REVELATION BIOSCIENCES, INC. 8-K

What Happened

• Revelation Biosciences, Inc. (REVB) filed an 8-K on March 19, 2026 reporting that at a Special Meeting on March 18, 2026 stockholders approved issuing shares in connection with Class J Common Stock Warrants issued January 26, 2026. The approval permits issuances that would otherwise exceed Nasdaq’s 20% Exchange Cap. Per the warrant terms, the warrants’ expiration date is five years from stockholder approval — March 18, 2031.

Key Details

• Special Meeting quorum: 4,171,735 shares were present or represented (out of 10,492,469 shares outstanding and entitled to vote as of the record date).
• Proposal 1 (authorize issuance under Class J Warrants): For 4,033,345; Against 104,162; Abstain 34,228. No broker non-votes.
• Proposal 2 (discretionary authority to adjourn if needed): For 4,044,322; Against 92,422; Abstain 34,991.
• Warrants were originally issued on January 26, 2026 in connection with a warrant inducement letter dated January 23, 2026; stockholder approval was required to satisfy Nasdaq rules limiting below‑market issuances that exceed 20% of outstanding shares.

Why It Matters

• This approval removes a key regulatory obstacle to the Company’s ability to issue common stock upon exercise of the Class J Warrants even if those issuances would exceed Nasdaq’s 20% Exchange Cap. For investors, that means potential dilution from warrant exercises is now authorized by shareholders and the warrants remain exercisable through March 18, 2031. The filing is signed by the CFO, Chester S. Zygmont, III, and provides the official record of the vote and authorization.