sales price for the company's common stock was $12.60 per share.
• Effective January 25, 2024, the company effected a 1-for-30 reverse stock split.
• The offering is expected to terminate on the earlier of the date the company enters into securities purchase agreements or February 23, 2024.
• Roth Capital Partners, LLC is acting as the exclusive placement agent for the offering.
• The company estimates total expenses of the offering to be approximately $224,428.
• The company expects to deliver shares, Class D Common Stock Warrants and pre-funded warrants to purchasers in the offering on or about January _____, 2024.

Sentiment

Score: 6

Explanation: The sentiment is neutral. The announcement is a standard regulatory filing for a capital raise. While the capital raise itself is a positive for the company's ability to fund operations, it also introduces dilution for existing shareholders.

Risks

• An investment in the company's common stock and warrants involves a high degree of risk.
• The actual public offering price per share and accompanying two Class D Common Stock Warrants will be determined between the company, the Placement Agent and the investors in the offering, and may be at a discount to then current market price of our common stock.
• There is no minimum offering amount required as a condition to closing in this offering the actual public amount, placement agents fee, and proceeds to us, if any, are not presently determinable and may be substantially less than the total maximum offering amounts set forth above and throughout this prospectus.

Future Outlook

The company intends to use the net proceeds from this offering to further the development of GEM-SSI, GEM-AKI and GEM-CKD, continue to develop other products and therapies, and fund working capital and general corporate purposes.

Industry Context

This announcement is typical for a clinical-stage biopharmaceutical company seeking funding to advance its pipeline. The use of common stock and warrants is a common structure in such offerings.

Stakeholder Impact

• Shareholders will experience dilution as a result of the offering.
• The company will have additional capital to fund its research and development programs.
• The company's ability to execute its business plan will be enhanced.

Next Steps

• The company will determine the final offering price and terms with the placement agent and investors.
• The company will enter into securities purchase agreements with investors.
• The company will deliver the securities to the investors upon receipt of funds.
• The company will use the net proceeds as outlined in the prospectus.

Key Dates

Keywords

public offering, common stock, warrants, REVB, Revelation Biosciences, pre-funded warrants, Roth Capital Partners, reverse stock split