Full Press Release Details
UNAUDITED PRO FORMA COMBINED CONDENSED CONSOLIDATED
FINANCIAL INFORMATION
Capitalized terms used but not defined in this
and Exchange Commission (the "SEC") on January 14, 2022 and, if not defined in the Form 8-K, included in the Company's
effective proxy statement/prospectus dated December 16, 2021 (the "Proxy Statement"), on file with the SEC and incorporated
by reference. Any references to the Proxy Statement within the Unaudited Pro Forma Condensed Combined Financial Information refers to
the proxy statement on file with the SEC dated December 16, 2021, and incorporated herein by reference.
Basis of Presentation and Background
The following unaudited pro
forma combined condensed consolidated financial statements are based on the separate historical financial statements of Old Revelation
and Petra and give effect to the merger, including pro forma assumptions and adjustments related to the merger, as described in the accompanying
notes to the unaudited pro forma combined condensed consolidated financial statements. The unaudited pro forma combined condensed consolidated
balance sheet as of September 30, 2021, is presented as if the merger had occurred on September 30, 2021. The unaudited pro forma combined
condensed consolidated statement of operations for the nine-months ended September 30, 2021, and the year ended December 31, 2020, gives
effect to the merger, as if it had been completed on January 1, 2020. The historical financial information has been adjusted on a pro
forma basis to reflect factually supportable items that are directly attributable to the merger and, with respect to the statement of
operations only, expected to have a continuing impact on consolidated results of operations.
The unaudited pro forma combined
condensed consolidated statement of operations does not include the effects of the costs associated with any integration or restructuring
activities resulting from the merger, as they are nonrecurring in nature. However, the unaudited pro forma combined condensed consolidated
balance sheet includes a pro forma adjustment to reduce cash and shareholders' equity to reflect the payment of certain anticipated
The following unaudited pro
forma condensed combined financial information presents the combination of the financial information of Petra and Old Revelation, adjusted
to give effect to the Merger and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed
combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release
33-10786 "Amendments to Financial Disclosures about Acquired and Disposed Businesses."
The unaudited pro forma condensed
combined balance sheet as of September 30, 2021, combines the adjusted balance sheet of Petra with the historical condensed consolidated
balance sheet of Old Revelation on a pro forma basis as if the Merger and the other events contemplated by the Business Combination Agreement,
summarized below, had been consummated on September 30, 2021.
The unaudited pro forma condensed
combined statement of operations for the nine-months ended September 30, 2021, combines the historical unaudited statement of operations
of Petra with the historical unaudited condensed statement of operations of Old Revelation for the nine-months ended September 30, 2021,
and the twelve-months ended December 31, 2020 combines the historical audited statement of operations of Old Revelation for the period
from May 4, 2020 (inception) through December 31, 2020 with the historical audited statement of operations of Petra for the twelve months
ended December 31, 2020, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination Agreement
had been consummated on January 1, 2020.
The unaudited pro forma condensed
combined financial information was derived from and should be read in conjunction with the following historical financial statements and
the accompanying notes:
Management has made significant
estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information
has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.
The pro forma adjustments reflecting
the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies
that Petra believes are reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described
in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the
actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Petra believes that
its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based
on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and
are properly applied in the unaudited pro forma condensed combined financial information.
The unaudited pro forma condensed
combined financial information is not necessarily indicative of what the actual results of operations and financial position would have
been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations
or financial position of the Combined Company. The unaudited pro forma condensed combined financial information should be read in conjunction
with the historical financial statements and notes thereto of Petra and Revelation.
January 10, 2022, Petra and Old Revelation, consummated the previously announced Business Combination, pursuant to the terms of the agreement
and plan of merger, dated as of August 29, 2021, by and among Petra, Merger Sub, and Old Revelation. Pursuant to the Business Combination
Agreement, on the Closing Date, (i) Merger Sub merged with and into Old Revelation, with Old Revelation as the surviving company in the
Merger, and, after giving effect to such Merger, Old Revelation was renamed Revelation Biosciences Sub, Inc. and became a wholly-owned
subsidiary of Petra and (ii) Petra changed its name to "Revelation Biosciences, Inc.." The
Business Combination was accounted for as a reverse merger in which Old Revelation issued stock for the net assets of Petra, accompanied
by a recapitalization. The net assets of Petra are stated at historical cost, with no goodwill or other intangible assets recorded upon
closing. Historical operations will be those of Old Revelation.
The aggregate consideration
paid to Old Revelation upon the closing of the Merger was 9,871,343 shares of New Revelation common stock. The unaudited pro forma condensed
combined financial information contained herein incorporates the results of Petra's shareholders having elected to redeem 2,544,127
and 3,480,692 shares of their Common Stock for $25,695,682 and $35,510,020 in cash based upon actual redemptions on October 8, 2021 and
January 6, 2022, respectively.
