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rClassr

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 ~~June~~September 30, 2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-39603

REVELATION BIOSCIENCES, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware	84-3898466
( State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4660 La Jolla Village Drive, Suite 100, San Diego, CA	92122
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (650) 800-3717

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.001 per share	REVB	The Nasdaq Stock Market LLC
Redeemable warrants, each exercisable for a 1/50,400th share of common stock at an exercise price of $579,600.00 per share	REVBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August~~November 4, 2025, the registrant had 15,~~699~~924,~~637~~137 shares of common stock, $0.001 par value per share, outstanding.

PART I—FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Balance Sheets

	June 30,2025			December 31,2024
	September 30,2025			December 31,2024
ASSETS
Current assets:
Cash and cash equivalents	$	512,~~173~~708,~~871~~489		$	6,499,018
Prepaid expenses and other current assets		~~186~~123,~~049~~934			66,699
Total current assets		512,~~359~~832,~~920~~423			6,565,717
Property and equipment, net		3523,~~170~~919			56,332
Total assets	$	512,~~395~~856,~~090~~342		$	6,622,049
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	~~828~~1,~~894~~034,951		$	783,621
Accrued expenses		~~739~~819,~~626~~381			1,127,800
Warrant liability		~~786~~175			2,246
Total current liabilities		1,~~569~~854,~~306~~507			1,913,667
Total liabilities		1,~~569~~854,~~306~~507			1,913,667
Commitments and Contingencies (Note 4)
Stockholders’ equity:
Common Stock, $0.001 par value; 500,000,000 shares authorized at June 30, 2025 and December 31, 2024 and 1,534,637 and 174,104 issued and outstanding at June 30, 2025 and December 31, 2024, respectively		1,535			174
Common Stock, $0.001 par value; 500,000,000 shares authorized at September 30, 2025 and December 31, 2024 and 3,585,972 and 174,104 issued and outstanding at September 30, 2025 and December 31, 2024, respectively		3,586			174
Additional paid-in-capital		4857,~~825~~906,~~354~~530			45,213,846
Accumulated deficit		(4546,~~001~~908,~~105~~281	)		(40,505,638	)
Total stockholders’ equity		311,~~825~~001,~~784~~835			4,708,382
Total liabilities and stockholders’ equity	$	512,~~395~~856,~~090~~342		$	6,622,049

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2025			2024			2025			2024
Operating expenses:
Research and development	$	1922,~~317,980~~857		$	1830,~~394,929~~981		$	23,~~176~~099,~~810~~667		$	2,~~112~~943,~~511~~492
General and administrative		1,~~143~~020,~~249~~154			1965,~~127,468~~705			23,~~379~~399,~~406~~559			23,~~312~~277,~~024~~729
Total operating expenses		21,~~461~~943,~~229~~011			21,~~522~~796,~~397~~686			46,~~556~~499,~~216~~226			46,~~424~~221,~~535~~221
Loss from operations		(21,~~461~~943,~~229~~011	)		(21,~~522~~796,~~397~~686	)		(46,~~556~~499,~~216~~226	)		(46,~~424~~221,~~535~~221	)
Other income (expense):
Change in fair value of warrant liability		44611			46,~~416~~041			12,~~460~~071			7278,~~843~~884
Other income (expense), net		1635,~~803~~224			(5450,~~871,838~~920	)		5994,~~289~~512			(67,~~719~~170,~~560~~480	)
Total other income (expense), net		1635,~~847~~835			(5444,~~867,422~~879	)		6096,~~749~~583			(67,~~646~~091,~~717~~596	)
Net loss	$	(21,~~444~~907,~~382~~176	)	$	(82,~~389~~241,~~819~~565	)	$	(46,~~495~~402,~~467~~643	)	$	(1113,~~071~~312,~~252~~817	)
Deemed dividends		(32,~~181~~769,~~786~~742	)		—			(35,~~181~~951,~~786~~528	)		—
Net loss attributable to common stockholders	$	(54,~~626~~676,~~168~~918	)	$	(82,~~389~~241,~~819~~565	)	$	(712,~~677~~354,~~253~~171	)	$	(1113,~~071~~312,~~252~~817	)
Net loss per share, basic and diluted	$	(71.0177	)	$	(~~246~~40.2715	)	$	(139.6076	)	$	(~~390~~354.0205	)
Weighted-average shares used to compute net loss per share, basic and diluted		~~802~~2,~~670~~644,733			3455,~~067~~832			~~564~~1,~~560~~265,571			2837,~~386~~602

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

	Common Stock						Additional Paid-in			Accumulated			Total Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance as of December 31, 2023	$	5,495		$	5		$	32,114,812		$	(25,467,102	)	$	6,647,715
Issuance of common stock from the February 2024 Public Offering		2,677			3			5,417,050			—			5,417,053
Class D Pre-Funded Warrants exercises		25,761			26			101			—			127
Alternative cashless exercises of Class C Common Stock Warrants		71			—			57,589			—			57,589
Stock-based compensation expense		—			—			32,094			—			32,094
Net Loss		—			—			—			(2,681,433	)		(2,681,433	)
Balance as of March 31, 2024		34,004		$	34		$	37,621,646		$	(28,148,535	)	$	9,473,145
Common stock issued for services		218			—			25,000			—			25,000
Stock-based compensation expense		—			—			32,095			—			32,095
Net Loss		—			—			—			(8,389,819	)		(8,389,819	)
Balance as of June 30, 2024		34,222		$	34		$	37,678,741		$	(36,538,354	)	$	1,140,421
Class D Common Stock Warrants exercises		2,104			2			241,388			—			241,390
Warrant Inducement exercises		53,083			53			3,501,223			—			3,501,276
Stock-based compensation expense		—			—			32,095			—			32,095
Net Loss		—			—			—			(2,241,565	)		(2,241,565	)
Balance as of September 30, 2024		89,409		$	89		$	41,453,447		$	(38,779,919	)	$	2,673,617
Balance as of December 31, 2024 (as previously reported)		522,223		$	522		$	45,213,498		$	(40,505,638	)	$	4,708,382
Retrospective application of reverse recapitalization		(348,143	)		(348	)		348			—			—
Reverse stock split fractional share roundup		24			—			—			—			—
Balance as of December 31, 2024		174,104			174			45,213,846			(40,505,638	)		4,708,382
Alternative cashless exercise of Class F Common Stock Warrants		127,669			128			(128	)		—			—
Issuance of RSA's		19,529			20			(20	)		—			—
Stock-based compensation expense		—			—			223,455			—			223,455
Net Loss		—			—			—			(2,051,085	)		(2,051,085	)
Balance as of March 31, 2025		321,302		$	322		$	45,437,153		$	(42,556,723	)	$	2,880,752
Issuance of common stock from the May 2025 Public Offering		225,000			225			3,388,019			—			3,388,244
Class H Pre-funded Warrant exercises		988,334			988			(691	)		—			297
Issuance of common stock for rollover RSU award		1			—			—			—			—
Stock-based compensation expense		—			—			873			—			873
Net Loss		—			—			—			(2,444,382	)		(2,444,382	)
Balance as of June 30, 2025		1,534,637		$	1,535		$	48,825,354		$	(45,001,105	)	$	3,825,784
Alternative cashless exercise of Class F Common Stock Warrants		41,668			41			(41	)		—			—
Class H Common Stock Warrants exercises		165,000			165			362,835			—			363,000
Warrant Inducement exercises		1,844,666			1,845			8,717,508			—			8,719,353
Issuance of common stock for rollover RSU award		1			—			—			—			—
Stock-based compensation expense		—			—			874			—			874
Net Loss		—			—			—			(1,907,176	)		(1,907,176	)
Balance as of September 30, 2025		3,585,972		$	3,586		$	57,906,530		$	(46,908,281	)	$	11,001,835

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025			2024
Cash flows from operating activities:
Net loss	$	(46,~~495~~402,~~467~~643	)	$	(1113,~~071~~312,~~252~~817	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in fair value of warrant liability		(1,460	)		(72,843	)
Stock-based compensation expense		225,202			96,284
Depreciation expense		1421,~~441~~206			1320,~~482~~702
Disposal of lab supplies		6,721			—
Loss on disposal of equipment		11,207			—
Change in fair value of warrant liability		(2,071	)		(78,884	)
Issuance of common stock for services		—			25,000
Stock-based compensation expense		224,328			64,189
Changes in operating assets and liabilities:
Accounts payable		45,273			(78,575	)
Prepaid expenses and other current assets		(57,235	)		(33,155	)
Accrued expenses		(388,174	)		5,773,267
Deferred offering costs		—			71,133
Prepaid expenses and other current assets		(119,350	)		(41,052	)
Accounts payable		236,330			1,767,450
Net cash used in operating activities		(4,713,688	)		(5,316,651	)
Accrued expenses		(334,585	)		(3,129,348	)
Net cash used in operating activities		(6,302,589	)		(14,573,635	)
Cash flows from investing activities:
Purchase of property and equipment		—			(1936,~~172~~860	)
Net cash used in investing activities		—			(1936,~~172~~860	)
Cash flows from financing activities:
Proceeds from the February 2024 Public Offering, net		—			5,417,053
Proceeds from Class D Pre-Funded Warrants exercise		—			127
Proceeds from the May 2025 Public Offering, net		3,388,244			—
Proceeds from Class H Pre-Funded Warrants exercise		297			—
Net cash provided by financing activities		3,388,541			5,417,180
Proceeds from the Warrant Inducement exercises, net		8,760,519			—
Net (decrease) increase in cash and cash equivalents		(1,325,147	)		81,357
Proceeds from Class H Warrants exercises		363,000			—
Proceeds from the February 2024 Public Offering, net		—			5,417,053
Proceeds from Class D Common Stock Warrants exercises		—			241,390
Proceeds from the Warrant Inducement exercises, net		—			3,501,276
Proceeds from Class D Pre-Funded Warrants exercise		—			127
Net cash provided by financing activities		12,512,060			9,159,846
Net increase (decrease) in cash and cash equivalents		6,209,471			(5,450,649	)
Cash and cash equivalents at beginning of period		6,499,018			11,991,701
Cash and cash equivalents at end of period	$	512,~~173~~708,~~871~~489		$	126,~~073~~541,~~058~~052
Supplemental disclosure of non-cash investing and financing activities:
Alternative cashless exercise of Class F Common Stock Warrants	$	3,094,680		$	—
Alternative cashless exercises of Class F Common Stock Warrants	$	4,104,680		$	—
Issuance of Class H Common Stock Warrants in connection with the May 2025 Public Offering	$	11,546,080		$	—
Fair Value of Class H Common Stock Warrants in connection with the May 2025 Public Offering	$	11,546,080		$	—
Deemed dividend for exercise price reduction of warrants	$	3,181,786		$	—
Fair Value of Class I Common Stock Warrants in connection with the Class H Warrant Inducement	$	23,686,845		$	—
Issuance of Class D Common Stock Warrants in connection with the February 2024 Public Offering	$	—		$	6,269,684
Equity issuance costs in connection with the Warrant Inducement included in accounts payable and accrued expenses	$	41,166		$	—
Incremental fair value of the Class H Common Stock Warrants in connection with the Class H Warrant Inducement	$	91,455		$	—
Deemed dividend for exercise price reductions of warrants	$	5,951,528		$	—
Fair Value of Class E Common Stock Warrants in connection with the Class D Warrant Inducement	$	—		$	4,887,683
Incremental fair value of the Class D Common Stock Warrants in connection with the Class D Warrant Inducement	$	—		$	337,131
Equity issuance costs in connection with the Class D Warrant Inducement included in accounts payable	$	—		$	25,968
Fair Value of Class D Common Stock Warrants in connection with the February 2024 Public Offering	$	—		$	6,269,684
Alternative cashless exercise of Class C Common Stock Warrants	$	—		$	57,589

See accompanying notes to the condensed consolidated financial statements.

