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SEC Comment Letter 0000000000-24-000028 to REVELATION BIOSCIENCES, INC. (REVB)

REVELATION BIOSCIENCES, INC.
Date: Jan. 2, 2024 · CIK: 0001810560 · Accession: 0000000000-24-000028

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File numbers found in text: 333-276232

Date
January 2, 2024
Author
Cindy Polynice
Form
UPLOAD
Company
REVELATION BIOSCIENCES, INC.

Letter

United States securities and exchange commission logo January 2, 2024 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 December 22, 2023 File No. 333-276232 Dear James Rolke: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Registration Statement on Form S-1 filed December 22, 2023 Cover Page 1.Please revise your cover page to disclose a set date the offering will end. Refer to Item 501(b)(8)(iii) of Regulation S-K for guidance. 2.Please revise the heading on your cover page to quantify the number of warrants and prefunded warrants to be registered. 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.

FirstName LastNameJames Rolke Comapany NameRevelation Biosciences, Inc. January 2, 2024 Page 2 FirstName LastName James Rolke Revelation Biosciences, Inc. January 2, 2024 Page 2 Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with any other 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
January 2, 2024
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 December 22, 2023
File No. 333-276232
Dear James Rolke:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments.
Registration Statement on Form S-1 filed December 22, 2023
Cover Page
1.Please revise your cover page to disclose a set date the offering will end. Refer to Item
501(b)(8)(iii) of Regulation S-K for guidance.
2.Please revise the heading on your cover page to quantify the number of warrants and
prefunded warrants to be registered.
            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.

 FirstName LastNameJames Rolke
 Comapany NameRevelation Biosciences, Inc.
 January 2, 2024 Page 2
 FirstName LastName
James Rolke
Revelation Biosciences, Inc.
January 2, 2024
Page 2
            Please contact Cindy Polynice at 202-551-8707 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Joseph Galda, Esq.