REVELATION BIOSCIENCES, INC. 8-K

What Happened
Revelation Biosciences, Inc. (REVB) filed an 8-K on June 24, 2026 announcing amended and restated employment agreements for CEO James Rolke and CFO Chester S. Zygmont, III, adoption of amended bylaws, and results from its June 24, 2026 Annual Meeting. The amended executive agreements (effective June 24, 2026) increase change-in-control severance and add flexibility for certain outside activities; the Board adopted bylaw amendments addressing universal proxy compliance, a formal definition of “Cause,” and interim CEO/CFO succession procedures. At the Annual Meeting stockholders elected Jennifer Carver as a Class A director, authorized Board discretion to effect one or more reverse stock splits (1-for-2 up to 1-for-250), and ratified Baker Tilly US, LLP as auditor for 2026.

Key Details

• Executive agreements effective June 24, 2026 for James Rolke (CEO) and Chester Zygmont (CFO). Change-in-control severance for a “covered termination” increased to: severance equal to 2x (current base salary + target annual bonus), pro rata target bonus for year of termination, and reimbursement of up to 18 months of COBRA premiums. Initial term: 3 years with automatic one-year renewals unless 30 days’ notice.
• Bylaw amendments (effective June 24, 2026): new Section 1.11.6 requires compliance with Rule 14a-19 (universal proxy) and enhanced advance notice and nominee undertakings; new Section 2.11 defines “Cause” with seven enumerated grounds and independent-board determination; new Section 4.12 sets interim CEO/CFO succession rules and defines “Disability” (60 continuous days or 90 days within 12 months).
• Annual Meeting vote totals: quorum present (2,234,348 shares). Director election — Jennifer Carver: For 519,169; Against 24,779; Withheld 263,081; 1,427,319 broker non-votes. Reverse split authorization: For 1,786,623; Against 444,315; Abstain 3,410. Auditor ratification (Baker Tilly): For 1,794,221; Against 217,178; Abstain 222,949.

Why It Matters
These changes affect governance and potential financial obligations. The enhanced change-in-control severance raises the company’s potential payout obligations to top executives if a qualifying change occurs. The reverse stock split authorization (1-for-2 up to 1-for-250) gives the Board broad discretion to consolidate shares, which, if implemented, would reduce share count and could affect per-share metrics, market price, and liquidity. The bylaw amendments tighten nomination and proxy procedures, formalize grounds for director/officer removal for “Cause,” and clarify emergency succession — all of which change how shareholder nominations, removals, and sudden executive vacancies are handled.