[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) This section provides the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the quarter ended March 31, 2023 [Condensed Consolidated Financial Statements (Unaudited)](index=3&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited financial statements for Q1 2023, highlighting a shift to net income, increased cash from a public offering, and ongoing going concern doubts [Condensed Consolidated Balance Sheets](index=3&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) The balance sheet shows a significant increase in cash and total assets, primarily driven by financing activities and a rise in stockholders' equity | | March 31, 2023 ($) | December 31, 2022 ($) | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | 17,702,818 | 5,252,979 | | Total current assets | 18,035,205 | 5,413,282 | | Total assets | 18,119,075 | 5,503,415 | | **Liabilities & Equity** | | | | Warrant Liability | 3,511,155 | 0 | | Total current liabilities | 8,101,429 | 4,450,962 | | Total stockholders' equity | 10,017,646 | 1,052,453 | [Condensed Consolidated Statements of Operations](index=4&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) The company reported a net income of $6.16 million in Q1 2023, a significant turnaround driven by a warrant liability gain and reduced operating expenses | Metric | Q1 2023 ($) | Q1 2022 ($) | | :--- | :--- | :--- | | Research and development | 525,273 | 3,680,280 | | General and administrative | 1,094,574 | 2,906,020 | | Loss from operations | (1,619,847) | (6,586,300) | | Change in fair value of warrant liability | 7,744,935 | 0 | | **Net income (loss)** | **6,159,195** | **(6,616,541)** | | Net earnings (loss) per share, basic | 2.79 | (15.90) | [Condensed Consolidated Statements of Changes in Stockholders' Equity (Deficit)](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)) Stockholders' equity significantly increased due to net income and equity issuances from the February 2023 Public Offering and warrant exercises - Key activities impacting stockholders' equity in Q1 2023 included the February 2023 Public Offering, exercise of Class C Pre-Funded and Common Stock Warrants, stock-based compensation expense, and the net income of **$6.16 million**[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flows show improved operating cash usage and a significant increase in cash from financing activities, primarily a $14.0 million public offering | Cash Flow Activity | Q1 2023 ($) | Q1 2022 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (1,575,154) | (4,830,066) | | Net cash provided by financing activities | 14,024,993 | 10,741,598 | | **Net increase in cash and cash equivalents** | **12,449,839** | **5,911,532** | | Cash and cash equivalents at end of period | 17,702,818 | 7,186,261 | - The company received net proceeds of **$14,029,974** from its February 2023 Public Offering[18](index=18&type=chunk) [Notes to the Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20the%20Condensed%20Consolidated%20Financial%20Statements) Key notes include a reverse stock split, a $14.0 million public offering, ongoing going concern doubts, and details on significant legal disputes - The company executed a **1-for-35 reverse stock split** on February 1, 2023, and increased its authorized common stock from 100 million to 500 million shares[25](index=25&type=chunk)[88](index=88&type=chunk) - Management has **substantial doubt** about the company's ability to continue as a going concern, as current cash is not expected to sustain operations for one year from the financial statement issuance date[27](index=27&type=chunk) - The company is involved in legal proceedings with LifeSci Capital LLC for approximately **$5.3 million** in disputed fees and with A-IR Clinical Research Ltd. for **£1.6 million** in disputed invoices[63](index=63&type=chunk)[65](index=65&type=chunk) - The Class C Common Stock Warrants issued in the February 2023 offering are accounted for as a liability, and the change in their fair value resulted in a **$7.7 million gain** recognized in the statement of operations[123](index=123&type=chunk)[126](index=126&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=22&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, liquidity, and operational focus, highlighting reduced operating expenses, a $14.0 million capital raise, and persistent going concern doubts - The company is a clinical-stage biopharmaceutical firm focused on developing therapeutics and diagnostics for the innate immune system and has not yet generated any revenue[132](index=132&type=chunk)[137](index=137&type=chunk) - Management has **substantial doubt** about the company's ability to continue as a going concern, as current cash is not anticipated to be sufficient to sustain operations for one year[134](index=134&type=chunk)[154](index=154&type=chunk) Operating Expenses | Expense Category | Q1 2023 ($) | Q1 2022 ($) | Change ($) | | :--- | :--- | :--- | :--- | | Research and development | 525,273 | 3,680,280 | (3,155,007) | | General and administrative | 1,094,574 | 2,906,020 | (1,811,446) | | **Total operating expenses** | **1,619,847** | **6,586,300** | **(4,966,453)** | - The decrease in R&D expenses was primarily due to a **$2.8 million reduction** in clinical study expenses for REVTx-99a. The decrease in G&A expenses was mainly due to lower financial advisory, legal, and D&O insurance costs[147](index=147&type=chunk)[148](index=148&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=28&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, detailed market risk disclosures are not required, with interest rate and foreign currency risks deemed immaterial - The company is a smaller reporting company and is not required to provide the information otherwise required under this item[178](index=178&type=chunk) - The company's exposure to interest rate risk and foreign currency risk is not considered material. A **10% change** in currency exchange rates would not have a material effect on financial results[167](index=167&type=chunk)[168](index=168&type=chunk) [Controls and Procedures](index=29&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Management concluded that the company's disclosure controls and procedures were effective as of March 31, 2023[179](index=179&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, internal controls[180](index=180&type=chunk) [PART II. OTHER INFORMATION](index=30&type=section&id=PART%20II.%20OTHER%20INFORMATION) This section covers legal proceedings, risk factors, equity sales, defaults, mine safety, and other disclosures [Legal Proceedings](index=30&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in two significant legal disputes concerning disputed fees and invoices, with outcomes currently indeterminable - LifeSci Capital LLC filed an action seeking damages of approximately **$2.7 million in cash** and **$2.6 million in equity** for unpaid banking and advisory fees. The company is disputing the amount[183](index=183&type=chunk) - A-IR Clinical Research Ltd. filed a claim for **£1.6 million** in unpaid invoices related to a viral challenge study, which the company is disputing on the basis of non-performance and misrepresentation[185](index=185&type=chunk) [Risk Factors](index=30&type=section&id=Item%201A.%20Risk%20Factors) No material changes have occurred regarding the risk factors previously disclosed in the company's Annual Report on Form 10-K - There have been no material changes from the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2022[186](index=186&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=30&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported during the period - This item is not applicable for the reporting period[187](index=187&type=chunk)[190](index=190&type=chunk) [Defaults Upon Senior Securities](index=30&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) No defaults upon senior securities were reported during the period - This item is not applicable for the reporting period[187](index=187&type=chunk) [Mine Safety Disclosures](index=30&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This section is not applicable as the company is not involved in mining operations - This item is not applicable[188](index=188&type=chunk) [Other Information](index=30&type=section&id=Item%205.%20Other%20Information) No other information was reported for the period - There is no other information to report[189](index=189&type=chunk) [Exhibits](index=31&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including officer certifications and XBRL financial data - The exhibits filed with this report include CEO and CFO certifications pursuant to Sarbanes-Oxley Act rules and XBRL interactive data files[192](index=192&type=chunk)