REVELATION BIOSCIENCES, INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Organization and Basis of Presentation

Revelation Biosciences, Inc. (collectively with its wholly-owned ~~subsidiaries~~subsidiary, referred to as “we,” us,” “our,” “Revelation,” or the “Company”) is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We have multiple ongoing programs to evaluate Gemini, including GEM-AKI as a ~~prevention~~treatment for acute kidney injury (“AKI”), GEM-CKD as a treatment for chronic kidney disease (“CKD”), ~~and~~ GEM-PSI as a prevention for post surgical infection (“PSI”), and GEM-PBI as a prevention of infection in severe burn patients requiring hospitalization (“PBI”) (together the “Product Candidates”). The Company was incorporated in the state of Delaware on November 20, 2019 (originally as Petra Acquisition, Inc.) and is based in San Diego, California.

The Company’s common stock and public warrants are listed on the Nasdaq Capital Market under the symbols “REVB” and “REVBW”, respectively.

Reverse Stock Split

On January 28, 2025, the Company effected the approved 1-for-16 reverse stock split of our shares of common stock.

On July 7, 2025, the Company effected the approved 1-for-3 reverse stock split of our shares of common stock. Unless specifically provided otherwise herein, the share and per share information that follows in this Quarterly Report, reflects the effect of the reverse stock splits.

Liquidity and Capital Resources

Going Concern

The Company has incurred recurring losses since its inception, including a net loss of $46.54 million for the ~~six~~nine months ended ~~June~~September 30, 2025. As of ~~June~~September 30, 2025, the Company had an accumulated deficit of $4546.09 million, a stockholders’ equity of $311.80 million and available cash and cash equivalents of $512.27 million. The Company expects to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as it continues to complete all necessary product development or future commercialization efforts. The Company has never generated revenue and does not expect to generate revenue from product sales unless and until it successfully completes development and obtains regulatory approval for the Product Candidates or other product candidates, which the Company expects will not be for at least several years, if ever. The Company does not anticipate that its current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that the Company’s unaudited financial statements for ~~June~~September 30, 2025 were issued, which raises substantial doubt about its ability to continue as a going concern.

To continue as a going concern, the Company will need, among other things, to raise additional capital resources. The Company plans to seek additional funding through public or private equity or debt financings. The Company may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. If the Company is unable to obtain funding, it could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect the Company’s business operations.

The unaudited condensed consolidated financial statements for ~~June~~September 30, 2025, have been prepared on the basis that the Company will continue as a going concern, and does not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for the Company to continue as a going concern.

Basis of Presentation

The accompanying financial statements are prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). The condensed consolidated financial statements include the accounts of Revelation Biosciences, Inc. and its wholly owned ~~subsidiaries~~subsidiary. All intercompany balances and transactions among the consolidated entity have been eliminated in consolidation.

The unaudited interim condensed consolidated financial statements have been prepared on the same basis as the audited financial statements as of December 31, 2024 and for the year ended December 31, 2024 and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position. The financial data and the other financial information contained in these notes to the condensed consolidated financial statements related to the three and ~~six~~nine months ended ~~June~~September 30, 2025 are unaudited. The results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period. The condensed consolidated financial statements and notes thereto should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended December 31, 2024 included on Form 10-K, as filed with the SEC on March 6, 2025. The accompanying condensed consolidated balance sheet as of December 31, 2024 has been derived from the audited balance sheet at December 31, 2024 contained in the above referenced Form 10-K.

2. Summary of Significant Accounting Policies

During the three and ~~six~~nine months ended ~~June~~September 30, 2025, there were no changes to the Company’s significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Selected significant accounting policies are discussed in further detail below:

Use of Estimates

The preparation of the condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of expenses. These estimates and assumptions are based on the Company’s best estimates and judgment. The Company regularly evaluates its estimates and assumptions using historical and industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on the Company’s condensed consolidated financial statements.

Basic and Diluted Net Loss per Share

Basic and diluted net loss per share of common stock is computed by dividing net loss attributable to common stockholders by the weighted-average number of common shares outstanding for the period. In net loss periods, basic net loss per share and diluted net loss per share are identical because the otherwise dilutive potential common shares become anti-dilutive and are therefore excluded. As of ~~June~~September 30, 2025 and 2024, there were 617,~~724~~355,~~423~~088 and 57108,~~504~~484 potential shares of common stock, respectively, excluded from the calculation of diluted net loss per share as their effect is anti-dilutive~~, respectively~~. The ~~basic~~ weighted-average number of shares used to compute basic and diluted net loss per share inincludes ~~the~~shares ~~unaudited~~held ~~condensed~~in ~~consolidated~~abeyance ~~statements~~because ofthere ~~operations~~is ~~includes~~no 1consideration ~~share~~required ~~underlying~~for ~~Rollover~~delivery ~~RSU’s~~of ~~that~~the ~~have~~shares ~~vested but are unissued~~ and ~~41,668~~excludes shares ~~underlying~~of ~~the~~restricted ~~outstanding~~stock ~~Class~~that Fare ~~Common~~issued ~~Stock~~but ~~Warrants as exercised via the alternative cashless exercise because their exercise requires only nominal consideration for delivery of the shares~~unvested.

Recent Accounting Pronouncements

~~From~~ In ~~time~~November ~~to time~~2024, ~~new~~the ~~accounting~~FASB ~~pronouncements~~issued ~~are~~Accounting ~~issued~~Standards byUpdate ~~the~~(“ASU”) ~~Financial~~No. ~~Accounting~~2024-03, ~~Standards~~Disaggregation ~~Board~~of Income Statement Expenses (“~~FASB~~ASU 2024-03”). orASU ~~other~~2024-03 ~~standard~~requires ~~setting~~additional ~~bodies~~disclosures ~~that~~and ~~are~~disaggregation ~~adopted~~of bycertain ~~the~~costs ~~Company~~and asexpenses presented on the face of the ~~specified~~income statement. ASU 2024-03 is effective ~~date.~~for ~~The~~annual ~~Company~~reporting ~~has~~periods ~~evaluated~~beginning ~~recently~~after ~~issued~~December ~~accounting~~15, ~~pronouncements~~2026, and ~~does~~interim ~~not~~reporting ~~believe~~periods ~~any~~beginning ~~will~~after ~~have~~December a15, ~~material~~2027, ~~impact~~with onearly ~~the~~adoption permitted. The Company’s ~~condensed~~is ~~consolidated~~currently ~~financial~~evaluating ~~statements~~the orimpact ~~related~~of ~~financial~~this ~~statement~~guidance ~~disclosures~~on its financial statements.

3. Balance Sheet Details

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Prepaid insurance costs	$	7555,~~158~~100	$	17,198
Other prepaid expenses & current assets		~~110~~68,~~891~~834		49,501
Total prepaid expenses & current assets	$	~~186~~123,~~049~~934	$	66,699

Accrued Expenses

Accrued expenses consisted of the following:

	June 30,2025		December 31,2024
	September 30,2025		December 31,2024
Accrued payroll and related expenses	$	~~404~~600,~~090~~496	$	835,724
Accrued clinical study expenses		~~175~~73,~~392~~586		183,824
Accrued professional fees		~~140~~104,~~725~~345		67,049
Accrued other expenses		40,954		—
Accrued clinical development costs		—		41,203
Accrued other expenses		19,419		—
Total accrued expenses	$	819,381	$	1,127,800
Total accrued expenses	$	739,626	$	1,127,800

4. Commitments and Contingencies

Lease Commitments

The Company leases office space located at 4660 La Jolla Village Dr., Suite 100, San Diego, California, through a month-to-month rental agreement, with monthly rent of $151. In addition, the Company leases 2,140 square feet of laboratory space located at 11011 Torreyana Road, Suite 102, San Diego, California on a month-to-month basis with monthly rent of $5,350 per month.

Commitments

The Company enters into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments.

Contingencies

From time to time, the Company may become subject to claims and litigation arising in the ordinary course of business. The Company is not a party to any material legal proceedings, nor is it aware of any material pending or threatened litigation.

5. Financings

February 2024 Public Offering

On February 5, 2024, the Company closed a public offering of 2,677 shares of its common stock, 25,761 pre-funded warrants (the “Class D Pre-Funded Warrants”) and 2,730,000 warrants to initially purchase up to 56,875 shares of common stock with an initial exercise price of $217.44 which expire on February 5, 2029 (the “Class D Common Stock Warrants”). Net cash proceeds to the Company from the offering were $5.4 million and issuance costs were $0.8 million, including placement agent fees. The shares of common stock issued in the offering and the shares of common stock underlying the Class D Pre-Funded Warrants and the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024.

