Business Context and Reporting Period
This Form 8-K Current Report was filed by Revelation Biosciences, Inc. on July 6, 2023. The filing addresses a corporate governance amendment approved by the Board of Directors effective immediately.
Financial Metrics
This filing does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The document focuses exclusively on a change to the Company's Bylaws.
Material Changes
The Board of Directors amended the Company's Second Amended and Restated Bylaws to modify the quorum requirement for stockholder meetings:
- Previous Requirement: A majority of outstanding shares entitled to vote.
- New Requirement: At least one-third of all issued and outstanding shares of common stock entitled to vote.
- Effective Date: The change applies to the 2023 Annual Meeting of Stockholders scheduled for July 14, 2023.
Guidance, Outlook, and Risks
The filing contains no management guidance, financial outlook, risk factors, contingencies, or discussion of unusual items. The sole purpose of the report is to disclose the amendment to the Bylaws.
Key Facts for Investor Verification
- Verify the impact of the reduced quorum threshold (from majority to one-third) on the ability to conduct business at the upcoming July 14, 2023 Annual Meeting.
- Review the full text of the amended Bylaws filed as Exhibit 3.2 for any additional provisions not summarized in this report.
- Confirm the Company's status as an Emerging Growth Company, as indicated by the checkmark in the filing.