PART I [Business](index=13&type=section&id=Item%201.%20Business) Revelation Biosciences is a clinical-stage biopharmaceutical company developing therapeutics and diagnostics that modulate the innate immune system via TLR-4 stimulation [Overview and Pipeline](index=13&type=section&id=Overview%20and%20Pipeline) Revelation develops TLR-4 modulating therapeutics, with a pipeline focused on organ disease, infection prevention, vaccine adjuncts, and food allergies, while discontinuing prior programs - The company's therapeutic candidates are based on the active ingredient PHAD®, a synthetic version of MPLA, which stimulates TLR-4 to modulate the innate and adaptive immune response[75](index=75&type=chunk) Development Pipeline Status | Therapeutic Candidate | Indication | Discovery | Preclinical | Phase 1 | Phase 2 | Next Milestone | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | REVTx-300 | Acute/chronic kidney disease | ✔ | ✔ | | | Initiate Phase 1a* study | | REVTx-100 | Prevention of post surgical infection | ✔ | ✔ | | | Initiate Phase 1a* study | | REVTx-200 | Adjunct to IM vaccine | ✔ | ✔ | | | Readout from PEITHO nonclinical study | | REVTx-99b | Food allergies | ✔ | ✔ | | | Initiate non-clinical study | - The company discontinued clinical development of REVTx-99a for respiratory viral infections in June 2022 after a Phase 2b study did not meet its primary endpoint[95](index=95&type=chunk) - Development of REVTx-99b for chronic nasal congestion and allergic rhinitis was halted in July 2022 after a Phase 1b study met safety endpoints but not exploratory efficacy endpoints[96](index=96&type=chunk) - Development of the REVDx-501 diagnostic has been suspended to focus resources on therapeutic candidates[99](index=99&type=chunk)[176](index=176&type=chunk) [Key Therapeutic Programs](index=14&type=section&id=Key%20Therapeutic%20Programs) Key therapeutic programs leverage PHAD® for acute/chronic organ diseases, infection prevention, vaccine adjuncts, and food allergies, with Phase 1a studies for REVTx-300 and REVTx-100 planned for H2 2023 - In a nonclinical rat model for kidney disease, REVTx-300 demonstrated a statistically significant reduction in renal cortical fibrosis at doses of **0.3 mg/kg (44% reduction)** and **0.9 mg/kg (58% reduction)** compared to the vehicle-only group[77](index=77&type=chunk)[88](index=88&type=chunk) - The company plans to initiate a combined Phase 1a clinical study in healthy volunteers for both REVTx-300 and REVTx-100 in the second half of 2023 to evaluate safety and investigate biomarkers[82](index=82&type=chunk)[85](index=85&type=chunk)[146](index=146&type=chunk) - REVTx-100 is being developed under an exclusive worldwide license agreement with Vanderbilt University for treating or preventing infections, utilizing US patent 11,389,465[83](index=83&type=chunk)[187](index=187&type=chunk) - REVTx-200 is being developed as an intranasal therapy to be administered with traditional IM vaccines to potentially provide a more complete immunization by stimulating a mucosal immune response[86](index=86&type=chunk) [Manufacturing, IP, and Competition](index=27&type=section&id=Manufacturing%2C%20IP%2C%20and%20Competition) Revelation relies on third-party manufacturing, faces single-source supplier risk for PHAD®, holds several patent applications, and operates in an intensely competitive biopharmaceutical industry - The company does not own or operate manufacturing facilities and relies on third-party CMOs for production of its product candidates[184](index=184&type=chunk) - There is only one supplier for the active ingredient PHAD®, Avanti Polar Lipids, Inc., and the company does not have a long-term supply agreement in place, though it has purchased enough material for planned clinical studies[184](index=184&type=chunk) - As of March 21, 2023, the company's patent portfolio includes three U.S. provisional patent applications (for REVTx-300, REVTx-99b, and a new drug program) and three international PCT patent applications (two for REVTx-99b and one for REVDx-501)[197](index=197&type=chunk) - The company faces intense competition from multinational pharmaceutical companies and specialized biotechnology firms with greater financial, technical, and human resources[177](index=177&type=chunk)[183](index=183&type=chunk) [Government Regulation](index=31&type=section&id=Government%20Regulation) The company's products are subject to extensive FDA and international regulation, encompassing preclinical studies, clinical trials, manufacturing, marketing approval, and ongoing compliance with healthcare laws and reimbursement policies - Therapeutic product candidates must undergo a multi-phase approval process including preclinical studies, an Investigational New Drug (IND) application, and three phases of clinical trials to establish safety and efficacy before an NDA can be submitted to the FDA[210](index=210&type=chunk)[213](index=213&type=chunk)[215](index=215&type=chunk) - The diagnostic candidate, REVDx-501, is regulated as a medical device and is expected to be subject to review under a de novo clearance pathway, which can be more rigorous than the 510(k) process[228](index=228&type=chunk)[233](index=233&type=chunk) - The company's operations are subject to various U.S. healthcare laws, including the Anti-Kickback Statute, the False Claims Act, HIPAA for data privacy, and the Sunshine Act for transparency in payments to physicians[244](index=244&type=chunk)[245](index=245&type=chunk)[248](index=248&type=chunk)[252](index=252&type=chunk)[257](index=257&type=chunk) - Commercial success depends on securing coverage and adequate reimbursement from third-party payors like Medicare, Medicaid, and private insurers, which is a complex and uncertain process[260](index=260&type=chunk)[261](index=261&type=chunk)[262](index=262&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) The company faces substantial risks including limited operating history, net losses, going concern uncertainty, high development risks, reliance on third-party manufacturing, IP protection challenges, intense competition, commercialization hurdles, litigation, and regulatory changes - The company has a limited operating history, has incurred net losses since inception, and its financial statements raise substantial doubt about its ability to continue as a going concern without additional funding[315](index=315&type=chunk)[316](index=316&type=chunk)[318](index=318&type=chunk) - The business is highly dependent on the success of its Program Products, which are in early stages of development and face a high risk of failure in clinical trials[322](index=322&type=chunk)[332](index=332&type=chunk)[347](index=347&type=chunk) - Revelation relies on a single supplier, Avanti Polar Lipids, Inc., for PHAD®, the active pharmaceutical ingredient in its therapeutic candidates, and does not have a long-term supply agreement, posing a significant manufacturing risk[367](index=367&type=chunk) - The company faces litigation risks, including a lawsuit from LifeSci Capital LLC seeking approximately **$5.3 million** in unpaid fees related to the business combination, which could materially harm its financial condition if unsuccessful[203](index=203&type=chunk)[505](index=505&type=chunk) - The company has no experience in sales, marketing, or distribution and will need to build these capabilities or partner with third parties to commercialize any approved products, which is an expensive and uncertain process[441](index=441&type=chunk)[450](index=450&type=chunk) [Properties](index=84&type=section&id=Item%202.%20Properties) The company leases approximately **2,140 square feet** of laboratory space in San Diego, California, with the lease expiring December 31, 2023, and maintains corporate headquarters access in the same city - The company leases laboratory space at 11011 Torreyana Rd., Suite 102, San Diego, California, which is approximately **2,140 square feet**. The lease is set to expire on December 31, 2023[507](index=507&type=chunk) [Legal Proceedings](index=84&type=section&id=Item%203.