Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On January 23, 2026, Revelation Biosciences, Inc. (the "Company") entered into warrant exercise inducement offer letters (the "Inducement Letters") with two holders (the "Holders") of 8,544,999 (pre-reverse stock split of one-for-four effected on January 28, 2026) existing Class I Common Stock Warrants exercisable for an aggregate of 8,544,999 pre-split (2,136,251 post-split) shares of its common stock (collectively, the "Existing Warrants"), to exercise their warrants at an approximate exercise price of $0.86 (post-split $3.44) per share, in exchange for the Company's agreement to issue 17,089,998 pre-split (4,272,500 post-split) new common stock warrants (the "Class J Common Stock Warrants") as described below. The aggregate gross proceeds from the exercise of the Existing Warrants is approximately $7.3 million, before deducting financial advisory fees. The issuance of the Class J Common Stock Warrants was structured as an at-market transaction under Nasdaq rules.

The Company intends to use the net proceeds from the warrant exercises in connection with its clinical development plans and to fund working capital and general corporate purposes.

The shares of common stock issuable upon exercise of the Existing Warrants are registered for issuance pursuant to a registration statement on Form S-3 (File No. 333-290309), which was declared effective by the Securities and Exchange Commission (the "SEC") on September 30, 2025.

In consideration for the immediate exercise of the Existing Warrants for cash, the exercising Holders received the Class J Common Stock Warrants in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act"). The Class J Common Stock Warrants have an exercise price of $0.86 (post-split $3.44) per share, are not exercisable until stockholder approval, and will be exercisable for five years from the date of stockholder approval.

The Class J Common Stock Warrants and the shares of common stock underlying the Class J Common Stock Warrants offered in the private placement have not been registered under the Securities Act or applicable state securities laws. Accordingly, the securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. As part of the transaction, the Company has agreed to file a resale registration statement on Form S-3 with the SEC within twenty days of the closing to register the resale of the shares of common stock underlying the Class J Common Stock Warrants.

In connection with the transaction described above, the Company entered into a financial advisory services agreement, dated January 23, 2026, with Roth Capital Partners, LLC ("Roth"), pursuant to which the Company has agreed to pay Roth a cash fee of 8% of the aggregate gross proceeds from the exercise of the Existing Warrants and reimbursement for certain expenses, for its services.

The information in this Current Report on Form 8-K is intended to update and supersede the information in the Press Release of the Company dated January 23, 2026, which had included the expected exercise of additional Class I Common Stock Warrants and the expected issuance of additional Class J Common Stock Warrants of a third investor that ultimately withdrew its proposed investment.

Item 3.02 Unregistered Sales of Equity Securities.

The Company issued the Class J Common Stock Warrants pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2) and Rule 506(b) of Regulation D promulgated thereunder and intends to issue the Class J Common Stock Warrants pursuant to the same exemption or pursuant to the exemption provided by Section 3(a)(9) of the Securities Act. The description of the Class J Common Stock Warrants under Item 1.01 of this Form 8-K is incorporated herein by reference. The form of the Class J Common Stock Warrants are filed as Exhibit 4.1 to this Form 8-K and is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

To the extent required, the information included in Item 1.01 of this Current Report is hereby incorporated by reference into this Item 3.03.