UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
REVELATION BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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84-3898466 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification No.) |
4660 La Jolla Village Drive, Suite 100
San Diego, CA 92122
(Address of principal executive offices, including zip code)
REVELATION BIOSCIENCES, INC. 2021 EQUITY INCENTIVE PLAN
(Full title of the plan)
James Rolke, Chief Executive Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, CA 92122
(Name and address of agent for service)
650-800-3717
(Telephone number, including area code, of agent for service)
Copy to:
J.P. Galda & Co.
Attn: J.P. Galda, Esq.
40 East Montgomery Avenue LTW 220
Ardmore, PA 19003
Telephone: 212-815-1534
Email: jpgalda@jpgaldaco.com
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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 ☐ |
Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller Reporting Company ☒ |
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Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
This Registration Statement is being filed for the purpose of registering 2,000,000 shares of common stock, par value $0.001 (“Common Stock”), of Revelation Biosciences, Inc. (the “Registrant”) issuable under the 2021 Equity Incentive Plan (the “Plan”), consisting of 36,983 common shares for which a registration statement on Form S-8, filed with the Commission on May 31, 2022 (File No. 333-265329) (the “Prior Registration Statement”) is effective; an additional 31,305 shares of Common Stock for the 2023 annual automatic increase; 580,500 shares of Common Stock that was authorized pursuant to an amendment to the Plan which increased the number of share reserved under the Plan from 68,288 to 648,788; and an additional 1,351,212 shares of Common Stock pursuant to the provisions of the Plan which provide for annual automatic increases in the number of shares of Common Stock reserved for issuance under the Plan.
Pursuant to General Instruction E of Form S-8, the contents of the Prior Registration Statement are incorporated by reference in this Registration Statement to the extent not modified or superseded hereby or by any subsequently filed document which is incorporated by reference herein or therein.
Item 2. Registrant Information and Employee Plan Annual Information
Upon written or oral request, any of the documents incorporated by reference in Item 3 of Part II of this registration statement (which are incorporated by reference in this Section 10(a) Prospectus) and any other documents required to be delivered to eligible employees, nonemployee directors, and consultants pursuant to Rule 428(b) are available, without charge, by contacting:
Chester S. Zygmont, III, Chief Financial Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
650-800-3717
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents, as filed with the SEC by Revelation Biosciences, Inc., a Delaware corporation (File No. 000-39603) (the “Company”), pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the Securities Act are hereby incorporated by reference:
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(i) |
Annual Report on Form 10-K for the period ended December 31, 2022, filed with the SEC on March 30, 2023 (the “Registrant Annual Report”); |
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(ii) |
Current Reports on Form 8-K filed with the SEC on January 10, 2023, January 10, 2023, January 31, 2023, February 13, 2023, February 17, 2023, April 3, 2023; May 22, 2023; May 25, 2023; June 12, 2023; June 29, 2023; July 7, 2023 and July 14, 2023; |
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(iii) |
Quarterly Reports on Form 10-Q for the period ended March 31, 2023, filed with the SEC on May 22, 2023 on Form 10-Q and for the period ended June 30, 2023, filed with the SEC on August 11, 2023; |
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(iv) |
All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the Registrant Annual Report; and |
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(v) |
the description of the Registrant’s Common Stock contained in Exhibit 4.9 to the Registrant’s Annual Report on Form 10-K for the period ended December 31, 2021, filed with the SEC on April 15, 2022, including any amendments or reports filed for the purpose of updating such description. |
All other documents filed by the Company with the SEC pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date of this registration statement and before the filing of a post-effective amendment to this registration statement that indicate that all securities offered hereby have been sold, or that deregisters all such securities remaining unsold, will be deemed to be incorporated by reference in this registration statement and to be a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Names Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
As permitted by Section 102 of the Delaware General Corporation Law, we have adopted provisions in our Third Amended and Restated Certificate of Incorporation (the “Charter”) and our Second Amended and Restated Bylaws (the “Bylaws”) that limit or eliminate the personal liability of our directors for a breach of their fiduciary duty of care as a director. The duty of care generally requires that, when acting on behalf of the corporation, directors exercise an informed business judgment based on all material information reasonably available to them. Consequently, a director will not be personally liable to us or our stockholders for monetary damages for breach of fiduciary duty as a director, except for liability for:
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any breach of the director’s duty of loyalty to us or our stockholders; |
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any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law; |
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any act related to unlawful stock repurchases, redemptions or other distributions or payment of dividends; or |
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any transaction from which the director derived an improper personal benefit. |
These limitations of liability do not affect the availability of equitable remedies such as injunctive relief or rescission. Our Charter also authorizes us to indemnify our officers, directors and other agents to the fullest extent permitted under Delaware law.