%20Legal%20Proceedings) Revelation Biosciences is involved in three legal actions, including lawsuits from LifeSci Capital LLC for **$5.3 million**, A-IR Clinical Research Ltd. for **£1.6 million**, and Marwood Advisory Group, LLC for **$150,000**, all of which the company is disputing - LifeSci Capital LLC filed a lawsuit seeking approximately **$2.7 million** in cash and **$2.6 million** in equity for unpaid fees related to the Business Combination. The company is disputing the claim[508](index=508&type=chunk) - A-IR Clinical Research Ltd. filed a claim for **£1.6 million** in unpaid invoices for a viral challenge study, which the company is disputing due to alleged non-performance and misrepresentation[510](index=510&type=chunk) - Marwood Advisory Group, LLC filed an action for **$150,000** plus interest for a due diligence report related to a target considered by Petra prior to the Business Combination[512](index=512&type=chunk) PART II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=85&type=section&id=Item%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock and warrants trade on Nasdaq, with **78 stockholders** of record, no history of dividends, and a **$7.65 million** share repurchase in February 2022 - The company's common stock and warrants are traded on the Nasdaq Capital Market under the symbols "REVB" and "REVBW"[515](index=515&type=chunk) - The company has never paid dividends and does not plan to in the foreseeable future[517](index=517&type=chunk) Issuer Purchases of Equity Securities (FY 2022) | Period | Total number of shares purchased | Average price paid per share | | :--- | :--- | :--- | | February 2022 | 21,429 | $357.10 | | **Total** | **21,429** | **$357.10** | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=87&type=section&id=Item%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) For FY2022, the company reported a **$10.8 million** net loss, an accumulated deficit of **$25.3 million**, and **$5.3 million** in cash, with management expressing substantial doubt about its going concern ability due to insufficient funds [Results of Operations](index=89&type=section&id=Results%20of%20Operations) For FY2022, net loss decreased to **$10.8 million** from **$12.0 million** in 2021, driven by a **$1.5 million** reduction in R&D expenses, partially offset by a **$0.5 million** increase in G&A expenses Consolidated Statements of Operations Summary (in millions) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | Change | | :--- | :--- | :--- | :--- | | Research and development | $5.4 | $6.9 | ($1.5) | | General and administrative | $5.5 | $5.0 | $0.5 | | **Total operating expenses** | **$10.9** | **$12.0** | **($1.1)** | | **Net loss** | **($10.8)** | **($12.0)** | **$1.2** | - Research and development expenses decreased by **$1.5 million** year-over-year, primarily due to a **$1.3 million** decrease in diagnostic development expenses for REVDx-501 and a **$0.5 million** decrease in personnel expenses[542](index=542&type=chunk) - General and administrative expenses increased by **$0.5 million** year-over-year, mainly due to a **$1.4 million** increase in other expenses (primarily D&O insurance), offset by a **$0.7 million** decrease in personnel expenses and a **$0.3 million** decrease in professional fees[543](index=543&type=chunk) [Liquidity, Capital Resources, and Going Concern](index=91&type=section&id=Liquidity%2C%20Capital%20Resources%2C%20and%20Going%20Concern) As of December 31, 2022, the company had **$5.3 million** in cash and **$25.3 million** accumulated deficit, with management concluding substantial doubt about its going concern ability despite recent financing activities - The company had **$5.3 million** in cash and cash equivalents as of December 31, 2022[546](index=546&type=chunk) - Management explicitly states that current cash is not sufficient to sustain operations for one year from the financial statement issuance date, which raises substantial doubt about the company's ability to continue as a going concern[550](index=550&type=chunk)[551](index=551&type=chunk) Cash Flow Summary (in millions) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Net cash used in operating activities | ($11.2) | ($11.1) | | Net cash used in investing activities | $0.0 | ($0.1) | | Net cash provided by financing activities | $15.2 | $8.0 | - Net cash from financing activities in 2022 was **$15.2 million**, primarily from the Business Combination, a PIPE investment, and the July 2022 Public Offering[558](index=558&type=chunk)[559](index=559&type=chunk) [Financial Statements and Supplementary Data](index=96&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the audited consolidated financial statements for FY2022 and FY2021, including the auditor's report from Baker Tilly US, LLP, which highlights a "Going Concern Uncertainty" [Report of Independent Registered Public Accounting Firm](index=116&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) Baker Tilly US, LLP issued an opinion on the fair presentation of financial statements, including a "Going Concern Uncertainty" paragraph due to recurring losses and lack of revenue - The auditor's report explicitly includes a "Going Concern Uncertainty" paragraph, citing recurring operating losses and lack of revenue as conditions that raise substantial doubt about the company's ability to continue as a going concern[676](index=676&type=chunk) [Consolidated Financial Statements](index=117&type=section&id=Consolidated%20Financial%20Statements) As of December 31, 2022, the company reported **$5.5 million** in total assets, **$4.5 million** in total liabilities, **$1.1 million** in stockholders' equity, and a **$10.8 million** net loss for the year Consolidated Balance Sheet Data (in millions) | | Dec 31, 2022 | Dec 31, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $5.3 | $1.3 | | Total Assets | $5.5 | $2.0 | | Total Liabilities | $4.5 | $2.1 | | Total Stockholders' Equity (Deficit) | $1.1 | ($0.1) | Consolidated Statement of Operations Data (in millions) | | Year Ended Dec 31, 2022 | Year Ended Dec 31, 2021 | | :--- | :--- | :--- | | Total operating expenses | $10.9 | $12.0 | | Net loss | ($10.8) | ($12.0) | | Net loss per share | ($20.09) | ($42.50) | [Notes to Consolidated Financial Statements](index=121&type=section&id=Notes%20to%20Consolidated%20Financial%20Statements) The notes detail accounting policies, the January 2022 reverse recapitalization, the February 2023 1-for-35 reverse stock split, going concern uncertainty, litigation, significant financing activities, and substantial net operating loss carryforwards - A **1-for-35 reverse stock split** was effected on February 1, 2023, and the number of authorized shares of common stock was increased from **100 million to 500 million**[698](index=698&type=chunk)[776](index=776&type=chunk) - Subsequent to year-end, in February 2023, the company closed a public offering with gross proceeds of approximately **$15.6 million**, which allowed it to regain compliance with Nasdaq listing requirements[827](index=827&type=chunk)[830](index=830&type=chunk) - As of December 31, 2022, the company had federal and state net operating loss carryforwards of **$18.2 million** and **$24.5 million**, respectively, which may be subject to limitation under IRC Section 382[815](index=815&type=chunk) [Controls and Procedures](index=96&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures and internal control over financial reporting were effective as of December 31, 2022, based on the COSO 2013 framework - Management concluded that the company's disclosure controls and procedures were effective as of December 31, 2022[577](index=577&type=chunk) - Management concluded that the company's internal control over financial reporting was effective as of December 31, 2022[581](index=581&type=chunk) PART III [Directors, Executive Officers and Corporate Governance](index=99&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes key executives and a classified Board of Directors with Audit, Compensation, and Nominating and Governance committees, operating under a Code of Ethics compliant with Nasdaq rules Key Executive Officers and Directors | Name | Position | | :--- | :--- | | George Tidmarsh, M.D., Ph.D. | Chairman and Director | | James Rolke | Director and Chief Executive Officer | | Chester S. Zygmont, III | Chief Financial Officer | - The Board of Directors is classified into three classes with staggered three-year terms, which may delay or prevent a change in control[596](index=596&type=chunk)[600](index=600&type=chunk) - The board has three standing committees: Audit, Nominating and Governance, and Compensation, each with independent directors as required by Nasdaq rules[606](index=606&type=chunk)[607](index=607&type=chunk)[609](index=609&type=chunk)[612](index=612&type=chunk) [Executive Officer and Director Compensation](index=104&type=section&id=Item%2011.