Revelation Biosciences adopts stockholder rights plan

Revelation Biosciences, Inc. (NASDAQ: REVB) said on July 10, 2026 that its Board of Directors adopted a stockholder rights plan and declared a dividend distribution of one right for each outstanding share of the company's common stock.¹

The plan was formalized through a Rights Agreement dated as of July 10, 2026, between the company and Continental Stock Transfer & Trust Company, as rights agent.¹ The dividend is payable to stockholders of record as of the close of business on July 21, 2026.¹

Under the plan's terms, 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 prior Board approval.¹ 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.¹

If triggered, each right, other than those held by the acquiring person and its affiliates, which become null and void, will entitle its holder to purchase common stock having a market value of twice the purchase price.¹ The company also disclosed a flip-over provision: if the company is later 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.¹

The board retains redemption power: 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.¹ The rights expire on the first anniversary of the agreement unless stockholders ratify it before that date, in which case they expire on the third anniversary, subject to earlier redemption or exchange.¹

CEO James M. Rolke said the board adopted the plan to protect the interests of all Revelation stockholders, calling it a standard governance measure meant to ensure any potential change of control is evaluated and negotiated to maximize value for all stockholders.¹