Material Agreement Form 8 K

Item 1.01 Entry into a Material Definitive Agreement.

On August 21, 2024, Revelation Biosciences, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with certain holders (the "Holders") of its existing Class D Common Stock Warrants exercisable for an aggregate of 2,548,060 shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at a reduced exercise price of $1.50 per share, in exchange for the Company's agreement to issue new warrants (the "Inducement Warrants") as described below. The aggregate gross proceeds from the exercise of the Existing Warrants and the payment of the Inducement Warrants, as described below, is approximately $3.8 million, before deducting financial advisory fees. The reduction of the exercise price of the Existing Warrants and the issuance of the Inducement Warrants was structured as an at-market transaction under Nasdaq rules.

The Company intends to use the net proceeds from the warrant exercises in connection with its clinical trials with respect to further the development of GEM-AKI, GEM-CKD and GEM-PSI, including (i) manufacturing a clinical batch of Gemini, (ii) conducting, a planned Phase 1b clinical study for GEM-AKI in CKD patients, (iii) necessary preclinical work for GEM-CKD, (iv) continue to develop other products and therapies, and (v) fund working capital and general corporate purposes using any remaining amounts.

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-1, as amended (File No. 333-276232), which was declared effective by the Securities and Exchange Commission (the "SEC") on January 31, 2024.

In consideration for the immediate exercise of the Existing Warrants for cash and the payment of $0.125 per Inducement Warrant, the exercising holders received the Inducement Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Inducement Warrants are exercisable for a period of five years into an aggregate of up to 5,096,120 shares of common stock (the "Warrant Shares") at an exercise price of $1.00 per share. The Inducement Warrants and the Warrant Shares offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within twenty days of the closing to register the resale of the Warrant Shares.

In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated August 21, 2024, with Roth Capital Partners, LLC ("Roth"), pursuant to which the Company has agreed to pay Roth a cash fee of approximately $267,546 for its services, in addition to reimbursement for certain expenses.