%20Executive%20Officer%20and%20Director%20Compensation) In 2022, CEO James Rolke received **$479,591** total compensation and CFO Chester S. Zygmont, III received **$339,138**, while non-employee directors received no cash or equity compensation 2022 Executive Compensation Summary | Name and Position | Year | Salary ($) | Option based awards ($) | Total compensation ($) | | :--- | :--- | :--- | :--- | :--- | | James Rolke, CEO | 2022 | 400,000 | 79,591 | 479,591 | | Chester S. Zygmont, III, CFO | 2022 | 320,000 | 19,138 | 339,138 | - CEO James Rolke has an annual base salary of **$400,000** and a target bonus of **40%**. CFO Chester S. Zygmont, III has an annual base salary of **$320,000** and a target bonus of **35%**[618](index=618&type=chunk) - Non-employee directors did not receive any cash or equity compensation for their board service during the fiscal year ended December 31, 2022[628](index=628&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=106&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of March 21, 2023, with **4,511,839** shares outstanding, directors and executive officers as a group beneficially owned approximately **2.3%** of common stock, with Chairman George Tidmarsh holding **1.3%** Beneficial Ownership of Directors and Officers (as of March 21, 2023) | Name | Shares Beneficially Owned | Percentage of Ownership | | :--- | :--- | :--- | | James Rolke (CEO) | 21,321 | * | | George Tidmarsh M.D., Ph.D. (Chairman) | 58,097 | 1.3% | | Chester S. Zygmont, III (CFO) | 20,048 | * | | **All Directors and Officers as a Group (6 individuals)** | **104,473** | **2.3%** | [Certain Relationships and Related Transactions, and Director Independence](index=109&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company engaged in related party transactions including Backstop Agreements and a Series A Preferred Stock sale to CEO James Rolke for **$5,000**, and the board determined all directors except the CEO are independent under Nasdaq rules - In connection with the Business Combination, the company entered into Backstop Agreements with several investors, including Chairman Dr. George Tidmarsh, to purchase shares in the event of significant redemptions[636](index=636&type=chunk) - In December 2022, the company sold one share of Series A Preferred Stock with **50,000,000 votes** to CEO James Rolke for **$5,000**. This was done to secure approval for a reverse stock split and was automatically redeemed in January 2023 after the vote[641](index=641&type=chunk)[642](index=642&type=chunk)[644](index=644&type=chunk) - The Board of Directors has determined that all directors are independent under Nasdaq listing rules, with the exception of CEO James Rolke[650](index=650&type=chunk) [Principal Accountant Fees and Services](index=111&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Baker Tilly US, LLP served as the independent auditor, with total fees of **$290,502** in 2022 and **$294,395** in 2021, and all services were pre-approved by the Board or Audit Committee Accountant Fees (Baker Tilly US, LLP) | Fee Category | 2022 | 2021 | | :--- | :--- | :--- | | Audit Fees | $144,730 | $147,567 | | Tax Fees | $19,756 | $38,869 | | Other Fees | $126,016 | $107,959 | | **Total** | **$290,502** | **$294,395** | PART IV [Exhibits, Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all exhibits filed with the Annual Report on Form 10-K, including corporate documents, merger agreements, financing agreements, and executive contracts - The exhibits include foundational corporate documents, agreements related to the Business Combination, securities purchase agreements from recent financings, and executive employment contracts[655](index=655&type=chunk)

Financial Performance - Revelation Biosciences has incurred a net loss of $1.8 million and $8.5 million for the three and six months ended June 30, 2022, respectively, compared to $2.5 million and $5.1 million for the same periods in 2021 [121]. - The accumulated deficit as of June 30, 2022, was $23.0 million, indicating ongoing financial challenges [121]. - The total loss from operations for the six months ended June 30, 2022, was $8.4 million, reflecting increased expenditures in research and development [132]. - The company incurred a net loss of $8.5 million for the six months ended June 30, 2022, with an accumulated deficit of $23.0 million as of the same date [143]. - The company expects to continue generating substantial operating losses as it expands research and development activities [141]. Funding and Cash Flow - The company has raised net proceeds of $25.5 million since its inception in May 2020, but its current cash and cash equivalents will not be sufficient to sustain operations within one year [119]. - The company plans to seek additional funding through public or private equity or debt financings to support its operations and product development [120]. - Net cash used in operating activities was $8.5 million for the six months ended June 30, 2022, compared to $6.0 million for the same period in 2021 [147]. - The company raised net proceeds of $25.5 million from the issuance and sale of common stock, preferred stock, and warrants since inception, with $11.6 million received during the six months ended June 30, 2022 [139]. - The net cash provided by financing activities was $10.7 million for the six months ended June 30, 2022, compared to $8.0 million for the same period in 2021 [151]. Research and Development - Research and development expenses increased by $1.9 million, from $2.7 million for the six months ended June 30, 2021, to $4.7 million for the same period in 2022 [134]. - Research and development expenses for the three months ended June 30, 2022, were $1.2 million, a decrease from $1.0 million for the same period in 2021 [133]. - The company has not generated revenue and does not expect to do so until successful completion and regulatory approval of its product candidates, which may take several years [143]. - Revelation Biosciences is focused on developing immune system therapeutics and diagnostics, with current product candidates targeting allergies and viral infections [117]. Operating Expenses - Total operating expenses for the six months ended June 30, 2022, were $8.4 million, compared to $5.0 million for the same period in 2021 [132]. - General and administrative expenses decreased by $0.4 million, from $1.3 million for the three months ended June 30, 2021 to $0.9 million for the three months ended June 30, 2022 [135]. - For the six months ended June 30, 2022, general and administrative expenses increased by $1.5 million, totaling $3.8 million compared to $2.3 million for the same period in 2021 [136]. Financial Position and Obligations - As of June 30, 2022, the company had available cash and cash equivalents of $3.5 million and an accumulated deficit of $23.0 million [139]. - Total contractual obligations as of June 30, 2022, amounted to $332,099, primarily related to operating lease obligations and a Premium Finance Agreement for D&O Insurance [153]. Risk Management - The company is exposed to market risks in the ordinary course of business, highlighting the need for ongoing risk assessment [156]. - A 10% increase or decrease in currency exchange rates would not have a material effect on the company's financial results, indicating a level of resilience to foreign currency risk [159]. - The company has not had a formal hedging program for foreign currency but may consider implementing one in the future, reflecting a proactive approach to managing currency risk [158]. - Cash and cash equivalents are primarily in highly liquid investments with original maturities of 90 days or less, minimizing interest rate risk exposure [157]. Accounting and Valuation - The fair value of common stock is determined based on various factors including third-party valuations, operating results, and market conditions, especially in the biotechnology industry [164]. - The company recognizes stock-based compensation expenses using the Black-Scholes option-pricing model, which incorporates various inputs such as expected volatility and risk-free rates [162]. - Management regularly evaluates estimates and assumptions related to financial statements, which could lead to material differences in actual results [160]. - Recent accounting pronouncements may impact the company's financial condition, with ongoing assessments being conducted [165]. - The company has not experienced significant changes in estimates of clinical study accruals, suggesting stable management of research and development expenditures [161].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39603 REVELATION BIOSCIENCES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 84-3898466 ( State or other ju ...

