Financings	9 Months Ended
Sep. 30, 2025
Proposed Public Offering [Abstract]
Financings	5. Financings February 2024 Public Offering On February 5, 2024, the Company closed a public offering of 2,677 shares of its common stock, 25,761 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 56,875 shares of common stock with an initial exercise price of $217.44 which expire on February 5, 2029 (the “Class D Common Stock Warrants”). Net cash proceeds to the Company from the offering were $5.4 million and issuance costs were $0.8 million, including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. Class D Warrant Inducement On August 21, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 53,083 shares of its common stock, at a reduced exercise price of $60.00 per share. In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the warrant inducement, the Company paid Roth Capital Partners, LLC (“Roth”) a cash fee of approximately $0.3 million for its services. The Company received net cash proceeds of approximately $3.5 million, net of issuance costs of $0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-281909) with the SEC and declared effective on September 12, 2024. Class E Warrant Inducement On December 3, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 84,668 shares of common stock with an exercise price of $48.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 84,668 shares of its common stock and Class G Common Stock Warrants exercisable for 127,001 shares of its common stock (see Note 9). The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company agreed to pay Roth a cash fee of $0.3 million for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $3.7 million, net of issuance costs of $0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No. 333-281909), which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and Class G Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-283764), which was declared effective on December 20, 2024. 2025 Public Offering On May 29, 2025, the Company closed a public offering of 225,000 shares of its common stock, 988,334 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0003 which did not have an expiration date (the “Class H Pre-Funded Warrant”) and 14,560,000 warrants to purchase 4,853,334 shares of common stock with an initial exercise price of $3.30 which expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $3.30 per share of common stock and associated Class H Common Stock Warrants, or $3.29 per pre-funded warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million. Roth was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $0.3 million. The shares of common stock, the shares of common stock underlying the pre-funded warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025. Between May 29 and June 15, 2025, the Company received notices of cash exercise for all of the pre-funded warrants issued in connection with the May 2025 Public offering totaling 988,334 shares of common stock, at a total purchase price of $297. As of September 30, 2025 there were no pre-funded warrants outstanding. Using the Black-Scholes option pricing model, the Class H Common Stock Warrants were valued in the aggregate at $11.5 million and included in the issuance costs of the May 2025 Public Offering and treated as equity (see Note 9). The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with Accounting Standards Codification (“ASC”) 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9). Class H Warrant Inducement On September 10, 2025, the Company entered into warrant exercise inducement offer letters with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 4,355,000 shares of its common stock, at an exercise price of $2.20 per share. In exchange, the Company agreed to issue 13,065,000 Class I Common Stock Warrants. The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company paid Roth a cash fee of approximately $0.8 million for its services. The Company received net cash proceeds of approximately $8.7 million, which is net of issuance costs of approximately $0.9 million. The shares of common stock issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025. The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Equity Classified Written Call Options. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $8.7 million. As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost. Upon close of the transaction, the Company issued 923,000 of the 4,355,000 shares of common stock that were issuable upon exercise of the Class H Warrants. Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 3,432,000 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. During the three and nine months ended September 30, 2025, 921,666 of these abeyance shares were issued and 2,510,334 shares remain held in abeyance as of September 30, 2025. The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

Financings

9 Months Ended

Sep. 30, 2025

5. Financings

February 2024 Public Offering

On February 5, 2024, the Company closed a public offering of 2,677 shares of its common stock, 25,761 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 56,875 shares of common stock with an initial exercise price of $217.44 which expire on February 5, 2029 (the “Class D Common Stock Warrants”). Net cash proceeds to the Company from the offering were $5.4 million and issuance costs were $0.8 million, including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024.

Class D Warrant Inducement

On August 21, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 53,083 shares of its common stock, at a reduced exercise price of $60.00 per share. In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the warrant inducement, the Company paid Roth Capital Partners, LLC (“Roth”) a cash fee of approximately $0.3 million for its services. The Company received net cash proceeds of approximately $3.5 million, net of issuance costs of $0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-281909) with the SEC and declared effective on September 12, 2024.

Class E Warrant Inducement

On December 3, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 84,668 shares of common stock with an exercise price of $48.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 84,668 shares of its common stock and Class G Common Stock Warrants exercisable for 127,001 shares of its common stock (see Note 9). The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company agreed to pay Roth a cash fee of $0.3 million for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $3.7 million, net of issuance costs of $0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No. 333-281909), which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and Class G Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-283764), which was declared effective on December 20, 2024.

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 225,000 shares of its common stock, 988,334 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0003 which did not have an expiration date (the “Class H Pre-Funded Warrant”) and 14,560,000 warrants to purchase 4,853,334 shares of common stock with an initial exercise price of $3.30 which expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $3.30 per share of common stock and associated Class H Common Stock Warrants, or $3.29 per pre-funded warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million.

Roth was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $0.3 million.

The shares of common stock, the shares of common stock underlying the pre-funded warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025.

Between May 29 and June 15, 2025, the Company received notices of cash exercise for all of the pre-funded warrants issued in connection with the May 2025 Public offering totaling 988,334 shares of common stock, at a total purchase price of $297. As of September 30, 2025 there were no pre-funded warrants outstanding.

Using the Black-Scholes option pricing model, the Class H Common Stock Warrants were valued in the aggregate at $11.5 million and included in the issuance costs of the May 2025 Public Offering and treated as equity (see Note 9).

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants, resulting in a reduction in the exercise price of these warrants. In accordance with Accounting Standards Codification (“ASC”) 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

Class H Warrant Inducement

On September 10, 2025, the Company entered into warrant exercise inducement offer letters with certain holders of 13,065,000 Class H Common Stock Warrants exercisable for an aggregate of 4,355,000 shares of its common stock, at an exercise price of $2.20 per share. In exchange, the Company agreed to issue 13,065,000 Class I Common Stock Warrants. The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company paid Roth a cash fee of approximately $0.8 million for its services. The Company received net cash proceeds of approximately $8.7 million, which is net of issuance costs of approximately $0.9 million. The shares of common stock

issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025.

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Equity Classified Written Call Options. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $8.7 million. As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost.

Upon close of the transaction, the Company issued 923,000 of the 4,355,000 shares of common stock that were issuable upon exercise of the Class H Warrants. Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 3,432,000 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. During the three and nine months ended September 30, 2025, 921,666 of these abeyance shares were issued and 2,510,334 shares remain held in abeyance as of September 30, 2025.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

REVELATION BIOSCIENCES, INC. 10-Q