Business Context and Reporting Period
This Form 8-K Current Report was filed by Revelation Biosciences, Inc. on August 17, 2026. The report details the approval of Restricted Stock Awards (RSAs) to the Company's Chief Executive Officer, James Rolke, and Chief Financial Officer, Chester S. Zygmont, III, effective August 17, 2026, pursuant to the 2021 Equity Incentive Plan.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on executive compensation arrangements and does not contain financial statement data.
Material Changes and Executive Compensation
- Grants Approved: The Compensation Committee approved RSAs for two executives:
- James Rolke (CEO): 208,076 shares.
- Chester S. Zygmont, III (CFO): 208,073 shares.
- Vesting Schedule: Awards vest in four equal 25% tranches based on the earlier of specific market capitalization milestones or time-based anniversaries:
- Tranche 1: $30 million market cap for 20 consecutive trading days OR 2nd anniversary of grant.
- Tranche 2: $60 million market cap for 20 consecutive trading days OR 2nd anniversary of grant.
- Tranche 3: $90 million market cap for 20 consecutive trading days OR 4th anniversary of grant.
- Tranche 4: $120 million market cap for 20 consecutive trading days OR 4th anniversary of grant.
- Accelerated Vesting: Awards vest immediately upon a Change in Control. Full vesting also occurs if service terminates due to death, termination without Cause, or resignation for Good Reason.
- Forfeiture: Unvested shares are forfeited upon termination for Cause, Disability, or Retirement.
Guidance, Outlook, and Risks
The filing does not provide specific financial guidance or outlook. However, the vesting conditions imply management's strategic focus on achieving specific market capitalization thresholds ($30M, $60M, $90M, and $120M) within the next four years. The primary risk to the executives is the forfeiture of unvested shares if they are terminated for Cause or retire.
Investor Verification Checklist
- Verify the current market capitalization of Revelation Biosciences, Inc. to assess the feasibility of the performance-based vesting milestones.
- Review the "Change in Control" definition in the 2021 Equity Incentive Plan to understand acceleration triggers.
- Confirm the number of shares outstanding as of the report date to calculate the exact share price required to meet the market cap targets.
- Examine the attached Exhibit 10.1 (Form of Restricted Stock Award Agreement) for specific individual terms not detailed in the summary.