Part I [Business](index=10&type=section&id=Item%201.%20Business) Revelation Biosciences, Inc. is a clinical-stage biopharmaceutical company developing innate immune system therapeutics and diagnostics, with a pipeline including REVTx-99a, REVTx-99b, REVTx-200, and REVDx-501, following its January 2022 business combination with Petra Acquisition, Inc. - The company is a clinical-stage biopharmaceutical firm focused on innate immune system therapeutics and diagnostics[39](index=39&type=chunk) - On January 10, 2022, the company consummated a business combination with Petra Acquisition, Inc., a former blank check company, and changed its name to Revelation Biosciences, Inc[11](index=11&type=chunk)[41](index=41&type=chunk) Product Pipeline Overview | Product Candidate | Indication | Development Stage | | :--- | :--- | :--- | | **REVTx-99a** | Prevention/treatment of respiratory viral infections | Phase 2b (Primary endpoint not met) | | **REVTx-99b** | Prevention/treatment of chronic nasal congestion and allergic rhinitis | Phase 1b | | **REVTx-200** | Intranasal adjunct to intramuscular vaccines | Nonclinical | | **REVDx-501** | Rapid diagnostic for respiratory viral infections | Development | [Our Programs](index=17&type=section&id=Item%201.%20Business-Our%20Programs) The company's programs leverage PHAD to stimulate the innate immune system, with REVTx-99a failing its Phase 2b endpoint, REVTx-99b in Phase 1b for allergic rhinitis, REVTx-200 as a nonclinical vaccine adjunct, and REVDx-501 as a rapid diagnostic - The therapeutic platform is based on the active ingredient PHAD, a synthetic molecule that mimics lipopolysaccharide (LPS) to activate the Toll-like receptor 4 (TLR4) pathway, stimulating an innate immune response[44](index=44&type=chunk)[45](index=45&type=chunk) - The Phase 2b study for REVTx-99a in preventing influenza infection did not meet its primary endpoint of statistically significant viral load reduction[48](index=48&type=chunk)[86](index=86&type=chunk)[106](index=106&type=chunk) - REVTx-99b is in a Phase 1b allergen challenge study for chronic nasal congestion and allergic rhinitis, with top-line data expected in the second half of 2022[52](index=52&type=chunk)[109](index=109&type=chunk)[121](index=121&type=chunk) REVDx-501 Preliminary Correlation with PCR for SARS-CoV-2 | PCR vs. REVDx-501 Test Kit | PCR POSITIVE | PCR NEGATIVE | | :--- | :--- | :--- | | **Test Kit POSITIVE** | 37 | 21 | | **Test Kit NEGATIVE** | 0 | 132 | | **TOTAL SAMPLES** | 37 | 153 | [Competition](index=30&type=section&id=Item%201.%20Business-Competition) Operating in a highly competitive biopharmaceutical industry, the company faces strong competition for its REVTx-99a, REVTx-99b, and REVDx-501 programs from established players with greater resources - The biopharmaceutical industry is intensely competitive and subject to rapid innovation, with key competitive factors including efficacy, safety, convenience, price, and reimbursement[141](index=141&type=chunk) - Competitors for REVTx-99a include Regeneron, Eli Lily, and Gilead; for REVTx-99b include Benadryl and Claritin; and for REVDx-501 include Quest Diagnostics, Abbott Laboratories, and Ellume Limited[142](index=142&type=chunk)[143](index=143&type=chunk)[144](index=144&type=chunk) [Manufacturing and Intellectual Property](index=31&type=section&id=Item%201.%20Business-Manufacturing%20and%20Intellectual%20Property) The company relies on third-party contract manufacturers and a single supplier for its key ingredient PHAD, while protecting its technology through six U.S. provisional and two international patent applications as of April 2022 - The company relies on third parties for manufacturing and has a single supplier, Avanti Polar Lipids, Inc., for its key active pharmaceutical ingredient (PHAD), with whom it does not have a long-term supply agreement[146](index=146&type=chunk) - As of April 13, 2022, the company's patent portfolio includes six U.S. provisional patent applications and two international (PCT) patent applications for its various programs[154](index=154&type=chunk) [Government Regulation](index=32&type=section&id=Item%201.%20Business-Government%20Regulation) The company's products are subject to extensive FDA regulation, requiring multi-phase clinical trials and NDA submission for therapeutics, de novo clearance for diagnostics, and ongoing compliance with cGMP and healthcare laws like the Anti-Kickback Statute and HIPAA - Therapeutic product candidates must undergo a multi-step approval process including preclinical studies, an Investigational New Drug (IND) application, and three phases of clinical trials before submitting a New Drug Application (NDA) to the FDA[160](index=160&type=chunk)[161](index=161&type=chunk)[166](index=166&type=chunk) - The REVDx-501 in vitro diagnostic test is regulated as a medical device and is expected to be subject to review under a de novo clearance pathway, which is for novel devices without a marketed predicate[176](index=176&type=chunk)[180](index=180&type=chunk) - The company's operations are subject to numerous other healthcare laws, including the federal Anti-Kickback Statute, the False Claims Act (FCA), and the Health Insurance Portability and Accountability Act (HIPAA)[191](index=191&type=chunk)[192](index=192&type=chunk)[196](index=196&type=chunk) [Risk Factors](index=50&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks including limited operating history, no approved products, persistent net losses, high clinical development uncertainty (exacerbated by REVTx-99a's failure), reliance on single-source third-party manufacturing, intellectual property protection challenges, intense competition, and complex regulatory compliance - The company has a limited operating history, no products approved for sale, and has incurred net losses since its inception in May 2020, with an accumulated deficit of **$14.5 million** as of December 31, 2021[256](index=256&type=chunk)[257](index=257&type=chunk)[258](index=258&type=chunk) - Clinical development is lengthy, expensive, and uncertain, with the primary endpoint of the Phase 2b study for the lead candidate, REVTx-99a, not meeting statistical significance, representing a significant setback[267](index=267&type=chunk) - The company relies on a single supplier, Avanti Polar Lipids, Inc., for PHAD, the active pharmaceutical ingredient in its therapeutic candidates, and does not have a long-term supply agreement[301](index=301&type=chunk) - The company faces risks from the COVID-19 pandemic, which could cause delays in patient enrollment, clinical site initiation, and supply chain disruptions for its clinical studies[295](index=295&type=chunk) [Unresolved Staff Comments](index=88&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) Not applicable [Properties](index=88&type=section&id=Item%202.%20Properties) The company leases approximately 2,140 square feet of laboratory space in San Diego, California, with the lease expiring on December 31, 2022 - The company leases **2,140 sq. ft.** of lab space in San Diego, CA, with the lease expiring at the end of 2022[422](index=422&type=chunk) [Legal Proceedings](index=88&type=section&id=Item%203.%20Legal%20Proceedings) On February 18, 2022, LifeSci Capital LLC filed a lawsuit against the company seeking approximately **$2.7 million** in cash and **$2.6 million** in equity for unpaid banking and advisory fees related to pre-merger contracts, which the company is disputing - LifeSci Capital LLC filed a lawsuit seeking damages of approximately **$2.7 million** in cash and **$2.6 million** in equity for unpaid fees from pre-merger contracts[423](index=423&type=chunk) [Mine Safety Disclosures](index=88&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) Not applicable Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=89&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Following the business combination on January 10, 2022, the company's common stock and warrants are listed on Nasdaq under the symbols "REVB" and "REVBW", and the company has not paid any cash dividends to date nor intends to in the foreseeable future - The company's common stock and warrants are listed on Nasdaq under the ticker symbols "REVB" and "REVBW", respectively[427](index=427&type=chunk) - The company has never paid cash dividends and does not intend to in the foreseeable future, planning to reinvest any earnings into its programs[429](index=429&type=chunk) [Reserved](index=89&type=section&id=Item%206.