Revelation Biosciences, Inc. and Petra Acquisition
Unaudited Pro Forma Condensed Combined Balance Sheet
(In thousands), except per share amounts
As of September 30, 2021
| As of September 30, 2021 | Transaction | As of September 30, 2021 | ||||||||||||||||
| Revelation (Historical) | Petra (Historical) | Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| ASSETS | ||||||||||||||||||
| Current assets: | ||||||||||||||||||
| Cash and cash equivalents | $ | 4,137 | $ | - | $ | 5,163 | A | $ | 8,402 | |||||||||
| (918 | ) | B | ||||||||||||||||
| 20 | C | |||||||||||||||||
| Marketable securities | - | 20 | (20 | ) | C | - | ||||||||||||
| Prepaid expenses and other current assets | 1,565 | 19 | - | 1,584 | ||||||||||||||
| Total current assets | 5,702 | 39 | 4,245 | 9,986 | ||||||||||||||
| Non-current assets: | ||||||||||||||||||
| Marketable securities held in Trust Account | - | 73,516 | (65,891 | ) | A | 7,625 | ||||||||||||
| Equipment, net | 138 | - | - | 138 | ||||||||||||||
| Right-of-use assets | 30 | - | - | 30 | ||||||||||||||
| Total non-current assets | 168 | 73,516 | (65,891 | ) | 7,793 | |||||||||||||
| TOTAL ASSETS | 5,870 | 73,555 | (61,646 | ) | 17,779 | |||||||||||||
| LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' DEFICIT | ||||||||||||||||||
| Accounts payable | 1,032 | 1,594 | 1,751 | B | 4,377 | |||||||||||||
| Lease liabilities, current portion | 33 | - | - | 33 | ||||||||||||||
| Accrued expenses and other current liabilities | 1,150 | - | - | 1,150 | ||||||||||||||
| Total current liabilities | 2,215 | 1,594 | 1,751 | 5,560 | ||||||||||||||
| Non-current liabilities: | ||||||||||||||||||
| Deferred underwriting fee | - | 2,911 | - | 2,911 | ||||||||||||||
| Warrant liability | - | 2,143 | (2,143 | ) | G | - | ||||||||||||
| Total non-current liabilities | - | 5,054 | (2,143 | ) | 2,911 | |||||||||||||
| Total liabilities | 2,215 | 6,648 | (392 | ) | 8,471 |
Revelation Biosciences, Inc. and Petra Acquisition
Unaudited Pro Forma Condensed Combined Balance Sheet - (Continued)
(In thousands), except per share amounts
As of September 30, 2021
| As of September 30, 2021 | Transaction | As of September 30, 2021 | ||||||||||||||||
| Revelation (Historical) | Petra (Historical) | Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||||||||
| Temporary equity: | ||||||||||||||||||
| Common stock subject to possible redemption | - | 73,509 | (73,509 | ) | D | - | ||||||||||||
| Stockholders' equity (deficit): | ||||||||||||||||||
| Series A Preferred stock | 3,904 | - | (3,904 | ) | F | - | ||||||||||||
| Series A-1 Preferred stock | 3,578 | - | (3,578 | ) | F | - | ||||||||||||
| Common stock | 2 | 2 | 7 | F | 12 | |||||||||||||
| 1 | D | |||||||||||||||||
| Additional paid-in capital | 6,828 | - | 12,780 | D | 26,296 | |||||||||||||
| (6,604 | ) | E | ||||||||||||||||
| 7,474 | F | |||||||||||||||||
| 2,143 | G | |||||||||||||||||
| 3,675 | B | |||||||||||||||||
| Retained earnings (deficit) | (10,657 | ) | (6,604 | ) | 6,604 | E | (17,000 | ) | ||||||||||
| (6,343 | ) | B | ||||||||||||||||
| Total stockholders' equity (deficit) | 3,655 | (6,602 | ) | 12,255 | 9,308 | |||||||||||||
| TOTAL LIABILITIES, TEMPORARY EQUITY AND STOCKHOLDERS' EQUITY (DEFICIT) | 5,870 | 73,555 | (61,646 | ) | 17,779 |
Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet
The pro forma adjustments included
in the unaudited pro forma condensed combined balance sheet as of September 30, 2021, are as follows:
Revelation Biosciences, Inc. and Petra Acquisition,
Unaudited Pro Forma Condensed Combined Statement of Operations
(In thousands, except per share amounts)
For the nine-months ended September 30, 2021
| For the Nine-months Ended September 30, 2021 | Transaction | For the Nine-months Ended September 30, 2021 | ||||||||||||||||
