Business Context and Reporting Period
This Form 8-K Current Report from Revelation Biosciences, Inc. covers events occurring on June 24, 2026. The filing details the execution of amended executive employment agreements, amendments to the Company's Bylaws, and the results of the Annual Meeting of Stockholders held on the same date.
Key Financial Metrics
This filing is a current report regarding corporate governance and executive compensation; it does not provide financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Corporate Actions
Executive Employment Agreements
The Company entered into Amended and Restated Executive Employment Agreements with CEO James Rolke and CFO Chester S. Zygmont, III, effective June 24, 2026. Key changes include:
- Enhanced Severance: In the event of a "covered termination" surrounding a change in control, severance benefits increase to 2x the sum of base salary and target annual bonus, plus a pro rata bonus and up to 18 months of COBRA reimbursement.
- Outside Activities: Increased flexibility for executives to engage in outside activities deemed beneficial or non-detrimental by an independent board committee.
- Term: Initial three-year term with automatic one-year renewals unless 30 days' notice of non-renewal is provided.
Bylaw Amendments
The Board adopted amendments to the Second Amended and Restated Bylaws effective June 24, 2026:
- Universal Proxy Rules: New Section 1.11.6 requires Proposing Persons to comply with Rule 14a-19, including providing notice 120 days prior to the anniversary of the previous annual meeting.
- Definition of "Cause": New Section 2.11 formally defines "Cause" for director and officer removal, covering felonies, fraud, willful misconduct, and material breaches of fiduciary duty.
- Emergency Succession: New Section 4.12 establishes an interim succession framework where the CFO acts as CEO (or vice versa) in cases of death, disability, or sudden vacancy, with a Board meeting required within 30 days to consider permanent appointment.
Annual Meeting Results
A quorum was established with 2,234,348 shares present (57.2% of outstanding shares). Voting results were as follows:
| Proposal | For | Against | Abstain/Withheld | Outcome |
|---|---|---|---|---|
| Election of Director (Jennifer Carver) | 519,169 | 24,779 | 263,081 | Elected |
| Authorization of Reverse Stock Splits | 1,786,623 | 444,315 | 3,410 | Approved |
| Ratification of Auditor (Baker Tilly US, LLP) | 1,794,221 | 217,178 | 222,949 | Ratified |
Reverse Stock Split Authority: Stockholders granted the Board discretionary authority to effect one or more reverse stock splits within one year at a ratio between 1-for-2 and 1-for-250 without further stockholder approval.
Guidance, Outlook, and Risks
The filing contains no financial guidance, outlook, or management commentary regarding future business performance. The primary risks and contingencies disclosed relate to corporate governance, specifically the potential for executive turnover (mitigated by new succession plans) and the potential dilution or concentration of share ownership via the authorized reverse stock split.
Investor Verification Checklist
- Verify the specific terms of the "covered termination" and "change in control" definitions in the attached Exhibits 10.1 and 10.2 to understand the exact financial liability of the new severance packages.
- Monitor Board announcements regarding the exercise of the reverse stock split authority, as the specific ratio (1-for-2 to 1-for-250) has not yet been determined.
- Review the full text of the Third Amended and Restated Bylaws (Exhibit 3.1) to understand the procedural requirements for the new Universal Proxy Rules and "Cause" definitions.
- Confirm the qualifications and background of the newly elected director, Jennifer Carver, as disclosed in the definitive proxy statement filed on May 11, 2026.