Revelation Biosciences, Inc. announced that it has entered into a definitive agreement with a leading healthcare-focused institutional investor for a private placement of 1,293,126 common shares at a price of $3 per share for gross proceeds of $3,879,378, and unregistered pre-funded warrants, to purchase up to 1,239,541 shares, at a price of $3 per share for gross proceeds of $3,718,623, for aggregate gross proceeds of $7,598,001 on January 23, 2022. The company will also issue to the investor unregistered warrants to purchase up to 2,586,667 shares at an exercise price of $3.29 per share, exercisable in six months after the date of issuance and will expire five and a half years from the date of issuance. The pre-funded warrants are exercisable at a price of $0.0001 per share.

The company will issue securities pursuant to exemption provided under Section 4(a)(2) of the Securities Act of 1933, as amended, and Regulation D promulgated thereunder. The transaction is expected to close on the trading day on which all conditions to closing have been met, including stock exchange approval. The transaction is expected to close on January 25, 2022.