%20%5BReserved%5D) Not applicable [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=89&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the financial results of Petra Acquisition, Inc., the predecessor blank check company, for the years ended December 31, 2021 and 2020, showing a net loss of **$2.1 million** in 2021 primarily from operating costs and a change in warrant liability value, with liquidity sourced from its IPO, private warrant sales, and promissory notes - All financial activity through December 31, 2021, relates to the formation, IPO, and business combination search of the predecessor company, Petra Acquisition, Inc[435](index=435&type=chunk) Results of Operations (Pre-Merger) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | **Net Loss** | ($2,130,625) | ($1,630,500) | | **Operating Costs** | $3,088,248 | $145,492 | | **Change in Fair Value of Warrant Liability** | $1,009,620 (gain) | ($1,494,092) (loss) | - As of December 31, 2021, the company had **$78,532** in cash and cash equivalents outside of the trust account, and **$48.3 million** held in the Trust Account[449](index=449&type=chunk)[451](index=451&type=chunk) - In October 2021, the company entered into promissory notes for up to **$750,000** to fund contributions to the trust account to extend the deadline for completing a business combination[446](index=446&type=chunk)[456](index=456&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=93&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, Revelation Biosciences, Inc. is not required to provide this information - The company is a smaller reporting company and is not required to provide the information under this item[462](index=462&type=chunk) [Financial Statements and Supplementary Data](index=93&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section contains the audited financial statements for the predecessor company, Petra Acquisition, Inc., for the years ended December 31, 2021 and 2020, showing a net loss of **$2.1 million** for 2021 and an accumulated deficit of **$7.8 million**, with key balance sheet items including **$48.3 million** in cash held in the Trust Account and a warrant liability of **$2.4 million** Key Balance Sheet Data (as of Dec 31, 2021) | Account | Amount | | :--- | :--- | | Cash and cash equivalents | $78,532 | | Cash held in Trust Account | $48,302,521 | | Total Assets | $48,385,887 | | Warrant liability | $2,390,258 | | Total Liabilities | $8,397,377 | | Common stock subject to possible redemption | $47,811,164 | | Total stockholder's deficit | ($7,822,654) | - The business combination on January 10, 2022, will be accounted for as a reverse recapitalization, with Old Revelation treated as the accounting acquirer[604](index=604&type=chunk)[692](index=692&type=chunk) - Subsequent to year-end, in January 2022, the company raised approximately **$7.76 million** in gross proceeds from a PIPE investment[696](index=696&type=chunk)[697](index=697&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=93&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) None [Controls and Procedures](index=94&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that as of December 31, 2021, the company's disclosure controls and procedures were not effective due to a material weakness in internal control over financial reporting - Management concluded that disclosure controls and procedures were not effective as of December 31, 2021, due to a material weakness in internal control over financial reporting[466](index=466&type=chunk) [Other Information](index=95&type=section&id=Item%209B.%20Other%20Information) None Part III [Directors, Executive Officers and Corporate Governance](index=96&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section provides information on the company's leadership team, including Chairman George Tidmarsh, M.D., Ph.D., and CEO James Rolke, detailing the board's staggered classes and its established Audit, Compensation, and Nominating and Governance committees, along with the adopted Code of Ethics - The company's board is classified into three classes with staggered three-year terms, which may delay or prevent a change in control[490](index=490&type=chunk)[491](index=491&type=chunk) - The board has three standing committees: Audit, Nominating and Governance, and Compensation, each with a written charter and composed of independent directors as required by Nasdaq[497](index=497&type=chunk)[498](index=498&type=chunk)[500](index=500&type=chunk)[501](index=501&type=chunk) [Executive Compensation](index=101&type=section&id=Item%2011.%20Executive%20Compensation) The company's executive compensation for its named executive officers, CEO James Rolke and CFO Chester S. Zygmont, III, consists of base salary, performance bonuses, and equity awards, with Mr. Rolke's total compensation at **$618,443** and Mr. Zygmont's at **$403,020** in 2021, while non-employee directors received **$74,996** each 2021 Executive Compensation Summary | Name and Position | Salary ($) | Bonus ($) | Stock Awards ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | | **James Rolke**, CEO | 400,000 | 66,630 | 151,813 | 618,443 | | **Chester S. Zygmont, III**, CFO | 320,000 | 46,641 | 36,379 | 403,020 | - Executive Employment Agreements provide for annual base salaries of **$400,000** for the CEO and **$320,000** for the CFO, with target annual bonuses of 40% and 35% of base salary, respectively[509](index=509&type=chunk) - Each non-employee director received **$25,000** in cash fees and **$49,996** in stock-based awards for their service in 2021[520](index=520&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=106&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) As of April 13, 2022, the company's directors and executive officers as a group beneficially owned **24.3%** of the outstanding common stock, with major beneficial owners including George F. Tidmarsh (**13.9%**), AXA IM Prime Impact Fund (**13.0%**), Petra Investment Holdings, LLC (**11.7%**), Armistice Capital Master Fund Ltd. (**8.6%**), LifeSci Venture Partners II, LP & Affiliates (**6.9%**), and Monashee Solitario Fund LP (**6.1%**) Beneficial Ownership as of April 13, 2022 | Holder | Percentage Ownership | | :--- | :--- | | **Directors and Officers as a Group (6 individuals)** | 24.3% | | George F. Tidmarsh M.D., Ph.D (Chairman) | 13.9% | | AXA IM Prime Impact Fund | 13.0% | | Petra Investment Holdings, LLC (Sponsor) | 11.7% | | Armistice Capital Master Fund Ltd. | 8.6% | | LifeSci Venture Partners II, LP & Affiliates | 6.9% | | Monashee Solitario Fund LP | 6.1% | [Certain Relationships and Related Transactions, and Director Independence](index=108&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) This section details related party transactions primarily involving the predecessor company, Petra Acquisition, Inc., and its sponsor, Petra Investment Holdings, LLC, including the initial sale of Founder Shares, private placement of warrants, and loans for offering expenses, as well as Backstop Agreements and a Forward Share Purchase Agreement to support the business combination, with the board determining all directors except CEO James Rolke are independent - Petra's sponsor, Petra Investment Holdings, LLC, purchased Founder Shares and **3.2 million** Private Warrants, and provided initial loans for IPO expenses[527](index=527&type=chunk)[531](index=531&type=chunk)[532](index=532&type=chunk) - To facilitate the business combination, the company entered into Backstop Agreements with investors to purchase up to **$4.5 million** of common stock to offset redemptions[544](index=544&type=chunk) - A Forward Share Purchase Agreement was made with Meteora Capital Partners, committing them to hold at least **750,000 shares** through the business combination closing, with an option for the company to repurchase them post-closing[546](index=546&type=chunk)[547](index=547&type=chunk) - The board of directors has determined that all directors are independent under Nasdaq rules, with the exception of CEO James Rolke[556](index=556&type=chunk) [Principal Accounting Fees and Services](index=114&type=section&id=Item%2014.%20Principal%20Accounting%20Fees%20and%20Services) This section summarizes the fees paid to the independent registered public accounting firm, dbbmckennon, with aggregate audit fees of **$60,440** and **$72,969** for the fiscal years ended December 31, 2021 and 2020, respectively, and no fees for audit-related, tax, or other services in either period Fees Paid to dbbmckennon | Fee Category | 2021 | 2020 | | :--- | :--- | :--- | | **Audit Fees** | $60,440 | $72,969 | | **Audit-Related Fees** | $0 | $0 | | **Tax Fees** | $0 | $0 | | **All Other Fees** | $0 | $0 | Part IV [Exhibits, Financial Statement Schedules](index=115&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists the exhibits filed as part of the Annual Report on Form 10-K, including the Agreement and Plan of Merger, corporate governance documents, warrant agreements, material contracts, and certifications [Form 10-K Summary](index=116&type=section&id=Item%2016.%20Form%2010-K%20Summary) Not applicable

