Item 8.01 Other Events.
As previously reported, on
Also as previously reported, on
On
On
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements as defined
in the Private Securities Litigation Reform Act of 1995, as amended, including
statements regarding the anticipated benefits of the transaction, the
anticipated timing of the transaction, the future business and financial
condition of the company post-closing and expected financial impacts of the
transaction, the satisfaction of closing conditions to the transaction, the
level of redemptions of Petra's public stockholders; the market opportunities
for Revelation's product candidates; and the potential for regulatory approval
for Revelation's product candidates. These forward-looking statements are
generally identified by the words "anticipate", "believe", "expect", "estimate",
"plan", "outlook", and "project" and other similar expressions. Forward-looking
statements are statements that are not historical facts. We caution investors
that forward-looking statements are based on management's expectations and are
subject to various risks and uncertainties. As a result, caution must be
exercised in relying on forward-looking statements, which speak only as of the
date they were made. The following factors, among others, could cause actual
results to differ materially from those described in these forward-looking
statements: risks relating to the successful completion of RVL-CLR01 clinical
study; the risk that we may not fully enroll our RVL-CLR01 clinical study or
enrollment will take longer than expected; risks relating to the occurrence of
adverse safety events and/or unexpected concerns that may arise from data or
analysis from our RVL-CLR01 clinical study; the occurrence of any event, change,
or other circumstances that could give rise to an amendment or termination of
the Merger Agreement and the proposed transaction contemplated thereby; the
inability to complete the transactions contemplated by the Merger Agreement due
to the failure to obtain approval of the stockholders of Petra or Revelation or
other conditions to closing in the Merger Agreement; the inability to project
with any certainty the amount of cash proceeds remaining in the Petra trust
account at the closing of the transaction; the uncertainty relative to the cash
made available to Revelation at the closing should any material redemption
requests be made by the Petra stockholders (since the sources of cash projected
in this Current Report on Form 8-K assume that no redemptions will be requested
by Petra stockholders); the inability of the company post-closing to obtain or
maintain the listing of its securities on Nasdaq following the Business
Combination; the amount of costs related to the Business Combination;
Revelation's ability to yield sufficient cash proceeds from the transaction to
support its short-term operations and research and development efforts since the
Merger Agreement requires no minimum level of funding in the trust fund to close
the transaction; the outcome of any legal proceedings that may be instituted
against the parties following the announcement of the Business Combination;
changes in applicable laws or regulations; the ability of Revelation to meet its
post-closing financial and strategic goals, due to, among other things,
competition; the ability of the company post-closing to grow and manage growth
profitability and retain its key employees; the possibility that the company
post-closing may be adversely affected by other economic, business, and/or
competitive factors; risks relating to the successful development of
Revelation's product candidates; the clinical utility of an increase in
intranasal IP-10 levels as a biomarker of viral infections; the ability to
complete planned clinical studies of REVTx-99; expected initiation of the
clinical studies, the timing of clinical data; the outcome of the clinical data,
including whether the results of such study is positive or whether it can be
replicated; the outcome of data collected, including whether the results of such
data and/or correlation can be replicated; the timing, costs, conduct, and
outcome of our other clinical studies; the anticipated treatment of future
clinical data by the FDA, the EMA, or other regulatory authorities, including
whether such data will be sufficient for approval; the success of future
development activities for REVTx-99 and expanded indications, REVTx-200,
REVDx-501, or any other product candidates; potential indications for which
product candidates may be developed; the potential impact that COVID-19 may have
on Revelation's suppliers, vendors, regulatory agencies, employees, and the
global economy as a whole; the expected duration over which Revelation's
balances will fund its operations; and other risks and uncertainties described
herein, as well as those risks and uncertainties discussed from time to time in
other reports and other public filings with the
1 No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Important Information and Where to Find It
In connection with the proposed Business Combination described herein, Petra has
filed relevant materials with the
Participants in the Solicitation
Petra and its directors and executive officers may be deemed participants in the
solicitation of proxies from Petra's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in Petra will be included in the proxy statement
for the proposed Business Combination and be available at www.sec.gov.
Additional information regarding the interests of such participants will be
contained in the proxy statement for the proposed Business Combination when
available. Information about Petra's directors and executive officers and their
ownership of Petra common stock is set forth in Petra's prospectus, dated
Revelation and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Petra in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination will be included in the proxy statement for the proposed Business Combination.
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