Class D Warrant Inducement

On August 21, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class D Common Stock Warrants exercisable for an aggregate of 53,083 shares of its common stock, at a reduced exercise price of $60.00 per share. In exchange, the Company agreed to issue two Class E Common Stock Warrants for each Class D Common Stock Warrant exercised in the private placement pursuant to Section 4(a)(2) of the Securities Act of 1933. In connection with the warrant inducement, the Company paid Roth Capital Partners, LLC (“Roth”) a cash fee of approximately $~~267,546~~0.3 million for its services. The Company received net cash proceeds of approximately $3.5 million, ~~and~~net of issuance costs of $0.3 million. The shares of common stock issued from the exercise of the Class D Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-276232), which was declared effective by the SEC on January 31, 2024. The Class E Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-281909) with the SEC and declared effective on September 12, 2024.

Class E Warrant Inducement

On December 3, 2024, the Company entered into warrant exercise inducement offer letters with certain holders of the Class E Common Stock Warrants exercisable for an aggregate of 84,668 shares of common stock with an exercise price of $48.00 per share. In exchange, the Company agreed to issue Class F Common Stock Warrants exercisable for 84,668 shares of its common stock and Class G Common Stock Warrants exercisable for 127,001 shares of its common stock (see Note 9). The warrant inducement was considered a private placement pursuant to Section 4(a)(2) of the Securities Act. In connection with the warrant inducement, the Company agreed to pay Roth a cash fee of $~~325,000~~0.3 million for its services, in addition to reimbursement for certain expenses. The Company received net cash proceeds of approximately $3.7 million, ~~and~~net of issuance costs of $0.4 million. The shares of common stock issued from the exercise of the Class E Common Stock Warrants were registered on Form S-3 (File No. 333-281909), which was declared effective by the SEC on September 12, 2024. The Class F Common Stock Warrants and Class G Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-283764), which was declared effective on December 20, 2024.

2025 Public Offering

On May 29, 2025, the Company closed a public offering of 225,000 shares of its common stock, 988,334 pre-funded warrants to purchase shares of common stock with an exercise price of $0.0003 which did not have an expiration date (the “Class H Pre-Funded Warrant”) and 14,560,000 warrants to purchase 4,853,334 shares of common stock with ~~and~~an initial exercise price of $3.30 which ~~expires~~expire on June 24, 2030 (the “Class H Common Stock Warrants”), at a combined offering price of $3.30 per share of common stock and associated Class H Common Stock Warrants, or $3.29 per pre-funded warrant and associated Class H Common Stock Warrants (the “May 2025 Public Offering”). Net cash proceeds to the Company from the offering were $3.4 million.

Roth ~~Capital Partners, LLC (“Roth”)~~ was engaged by the Company to act as its exclusive placement agent for the May 2025 Public Offering. The Company paid Roth a cash fee equal to 8.0% of the gross proceeds received by the Company in the May 2025 Public Offering, totaling $~~320,000~~0.3 million.

The shares of common stock, the shares of common stock underlying the pre-funded warrants and the shares of common stock underlying the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), as amended, that was declared effective by the SEC on May 28, 2025.

Between May 29 and June 15, 2025, the Company received notices of cash exercise for all of the pre-funded warrants issued in connection with the May 2025 Public offering ~~for~~totaling 988,334 shares of common stock, at a total purchase price of $297. As of ~~June~~September 30, 2025 there were no pre-funded warrants outstanding.

Using the Black-Scholes option pricing model, the Class H Common Stock Warrants were valued in the aggregate at $11.5 million and ~~was~~ included in the issuance costs of the May 2025 Public Offering and treated as equity (see Note 9).

The May 2025 Public Offering triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, and the Class G Common Stock Warrants~~. As a result~~, ~~the~~resulting ~~exercise~~in ~~price~~a ofreduction ~~the~~in ~~Class C Common Stock Warrants was reset from $48.00 to $3.30,~~ the exercise price of ~~the~~these Class D Common Stock Warrants was reset from $11.28 to $3.30, and the exercise price of the Class G Common Stock Warrants was reset from $11.28 to $3.30 resulting in a change of shares issuable under the Class G Common Stock warrants ~~from 540,488 to 1,847,273~~. In accordance with Accounting Standards Codification (“ASC”) 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $3.2 million related to the price reset of the Class G Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

6.Class ~~Preferred~~H ~~Stock~~Warrant Inducement

~~The~~On September 10, 2025, the Company isentered ~~authorized~~into ~~under~~warrant ~~its~~exercise ~~articles~~inducement offer letters with certain holders of ~~incorporation~~13,065,000 asClass ~~amended,~~H upCommon toStock 5Warrants exercisable for an aggregate of 4,~~000~~355,000 shares of ~~preferred~~its common stock, ~~which~~at ~~may~~an beexercise ~~issued~~price asof ~~designated~~$2.20 byper share. In exchange, the ~~Board~~Company ofagreed ~~Directors~~to ~~without~~issue ~~stockholder~~13,065,000 ~~approval~~Class I Common Stock Warrants. The Aswarrant inducement was considered a private placement pursuant to Section 4(a)(2) of ~~June~~the ~~30,~~Securities ~~2025~~Act. In connection with the warrant inducement, ~~there~~the ~~were~~Company nopaid ~~shares~~Roth a cash fee of ~~preferred~~approximately ~~stock~~$0.8 ~~issued~~million ~~and~~for ~~outstanding~~its services. The Company received net cash proceeds of approximately $8.7 million, which is net of issuance costs of approximately $0.9 million. The shares of common stock

issued from the exercise of the Class H Common Stock Warrants were registered with the SEC on Form S-1 (File No. 333-287423), which was declared effective by the SEC on May 28, 2025. The Class I Common Stock Warrants offered in the private placement were registered on Form S-3 (File No. 333-290309) with the SEC and was declared effective on September 30, 2025.

The Class H Warrant Inducement, which resulted in the issuance of the Class I Common Stock Warrants in exchange for the cash exercise of the Class H Common Stock Warrants, is considered a modification of the Class H Warrants under the guidance of ASU No. 2021-04, Issuer’s Accounting for Certain Modifications or Exchanges of Equity Classified Written Call Options. The modification is consistent with the “Equity Issuance” classification under that guidance as the reason for the modification was to induce the holders of the Class H Common Stock Warrants to cash exercise their warrants, resulting in the imminent exercise of the Class H Common Stock Warrants, which raised equity capital and generated net proceeds for the Company of approximately $8.7 million. As the Class H Warrants and the Class I Warrants were classified as equity instruments before and after the exchange, and as the exchange is directly attributable to an equity offering, the Company recognized the effect of the modification of approximately $0.1 million as an equity issuance cost.

Upon close of the transaction, the Company issued 923,000 of the 4,355,000 shares of common stock that were issuable upon exercise of the Class H Warrants. Due to the beneficial ownership limitation provisions in the inducement offer letters, the remaining 3,432,000 shares were initially unissued, and held in abeyance for the benefit of the warrant holders until notice from the warrant holders that the shares may be issued in compliance with such limitation is received. During the three and nine months ended September 30, 2025, 921,666 of these abeyance shares were issued and 2,510,334 shares remain held in abeyance as of September 30, 2025.

The Class H Warrant Inducement triggered the down-round feature of the Class C Common Stock Warrants, the Class D Common Stock Warrants, the Class G Common Stock Warrants, and the remaining Class H Common Stock Warrants, resulting in a reset of the exercise prices of those warrants. In accordance with ASC 260, Earnings Per Share, the Company recorded a deemed dividend of approximately $2.8 million related to the price reset of the Class D, Class G, and Class H Common Stock Warrants, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision (see Note 9).

6. Preferred Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 5,000,000 shares of preferred stock, which may be issued as designated by the Board of Directors without stockholder approval. As of September 30, 2025, there were no shares of preferred stock issued and outstanding.

7. Common Stock

The Company is authorized under its articles of incorporation, as amended, to issue up to 500,000,000 shares of common stock, par value $0.001 per share.

Common Stock ~~Issuance~~Issuances during the year ended December 31, 2024

On January 29, 2024, the Company issued 71 shares of common stock for alternative cashless exercises of Class C Common Stock Warrants.

On August 22, 2024, the Company issued 2,104 shares of common stock for a cash exercise of Class D Common Stock Warrants for which the Company received total net cash proceeds of $0.2 million.

During 2024 the Company issued a total of 166,405 shares of ~~its~~ common stock in connection with multiple financings, for which the Company received total net cash proceeds of $12.6 million.

Common Stock ~~Issuance~~Issuances during the ~~six~~nine months ended ~~June~~September 30, 2025

Between January 17, 2025 and March 31, 2025 the Company issued 127,669 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

On February 11, 2025, the Company issued 19,529 shares of common stock for RSA grants to employees and directors.

On May 29, 2025, the Company issued 225,000 shares of ~~its~~ common stock in connection with the May 2025 Public Offering., ~~The~~for which the Company received net cash proceeds of $3.4 million.

Between May 29, 2025 and June 3, 2025 the Company issued 988,334 shares of common stock for cash exercises of pre-funded common stock warrants issued in the May 2025 Public Offering with a total purchase price of $297.

AsDuring ofJuly ~~June 30,~~ 2025 ~~and December 31~~, ~~2024,~~the ~~1,534,637~~Company ~~and~~issued ~~174~~165,~~104~~000 shares of common stock ~~were~~for ~~issued~~cash ~~and~~exercises ~~outstanding,~~of ~~respectively.~~Class AsH ofCommon ~~June~~Stock 30Warrants, ~~2025,~~for nowhich ~~cash~~the ~~dividends~~Company ~~have~~received ~~been~~net ~~declared~~proceeds orof ~~paid~~$363,000.

The total shares of common stock reserved for issuance are summarized as follows:

	June 30,2025		June 30,2024
Public Warrants (exercise price of $579,600.00 per share)		209		209
Class A Common Stock Warrants (exercise price of $165,816.00 per share)		52		52
Class A Common Stock Placement Agent Warrants (exercise price of $165,816.00 per share)		8		8
Class B Common Stock Warrants (exercise price of $30,240.00 per share)		166		166
Class B Common Stock Placement Agent Warrants (exercise price of $37,800.00 per share)		12		12
Class C Common Stock Warrants (exercise price of $3.30 per share)		162		162
Class D Common Stock Warrants (exercise price of $3.30 per share)		1,687		56,875
Class E Common Stock Warrants (exercise price of $48.00 per share)		21,502		—
Class F Common Stock Warrants (exercise price of $48.00 per share)(1)		41,668		—
Class G Common Stock Warrants (exercise price of $3.30 per share)		1,847,273		—
Class H Common Stock Purchase Warrants (exercise price of $3.30 per share)		4,853,334		—
Rollover Warrants (exercise price of $135,212.18 per share)		1		1
Rollover RSU awards outstanding		1		2
Stock Options outstanding (minimum exercise price of $1,713.60)		17		17
Shares reserved for issuance		6,766,092		57,504
Shares available for future stock grants under the 2021 Equity Incentive Plan		32,627		3,383
Total common stock reserved for issuance		6,798,719		60,887

(1) 41,668 shares via the alternative cashless exercise and 20,834 shares via cash exercise

On August 18, 2025, the Company issued 41,668 shares of common stock for alternative cashless exercises of Class F Common Stock Warrants.