| Revelation (Historical) | Petra (Historical) | Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue: | ||||||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||
| Research and development | 4,249 | - | - | 4,249 | ||||||||||||||
| General and administrative | 3,844 | 2,155 | - | 5,999 | ||||||||||||||
| Total operating costs and expenses | 8,093 | 2,155 | - | 10,248 | ||||||||||||||
| Loss from operations | (8,093 | ) | (2,155 | ) | - | (10,248 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Other income (expense): | (33 | ) | - | - | (33 | ) | ||||||||||||
| Interest income (expense) | - | 6 | (6 | ) | AA | - | ||||||||||||
| Unrealized loss on marketable securities | - | (17 | ) | - | (17 | ) | ||||||||||||
| Change in the fair value of warrants | - | 1,256 | - | 1,256 | ||||||||||||||
| Total other income (expense) | (33 | ) | 1,245 | (6 | ) | 1,206 | ||||||||||||
| Net loss | (8,126 | ) | (910 | ) | (6 | ) | (9,042 | ) | ||||||||||
| Income tax provision | - | - | - | - | ||||||||||||||
| Net loss | $ | (8,126 | ) | $ | (910 | ) | $ | (6 | ) | $ | (9,042 | ) |
| Historical Weighted-Average Shares Outstanding | Historical Weighted-Average Shares Outstanding | Pro Forma Weighted-Average Shares Outstanding | ||||||||||
| Weighted common shares outstanding - basic | 2,091,463 | 1,819,538 | 12,944,213 | |||||||||
| Weighted common shares outstanding - diluted | 2,091,463 | 1,819,538 | 12,944,213 | |||||||||
| Basic net (loss) income per share | $ | (3.89 | ) | $ | (0.50 | ) | $ | (0.70 | ) | |||
| Diluted net (loss) income per share | $ | (3.89 | ) | $ | (0.50 | ) | $ | (0.70 | ) |
Revelation Biosciences, Inc. and Petra Acquisition,
Unaudited Pro Forma Condensed Combined Statement of Operations
(In thousands, except per share amounts)
For the year-ended December 31, 2020
| For the Year Ended December 31, 2020 | Transaction | For the Year Ended December 31, 2020 | ||||||||||||||||
| Revelation (Historical) | Petra (Historical) | Accounting Adjustments | Pro Forma Combined | |||||||||||||||
| Revenue: | ||||||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Operating costs and expenses: | ||||||||||||||||||
| Research and development | 1,707 | - | - | 1,707 | ||||||||||||||
| General and administrative | 823 | 145 | - | 968 | ||||||||||||||
| Total operating costs and expenses | 2,530 | 145 | - | 2,675 | ||||||||||||||
| Loss from operations | (2,530 | ) | (145 | ) | - | (2,675 | ) | |||||||||||
| Other expense: | ||||||||||||||||||
| Interest income | - | 9 | (9 | ) | AA | - | ||||||||||||
| Unrealized loss on marketable securities | - | (2 | ) | - | (2 | ) | ||||||||||||
| Interest earned on cash held in Trust Account | - | 2 | - | 2 | ||||||||||||||
| Change in fair value of warrant liability | - | (1,494 | ) | - | (1,494 | ) | ||||||||||||
| Total other expense | - | (1,485 | ) | (9 | ) | (1,494 | ) | |||||||||||
| Net loss | (2,530 | ) | (1,630 | ) | (9 | ) | (4,169 | ) | ||||||||||
| Income tax provision | - | - | - | - | ||||||||||||||
| Net loss | $ | (2,530 | ) | $ | (1,630 | ) | $ | (9 | ) | $ | (4,169 | ) |
| Historical Weighted-Average Shares Outstanding | Historical Weighted-Average Shares Outstanding | Pro Forma Weighted-Average Shares Outstanding | ||||||||||
| Weighted common shares outstanding - basic | 2,234,664 | 2,409,951 | 12,944,213 | |||||||||
| Weighted common shares outstanding - diluted | 2,234,664 | 2,409,951 | 12,944,213 | |||||||||
| Basic net income (loss) per share | $ | (1.13 | ) | $ | (0.68 | ) | $ | (0.32 | ) | |||
| Diluted net income (loss) per share | $ | (1.13 | ) | $ | (0.68 | ) | $ | (0.32 | ) |
Adjustments to Unaudited Pro Forma Condensed
Combined Statements of Operations
The pro forma adjustments included
in the unaudited pro forma condensed combined statement of operations for the nine-months ended September 30, 2021, and the year ended
December 31, 2020, are as follows: