As filed with the U.S. Securities and Exchange Commission on February 9, 2023.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
REVELATION BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(Jurisdiction of incorporation or organization)
| 2834 | 84-3898466 | |
| (Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
4660 La Jolla Village Drive, Suite 100, San Diego, CA 92122
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
650-800-3717
(Registrant’s telephone number, including area code)
James Rolke
Chief Executive Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
650-800-3717
(Name, address and phone number of agent for service)
Copies of Communications to:
| J.P. Galda, Esq. | Robert F. Charron, Esq. | |
| J.P. Galda & Co. | Ellenoff Grossman & Schole LLP | |
| 40 East Montgomery Avenue LTW 220 | 1345 Avenue of the Americas | |
| Ardmore, Pennsylvania 19003 | New York, New York 10105 | |
| (215) 815-1534 | (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒. 333-268576
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | ||||
| 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 7(a)(2)(B) of the Securities Act. ☐
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Registration Statement is being filed by Revelation Biosciences, Inc. (the “Company”) pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $7,730,250 in additional (i) shares of the Company’s common stock, par value $0.001 per share (the “common stock”), (ii) pre-funded warrants to purchase shares of our common stock, (iii) warrants to purchase shares of our common stock (together with the pre-funded warrants, the “warrants”) and (iv) shares of common stock issuable upon exercise of the Warrants. The contents of the Registration Statement on Form S-1 (Registration No. 333-268576), as amended, including the exhibits and powers of attorney included therein (the “Prior Registration Statement”), which was declared effective by the Securities and Exchange Commission on February 9, 2023, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.
The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
ITEM 16. Exhibits.
The following documents are filed as part of this Registration Statement:
| * | Filed Herewith |
| (1) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s Registration Statement on Form S-1, as amended (File No. 333-268076). |
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, California, on February 9, 2023.
| Revelation Biosciences, Inc. | ||
| By: | James Rolke* | |
| James Rolke | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed, as of February 9, 2023, by the following persons in the capacities indicated below.
| BY: | James Rolke* | |
| Chief Executive Officer and Director | ||
| BY: | George Tidmarsh* | |
| Chairman and Director | ||
| BY: | /s/ Chester S. Zygmont, III | |
| Chief Financial Officer and Principal Accounting Officer | ||
| BY: | Jennifer Carver* | |
| Director | ||
| BY: | Jess Roper* | |
| Director | ||
| BY: | Curt LaBelle* | |
| Director |
| * | By: | /s/ Chester S. Zygmont III, Attorney-in Fact |
Exhibit 5.1
J.P. Galda & Co.
Attorneys-at-Law
40 East Montgomery Avenue, LTW 220
Ardmore, Pennsylvania 19003
Telephone: 215-815-1534
February 9, 2023
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
Ladies and Gentlemen:
| Re: | Registration on Form S-1 |
We refer to the Registration Statement on Form S-1 (Commission File No. 333-268576) filed by Revelation Biosciences, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) (as amended, the “Registration Statement”). The Registration Statement relates to the registration under the Securities Act of: (i) up to 1,898,469 shares of common stock, par value $0.001 per share (the “Common Stock”); (ii) up to 3,796,938 warrants (the “Class C Common Stock Warrants”), to be offered and sold at a combined public offering price with the Common Stock, which is immediately exercisable for one share of Common Stock and will expire five years from the date of issuance; (iii) up to 3,796,938 shares of Common Stock issuable upon exercise of the Class C Common Stock; and (iv) to any purchaser whose purchase of Common Stock in this offering would otherwise result in any such purchaser, together with its affiliates, beneficially owning more than 4.99% (or, at the election of such purchaser, 9.99%) of the outstanding Common Stock immediately following the consummation of this offering, the opportunity to purchase pre-funded warrants (the “Pre-Funded Warrants”) in lieu of shares of the Common Stock that would otherwise result in such purchaser’s beneficial ownership exceeding 4.99% (or, at the election of such purchaser, 9.99%) of the outstanding Common Stock, at the purchase price for each Pre-Funded Warrant will equal the per share public offering price for the Common Stock in this offering less the $0.0001 per share exercise price of each such Pre-Funded Warrant, which will be exercisable upon issuance and will not expire prior to exercise. The shares of Common Stock registered in the Registration Statement, including the shares of Common Stock underlying the Class C Common Stock Warrants and the Pre-Funded Warrants, are refereed to herein as the “Shares.”
This opinion letter is being delivered in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.
We have examined and relied upon copies of the Registration Statement, the exhibits thereto, including, the form of Class C Common Stock Warrant and the form of Pre-Funded Warrant. We have also examined and relied upon copies of the Company’s certificate of incorporation, as restated and amended, in effect on the date hereof (the “Certificate of Incorporation”), the Company’s bylaws, as amended, in effect on the date hereof (the “Bylaws”) and the resolutions adopted by the board of directors of the Company relating to the Registration Statement and the issuance of the Shares, the Class C Common Stock Warrants and the Pre-Funded Warrants by the Company (the “Resolutions”). We have also examined originals, or copies of originals certified to our satisfaction, of such agreements, documents, certificates and statements of the Company and other corporate documents and instruments, and have examined such questions of law, as we have considered relevant and necessary as a basis for this opinion letter. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all persons and the conformity with the original documents of any copies thereof submitted to us for examination. As to facts relevant to the opinions expressed herein, we have relied without independent investigation or verification upon, and assumed the accuracy and completeness of, certificates, letters and oral and written statements and representations of public officials and officers and other representatives of the Company.
Based on the foregoing, we are of the opinion that:
1. The Shares will be validly issued, fully paid and non-assessable when (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act; (ii) the Company’s board of directors or a duly authorized committee thereof shall have duly adopted final resolutions establishing the pricing and related financial terms of the Shares; and (iii) certificates representing the Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof, or, if any Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof.
2. The Class C Common Stock Warrants will constitute valid and binding obligations of the Company when (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act; (ii) the Company’s board of directors or a duly authorized committee thereof shall have duly adopted final resolutions establishing the pricing and related financial terms of such Class C Common Stock Warrants and the issuance and sale of the shares of Common Stock issuable upon exercise of such Class C Common Stock Warrants; and (iii) instruments representing such issue of Class C Common Stock Common Warrants shall have been duly executed, countersigned and issued and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof.
3. The Pre-Funded Warrants will constitute valid and binding obligations of the Company when (i) the Registration Statement, as finally amended, shall have been declared effective under the Securities Act; (ii) the Company’s board of directors or a duly authorized committee thereof shall have duly adopted final resolutions establishing the pricing and related financial terms of such Pre-Funded Warrants and the issuance and sale of the shares of Common Stock issuable upon exercise of such Pre-Funded Warrants; and (iii) instruments representing such issue of Pre-Funded Warrants shall have been duly executed, countersigned and issued and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the par value thereof.
Our opinions are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, fraudulent transfer and other similar laws relating to or affecting creditors’ rights generally and to general equitable principles (regardless of whether considered in a proceeding in equity or at law), including concepts of commercial reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief.
For purposes of this opinion letter, we have assumed that (i) at the time of the issuance, sale and delivery of any Shares, the Certificate of Incorporation, the Bylaws and the Resolutions will not have been modified or amended and will be in full force and effect, (ii) that the consideration paid for each of the Shares will not be less than the par value thereof and (iii) the Class C Common Stock Common Warrants and the Pre-Funded Warrants will each be in the form reviewed by us.
We express no opinion as to:
(i) the validity, binding effect or enforceability of any provision of the Warrants relating to choice of governing law;
(ii) the validity, binding effect or enforceability of any provision of the Warrants containing any purported waiver, release, variation, disclaimer, consent or other agreement of similar effect (all of the foregoing, collectively, a “Waiver”) by the Company under the Warrants to the extent limited by provisions of applicable law (including judicial decisions), or to the extent that such a Waiver applies to a right, claim, duty, defense or ground for discharge otherwise existing or occurring as a matter of law (including judicial decisions), except to the extent that such a Waiver is effective under, and is not prohibited by or void or invalid under provisions of applicable law (including judicial decisions); and
(iii) the validity, binding effect or enforceability of any provision of the Warrants relating to forum selection or submission to jurisdiction (including, without limitation, any waiver of any objection to venue in any court or of any objection that a court is an inconvenient forum).
Our opinion herein is expressed solely with respect to the General Corporation Law of the State of Delaware (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing) and is based on these laws as in effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any federal or other state law, rule or regulation relating to securities or to the sale or issuance thereof.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement. In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the United States Securities Act of 1933, as amended, or the rules and regulations of the SEC thereunder.
| /s/ Joseph P. Galda | |
| J.P. Galda |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement (No. 333-268576) and Prospectus on Form S-1/A of Revelation Biosciences, Inc. of our report (which expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s ability to continue as a going concern) dated April 15, 2022, relating to the financial statements of Revelation Biosciences Inc., as of and for the year ended December 31, 2021 appearing in this Registration Statement and Prospectus on Form S-1/A.
We also consent to the reference to our firm under the heading “Experts” in such Registration Statement and Prospectus.
/s/ Baker Tilly US, LLP
San Diego, CA
February 9, 2023
Exhibit 107
Calculation of Filing Fee Tables
FORM S-1
(Form Type)
Revelation Biosciences, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
| Security Type | Security Class Title | Fee
Calculation or Carry Forward Rule | Amount
Registered | Proposed
Maximum Offering Price Per Unit | Maximum
Aggregate Offering Price(1)(2) | Fee
Rate | Amount
of Registration Fee | Carry
Forward Form Type | Carry
Forward File Number | Carry
Forward Initial effective date | Filing
Fee Previously Paid In Connection with Unsold Securities to be Carried Forward | |||||||||||||||||||||||||||||||||
| Newly Registered Securities | ||||||||||||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common stock, par value $0.001 | 457(o) | $ | 2,576,750 | $ | 0.0001102 | $ | 283.96 | |||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Warrants to purchase shares of common stock(3) | 457(g) | — | — | $ | 0 | |||||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common stock issuable upon exercise of the warrants | 457(o) | $ | 5,153,500 | $ | 0.0001102 | $ | 567.92 | |||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Pre-funded warrants to purchase shares of common stock(4) | 457(g) | — | — | $ | 0 | |||||||||||||||||||||||||||||||||||||
| Fees to Be Paid | Equity | Common Stock issuable upon exercise of the pre-funded warrants(4) | 457(g) | — | — | $ | 0 | |||||||||||||||||||||||||||||||||||||
| Carry Forward Securities | ||||||||||||||||||||||||||||||||||||||||||||
| Carry Forward Securities | — | — | — | — | — | — | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||
| Total Offering Amounts | $ | 7,730,250 | $ | 851.88 | ||||||||||||||||||||||||||||||||||||||||
| Total Fees Previously Paid | — | |||||||||||||||||||||||||||||||||||||||||||
| Total Fee Offsets | — | |||||||||||||||||||||||||||||||||||||||||||
| Net Fee Due | $ | 851.88 | ||||||||||||||||||||||||||||||||||||||||||
| (1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $39,000,000 on a registration statement on Form S-1, as amended (File No. 333-268576), which was declared effective by the Securities and Exchange Commission on February 9, 2023. In accordance with Rule 462(b) under the Securities Act, an additional amount of securities having a proposed maximum aggregate offering price of $7,730,250 is hereby registered. |
| (2) | Pursuant to Rule 416, the securities being registered hereunder include such indeterminate number of additional securities as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions. |
| (3) | In accordance with Rule 457(g) under the Securities Act, because the shares of the common stock underlying the warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. |
| (4) | The proposed maximum aggregate offering price of the common stock will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded warrants sold in the offering, and the proposed maximum aggregate offering price of the pre-funded warrants to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any common stock sold in the offering. Accordingly, the proposed maximum aggregate offering price of the common stock and pre-funded warrants (including the common stock issuable upon exercise of the pre-funded warrants), if any, is $15,576,750. |