As permitted by Section 145 of the Delaware General Corporation Law, our Bylaws provide that:
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we may indemnify our directors, officers and employees to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; |
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we may advance expenses to our directors, officers and employees in connection with a legal proceeding to the fullest extent permitted by the Delaware General Corporation Law, subject to limited exceptions; and |
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the rights provided in our amended and restated bylaws are not exclusive. |
Our Charter and our Bylaws provide for the indemnification provisions described above and elsewhere herein. We have entered or will enter into, and intend to continue to enter into, separate indemnification agreements with our directors and officers that may be broader than the specific indemnification provisions contained in the Delaware General Corporation Law. These indemnification agreements generally require us, among other things, to indemnify our officers and directors against certain liabilities that may arise by reason of their status or service as directors or officers, other than liabilities arising from willful misconduct. These indemnification agreements also generally require us to advance any expenses incurred by the directors or officers as a result of any proceeding against them as to which they could be indemnified. These indemnification provisions and the indemnification agreements may be sufficiently broad to permit indemnification of our officers and directors for liabilities, including reimbursement of expenses incurred, arising under the Securities Act of 1933, as amended, or the Securities Act.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
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* |
All exhibits are numbered with the number preceding the decimal indicating the applicable SEC reference number in Item 601 and the number following the decimal indicating the sequence of the particular document. Omitted numbers in the sequence refer to documents previously filed as an exhibit. |
Item 9. Undertakings
Undertaking Required by Item 512(a) of Regulation S-K: The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
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(iii) |
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
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(2) |
That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
Undertaking Required by Item 512(b) of Regulation S-K: The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Undertaking Required by Item 512(h) of Regulation S-K: Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Diego, California, on the 11th day of August, 2023.
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REVELATION BIOSCIENCES, INC. |
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By: |
/s/ James Rolke |
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James Rolke |
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Chief Executive Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Chester S. Zygmont, III and J.P. Galda, jointly and severally, as his or her true and lawful attorneys-in-fact, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and all documents in connection therewith, with the SEC, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, and hereby ratifying and confirming all that each of said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated:
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Name and Signature |
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Title |
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Date |
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/s/ James Rolke |
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Chief Executive Officer and Director |
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August 11, 2023 |
James Rolke |
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/s/ George Tidmarsh |
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Chairman and Director |
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August 11, 2023 |
George Tidmarsh MD, Ph.D. |
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/s/ Chester S. Zygmont, III |
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Chief Financial Officer and |
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August 11, 2023 |
Chester S. Zygmont, III |
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Principal Accounting Officer |
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/s/ Jennifer Carver |
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Director |
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August 11, 2023 |
Jennifer Carver |
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/s/ Jess Roper |
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Director |
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August 11, 2023 |
Jess Roper |
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/s/ Curt LaBelle |
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Director |
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August 11, 2023 |
Curt LaBelle MD |
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J.P. Galda & Co.
Attorneys-at-Law
40 East Montgomery Avenue, LTW 220
Ardmore, Pennsylvania 19003
Telephone: 215-815-1534
August 11, 2023
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
Ladies and Gentlemen:
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Re: |
Registration on Form S-8 |
We have acted as counsel to Revelation Biosciences, Inc., a corporation incorporated under the laws of the State of Delaware (the “Company”), in connection with the Company’s registration of an aggregate of 2,000,000 shares (collectively, the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), issuable under the Company’s amended 2021 Equity Incentive Plan (the “Plan”) pursuant to a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Securities Act”), filed by the Company with the Securities and Exchange Commission (the “SEC”) on August 11, 2023.
