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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): April 15, 2022 (January 10, 2022)

 

REVELATION BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware   001-39603   84-3898466
(State or Other Jurisdiction   (Commission File Number)   (IRS Employer
of Incorporation)       Identification No.)

 

4660 La Jolla Village Drive, Suite 100, San Diego, CA 92122

(Address of Principal Executive Offices) (Zip Code)

 

(650) 800-3717

(Registrant’s Telephone Number, Including Area Code)

 

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 (see General Instruction A.2. below):

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Units, each consisting of one share of common stock and one-half of one redeemable warrant   REVBU   The Nasdaq Stock Market LLC
Common stock, par value $0.001 per share   REVB   The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a share of common stock at an exercise price of $11.50 per share   REVBW   The Nasdaq Stock Market LLC

 

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. ☐

 

 

  

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Explanatory Note

 

This Amendment No. 1 to the Form 8-K (the “Form 8-K”) originally filed by Revelation Biosciences, Inc. (the “Company”) on January 14, 2022 is being filed solely for the purpose of amending the historical financial statements provided under Item 9.01(a) in the Form 8-K to include the audited financial statements of Revelation Biosciences Sub, Inc. (“Former Revelation”) as of December 31, 2021 and 2020 and for the period from May 4, 2020 (inception) to December 31, 2020 and the year ended December 31, 2021 and the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Former Revelation. This Amendment No. 1 does not amend any other item of the Form 8-K or purport to provide an update or a discussion of any developments at the Company subsequent to the filing date of the Form 8-K.

 

Capitalized terms used but not defined herein have the meanings assigned to them in the Form 8-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(a) Financial statements of business acquired.

 

The audited financial statements of Former Revelation as of December 31, 2021 and 2020 and for the period from May 4, 2020 (inception) to December 31, 2020 and the year ended December 31, 2021 are filed herewith as Exhibit 99.1.

 

Also included herewith as Exhibit 99.2 and incorporated by reference herein is the related Management’s Discussion and Analysis of Financial Condition and Results of Operations of Former Revelation.

 

(b) None.

 

(c) None.

 

(d) Exhibits.

 

Exhibit 
Number		   Description
99.1   Audited financial statements of Revelation Biosciences Sub, Inc. as of December 31, 2021 and 2020 and for the period from May 4, 2020 (inception) to December 31, 2020 and the year ended December 31, 2021
99.2   Management’s Discussion and Analysis of Financial Condition and Results of Operations of Revelation Biosciences Sub, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURE

 

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 hereunto duly authorized.

 

Dated: April 15, 2022

 

  REVELATION BIOSCIENCES, INC.
     
  By: /s/ Chester S. Zygmont, III
  Name:   Chester S. Zygmont, III
  Title: Chief Financial Officer

 

 

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