The Company received net cash proceeds of $8.7 million, which is net of $0.9 million of issuance costs, in connection with the Class H Warrant Inducement, in which an aggregate of 4,355,000 shares of common stock will be issued. As of September 30, 2025, 1,844,666 of these shares were issued and the remaining 2,510,334 shares are being held in abeyance (see Note 5).

As of September 30, 2025 and December 31, 2024, 3,585,972 and 174,104 shares of common stock were issued and outstanding, respectively. As of September 30, 2025, no cash dividends have been declared or paid.

The total shares of common stock reserved for issuance are summarized as follows:


	September 30, 2025		September 30, 2024
Public Warrants (exercise price of $579,600.00 per share)		209		209
Class A Common Stock Warrants (exercise price of $165,816.00 per share)		52		52
Class A Common Stock Placement Agent Warrants (exercise price of $165,816.00 per share)		8		8
Class B Common Stock Warrants (exercise price of $30,240.00 per share)		166		166
Class B Common Stock Placement Agent Warrants (exercise price of $37,800.00 per share)		12		12
Class C Common Stock Warrants (exercise price of $1.55 per share)		162		162
Class D Common Stock Warrants (exercise price of $1.55 per share)		1,687		1,687
Class E Common Stock Warrants (exercise price of $48.00 per share)		21,502		106,170
Class G Common Stock Warrants (exercise price of $1.55 per share)		3,932,943		—
Class H Common Stock Warrants (exercise price of $1.55 per share)(1)		2,843,668		—
Class I Common Stock Warrants (exercise price of $2.20 per share)		13,065,000		—
Rollover Warrants (exercise price of $135,212.18 per share)		1		1
Rollover RSU awards outstanding		—		2
Stock Options outstanding (minimum exercise price of $1,713.60)		12		17
Shares reserved for issuance		19,865,422		108,486
Shares available for future stock grants under the 2021 Equity Incentive Plan		810,532		3,383
Total common stock reserved for issuance		20,675,954		111,869


(1)	Includes 2,510,334 shares of common stock issuable in connection with the Class H Warrant Inducement that were held in abeyance as of September 30, 2025.

8. Stock-Based Compensation

2021 Equity Incentive Plan

In January 2022, the Board of Directors and the Company’s stockholders adopted the 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan is administered by the Board of Directors. Vesting periods and other restrictions for grants under the 2021 Plan are determined at the discretion of the Board of Directors. Grants to employees, officers, directors, advisors, and consultants of the Company typically vest immediately, within one or within four years. In addition, the number of shares of stock available for issuance under the 2021 Plan will be automatically increased on the first day of each quarter by 10% of the aggregate number of fully diluted shares of our common stock from the last day of the preceding quarter to the first day of the current quarter or such lesser number as determined by our board of directors (the “Evergreen”). As of September 30, 2025, the number of shares of common stock approved for issuance under the 2021 Plan is 830,073 shares.

On January 1, 2025, the number of shares of common stock available under the 2021 Plan increased to 52,173 as per the Evergreen in the 2021 Plan.

Under the 2021 Plan, stock options and stock appreciation rights are granted at exercise prices determined by the Board of Directors which cannot be less than 100% of the estimated fair market value of the common stock on the grant date. Incentive stock options granted to any stockholders holding 10% or more of the Company's equity cannot be granted with an exercise price of less than 110% of the estimated fair market value of the common stock on the grant date and such options are not exercisable after five years from the grant date.

As of June 30, 2025, there were 32,627 shares available for future grants under the 2021 Plan.

Restricted Stock Units

As of ~~June 30, 2025 and~~ December 31, 2024, the Company had a total of ~~1 and~~ 2 Rollover restricted stock unit (“RSU”) awards for shares of common stock outstanding~~, respectively~~. During the ~~six~~three and nine months ended ~~June~~September 30, 2025, the Company issued 1 ~~share~~and 2 shares of common stock for 1 and 2 Rollover ~~RSU~~RSUs, respectively. As of ~~June~~September 30, 2025, 1there are no Rollover RSU ~~award~~awards ~~is fully vested but unissued and converts to one share of common stock~~outstanding.

Restricted Stock Awards

On February 11, 2025, there were 19,529 ~~RSAs~~restricted ~~were~~stock awards (“RSAs”) granted to employees and the Board of Directors, which ~~resulted~~had in a fair value of $0.2 million ~~of stock-~~based ~~compensation expense based~~ on the Company’s stock price on the date of grant. The awards were granted from shares available under the 2021 Plan, with 1819,~~926~~228 shares ~~vesting~~fully vested on the date of grant and the remaining ~~302~~301 shares vesting on February 11, 2026.

Stock Options

The Company has granted stock options, all of which have fully vested in prior periods. Stock options have a maximum term of ~~3 or~~ 10 years. There were no stock options granted during the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024. During the three and nine months ended September 30, 2025 there were 5 stock options that were cancelled. As of ~~June~~September 30, 2025, the Company had 1712 stock options outstanding and exercisable, with aan ~~weighted average~~ exercise price of $51,~~763.39~~714, and a weighted average remaining contractual term of 7.05 years. There was no unrecognized compensation expense related to the outstanding stock options as of ~~June~~September 30, 2025.

1011

Stock-Based Compensation Expense

For the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded stock-based compensation expense for the periods indicated as follows:

	Three Months EndedJune 30,				Six Months EndedJune 30,
	Three Months EndedSeptember 30,				Nine Months EndedSeptember 30,
	2025		2024		2025		2024
General and administrative:
RSA awards	$	~~582~~583	$	—	$	~~189~~190,~~930~~513	$	—
RSU awards		—		22,~~382~~384		—		4467,~~765~~149
Stock Options		—		7,~~217~~215		—		1421,~~432~~647
General and administrative stock-based compensation expense		~~582~~583		29,599		~~189~~190,~~930~~513		5988,~~197~~796
Research and development:
RSA awards		291		—		34,~~398~~689		—
RSU awards		—		1,898		—		35,~~796~~694
Stock Options		—		598		—		1,~~196~~794
Research and development stock-based compensation expense		291		2,496		34,~~398~~689		47,~~992~~488
Total stock-based compensation expense	$	~~873~~874	$	32,095	$	~~224~~225,~~328~~202	$	6496,~~189~~284

As of ~~June~~September 30, 2025, there was approximately $21,~~600~~500 of unrecognized stock-based compensation expense related to RSA grants., ~~The~~which ~~unrecognized stock-based compensation expense~~ is expected to be recognized over the next ~~three~~two quarters ~~for the RSA grants~~.

9. Warrants

Class C Common Stock Warrants

As of ~~June~~September 30, 2025, the Company has 232,360 outstanding Class C Common Stock Warrants to purchase up to 162 shares of common stock with aan exercise price of $31.3055, which expire on February 14, 2028. The Class C Common Stock Warrants, which were issued in 2023, are treated as a liability due to ~~the~~an alternative cashless exercise ~~for~~provision 0that precludes the Class C Common Stock Warrants from being considered indexed to the Company’s stock.4 As ~~shares~~of September 30, 2025 and December 31, 2024, the fair value of ~~common~~the ~~stock~~Class ~~per~~C ~~warrant~~Common Stock Warrants was insignificant.

As of June 30, 2025 and December 31, 2024, the fair value of the Class C Common Stock Warrants was $786 and $2,246, respectively, using a Black-Scholes model and Monte-Carlo simulation model as of June 30, 2025 and December 31, 2024, respectively.

Class D Common Stock Warrants

As of ~~June~~September 30, 2025, the Company had Class D Common Stock Warrants outstanding to purchase up to 1,687 shares of common stock with an initial exercise price of $48.00, which were issued in connection with the February 2024 Public Offering (see Note 5). The warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right and expire on February 5, 2029. The Class D Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $6.3 million and included in the issuance costs of the offering ~~and treated as equity~~. As part of the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $48.00 to $11.28. The exercise price was further reset to $3.30 on May 29, 2025 as a result of the down-round provision in the Class D Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5 above). The impact of the down-round trigger for the Class D Common Stock Warrants was not significant to the Company’s condensed consolidated financial statements for the three and six months ended June 30, 2025.

The fair value of the Class D Common Stock Warrants ~~were~~upon ~~originally~~issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility	100	%
Expected term (years)	5.00
Risk-free interest rate	4.20	%
Expected dividend yield	0.0	%

1112

As a result of exercise price adjustments triggered by the reverse stock split on January 28, 2025, the exercise price of the Class D Common Stock Warrants was reset from $48.00 to $11.28. The exercise price was further reset to $3.30 on May 29, 2025 due to the down-round provision triggered by instruments sold in the May 2025 Public Offering (see Note 5). Additionally, the exercise price was reset to $2.20 as a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, and then reset to $1.55 on September 10, 2025, as a result of the down-round provision triggered by instruments sold in the Class H Warrant Inducement (see Note 5). The impact of the down-round triggers for the Class D Common Stock Warrants were not significant to the Company’s condensed consolidated financial statements for the three and nine months ended September 30, 2025.

Class E Common Stock Warrants

On August 22, 2024, in connection with the Class D Warrant Inducement (see Note 5), the Company issued Class E Common Stock Warrants to purchase up to 106,170 shares of common stock at an exercise price of $48.00 per share~~, valued on the Class D Warrant Inducement date in the aggregate at $4~~.9 ~~million and included in the issuance costs of the warrant inducement and are treated as equity.~~ The Class E Common Stock Warrants were exercisable immediately upon issuance, provide for a cash or cashless exercise right, and expire on August 22, 2029. InThe ~~connection with the~~ Class E ~~Warrant~~Common ~~Inducement~~Stock ~~(see~~Warrants, ~~Note~~which ~~5),~~are ~~84,668~~classified ofas ~~these~~equity ~~warrants~~instruments, were ~~exercised.~~valued Ason ofthe ~~June~~issuance ~~30,~~date ~~2025,~~in ~~there~~the ~~are~~aggregate ~~21,502~~at ~~Class~~$4.9 Emillion ~~Common~~and ~~Stock~~included ~~Warrants~~in ~~outstanding~~the toissuance ~~purchase~~costs ~~21,502 shares~~ of ~~common~~the ~~stock~~warrant inducement.