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=4&type=section&id=ITEM%201.%20Financial%20Statements) The company presents its unaudited condensed financial statements and notes for the period ending September 30, 2021 [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet shows a slight decrease in total assets and an increase in liabilities, resulting in a larger stockholder's deficit Condensed Balance Sheet Highlights (Unaudited) | | September 30, 2021 | December 31, 2020 (As Restated) | | :--- | :--- | :--- | | **Assets** | | | | Cash held in Trust Account | $73,516,414 | $73,510,915 | | Total assets | $73,555,497 | $74,162,206 | | **Liabilities & Stockholder's Deficit** | | | | Warrant liability | $2,143,416 | $3,399,878 | | Total liabilities | $6,648,789 | $6,344,910 | | Common stock subject to possible redemption | $73,509,325 | $73,509,325 | | Total stockholder's deficit | $(6,602,617) | $(5,692,029) | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The company reports a net loss for the third quarter and nine-month period, driven by general and administrative expenses Condensed Statements of Operations Highlights (Unaudited) | | Three Months Ended Sep 30, 2021 | Nine Months Ended Sep 30, 2021 | | :--- | :--- | :--- | | General and administrative expenses | $844,531 | $2,155,418 | | Loss from operations | $(844,531) | $(2,155,418) | | Change in fair value of warrant liability | $85,040 | $1,256,462 | | **Net loss** | **$(757,638)** | **$(910,588)** | | Basic and diluted net loss per common share | $(0.42) | $(0.50) | [Condensed Statements of Changes in Stockholders' Deficit](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Deficit) The stockholder's deficit increased during the nine-month period primarily due to the net loss incurred - The total stockholder's deficit grew from **$(5,692,029)** at the beginning of the year to **$(6,602,617)** by the end of Q3 2021, driven by the cumulative net loss for the period[15](index=15&type=chunk) [Condensed Statements of Cash Flows](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows) The company experienced a net cash outflow from operations, partially offset by cash provided from investing activities Cash Flow Summary for Nine Months Ended September 30, 2021 (Unaudited) | Cash Flow Activity | Amount | | :--- | :--- | | Net cash used in operating activities | $(499,916) | | Net cash used in investing activities | $488,182 | | Net change in cash | $(11,734) | [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes detail the company's SPAC status, a pending merger, and the accounting treatment for warrant liabilities - The company is a special purpose acquisition company (SPAC) formed to enter into a business combination, with all activity to date relating to its formation, IPO, and search for a target[21](index=21&type=chunk)[22](index=22&type=chunk) - On August 29, 2021, the company entered into an Agreement and Plan of Merger with Revelation Biosciences, Inc, which will be treated as a **reverse recapitalization** upon closing[73](index=73&type=chunk)[74](index=74&type=chunk) - The company classifies its Private Warrants as a derivative liability, re-measured to fair value each period, resulting in a **gain of $1,256,462** for the nine months ended September 30, 2021[47](index=47&type=chunk)[64](index=64&type=chunk)[87](index=87&type=chunk) - Subsequent to the quarter end, stockholders approved an amendment to **extend the business combination deadline** from October 13, 2021, to November 13, 2021[91](index=91&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=20&type=section&id=ITEM%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's SPAC operations, results driven by administrative costs, and liquidity from IPO proceeds - The company's activities are limited to its formation, IPO, and identifying a target, with a **definitive merger agreement signed** with Revelation Biosciences, Inc[96](index=96&type=chunk)[97](index=97&type=chunk)[99](index=99&type=chunk) Results of Operations Summary | Period | Net Loss | Key Drivers | | :--- | :--- | :--- | | Three months ended Sep 30, 2021 | $757,638 | G&A expenses of $844,531, offset by a $85,040 gain on warrant liability fair value | | Nine months ended Sep 30, 2021 | $910,588 | G&A expenses of $2,155,418, offset by a $1,256,462 gain on warrant liability fair value | - As of September 30, 2021, the company had **$73,514,561 held in its Trust Account** intended for acquiring a target business[107](index=107&type=chunk)[108](index=108&type=chunk) - The company has no off-balance sheet arrangements, with its primary contractual obligation being a **deferred underwriting fee** payable upon a Business Combination[112](index=112&type=chunk)[113](index=113&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=24&type=section&id=ITEM%203.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company reports no material market or interest rate risk due to its investment strategy for funds held in trust - The company's exposure to market and interest rate risk is considered **immaterial** as Trust Account funds are invested in short-term U.S. government treasury securities[118](index=118&type=chunk) [Controls and Procedures](index=24&type=section&id=ITEM%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls were ineffective due to a material weakness in accounting for warrants - Management concluded that disclosure controls and procedures were **not effective** as of September 30, 2021, due to a material weakness[120](index=120&type=chunk) - The material weakness stems from the need to **restate financial statements** to reclassify warrants as liabilities, a complex accounting issue[120](index=120&type=chunk) - A **remediation plan** is in place to enhance access to accounting literature and increase communication with third-party professionals[121](index=121&type=chunk) [PART II. OTHER INFORMATION](index=25&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=25&type=section&id=ITEM%201.%20Legal%20Proceedings) The company is not currently involved in any legal proceedings - As of the reporting date, there are **no pending legal proceedings** involving the company[123](index=123&type=chunk) [Risk Factors](index=25&type=section&id=ITEM%201A.%20Risk%20Factors) There have been no material changes to the company's previously disclosed risk factors - **No material changes** have occurred to the risk factors previously disclosed in the company's Form 10-K/A filed on June 16, 2021[124](index=124&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=ITEM%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section details the issuance of unregistered securities and the allocation of IPO proceeds to the trust account - The company issued Founder Shares and Private Warrants to its Sponsor in transactions **exempt from registration** under Section 4(a)(2) of the Securities Act[125](index=125&type=chunk)[127](index=127&type=chunk) - The IPO and over-allotment option generated total gross proceeds of **$72,781,510**[126](index=126&type=chunk) - Of the gross proceeds from the IPO and private placements, **$73,509,325 was deposited into a trust account**[129](index=129&type=chunk) [Defaults Upon Senior Securities](index=26&type=section&id=ITEM%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[131](index=131&type=chunk) [Mine Safety Disclosures](index=26&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This disclosure requirement is not applicable to the company - Not applicable[132](index=132&type=chunk) [Other Information](index=26&type=section&id=ITEM%205.%20Other%20Information) The company reports no other material information for this period - None[133](index=133&type=chunk) [Exhibits](index=26&type=section&id=ITEM%206.%20Exhibits) This section lists all exhibits filed with the report, including the merger agreement and officer certifications - A comprehensive list of exhibits filed with the report is provided, including the merger agreement, corporate governance documents, and various financial agreements[134](index=134&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-39603 PETRA ACQUISITION, INC. (Exact name of registrant as specified in its charter) Delaware 84-3898466 (State or othe ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☑ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from _________ to _________ Commission file number: 000-39603 PETRAACQUISITION, INC. (Exact name of registrant as specified in its charter) | Delaware | 84-3898466 | | --- | ...

