Business Context and Reporting Period
This Form 8-K Current Report was filed by Revelation Biosciences, Inc. on January 22, 2024, regarding events occurring on January 17, 2024, and January 22, 2024. The filing addresses a material modification of rights to security holders through a reverse stock split.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The report focuses exclusively on corporate governance and capital structure adjustments.
Material Changes
- Reverse Stock Split Approval: On January 17, 2024, stockholders approved a proposal granting the board authority to execute a reverse stock split between a 1-for-2 and 1-for-50 ratio.
- Implementation: On January 22, 2024, the Company filed a Certificate of Amendment effecting a 1-for-30 reverse stock split.
- Effective Date: The split became effective at 12:01 a.m. Eastern Standard Time on January 25, 2024.
- Share Count Impact: Approximately 209,911 shares of common stock will be issued and outstanding immediately following the split.
- Fractional Shares: No fractional shares will be issued; holders entitled to fractions will receive a round-up to the next whole share.
- Equity Adjustments: Outstanding equity awards, warrants, and shares available under equity incentive plans will be proportionately adjusted for the 1-for-30 ratio.
- Trading Details: The stock will continue to trade under the symbol "REVB" with a new CUSIP number of 76135L507.
Guidance, Outlook, and Risks
The filing does not provide financial guidance, management commentary on future operations, or specific risk factors beyond the structural changes to the capitalization. The primary purpose is to notify the market of the completed reverse split to maintain compliance with listing standards.
Investor Verification Checklist
- Verify the new CUSIP number (76135L507) for post-split trading.
- Confirm the adjusted number of shares held in brokerage accounts on January 25, 2024.
- Review the adjustment of exercise prices and share counts for any held warrants (REVBW) or stock options.
- Check the definitive proxy statement filed on December 22, 2023, for additional context on the rationale for the split.