The fair value of the Class E Common Stock Warrants ~~were~~upon issuance was estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility	95	%
Expected term (years)	5.00
Risk-free interest rate	3.77	%
Expected dividend yield	0.0	%

In connection with the Class E Warrant Inducement (see Note 5), 84,668 of the Class E Common Stock Warrants were exercised. As of September 30, 2025, there are 21,502 Class E Common Stock Warrants outstanding to purchase 21,502 shares of common stock.

Class F Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement, (see Note 5), the Company issued Class F Common Stock Warrants to purchase up to 84,668 shares of common stock at an initial exercise price of $48.00 per share. The Class F Common Stock Warrants ~~have~~were exercisable for a period of two years from January 17, 2025, which was the date of stockholder approval. The Class F Warrants had an alternative cashless exercise provision that ~~allows~~allowed the holder to receive two shares of common stock without payment of the exercise price. The ~~Company valued the~~ Class F Common Stock Warrants, which were classified as equity instruments, were valued on the issuance date, based on the alternative cashless exercise provision, at $4.1 million, which was included in the issuance costs of the warrant inducement ~~and are treated as equity~~. ~~The~~During ~~Class F Common Stock Warrants are exercisable for a period of two years from January 17, 2025, which was~~ the ~~date~~nine ofmonths ~~stockholder~~ended ~~approval.~~September ~~As of June~~ 30, 2025, the Company received alternative cashless exercise notices for ~~63,835~~all of its Class F Common Stock Warrants, resulting in the issuance of ~~127~~169,~~669~~337 shares of common stock,. As ~~with~~of 20September 30,~~834~~ 2025, there are no Class F Common Stock Warrants outstanding.

Class G Common Stock Warrants

On December 3, 2024, in connection with the Class E Warrant Inducement (see Note 5), the Company issued Class G Common Stock Warrants to purchase up to 127,001 shares of common stock at an initial exercise price of $48.00 per share. The Class G Common Stock Warrants are subject to customary anti-dilution adjustments, ~~valued~~and onupon such an event, including a reverse stock split, if the ~~issuance~~lowest daily volume weighted average price (“VWAP”) during the period commencing five trading days preceding the event and ending after five trading days commencing on the date inof the ~~aggregate~~event atis ~~$2.1~~less ~~million,~~than ~~which~~the ~~was~~exercise ~~included~~price of the Class G Common Stock Warrants then in effect, then the ~~issuance~~exercise ~~costs~~price will be reduced to the lowest VWAP during such period. Upon any adjustment to the exercise price of the ~~warrant~~Class ~~inducement~~G ~~and~~Common ~~are~~Stock ~~treated~~Warrants, asthe ~~equity~~number of shares issuable upon exercise will be proportionately adjusted such that the aggregate proceeds will remain unchanged. The Class G Common Stock Warrants are exercisable for a period of five years from January 17, 2025, which was the date of stockholder approval. AsThe ~~part~~Class ofG ~~the~~Common ~~reverse~~Stock ~~stock~~Warrants, ~~split~~which onare ~~January~~classified ~~28,~~as ~~2025~~equity instruments, ~~common~~were ~~stock~~valued ~~underlying~~on the ~~Class~~issuance Gdate ~~Common~~in ~~Stock~~the ~~Warrants~~aggregate ~~was~~at ~~adjusted~~$2.1 ~~from 127~~million,~~001~~ ~~shares~~which ofwas ~~common~~included ~~stock~~in tothe ~~540,488~~issuance ~~shares~~costs of ~~common stock and~~ the ~~exercise~~warrant ~~price was reset from $48~~inducement.~~00 to $11.28.~~

OnThe ~~May~~fair ~~29,~~value ~~2025, as a result~~ of the ~~down-round provision in the~~ Class G Common Stock Warrants ~~triggered~~upon byissuance ~~instruments sold in the May 2025 Public Offering (see Note 5 above), the Class G Common Stock Warrants were reset to an exercise price of $3.30 per warrant, and there~~ was aestimated corresponding increase in the common stock underlying the Class G Common Stock Warrants to 1,847,273 shares. The Company recorded a deemed dividend of approximately $3.2 million, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using ~~an exercise price of $11.28 per share and an exercise price of $3.30 per share. As~~ the ~~Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid~~Black-inScholes ~~capital,~~option ~~resulting~~pricing inmodel awith ~~net impact of zero to additional paid-in capital in~~ the ~~accompanying~~following ~~condensed~~assumptions: ~~consolidated balance sheet.~~

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $11.28 per share and $3.30 per share were $2.12 per warrant share and $2.34 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	100	%
Expected term (years)	5.00
Risk-free interest rate	4.38	%
Expected dividend yield	0.0	%

The reverse stock split on January 28, 2025 triggered an exercise price adjustment per the terms of the Class G Common Stock Warrants, which resulted in a reduction to the exercise price from $48.00 to $11.28 and a simultaneous increase in the number of shares issuable upon exercise from 127,001 shares to 540,488 shares.

On May 29, 2025 as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the May 2025 Public Offering (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $3.30 per share, and there was a proportional increase in the shares of common stock underlying the Class G Common Stock Warrants to 1,847,273 shares. The Company recorded a related deemed dividend of approximately $3.2 million during the nine months ended September 30, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $11.28 per share and an exercise price of $3.30 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on May 29, 2025, with an exercise price of $11.28 per share and $3.30 per share were $2.12 per warrant share and $2.34 per warrant share, respectively, and were estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	4.64
Risk-free interest rate	4.00	%
Expected dividend yield	0.0	%

12As a result of the exercise price adjustment triggered by the reverse stock split on July 7, 2025, the exercise price was reset to $2.20 and the number of shares of common stock underlying the Class G Common Stock Warrants was proportionally increased from 1,847,273 shares to 2,770,938 shares.

On September 10, 2025, as a result of the down-round provision in the Class G Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the exercise price of the Class G Common Stock Warrants was reset to $1.55 per share, and there was a corresponding increase in the number of shares of common stock underlying the Class G Common Stock Warrants to 3,932,943 shares. The Company recorded a related deemed dividend of approximately $2.8 million during the three and nine months ended September 30, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $2.20 per share and an exercise price of $1.55 per share. As the Company has an accumulated deficit, the deemed dividend was recorded as a reduction in additional paid-in capital, resulting in a net impact of zero to additional paid-in capital in the accompanying condensed consolidated balance sheet.

The fair values of the Class G Common Stock Warrants on September 10, 2025, with an exercise price of $2.20 per share and $1.55 per share were $2.24 per warrant share and $2.28 per warrant share, respectively, and was estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	155	%
Expected term (years)	4.36
Risk-free interest rate	3.53	%
Expected dividend yield	0.0	%

Class H Common Stock Warrants

On May 29, 2025 in connection with the May 2025 Public Offering (see Note 5), the Company issued Class H Common Stock Warrants to purchase up to 4,853,334 shares of common stock at an initial exercise price of $3.30 per share. The Class H Common Stock Warrants are subject to customary anti-dilution adjustments, ~~valued~~and onupon such an event, including a reverse stock split, if the ~~issuance~~lowest ~~date~~daily inVWAP during the ~~aggregate~~period atcommencing ~~$11.5~~five ~~million,~~trading ~~which~~days ~~was~~immediately ~~included~~preceding inand five trading dates immediately following the ~~issuance~~date ~~costs~~of the event is less than the exercise price of the ~~warrant~~Class ~~inducement~~H ~~and~~Common ~~are~~Stock ~~treated~~Warrants asthen ~~equity.~~in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class H Common Stock Warrants are exercisable for a period of five years from June 23, 2025, which was the date of shareholder approval. The Class H Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $11.5 million, which was included in the issuance costs of the warrant inducement.

The fair value of the Class H Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the following assumptions:

Volatility	148	%
Expected term (years)	5
Risk-free interest rate	4.00	%
Expected dividend yield	0.0	%


Volatility	148	%
Expected term (years)	5.00
Risk-free interest rate	4.00	%
Expected dividend yield	0.0	%

As a result of exercise price adjustments triggered by the reverse stock split on July 7, 2025, the exercise price of the Class H Common Stock Warrants was reset to $2.20.

On September 10, 2025, as a result of the down-round provision in the Class H Common Stock Warrants triggered by instruments sold in the Class H Warrant Inducement (see Note 5), the Class H Common Stock Warrants were reset to an exercise price of $1.55 per warrant. The Company recorded a related deemed dividend of approximately $13,000 during the three and nine months ended September 30, 2025, which represents the incremental fair value of the outstanding warrants as a result of the down-round provision and is measured as the difference between the warrants’ fair value using an exercise price of $2.20 per share and an exercise price of $1.55 per share, which resulted in a fair value of $2.24 per warrant share and $2.28 per warrant share, respectively.

As of September 30, 2025, there are 1,000,000 Class H Common Stock Warrants outstanding to purchase 333,334 shares of common stock.

Class I Common Stock Warrants

On September 11, 2025 in connection with the Class H Warrant Inducement (see Note 5), the Company issued 13,065,000 Class I Common Stock Warrants to purchase up to 13,065,000 shares of common stock at an initial exercise price of $2.20 per share. The Class I Common Stock Warrants are subject to customary anti-dilution adjustments, and upon such an event, including a reverse stock split, if the lowest daily VWAP during the period commencing five trading days immediately preceding and five trading dates immediately following the date of the event is less than the exercise price of the Class I Common Stock Warrants then in effect, then the exercise price will be reduced to the lowest VWAP during such period. The Class I Common Stock Warrants are exercisable for a period of five years from the date of shareholder approval. The Class I Common Stock Warrants, which are classified as equity instruments, were valued on the issuance date in the aggregate at $23.7 million, which was included in the issuance costs of the warrant inducement.

The fair value of the Class I Common Stock Warrants upon issuance were estimated using the Black-Scholes option pricing model with the following assumptions:


Volatility	148	%
Expected term (years)	5.00
Risk-free interest rate	3.59	%
Expected dividend yield	0.0	%

10. Income Taxes

The quarterly provision for or benefit from income taxes is computed based upon the estimated annual effective tax rate and the year-to-date pre-tax loss and other comprehensive loss. The Company did not record a provision or benefit for income taxes during the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively.