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2020 Commission File Number 001-39603 PETRAACQUISITION INC. (Exact name of registrant as specified in its charter) | Delaware | 84-3898466 | | --- | --- | | (State or Other Jurisdiction | (I.R.S. Employer | | of Incorporation) | Identification No.) | | 5 West 21st Street | | | New York, NY | 10010 | | (Address ...

[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Unaudited condensed financial statements for Petra Acquisition, Inc. as of September 30, 2020, detailing balance sheets, operations, equity, and cash flows [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) The balance sheet as of September 30, 2020, shows total assets of **$3.5 million**, liabilities of **$3.49 million**, and stockholder's equity of **$12,813**, a significant improvement from 2019 Condensed Balance Sheets (USD) | | September 30, 2020 | December 31, 2019 | | :--- | :--- | :--- | | **ASSETS** | | | | Cash and cash equivalents | $3,321,314 | $ - | | Total current assets | $3,499,060 | $22,671 | | **Total assets** | **$3,499,060** | **$22,671** | | **LIABILITIES AND STOCKHOLDER'S EQUITY** | | | | Total current liabilities | $336,247 | $26,309 | | Deposit held for private warrants | $3,150,000 | $ - | | **Total liabilities** | **$3,486,247** | **$26,309** | | **Total stockholder's equity (deficit)** | **$12,813** | **$(3,638)** | [Condensed Statement of Operations](index=5&type=section&id=Condensed%20Statement%20of%20Operations) The statement of operations for the nine months ended September 30, 2020, shows a net loss of **$8,549** from general and administrative expenses, with no revenue Condensed Statement of Operations (USD) | | For the Three Months Ended Sep 30, 2020 | For the Nine Months Ended Sep 30, 2020 | | :--- | :--- | :--- | | General and administrative expenses | $868 | $8,549 | | **Net loss** | **$(868)** | **$(8,549)** | | Basic and diluted net income per common share | $(0.00) | $(0.00) | [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20of%20Changes%20in%20Stockholders'%20Equity) The statement of changes in stockholders' equity shows an increase from a **$3,638 deficit** in 2019 to a **$12,813 positive balance** by September 30, 2020, due to financing activities - The company's stockholder's equity turned positive, moving from a deficit of **$(3,638)** at the end of 2019 to **$12,813** as of September 30, 2020[16](index=16&type=chunk) - Key activities affecting equity included the sale of common stock to sponsors for **$25,000** and the cancellation of **1,437,500** founders' shares during the third quarter[16](index=16&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) The statement of cash flows for the nine months ended September 30, 2020, shows a **$3.32 million** increase in cash, primarily from **$3.33 million** in financing activities Cash Flow Summary (Nine Months Ended Sep 30, 2020, USD) | Cash Flow Activity (Nine Months Ended Sep 30, 2020) | Amount | | :--- | :--- | | Net cash used in operating activities | $(8,549) | | Net cash provided by financing activities | $3,329,863 | | **Net change in cash** | **$3,321,314** | | **Cash - End of period** | **$3,321,314** | - Financing activities included **$150,000** in related party advances, **$140,000** in notes payable from a related party, and **$3,150,000** in cash proceeds for private warrants[19](index=19&type=chunk) [Notes to Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) The notes provide detailed explanations of the company's business, accounting policies, IPO, related-party transactions, and stock and warrant structure - The company is a blank check company formed to effect a business combination and had not commenced any operations as of September 30, 2020[22](index=22&type=chunk)[23](index=23&type=chunk) - The company has **12 months** from the closing of its IPO to complete a Business Combination, or it will be required to liquidate and return funds to public stockholders[32](index=32&type=chunk) - The company is an "emerging growth company" under the JOBS Act, which allows it to take advantage of certain reduced reporting requirements[40](index=40&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=17&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's discussion and analysis covers the company's financial condition and operations, highlighting its blank check status, **$8,549 net loss**, and **$73.5 million** IPO proceeds - The company is a blank check company formed on November 20, 2019, with its entire activity since inception related to its formation and preparing for its IPO[80](index=80&type=chunk)[81](index=81&type=chunk) Net Loss by Period (USD) | Period | Net Loss | Primary Cause | | :--- | :--- | :--- | | Three months ended Sep 30, 2020 | $868 | General and administrative expenses | | Nine months ended Sep 30, 2020 | $8,549 | General and administrative expenses | - Following the IPO and over-allotment exercise in October 2020, an aggregate of **$73,509,325** was placed in the company's trust account to be used for a business combination[89](index=89&type=chunk)[115](index=115&type=chunk) - The company has no off-balance sheet arrangements, and its primary contractual obligation is a deferred underwriting fee of **$2.8 million to $3.22 million**, payable only upon completion of a business combination[95](index=95&type=chunk)[96](index=96&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=20&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discloses no material market or interest rate risk as of September 30, 2020, with post-IPO trust funds invested in short-term U.S. government securities - As of September 30, 2020, the company was not subject to market or interest rate risk[100](index=100&type=chunk) - Post-IPO, funds in the Trust Account are invested in short-term U.S. government securities or money market funds, which is expected to result in no material exposure to interest rate risk[100](index=100&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=20&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section confirms management's conclusion that disclosure controls were effective as of September 30, 2020, with no material changes to internal control over financial reporting - Based on an evaluation as of September 30, 2020, the CEO and CFO concluded that the company's disclosure controls and procedures were effective[102](index=102&type=chunk) - No changes occurred in the company's internal control over financial reporting during the most recent fiscal quarter that had a material effect[103](index=103&type=chunk) [PART II. OTHER INFORMATION](index=21&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=21&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company reports no pending legal proceedings involving itself, its directors, officers, affiliates, or major security holders - There are no pending legal proceedings involving the Company, its directors, officers, or affiliates[106](index=106&type=chunk) [ITEM 1A. RISK FACTORS](index=21&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates risk factors, primarily addressing new risks related to the COVID-19 pandemic and its potential adverse impact on the search for a business combination - The company's search for a Business Combination may be materially adversely affected by the COVID-19 outbreak[108](index=108&type=chunk) - Potential impacts of COVID-19 include restrictions on travel, inability to hold meetings, personnel unavailability, and a prolonged economic downturn, which could hinder the ability to complete a transaction[109](index=109&type=chunk) [ITEM 5. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=21&type=section&id=ITEM%205.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Details on unregistered equity sales and IPO proceeds, including **$72.8 million** from IPO, **$3.2 million** from Private Warrants, with **$73.5 million** placed in a trust account - In January 2020, the Sponsor purchased **3,593,750** Founder Shares for **$25,000** in a transaction exempt from registration, with the number of shares later reduced through cancellations[111](index=111&type=chunk) - The IPO and over-allotment option in October 2020 generated total gross proceeds of **$72,781,510**[112](index=112&type=chunk) - Simultaneously with the IPO, the Sponsor purchased an aggregate of **3,233,446** Private Warrants at **$1.00** each, generating total proceeds of **$3,233,446**[113](index=113&type=chunk) - Of the gross proceeds from the IPO and private placements, **$73,509,325** was placed in a trust account[115](index=115&type=chunk) [ITEM 6. EXHIBITS](index=23&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed with the quarterly report, including key legal and financial agreements and officer certifications - The report includes several exhibits, such as the Underwriting Agreement, Warrant Agreement, Investment Management Trust Agreement, and officer certifications required by the Sarbanes-Oxley Act[121](index=121&type=chunk)