SEC Comment Letter 0000000000-22-012322 to REVELATION BIOSCIENCES, INC. (REVB)
REVELATION BIOSCIENCES, INC.
Date: Nov. 14, 2022 · CIK: 0001810560 · Accession: 0000000000-22-012322
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File numbers found in text: 333-268076
Letter
United States securities and exchange commission logo November 14, 2022 James Rolke Chief Executive Officer Revelation Biosciences, Inc. 4660 La Jolla Village Drive, Suite 100 San Diego, California 92122 Re:Revelation Biosciences, Inc. Registration Statement on Form S-1 Filed October 31, 2022 File No. 333-268076 Dear James Rolke: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 filed October 31, 2022 Cover Page 1.We note your disclosure here that you have engaged Roth Capital Partners, LLC as your exclusive placement in a best efforts offering. Please revise your cover page to disclose the termination date of this offering or otherwise advise. See Item 501(b)(8) of Regulation S-K. 2.We note your disclosure that you expect to deliver your shares, Class C Common Stock Warrants and pre-funded warrants to purchasers in the offering on or about an as yet to be determined date in 2022. Given that this is language typically included in a firm commitment underwritten offering and you have indicated this is a best efforts offering, please advise us of the reason for this disclosure.
FirstName LastNameJames Rolke Comapany NameRevelation Biosciences, Inc. November 14, 2022 Page 2 FirstName LastName James Rolke Revelation Biosciences, Inc. November 14, 2022 Page 2 Exhibits 3. With reference to Item 601(b)(1) of Regulation S-K, please file your Placement Agency Agreement. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Joseph Galda, Esq.
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United States securities and exchange commission logo
November 14, 2022
James Rolke
Chief Executive Officer
Revelation Biosciences, Inc.
4660 La Jolla Village Drive, Suite 100
San Diego, California 92122
Re:Revelation Biosciences, Inc.
Registration Statement on Form S-1
Filed October 31, 2022
File No. 333-268076
Dear James Rolke:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 filed October 31, 2022
Cover Page
1.We note your disclosure here that you have engaged Roth Capital Partners, LLC as your
exclusive placement in a best efforts offering. Please revise your cover page to disclose
the termination date of this offering or otherwise advise. See Item 501(b)(8) of Regulation
S-K.
2.We note your disclosure that you expect to deliver your shares, Class C Common Stock
Warrants and pre-funded warrants to purchasers in the offering on or about an as yet to be
determined date in 2022. Given that this is language typically included in a firm
commitment underwritten offering and you have indicated this is a best efforts offering,
please advise us of the reason for this disclosure.
FirstName LastNameJames Rolke
Comapany NameRevelation Biosciences, Inc.
November 14, 2022 Page 2
FirstName LastName
James Rolke
Revelation Biosciences, Inc.
November 14, 2022
Page 2
Exhibits
3. With reference to Item 601(b)(1) of Regulation S-K, please file your Placement
Agency Agreement.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc: Joseph Galda, Esq.