We have examined such documents and have reviewed such questions of law as we have considered necessary and appropriate for the purpose of the opinions set forth below.
In rendering this opinion, we have assumed: the genuineness and authenticity of all signatures on original documents, including electronic signatures made and/or transmitted using electronic signature technology (e.g., via DocuSign or similar electronic signature technology); that any such signed electronic record shall be valid and as effective to bind the party so signing as a paper copy bearing such party’s handwritten signature; the legal capacity of all natural persons; the authenticity of all documents submitted to us as originals; the conformity to originals of all documents submitted to us as certified or photocopies; the authenticity of the originals of such latter documents; the accuracy and completeness of all documents and records reviewed by us; the accuracy, completeness and authenticity of certificates issued by any governmental official, office or agency and the absence of change in the information contained therein from the effective date of any such certificate; and the due authorization, execution and delivery of all documents where authorization, execution and delivery are prerequisites to the effectiveness of such documents.
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.
On the basis of the foregoing and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that the Shares registered pursuant to the Registration Statement have been duly and validly authorized and reserved for issuance and that upon the issuance of the Shares and payment therefor in accordance with the provisions of the Plan, the Shares will be validly issued, fully paid and non-assessable.
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.
These opinions are expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable law.
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Very truly yours |
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/s/ Joseph P. Galda |
Exhibit 23.01
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of Revelation Biosciences, Inc. (the “Company”) of our report dated March 30, 2023 (which includes an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern), relating to the financial statements of the Company appearing in the Company’s Annual Report on Form 10-K as of and for the year ended December 31, 2022.
/s/ Baker Tilly US, LLP
San Diego, California
August 11, 2023
Exhibit 107
Calculation of Filing Fee Tables
FORM S-8
(Form Type)
REVELATION BIOSCIENCES, INC.
Table 1: Newly Registered and Carry Forward Securities
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Security
Type |
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Security Class Title |
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Fee
Calculation
or Carry
Forward
Rule |
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Amount
Registered(1) |
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Proposed
Maximum
Offering
Price Per
Unit |
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Maximum
Aggregate
Offering Price(2) |
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Fee Rate |
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Amount of
Registration
Fee |
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Newly Registered Securities |
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Fees to Be Paid |
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d |
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Shares of Common Stock, par value $0.0001 per share (“Common Stock”) |
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457(c) and 457(h) |
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1,963,017(3) |
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$0.75 |
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$1,472,262.75 |
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0.0001102 |
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$162.24 |
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Carry Forward Securities |
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Carry Forward Securities |
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d |
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Shares of Common Stock, par value $0.0001 per share (“Common Stock”) |
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36,983(4) |
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Total Offering Amounts |
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$162.24 |
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Total Fees Previously Paid |
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-- |
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Total Fee Offsets |
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-- |
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Net Fee Due |
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$162.24 |
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(1) |
Pursuant to Rule 416(a) promulgated under the Securities Act of 1933, as amended, or the Securities Act, this Registration Statement shall also cover any additional shares of Registrant’s Common Stock that become issuable under the plans set forth herein by reason of any stock dividend, stock split, recapitalization, or other similar transaction effected that results in an increase to the number of outstanding shares of Registrant’s Common Stock, as applicable. |
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(2) |
Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee on the basis of $0.75 per share, the closing price of the Registrant’s Common Stock on August 10, 2023, as reported on the NASDAQ Global Select Market. |
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(3) |
Represents 31,305 shares of the Registrant’s Common Stock from the 2023 annual automatic increase, 580,500 shares of the Registrant’s Common Stock from the amendment to the 2021 Equity Plan, and 1,351,212 shares of the Registrant’s Common Stock that may be issued under the annual automatic increases totaling 1,963,017 shares of the Registrant's Common Stock issuable under the Revelation Biosciences 2021 Equity Incentive Plan. |
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(4) |
Represents shares of the Registrant's Common Stock issuable under the Revelation Biosciences 2021 Equity Incentive Plan that were registered on registration statement Form S-8, filed with the Commission on May 31, 2022 (File No. 333-265329). |
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