REVELATION BIOSCIENCES, INC. 8-K

What Happened
Revelation Biosciences, Inc. filed an 8-K reporting that on January 23, 2026 it entered into inducement letters with two holders to prompt the immediate exercise of existing Class I common stock warrants. The exercises (pre‑reverse‑split) involve 8,544,999 warrants and are expected to generate aggregate gross proceeds of approximately $7.3 million (before advisory fees). In exchange the company issued 17,089,998 pre‑split new Class J common stock warrants in a private placement.

Key Details

• Existing warrants: 8,544,999 pre‑reverse‑split (2,136,251 post 1-for-4 reverse split effective Jan 28, 2026).
• Exercise price: $0.86 per share pre-split (equivalent to $3.44 post-split).
• New warrants: 17,089,998 pre‑split (4,272,500 post-split) Class J warrants issued in the private placement; Class J warrants have the same exercise price, are not exercisable until stockholder approval, and will be exercisable for five years from the date of stockholder approval.
• Registration and timing: Shares issuable on the Existing Warrants are covered by an effective Form S-3 declared effective Sept 30, 2025; the Class J warrants and their underlying shares are unregistered and the company agreed to file a resale S-3 within 20 days of closing.
• Fees: Revelation agreed to pay Roth Capital Partners an 8% cash fee on gross proceeds and reimburse certain expenses.
• Use of proceeds: Company intends to use net proceeds for clinical development plans, working capital and general corporate purposes. The filing supersedes a Jan 23, 2026 press release that had included a third investor who later withdrew.

Why It Matters
This transaction provides Revelation with near-term cash (approximately $7.3M gross) to fund clinical and corporate needs, but it also creates potential future dilution because of the newly issued Class J warrants and the underlying shares. The new Class J warrants cannot be exercised until stockholder approval and their underlying shares are currently unregistered (the company has committed to file a resale registration). Investors should note the advisory fee (8% of gross proceeds) reduces net financing and that timely registration and stockholder approval are required for full economics of the deal to be realized.