For the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, the Company recorded non-taxable income of $12,~~460~~071 and less than $0.1 million, respectively, related to a change in the fair value of a warrant liability. The Company incurred taxable losses in 2024 and projects further taxable losses for 2025. The Company did not record a benefit from income taxes because, based on evidence involving its ability to realize its deferred tax assets, the Company recorded a full valuation allowance against its deferred tax assets.

~~See~~On ~~“Subsequent~~July ~~Events”~~4, ~~below~~2025, ~~for information on~~ the ~~recent~~ One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the ~~potential~~international ~~impacts~~tax ~~thereof~~framework ~~(see~~and ~~Note~~the ~~12)~~restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on its consolidated financial statements, which are expected to be immaterial.

1315

11. Segment Information

ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate discrete financial information is available that is evaluated regularly by the chief operating decision maker (“CODM”) in deciding how to allocate resources and in assessing performance. The Company and the Company’s CODM view the Company’s operations and manage its business on the basis of one reportable segment, which is focused on the prevention and treatment of disease by developing and commercializing therapeutics that modulate the innate immune system.

The CODM of the Company is the Chief Executive Officer. The CODM assesses the performance of the Company and decides how to allocate resources based upon consolidated net loss that is also reported within the condensed consolidated statements of operations. The measure of segment assets that is reviewed by the CODM is reported within the condensed consolidated balance sheets as consolidated total assets. The CODM uses consolidated net loss to monitor period-over-period results and decides where to allocate and invest additional resources within the business to continue growth. The following is a summary of the significant expense categories and consolidated net loss details provided to the CODM:

	Three Months EndedJune 30,						Six Months EndedJune 30,
	Three Months EndedSeptember 30,						Nine Months EndedSeptember 30,
	2025			2024			2025			2024
Segment operating expenses:
Research and development:
GEM-AKI, GEM-CKD and GEM-PSI clinical study expenses	$	(~~961~~572,~~428~~250	)	$	(~~967~~498,~~577~~923	)	$	(12,~~432~~004,~~005~~255	)	$	(1,~~300~~950,~~802~~421	)
Other expenses(1)		(2024,~~570~~897	)		(~~112~~22,~~180~~447	)		(4469,~~183~~080	)		(~~201~~72,~~195~~946	)
Personnel expenses (including stock-based compensation)		(~~335~~325,~~982~~710	)		(~~315~~309,~~172~~611	)		(~~700~~1,~~622~~026,332	)		(~~610~~920,~~514~~125	)
General and administrative		(1,~~143~~020,~~249~~154	)		(1965,~~127,468~~705	)		(23,~~379~~399,~~406~~559	)		(23,~~312~~277,~~024~~729	)
Change in fair value of warrant liability		44611			46,~~416~~041			12,~~460~~071			7278,~~843~~884
Other income (expense), net(2)		1635,~~803~~224			(5450,~~871,838~~920	)		5994,~~289~~512			(67,~~719~~170,~~560~~480	)
Net loss	$	(21,~~444~~907,~~382~~176	)	$	(82,~~389~~241,~~819~~565	)	$	(46,~~495~~402,~~467~~643	)	$	(1113,~~071~~312,~~252~~817	)

(1)

Other research and development expenses primarily consist of facilities charges, third party consultant costs, costs related to other product candidates, and other unallocated costs.

(2)

~~Clinical~~Interest ~~trial~~income ~~related~~from ~~settlement~~our ~~expenses~~cash ~~with~~balances ~~A-IR~~in ~~Clinical~~savings ~~Research~~accounts ~~Ltd.,~~and foreign currency transaction gains and losses ~~and~~in ~~interest~~2025. ~~income~~In ~~from~~2024 ~~our~~this ~~cash~~also ~~balances~~included inLifeSci ~~savings~~judgment ~~accounts~~expense, clinical trial related settlement expenses with A-IR Clinical Research Ltd., and deferred underwriting commissions.

12. Subsequent Events

2021 Equity Plan Stock Increase

On ~~June~~October 23, 2025 at the annual meeting of stockholders, the stockholders’ approved an amendment to the Evergreen in the 2021 Equity Plan which amends the Evergreen from annual increases to quarterly increases. Subsequently, on July 1, 2025, the number of shares of common stock available under the 2021 Plan increased to ~~830~~2,~~073~~345,139 shares as per the Evergreen in the 2021 Plan.

~~One~~Abeyance ~~Big Beautiful Bill Act~~Shares

OnDuring ~~July~~October 42025, ~~2025~~1,346,000 ~~the~~shares ~~One~~of ~~Big~~common ~~Beautiful~~stock ~~Bill~~that ~~Act~~were ~~(OBBBA)~~held ~~was enacted~~ in ~~the~~abeyance ~~U.S. The OBBBA includes significant provisions, such~~ as ~~the permanent extension~~ of ~~certain~~September ~~expiring~~30, ~~provisions of the Tax Cuts and Jobs Act~~2025, ~~modifications~~related to the ~~international~~Class ~~tax~~H ~~framework~~Warrant ~~and~~Inducement, ~~the~~were ~~restoration~~released ofto ~~favorable~~the ~~tax~~holders ~~treatment~~(see ~~for~~Notes ~~certain~~5 ~~business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025~~ and ~~others implemented through 2027~~9). ~~The Company is currently assessing its impact on its consolidated financial statements, which are expected to be immaterial.~~

~~July~~Restricted ~~2025 Reverse~~ Stock ~~Split~~Awards Granted

On ~~June~~October 2329, 2025, ~~the~~there ~~stockholders’~~were ~~approved~~an aaggregate ~~proposal~~of ~~that~~992,165 ~~allows~~RSAs ~~the~~granted ~~Company~~ to ~~effect~~employees ~~one~~and ormembers ~~more~~of ~~reverse~~the ~~stock~~Board ~~splits~~of ~~with~~Directors. The aawards ~~combined~~were ~~ratio~~granted from ~~one-for-two~~shares upavailable tounder ~~one-for-250~~the ~~over~~2021 Plan, and 796,853 of the ~~next~~awards ~~twelve~~vest ~~months~~quarterly over one year from the date of ~~approval.~~grant, ~~Subsequently~~and the remaining 195,312 awards vest 100% on ~~July~~January 728, ~~2025~~2026. The ~~the~~awards ~~Company~~had ~~effected~~ a fair value of $1~~-for-~~.3 ~~reverse~~million, based on the Company’s stock ~~split~~price on the date of grant.

As a result of the July 7, 2025 reverse stock split, the exercise prices of the Class C Common Stock Warrants, Class D Common Stock Warrants, Class G Common Stock Warrants and Class H Common Stock Warrants were adjusted from $3.30 to $2.20. The number of shares underlying the Class G Common Stock Warrants was also adjusted from 1,847,273 shares to 2,770,938 shares.16

Class H Common Stock Warrant Exercises

During July 2025, the Company received notices of cash exercise for 495,000 Class H Common Stock Warrants issued in connection with the May 2025 Public offering, resulting in the issuance of 165,000 shares of common stock at a total purchase price of $363,000.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion of our financial condition and results of operations in conjunction with our audited financial statements and the notes included elsewhere in this Form 10-K. The following discussion contains forward-looking statements that involve certain risks and uncertainties. Our actual results could differ materially from those discussed in these statements. Factors that could cause or contribute to these differences include those discussed below and elsewhere in this Form 10-Q, the Company’s Form 10-K for the fiscal year ended December 31, 2024 and in the Company’s registration statements filed under the Securities Act of 1933, as amended, particularly under the “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements and Risk Factors Summary” sections.

Overview

Revelation is a clinical-stage life science company that is focused on rebalancing inflammation to optimize health using its proprietary formulation Gemini. We are developing a pipeline of potential high-value products based on Gemini. Gemini is our proprietary formulation of PHAD an established TLR4 agonist that can stimulate the human body’s innate immune response to prevent and treat disease. Our current Gemini based programs consist of: GEM-AKI, which is being developed as a potential therapy for the ~~prevention and~~ treatment of acute kidney injury; GEM-CKD, which is being developed as a potential therapy for the ~~prevention and~~ treatment of chronic kidney disease; GEM-PSI, which is being developed for the prevention and treatment of post surgical infection; and GEM-PBI as a prevention of infection in severe burn patients requiring hospitalization (together the “Product Candidates”).

Since our inception, we have devoted substantially all of our resources to organizing and staffing our Company, business planning, raising capital, and research and development of the Product Candidates.

We have funded our operations since our inception to ~~June~~September 30, 2025 through the issuance and sale of our capital stock, from which we have raised net proceeds of $6069.2 million. Our current cash and cash equivalents balance will not be sufficient to complete all necessary product development or future commercialization efforts. We anticipate that our current cash and cash equivalents balance will not be sufficient to sustain operations within one-year after the date that our ~~audited~~unaudited condensed consolidated financial statements for ~~June~~September 30, 2025 were issued, which raises substantial doubt about our ability to continue as a going concern.

We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

We have incurred recurring losses since our inception, including a net loss of $46.54 million for the ~~six~~nine months ended ~~June~~September 30, 2025 and $1113.13 million for the ~~six~~nine months ended ~~June~~September 30, 2024. As of ~~June~~September 30, 2025 we had an accumulated deficit of $4546.09 million. We expect to continue to generate operating losses and negative operating cash flows for the foreseeable future if and as we:

•

continue the research and development of our product candidates;

•

initiate clinical studies for, or preclinical development of, our product candidates;

•

further develop and refine the manufacturing processes of our product candidates;

•

change or add manufacturers or suppliers of product candidate materials;

•

seek regulatory and marketing authorizations for any of our product candidates that successfully complete development;

•

acquire or license other product candidates, technologies or biological materials;

•

make milestone, royalty or other payments under future license agreements;

•

obtain, maintain, protect and enforce our intellectual property portfolio;

•

seek to attract and retain new and existing skilled personnel;

•

create additional infrastructure to support our operations as a public company and incur increased legal, accounting, investor relations and other expenses; and

•

experience delays or encounter issues with any of the above.

Our net losses may fluctuate significantly from quarter-to-quarter and year-to-year, depending on the timing of our clinical studies and our expenditures on other research and development activities.

