{"url_path":"/sec/revb/8-k/2026-07-13/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry Into A Material Definitive Agreement.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-13","source_url":"https://www.sec.gov/Archives/edgar/data/1810560/0001193125-26-302008-index.html","accession_number":"0001193125-26-302008","cik":"0001810560","ticker":"REVB","issuer_name":"REVELATION BIOSCIENCES, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1810560/0001193125-26-302008-index.html","primary_entity_key":"0001810560","primary_entity_name":"REVELATION BIOSCIENCES, INC."},"word_count":544,"has_tables":true,"body_markdown":"Item 1.01 Entry Into A Material Definitive Agreement.\n\n \n\nOn July 10, 2026, the Board of Directors (the “Board”) of Revelation Biosciences, Inc. (the “Company”) adopted a stockholder rights plan and entered into a Rights Agreement (the “Rights Agreement”) with Continental Stock Transfer & Trust Co., as Rights Agent, and declared a dividend of one preferred share purchase right (a “Right”) for each outstanding share of the Company’s common stock, par value $0.001 per share (“Common Stock”), payable to stockholders of record at the close of business on July 21, 2026 (the “Record Date”). The following summary is qualified in its entirety by reference to the Rights Agreement filed as Exhibit 4.1 hereto.\n\nThe Rights. Each Right entitles the holder to purchase one one-thousandth of a share of the Company’s Series B Junior Participating Preferred Stock (the “Preferred Stock”) at a purchase price of $20.00 (the “Purchase Price”), subject to adjustment. The Rights are not exercisable until the Distribution Date described below.\n\nAcquiring Person; Triggers. Subject to limited exceptions, a person or group becomes an “Acquiring Person” upon acquiring beneficial ownership of 10% or more of the outstanding Common Stock (15% for qualifying passive investors that file on Schedule 13G) without the prior approval of the Board.\n\nDistribution Date. The Rights separate from the Common Stock and become exercisable on the “Distribution Date,” which is the earlier of (i) ten calendar days after a public announcement that a person has become an Acquiring Person and (ii) ten business days after the commencement of a tender or exchange offer that would result in a person becoming an Acquiring Person.\n\nFlip-In. If a person becomes an Acquiring Person, each Right (other than Rights held by the Acquiring Person and its affiliates, which become null and void) will entitle its holder to purchase, for the Purchase Price, Common Stock having a market value of twice the Purchase Price.\n\nFlip-Over. If, after a person becomes an Acquiring Person, the Company is acquired in a merger or other business combination, or 50% or more of its assets are sold, each Right will entitle its holder to purchase discounted common stock of the acquiring company.\n\nExchange. At any time after a person becomes an Acquiring Person, the Board may exchange each Right (other than void Rights) for one share of Common Stock, subject to adjustment; this right is not available after any person becomes the beneficial owner of 50% or more of the Common Stock.\n\nRedemption. At any time before a person becomes an Acquiring Person, the Board may redeem all of the Rights at a price of $0.001 per Right.\n\nExpiration. The Rights expire on the first anniversary of the Rights Agreement unless the Company’s stockholders ratify the Rights Agreement before that date, in which case the Rights expire on the third anniversary, in each case subject to earlier redemption or exchange.\n\nAmendment. The terms of the Rights Agreement may be amended by the Board before a person becomes an Acquiring Person; thereafter, the Rights Agreement may not be amended in any manner that would adversely affect the holders of the Rights.\n\nNo Stockholder Rights. Until a Right is exercised, its holder has no rights as a stockholder of the Company, including the right to vote or to receive dividends."}