Revelation Biosciences Inc

This management proposal requests stockholder authorization to reserve and issue shares of common stock underlying Class J Common Stock Warrants issued on January 23, 2026 if such issuances would exceed Nasdaq’s 20% issuance cap under Rule 5635(d). Management completed a warrant inducement to induce conversion of prior Class I warrants and issued new Class J Warrants exercisable for one share at $3.44 with a five‑year term, generating approximately $7.35 million of gross proceeds; the Board views this financing as necessary to fund clinical development, including activities related to the recently agreed FDA pathway for the company’s lead candidate, Gemini. The Board considered alternatives (equity, convertible securities, debt) and concluded the warrant inducement offered greater certainty of completion, lower transaction costs, and faster execution given market conditions, despite acknowledging meaningful dilution to existing stockholders. Nasdaq rules require stockholder approval because, absent approval, the Company may not issue shares that would cause issuances to exceed 19.99% of outstanding shares; the proposal is therefore both a regulatory compliance measure and an enabling resolution to permit the previously agreed inducement to be consummated beyond the Exchange Cap. The filing explains that the Holders who received the Warrants collectively hold 20% of the company’s shares and are therefore interested parties; they have agreed to vote their shares proportionally to disinterested votes to address that conflict. If the proposal is not approved, the Company faces repeated stockholder meetings every 60 days and is prohibited from issuing or agreeing to issue shares or equivalents until approval is obtained, which management says would impair its liquidity and ability to progress clinical programs. The Board unanimously recommends a vote FOR, arguing that the benefits of timely funding and lower transaction costs outweigh the dilution risk and that the transaction increases the Company’s ability to pursue its development plan. Investors evaluating this proposal should weigh the immediate financing and operational runway benefits against the dilution impact and consider the mechanics of the interested holders’ proportional voting arrangement and Nasdaq compliance requirements.

This management proposal asks stockholders to grant the Company authority to adjourn the Special Meeting if there are insufficient shares present or represented by proxy voting FOR Proposal 1 so that the Company can solicit additional proxies. It is a common procedural measure in proxy solicitations that preserves the Board’s ability to continue seeking approval without reconvening a completely new meeting, and the Company may ask stockholders to vote solely on adjournment during such a postponement. The proxy statement explains that if an adjournment exceeds thirty days, the Company will provide notice to stockholders of record, and that successive adjournments are authorized by the proxy form if necessary to obtain the requisite votes. Proposal 2 is characterized as routine for broker discretionary voting purposes (brokers are permitted to vote uninstructed shares on this item), which can materially affect the Company’s ability to reach quorum and approval thresholds. The Board unanimously recommends a vote FOR Proposal 2 because adjournment capability materially increases the Company’s practical ability to secure the majority vote needed for the issuance authorization in Proposal 1. From a governance perspective, investors should view this as a procedural tool rather than a substantive change in corporate policy, but should also note that the ability to adjourn may enable extended solicitation periods that could influence the final composition of votes on the financing authorization. The vote required is a majority of shares present in person or by proxy, and abstentions count as present but generally have the effect of a vote against the matter; the Company’s disclosures make clear how broker non‑votes and abstentions are treated in practice.