1617

We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. Accordingly, until such time as we can generate significant revenue from sales of Product Candidates or other product candidates, if ever, we expect to finance our cash needs through a combination of public or private equity offerings, debt financings or other capital sources, including potential collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or at all. Our failure to raise capital or enter into such other arrangements when needed would have a negative impact on our financial condition and could force us to delay, limit, reduce or terminate our product development or future commercialization efforts or grant rights to develop and market product candidates that we would otherwise prefer to develop and market ourselves.

Recent Developments

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (OBBBA) was enacted in the U.S. The OBBBA includes significant provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company is currently assessing its impact on its consolidated financial statements, which are expected to be immaterial.

Reverse Stock Splits

On January 28, 2025, the Company effected a 1-for-16 reverse stock split of our outstanding shares of common stock, which had been approved at a special meeting of stockholders. Additionally, on July 7, 2025, the Company effected the approved 1-for-3 reverse stock split of our shares of common stock.

Research and Development

Research and development expenses consist primarily of costs incurred for the development of our product candidates. Our research and development expenses consist primarily of external costs related to clinical development, costs related to contract research organizations, costs related to consultants, costs related to acquiring and manufacturing clinical study materials, costs related to contract manufacturing organizations and other vendors, costs related to the preparation of regulatory submissions, costs related to laboratory supplies and services, and personnel costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in research and development efforts.

We expense all research and development expenses in the periods in which they are incurred. We accrue for costs incurred as the services are being provided by monitoring the status of specific activities and the invoices received from our external service providers. We adjust our accrual as actual costs become known.

We expect our research and development expenses to increase substantially for the foreseeable future as we continue the development of Product Candidates and continue to invest in research and development activities. The process of conducting the necessary clinical research and product development to obtain regulatory approval is costly and time consuming, and the successful development of Product Candidates and any future product candidates is highly uncertain. To the extent that our product candidates continue to advance into larger and later stage clinical studies, our expenses will increase substantially and may become more variable.

The actual probability of success for Product Candidates or any future product candidate may be affected by a variety of factors, including the safety and efficacy of our product candidates, investment in our clinical programs, manufacturing capability, regulatory and staffing developments at the FDA and competition with other products. As a result, we are unable to determine the timing of initiation, duration and completion costs of our research and development efforts or when and to what extent we will generate revenue from the commercialization and sale of Product Candidates or any future product candidate.

General and Administrative

Our general and administrative expenses consist primarily of personnel costs, expenses for outside professional services, including financial advisory, legal, human resource, audit and accounting services and consulting costs. Personnel and related costs consist of salaries, employee benefits and stock-based compensation for personnel involved in executive, finance and other administrative functions. We expect our general and administrative expenses to increase for the foreseeable future as we increase the size of our administrative function to support the growth of our business and support our continued research and development activities. We also anticipate increased expenses as we continue to operate as a public company, including increased expenses related to financial advisory services, audit, legal, regulatory, investor relations costs, director and officer insurance premiums associated with maintaining compliance with exchange listing and SEC requirements.

Other (Expense) Income, Net

Other (expense) income, net primarily consists of the change in fair value of warrant liability, clinical trial related settlement expenses with A-IR Clinical Research Ltd., foreign currency transaction gains and losses, interest expense and interest income from our cash balances in savings accounts.

Other Income (expense), Net

Other income (expense), net primarily consists of interest income from our cash balances in savings accounts, foreign currency transaction gains and losses, the change in fair value of warrant liability, and clinical trial related settlement expenses.

Results of Operations

The following table summarizes our results of operations for the periods presented:

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

Change

2025

2024

Change

Operating expenses:

Research and development

1922,~~317,980~~857

1830,~~394,929~~981

~~(76~~91,~~949~~876

)

23,~~176~~099,~~810~~667

2,~~112~~943,~~511~~492

64156,~~299~~175

General and administrative

1,~~143~~020,~~249~~154

1965,~~127,468~~705

1554,~~781~~449

23,~~379~~399,~~406~~559

23,~~312~~277,~~024~~729

67121,~~382~~830

Total operating expenses

21,~~461~~943,~~229~~011

21,~~522~~796,~~397~~686

~~(61~~146,~~168~~325

)

46,~~556~~499,~~216~~226

46,~~424~~221,~~535~~221

~~131~~278,~~681~~005

Loss from operations

(21,~~461~~943,~~229~~011

)

(21,~~522~~796,~~397~~686

)

61(146,~~168~~325

)

(46,~~556~~499,~~216~~226

)

(46,~~424~~221,~~535~~221

)

(~~131~~278,~~681~~005

)

Total other income (expense), net

1635,~~847~~835

(5444,~~867,422~~879

)

5480,~~884,269~~714

6096,~~749~~583

(67,~~646~~091,~~717~~596

)

67,~~707~~188,~~466~~179

Net loss

(21,~~444~~907,~~382~~176

)

(82,~~389~~241,~~819~~565

)

5334,~~945,437~~389

(46,~~495~~402,~~467~~643

)

(1113,~~071~~312,~~252~~817

)

6,~~575~~910,~~785~~174

Research and Development Expenses

The following table summarizes our research and development expenses for the periods presented:

Three Months EndedJune 30,

Six Months EndedJune 30,

Three Months EndedSeptember 30,

Nine Months EndedSeptember 30,

2025

2024

Change

2025

2024

Change

GEM-AKI, GEM-CKD and GEM-PSI clinical study expenses

~~961~~572,~~428~~250

~~967~~498,~~577~~923

(673,~~149~~327

)

12,~~432~~004,~~005~~255

1,~~300~~950,~~802~~421

~~131~~53,~~203~~834

Other expenses

2024,~~570~~897

~~112~~22,~~180~~447

~~(91~~2,~~610~~450

)

4469,~~183~~080

~~201~~72,~~195~~946

(~~157~~3,~~012~~866

)

Personnel expenses (including stock-based compensation)

~~335~~325,~~982~~710

~~315~~309,~~172~~611

2016,~~810~~099

~~700~~1,~~622~~026,332

~~610~~920,~~514~~125

90106,~~108~~207

Total research and development expenses

1922,~~317,980~~857

1830,~~394,929~~981

~~(76~~91,~~949~~876

)

23,~~176~~099,~~810~~667

2,~~112~~943,~~511~~492

64156,~~299~~175

Research and development expenses ~~decreased~~increased by $0.1 million, from $10.48 million for the three months ended ~~June~~September 30, 2024 to $10.39 million for the three months ended ~~June~~September 30, 2025. The ~~decrease~~increase was primarily due to aan ~~decrease~~increase ofin ~~other~~clinical ~~research~~study ~~and~~expenses ~~development~~related ~~expenses~~to our Product Candidates.

Research and development expenses increased by $0.12 million, from $2.19 million for the ~~six~~nine months ended ~~June~~September 30, 2024 to $23.21 million for the ~~six~~nine months ended ~~June~~September 30, 2025. The increase was ~~primarily~~ due to increases in personnel expenses of $0.1 million ~~of clinical study expense~~ and $0.1 million of ~~personnel~~clinical study expenses, ~~offset~~related byto aour ~~decrease~~Product ~~of $0~~Candidates.1 ~~million of other research and development expenses.~~

General and Administrative Expenses

General and administrative expenses for the three months ended ~~June~~September 30, 2025 and 2024 were $1.10 million for ~~both~~each ~~periods~~period.

General and administrative expenses increased by $0.1 million, from $23.3 million for the ~~six~~nine months ended ~~June~~September 30, 2024 to $23.4 million for the ~~six~~nine months ended ~~June~~September 30, 2025. The increase was primarily due to ~~increases~~an increase of $0.1 million in ~~legal~~investor relations expense and ~~professional~~$0.1 million in consulting fees, offset by a reduction in personnel expenses.

Other Income (Expense) ~~Income~~, Net

Other income (expense) ~~income~~, net, was ~~expense~~income of less than $50.91 million for the three months ended ~~June~~September 30, ~~2024,~~2025 ~~primarily~~and related primarily to ~~the clinical trial related settlement expenses with A-IR Clinical Research Ltd., offset by~~ interest income from our cash balances in savings accounts. Other income (expense) ~~income~~, net, was ~~minimal~~expense of $0.4 million for the three months ended ~~June~~September 30, ~~2025.~~2024, primarily related to expense in connection with the deferred underwriting

Other (expense) income, net, was expense of $6.6 million for the six months ended June 30, 2024, primarily related to the change in fair value of the warrant liability, the clinical trial related settlement expenses with A-IR Clinical Research Ltd., foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts. Other (expense) income, net,

~~was income of $0.06 million for the six months ended June 30~~commissions, ~~2025,~~partially ~~primarily~~offset ~~related~~by to the change in fair value of the warrant liability, foreign currency transaction gains and losses, and interest income from our cash balances in savings accounts.

Other income (expense), net, was income of $0.1 million for the nine months ended September 30, 2025, primarily related to interest income from our cash balances in savings accounts and foreign currency transaction gains and losses. Other income (expense), net, was expense of $7.1 million for the nine months ended September 30, 2024, primarily related to the LifeSci judgment expense, including reimbursement of costs, the clinical trial related settlement expenses with A-IR Clinical Research Ltd, and expense in connection with the deferred underwriting commissions, offset by interest income from our cash balances in savings accounts.

Liquidity and Capital Resources

Since our inception to ~~June~~September 30, 2025, we have funded our operations from the issuance and sale of our common stock, preferred stock and warrants, from which we have raised net proceeds of $6069.2 million. As of ~~June~~September 30, 2025, we had available cash and cash equivalents of $512.27 million and an accumulated deficit of $4546.09 million.

Our use of cash is to fund operating expenses, which consist primarily of research and development expenditures related to our Product Candidates. We plan to increase our research and development expenses substantially for the foreseeable future as we continue the clinical development of our current and future product candidates. At this time, due to the inherently unpredictable nature of product development, we cannot reasonably estimate the costs we will incur and the timelines that will be required to complete development, obtain marketing approval, and commercialize our current product candidate or any future product candidates. For the same reasons, we are also unable to predict when, if ever, we will generate revenue from product sales or any future license agreements which we may enter into or whether, or when, if ever, we may achieve profitability. Clinical and preclinical development timelines, the probability of success, and development costs can differ materially from expectations. In addition, we cannot forecast the timing and amounts of milestone, royalty and other revenue from licensing activities, which future product candidates may be subject to future collaborations, when such arrangements will be secured, if at all, and to what degree such arrangements would affect our development plans and capital requirements.

We expect to continue to generate substantial operating losses for the foreseeable future as we expand our research and development activities. We will continue to fund our operations primarily through utilization of our current financial resources and through additional raises of capital.

