Revelation Biosciences Adopts Stockholder Rights Plan

What Happened
Revelation Biosciences, Inc. announced on July 10, 2026 that its Board adopted a stockholder rights plan and entered into a Rights Agreement with Continental Stock Transfer & Trust Co., and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of common stock, payable to holders of record as of July 21, 2026. The Rights are exercisable upon separation from the common stock on a Distribution Date tied to an acquiring person event and are exchangeable or redeemable by the Board under specified conditions. The Company also filed a Certificate of Designation on July 9, 2026 establishing the Series B Junior Participating Preferred Stock that the Rights may purchase, and issued a press release on July 10, 2026.

Key Details

• Each Right allows purchase of one one‑thousandth (1/1,000) of a share of Series B Junior Participating Preferred Stock at a $20.00 purchase price (subject to adjustment).
• A person or group becomes an “Acquiring Person” (generally triggering the Rights) upon acquiring beneficial ownership of 10% or more of common stock (15% for qualifying passive investors who file on Schedule 13G).
• Distribution/trigger mechanics: Rights separate and become exercisable either 10 calendar days after a public announcement that someone became an Acquiring Person or 10 business days after a tender/exchange offer that would result in an Acquiring Person.
• Board powers and term: Board may redeem all Rights for $0.001 per Right before an Acquiring Person exists; Rights expire one year after the agreement unless stockholders ratify—then expire after three years (subject to earlier redemption/exchange).

Why It Matters
This filing establishes an anti‑takeover measure designed to deter unsolicited or hostile accumulations of Revelation’s shares by imposing dilution or other consequences if a party crosses the ownership threshold. For investors, the plan gives the Board tools to protect the company during potential takeover attempts and to negotiate from a stronger position; until a Right is exercised, holders have no additional voting or dividend rights. The Certificate of Designation creates the preferred share instrument underlying the Rights, which will affect how any future exercise converts into economic and voting terms.