Business Context and Reporting Period
This Form 8-K filing by Revelation Biosciences, Inc. (REVB) reports a corporate action effective July 7, 2025. The filing details the implementation of a reverse stock split previously authorized by stockholders at the Annual Meeting on June 25, 2025.
Key Financial Metrics
This filing does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on capital structure adjustments.
- Post-Split Share Count: Approximately 1,534,599 shares of common stock issued and outstanding immediately after the split.
- Split Ratio: 1-for-3 reverse stock split.
- New CUSIP: 76135L705.
Material Changes Versus Prior Period
The primary material change is the reduction in the number of outstanding shares and the corresponding adjustment to equity instruments:
- Share Conversion: Every three (3) pre-split shares were automatically converted into one (1) post-split share.
- Fractional Shares: No fractional shares were issued; entitlements were rounded up to the nearest whole share.
- Equity Awards and Warrants: Proportionate adjustments were made to the number of shares and exercise prices for outstanding equity awards and warrants.
- Special Warrant Provisions: Class D, G, and H Common Stock Warrants contain price reset features. Their exercise prices (and share counts for Class G) were adjusted based on the Volume Weighted Average Price (VWAP) of the common stock surrounding the split date.
- Equity Plans: The number of shares available for issuance under equity incentive plans was proportionately reduced.
Guidance, Outlook, and Risks
The filing does not provide new financial guidance, management commentary on future operations, or specific risk factors beyond the mechanics of the stock split. The Company noted that the stock began trading on a post-split basis under the existing symbol "REVB" when the market opened on July 7, 2025.
Investor Verification Checklist
- Verify the adjusted number of shares held in brokerage accounts reflects the 1-for-3 ratio and rounding up of fractional shares.
- Confirm the updated exercise prices and share quantities for any held Class D, G, or H warrants, noting the VWAP-based reset mechanism.
- Check the new CUSIP number (76135L705) for accurate trade settlement.
- Review the definitive proxy statement filed on June 9, 2025, for the full rationale and authorization details of the split.