To the extent that we raise additional capital through partnerships or licensing arrangements with third parties, we may have to relinquish valuable rights to our product candidates, future revenue streams or research programs or to grant licenses on terms that may not be favorable to us. If we raise additional capital through public or private equity offerings, the ownership interest of our then-existing stockholders will be diluted, and the terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures or declaring dividends. If we are unable to obtain adequate financing when needed, we may have to delay, reduce the scope of or suspend one or more of our clinical studies or preclinical studies, research and development programs or commercialization efforts or grant rights to develop and market our product candidates even if we would otherwise prefer to develop and market such product candidates ourselves.

Going Concern

We have incurred recurring losses since our inception, including a net loss of $46.54 million for the ~~six~~nine months ended ~~June~~September 30, 2025. As of ~~June~~September 30, 2025 we had an accumulated deficit of $4546.09 million, a stockholders’ equity of $311.80 million and available cash and cash equivalents of $512.27 million. We expect to continue to incur significant operating and net losses, as well as negative cash flows from operations, for the foreseeable future as we continue to complete all necessary product development or future commercialization efforts. We have never generated revenue and do not expect to generate revenue from product sales unless and until we successfully complete development and obtain regulatory approval for the Product Candidates or other product candidates, which we expect will not be for at least several years, if ever. We do not anticipate that our current cash and cash equivalents balance will be sufficient to sustain operations within one-year after the date that our audited financial statements for ~~June~~September 30, 2025 were issued, which raises substantial doubt about our ability to continue as a going concern.

To continue as a going concern, we will need, among other things, to raise additional capital resources. We plan to seek additional funding through public or private equity or debt financings. We may not be able to obtain financing on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of our stockholders. If we are unable to obtain funding we could be required to delay, reduce or eliminate research and development programs, product portfolio expansion or future commercialization efforts, which could adversely affect our business operations.

The unaudited condensed consolidated financial statements for ~~June~~September 30, 2025, have been prepared on the basis that we will continue as a going concern, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the possible inability for us to continue as a going concern.

Cash Flows

The following table summarizes our cash flows for the periods presented:

	Six Months EndedJune 30,
	Nine Months EndedSeptember 30,
	2025			2024
Net cash used in operating activities	$	(46,~~713~~302,~~688~~589	)	$	(514,~~316~~573,~~651~~635	)
Net cash used in investing activities		-			(1936,~~172~~860	)
Net cash provided by financing activities		312,~~388~~512,~~541~~060			59,~~417~~159,~~180~~846
Net (decrease) increase in cash and cash equivalents	$	(1,325,147	)	$	81,357
Net increase (decrease) in cash and cash equivalents	$	6,209,471		$	(5,450,649	)

Net Cash Used in Operating Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, net cash used in operating activities was $46.73 million, which consisted of a net loss of $46.54 million and a net change of $0.23 million comprised ofprimarily ~~the change in fair value~~ of ~~the warrant liability,~~ stock-based compensation expense and depreciation expense, offset by a net change of $0.52 million in our net operating assets and liabilities.

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used in operating activities was $514.36 million, which consisted of a net loss of $1113.13 million and a net change of $01.033 million ~~comprised of the change~~ in ~~fair value of the warrant liability, stock-based compensation expense and depreciation expense, offset by a net change of $5.7 million in~~ our net operating assets and liabilities.

Net Cash Used in Investing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, there was no net cash provided by or used in investing activities.

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash used in investing activities consisted of the purchase of lab equipment.

Net Cash Provided by Financing Activities

During the ~~six~~nine months ended ~~June~~September 30, 2025, net cash provided by financing activities was $312.45 million ~~from~~and was primarily due to the May 2025 Public Offering of $3.4 million and the Class H Warrant Inducement in September 2025 of $8.7 million.

During the ~~six~~nine months ended ~~June~~September 30, 2024, net cash provided by financing activities was $9.2 million from net proceeds of $5.4 million ~~from~~received in connection with the February 2024 Public Offering, $0.2 million received from exercises of the Class D Common Stock Warrants, and $3.5 million received in connection with the Warrant Inducement.

Contractual Obligations and Other Commitments

We enter into contracts in the normal course of business with third party service providers and vendors. These contracts generally provide for termination on notice and, therefore, are cancellable contracts and not considered contractual obligations and commitments. We believe that our non-cancelable obligations under these agreements are not material.

Off-Balance Sheet Arrangements

As of ~~June~~September 30, 2025, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

Quantitative and Qualitative Disclosure about Market Risk

We are exposed to market risks in the ordinary course of our business.

Critical Accounting Policies and Significant Judgments and Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with the generally accepted accounting principles in the United States (“GAAP”). The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions about future events that affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenue and expenses. These estimates and assumptions are based on management’s best estimates and judgment. Management regularly evaluates its estimates and assumptions using industry experience and other factors; however, actual results could differ materially from these estimates and could have an adverse effect on our consolidated financial statements. While our significant accounting policies are more fully described in the notes to our consolidated financial statements, we believe that the accounting policies discussed below are most critical to understanding and evaluating our historical and future performance.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition of results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and our principal financial officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, the effectiveness of our disclosure controls and procedures. Based on that evaluation of our disclosure controls and procedures as of ~~June~~September 30, 2025, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures as of such date are effective at the reasonable assurance level. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and our management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Our business is subject to various risks, including those described below and in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024.

Significant reductions in FDA staffing and changes in federal regulatory policy may delay or adversely affect the approval and commercialization of our product candidates.

Recent actions by the current administration, including substantial reductions in the workforce of the U.S. Food and Drug Administration (“FDA”), have created increased uncertainty regarding the timing and outcome of regulatory reviews for new drugs and biologics. These staffing cuts, which have affected key divisions responsible for the review of innovative therapies, may result in longer review times, missed milestones, and inconsistent or delayed feedback from the agency. In addition, the loss of experienced FDA personnel and potential further restructuring could lead to a loss of institutional knowledge and a reduced ability to resolve complex regulatory questions efficiently.

As a result, we may experience delays in the initiation, conduct, or completion of our clinical trials and in the review and approval of our marketing applications. These delays could adversely impact our ability to bring our product candidates to market, disrupt our development timelines, and increase our costs. Furthermore, ongoing regulatory uncertainty may negatively affect investor confidence and our ability to raise additional capital on favorable terms, particularly as small and mid-cap biopharmaceutical companies are more vulnerable to such disruptions.

If the FDA’s operational capacity continues to be reduced or if further policy changes are implemented that affect the agency’s review processes, our business, financial condition, and results of operations could be materially and adversely affected.

Artificial intelligence is playing an increasingly important role in biotechnology which may have an effect on us.

Artificial intelligence (“AI”) is increasingly playing a role in our industry, being used for target identification, drug discovery, preclinical modeling, and data analysis. While it is not a significant factor in our current operations, AI may play a future role in our operations based upon our evaluation of its usefulness to us, and there are material risks associated with its use.

AI technologies are inherently complex and evolving. They may not function as intended, produce accurate results, or provide actionable insights. The quality of AI outputs depends heavily on the quality and quantity of input data, which in the life sciences context may be limited, biased, incomplete, or subject to regulatory and privacy constraints. If we utilize AI in the future and our AI systems fail to identify viable therapeutic candidates, predict biological outcomes, or produce reproducible results, our product development efforts may be delayed or unsuccessful.

In addition, the use of AI in regulated environments such as biotechnology and pharmaceuticals may attract increasing scrutiny from regulatory authorities. Regulatory bodies have not yet established clear guidelines governing the validation, approval, or oversight of AI-generated insights or AI-supported decision-making. Any failure to comply with future regulatory expectations regarding AI could limit our ability to use such technologies or result in penalties or delays.

We also rely on third-party AI platforms, vendors, and cloud infrastructure. Any errors, outages, security breaches, or failures by such third parties may disrupt our operations or compromise proprietary data. Furthermore, as AI technologies become more widely adopted, we may face increased competition from other biotechnology companies leveraging similar tools.

If we are unable to successfully integrate and manage AI within our business, or if AI fails to deliver the expected benefits, our ability to discover and develop new therapies could be materially adversely affected.

Changes in U.S. and international trade policies may adversely impact our business and operating results.

From time to time, proposals are made to significantly change existing trade agreements and relationships between the U.S. and other countries. In recent years, the U.S. government has implemented substantial changes to U.S. trade policies, including import restrictions, increased import tariffs and changes in U.S. participation in multilateral trade agreements. Like all U.S. businesses, we are exposed to the effects of possible supply disruption and increased costs in the event of changes in the policies, laws, rules and regulations of the United States or foreign governments, as well as political unrest or unstable economic conditions in foreign countries. The U.S. government has adopted a new approach to trade policy and, in some cases, entered into new trade agreements. Our supply may in the future be subject to increased import tariffs, which could increase our manufacturing costs and could make our products, if successfully developed and approved, less competitive than those of our competitors whose inputs are not subject to such tariffs. We may otherwise experience supply disruptions or delays, and our suppliers may not provide us with clinical supply in our required quantities, to our required specifications and quality levels or at attractive prices. Such disruption could have adverse effects on the development of our product candidates and our business operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits, Financial Statement Schedules.

The exhibits filed or furnished as part of this Quarterly Report on Form 10-Q are set forth on the Exhibit Index, which Exhibit Index is incorporated herein by reference.

EXHIBIT		DESCRIPTION
3.1		Amendment to the Third Amended and Restated Certificate of Incorporation effective July 7, 2025
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


EXHIBIT		DESCRIPTION


3.1		Amendment to the Third Amended and Restated Certificate of Incorporation effective July 7, 2025
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a_14(a) and 15(d)-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		XBRL Instance Document – the instance document does not appear in the interactive data file because its XBRL tags are embedded within the Inline XBRL document.
101.SCH*		Inline XBRL Taxonomy Extension Schema Document
101.CAL*		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104*		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.

	REVELATION BIOSCIENCES, INC.
Date: August 8, 2025	By:	/s/ James Rolke
Date: November 6, 2025	By:	/s/ James Rolke
		James Rolke
		Chief Executive Officer
		(principal executive officer)
Date: August 8, 2025	By:	/s/ Chester S. Zygmont, III
Date: November 6, 2025	By:	/s/ Chester S. Zygmont, III
		Chester S. Zygmont, III
		Chief Financial Officer
		(principal financial and accounting officer)

2524

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