
Revelation Biosciences Announces Adoption of Stockholder Rights Plan
SAN DIEGO – July 10, 2026 – Revelation Biosciences, Inc. (NASDAQ: REVB) (the “Company” or “Revelation”), a clinical-stage life sciences company developing innovative solutions to treat acute and chronic disease, today announced that its Board of Directors (the “Board”) has adopted a stockholder rights plan (the “Rights Plan”) and declared a dividend distribution of one right (a “Right”) for each outstanding share of the Company’s common stock.
The Rights Plan was adopted pursuant to a Rights Agreement, dated as of July 10, 2026 (the “Rights Agreement”), between the Company and Continental Stock Transfer & Trust Company, as rights agent. The dividend is payable to stockholders of record as of the close of business on July 21, 2026. The Rights Plan is designed to enable all Company stockholders to realize the full value of their investment and to reduce the likelihood that any person or group gains control of the Company through open-market accumulation or other coercive or unfair tactics without paying an appropriate control premium to all stockholders.
The Rights Plan is not intended to prevent an acquisition of the Company on terms that the Board determines are fair to, and in the best interests of, all stockholders, and does not affect the Company’s financial condition or results of operations. It does not prevent the Board from engaging with a party interested in acquiring the Company, nor does it prevent the Board from approving a transaction it determines to be in the best interests of the Company and its stockholders.
Under the Rights Plan, the Rights will generally become exercisable only if a person or group acquires beneficial ownership of 10% or more of the Company’s outstanding common stock (or 15% or more, in the case of certain passive institutional investors), without the prior approval of the Board. Each Right, once exercisable, will entitle its holder to purchase one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock at an exercise price of $20.00, subject to adjustment. If a person or group triggers the Rights Plan, all holders of Rights, other than the triggering person or group, will be entitled to purchase additional shares of common stock (or the economic equivalent) at a substantial discount to the then-current market price.
Until the Rights become exercisable, they will trade with, and will be represented by, the Company’s common stock and will not be exercisable or transferable separately from the common stock. The Rights will expire on the first anniversary of the date of adoption of the Rights Agreement, unless the Company’s stockholders approve the Rights Agreement prior to that date, in which case the Rights will expire on the third anniversary of the date of such approval, in each case unless earlier redeemed or exchanged.
“Our Board adopted this plan to protect the interests of all Revelation stockholders,” said James M. Rolke, Chief Executive Officer of Revelation. “This is a standard governance measure that helps ensure any potential change of control of the Company is evaluated and negotiated in a manner that maximizes value for all of our stockholders.”
Additional information regarding the Rights Plan, including a Summary of Rights describing its terms in greater detail, will be included in a Current Report on Form 8-K and a Registration Statement on Form 8-A to be filed by the Company with the Securities and Exchange Commission. Copies of these filings will be available on the SEC’s website at www.sec.gov and on the Company’s investor relations website.
About Revelation Biosciences, Inc.
Revelation Biosciences, Inc. is a clinical-stage life sciences company focused on rebalancing inflammation using its proprietary formulation, Gemini. Revelation has multiple ongoing programs to evaluate Gemini as a treatment for acute kidney injury, a treatment of chronic kidney disease, prevention of post-surgical infection, and a treatment to reduce hyperinflammation and infection associated with severe burn.
For more information, please visit www.RevBiosciences.com.