UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On January 3, 2025, Revelation Biosciences, Inc. (the “Company”) received a decision letter issued by the Nasdaq Hearings Panel granting the Company’s request to continue its listing on The Nasdaq Stock Market, subject to effecting a reverse stock split by January 31, 2025 and its stock trading at or above $1.00 for at least ten consecutive trading days by February 14, 2025. The Company intends to file a subsequent Form 8-K to disclose the details of the reverse stock split, including the final split ratio, effective date, and any other material information, once such details are determined by the Board of Directors.
Additionally, the Nasdaq Hearings Panel confirmed that the Company has regained compliance with the Stockholders’ Equity Requirement of Listing Rule 5550(b)(1) for which, as previously disclosed, the Company received a notice of delisting on August 14, 2024.
Item 8.01 Other Events.
On January 6, 2025, the Company issued a press release titled “Nasdaq Grants Revelation Biosciences Inc. Continued Listing.” A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 8.01 and in Exhibit 99.1 will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or into another filing under the Exchange Act, unless that filing expressly incorporates this information by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded with the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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REVELATION BIOSCIENCES, INC. |
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Date: |
January 7, 2025 |
By: |
/s/ Chester S. Zygmont, III |
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Chester S. Zygmont, III |