Registration of Additional Securities (up to 20%) (s-1mef)
February 09 2023 - 9:38AM
Edgar (US Regulatory)
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 |
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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 |
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(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.
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Large accelerated filer |
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☐ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☒ |
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Smaller reporting company |
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☒ |
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Emerging growth company |
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☒ |
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:
(1) | Previously filed as an exhibit to Revelation Biosciences, Inc.’s
Registration Statement on Form S-1, as amended (File No. 333-268076). |
SIGNATURES
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.
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Revelation Biosciences, Inc. |
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By: |
James Rolke* |
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James Rolke |
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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.
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BY: |
James Rolke* |
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Chief Executive Officer and Director |
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BY: |
George Tidmarsh* |
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Chairman and Director |
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BY: |
/s/ Chester S. Zygmont, III |
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Chief Financial Officer and Principal Accounting Officer |
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BY: |
Jennifer Carver* |
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Director |
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BY: |
Jess Roper* |
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Director |
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BY: |
Curt LaBelle* |
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Director |
* |
By: |
/s/ Chester S. Zygmont III, Attorney-in Fact |
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