Business Context and Reporting Period
This Form 8-K Current Report, filed on January 31, 2023, covers events occurring on January 30, 2023, for Revelation Biosciences, Inc. (REVB). The filing details the results of a special meeting of stockholders and the immediate implementation of corporate governance changes, specifically a reverse stock split and an increase in authorized shares.
Key Financial Metrics
This filing is a current report regarding corporate actions and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial performance metrics.
Material Changes Versus Prior Period
- Reverse Stock Split: Effective February 1, 2023, at 12:01 a.m. EST, the Company executed a 1-for-35 reverse stock split. Every 35 shares of issued and outstanding common stock were converted into one share.
- Share Count Reduction: Following the split, approximately 672,460 shares of common stock were issued and outstanding, down from 23,536,070 shares prior to the split.
- Authorized Shares Increase: The number of authorized common shares was increased from 100,000,000 to 500,000,000.
- Equity Adjustments: All outstanding equity awards and warrants were proportionately adjusted for the number of shares and exercise price. The CUSIP number for common stock changed to 76135L 309.
Guidance, Outlook, and Management Commentary
The filing does not provide forward-looking guidance, financial outlook, or management commentary regarding future business performance. The primary focus is the execution of the stockholder-approved proposals. The Company noted that no fractional shares would be outstanding, with holders entitled to round up to the next whole share.
Stockholder Vote Results
At the special meeting, 13,077,838 common shares and one share of Series A Preferred Stock (entitled to 50,000,000 votes) were present, constituting a quorum. The voting results were as follows:
| Proposal | For | Against | Abstain |
|---|---|---|---|
| 1. Increase Authorized Shares | 53,329,345 | 6,506,571 | 3,241,922 |
| 2. Reverse Stock Split (1-for-20 to 1-for-100) | 56,353,405 | 3,599,118 | 3,125,315 |
| 3. Ratification of Auditor (Baker Tilly US, LLP) | 12,219,710 | 274,018 | 584,110 |
Important Facts for Investors to Verify
- Confirm the post-split trading of REVB shares on The Nasdaq Stock Market LLC beginning February 1, 2023.
- Verify the adjusted exercise prices and share counts for any held warrants (REVBW) or equity awards.
- Check the new CUSIP number (76135L 309) for common stock transactions.
- Review the definitive proxy statement filed on December 30, 2022, for detailed rationale regarding the reverse split.