- Revelation’s lead product candidate REVTx-99 has potential,
through innate immune system stimulation, to broadly prevent or
treat infections caused by various respiratory viruses such as
SARS-CoV-2 including its variants, influenza A and B,
parainfluenza, rhinovirus, and respiratory syncytial virus
(RSV)
- Combined company expected to have a post-transaction pro forma
total enterprise value of approximately $128 million
- Merger expected to close in Q4 2021, and combined company will
be listed on NASDAQ under the ticker symbol “REVB”
- Revelation and Petra Acquisition will host a joint investor
conference call and webcast to discuss the proposed transaction on
August 30, 2021 at 4:30 p.m. Eastern Time. The conference call can
be accessed by dialing 877-407-0792 for domestic callers and
201-689-8263 for international callers. Please provide the operator
with the conference ID number 13722753 to join the conference call
or click here for the webcast. An archive of the conference call
and webcast will be available on Revelation’s website for 30 days
following the call
Revelation Biosciences, Inc. (“Revelation”), a clinical-stage
life sciences company focused on the development of
immunologic‑based therapies for the prevention and treatment of
disease, and Petra Acquisition, Inc. (“Petra”) (NASDAQ: PAICU,
PAIC, & PAICW), a special purpose acquisition company
(“SPAC”), today announced they have entered into a definitive
merger agreement for a business combination that will result in
Revelation becoming a publicly traded company.
This press release features multimedia. View
the full release here:
https://www.businesswire.com/news/home/20210830005223/en/
An Urgent Need for Prevention and Treatment of Respiratory
Infections
In 2019, lower respiratory tract infections (LRTIs), including
pneumonia and bronchiolitis, affected 489 million people globally.
During the 2019-2020 season, the CDC estimates that influenza was
associated with 38 million illnesses, 18 million medical visits,
405,000 hospitalizations, and 22,000 deaths.
The burden of respiratory infections on the healthcare system
and economy is significant, with respiratory infections leading to
more doctor visits and absences from school and work than any other
illness. In addition, recent studies suggest a troubling increase
in deaths from these viruses.
Beyond this, a recent study from Houston Methodist shows a rapid
return of seasonal respiratory viruses after COVID-19 restrictions
were relaxed in the state of Texas. In England, positive RSV
samples among suspected cases in children have increased from 1.2%
to 8.9%, which is of particular concern to local health leaders
given the disease is most common during the winter months.
The global pandemic brought on by COVID-19, with over 4.4
million deaths globally, has only heightened the need for
easy-to-use, effective therapies that prevent the user from
becoming infected, or that activate the innate immune system to
combat early infections.
As respiratory infections impact populations and economies
around the world – including the global pandemic brought on by
COVID-19 – Revelation is developing innate immune system based
therapeutics and diagnostics for the identification, prevention and
treatment of respiratory diseases.
Revelation – Proven Leadership with Extensive Product
Development Experience Across Multiple Indications
Revelation’s leadership and scientific teams bring extensive
product development experience across multiple indications,
spanning all stages of drug development, including 8 FDA and EMA
approvals. The leadership team has a successful track record in
multiple startups and turn-arounds including, 3 NASDAQ and 1 NYSE
listings.
Currently, Revelation has several product candidates in
development:
- REVTx‑99, the lead therapeutic candidate, is a broad
anti-viral nasal drop solution that can be used to prevent or treat
infections caused by various respiratory viruses such as SARS-CoV-2
including its variants, influenza A and B, parainfluenza,
rhinovirus, and RSV. REVTx-99 works by boosting the body’s innate
immune system, preventing the user from becoming infected or
activating the innate immune response to combat early infection.
REVTx-99 is also being developed for the treatment of chronic nasal
congestion. Revelation has completed a Phase 1 clinical study
testing the safety, pharmacokinetics and pharmacodynamics of
REVTx-99. REVTx-99 was well tolerated and stimulated significant
production of Interferon-Induced Protein-10 (IP-10). Revelation
plans to start a Phase 2 viral challenge study in the first quarter
of 2022, as well as a Phase 1 proof of concept study, which is
intended to support the chronic nasal congestion program, in the
fourth quarter of 2021.
- REVTx‑200 is an intranasal immunomodulator adjunct to be
used in combination with an intramuscular vaccination for more
complete immunity. REVTx‑200 is based on the same technology used
in REVTx-99.
- REVDx‑501 is a rapid point-of-care diagnostic that can
be used to detect various respiratory viral infections regardless
of virus type without the need for specialized instrumentation.
Data collected to date shows that results correlate well with PCR
for COVID-19 (100% positive agreement for replicating virus).
Transaction Overview
Pursuant to the merger
agreement, Revelation will merge with a wholly owned subsidiary of
Petra, with Revelation being the surviving entity of the merger and
a wholly owned subsidiary of Petra. Petra, which currently holds
approximately $73 million of cash in trust, will be renamed to
Revelation Biosciences, Inc. following the merger. The combined
entity will have an estimated pro forma enterprise value of
approximately $128 million. Assuming no trust account redemptions
by Petra’s public stockholders, Revelation’s existing stockholders
will own approximately 54% of the fully diluted shares of common
stock of the combined company immediately following the closing of
the business combination.
The combined company expects
to receive approximately $73 million in gross proceeds from the
trust account, assuming no redemptions by Petra’s existing public
shareholders. The cash proceeds from the transaction are expected
to fund the continued development of REVTx-99, Revelation’s lead
therapeutic candidate. REVTx-99 is being developed to prevent or
treat respiratory viral infections and chronic nasal congestion.
Proceeds from the transaction will also be used to fund the
continued development of REVDx-501, a rapid point-of-care
diagnostic that can be used to detect various respiratory viral
infections, regardless of virus type and without the need for
specialized instrumentation.
Following the closing of the
transaction, the company will be led by existing management from
Revelation, including CEO James Rolke.
The transaction has been approved by the Board of Directors of
both Petra and Revelation and is subject to the satisfaction of
customary closing conditions, including the approval of Petra’s
stockholders. The transaction is expected to close in the fourth
quarter of 2021.
Additional information about
the proposed business combination, including a copy of the merger
agreement and investor presentation, will be provided in a Current
Report on Form 8-K to be filed by Petra with the Securities and
Exchange Commission (the “SEC”) and available at www.sec.gov. In
addition, Petra Acquisition, Inc. intends to file a registration
statement on Form S-4 with the SEC, which will include a proxy
statement/prospectus, and will file other documents regarding the
proposed transaction with the SEC.
Management Comments
“We have all seen the crippling effects on lives and economies
when a virus takes over,” said James Rolke, Chief Executive Officer
of Revelation. “We believe innovations like REVTx‑99 will enable a
return to normalcy, alleviating concerns about exposure to severe
respiratory infections. The mechanism of REVTx‑99, which activates
the innate immune system, has the potential to reduce the exposure
risks associated with travel, medical care and normal daily
interactions by preventing and combating early infection. Our
merger with Petra Acquisition will provide the capital needed to
further our innovations and ensure they are widely available to
transform the prevention and treatment landscape of viral
respiratory diseases which lead to millions of deaths annually as
well as immense healthcare and economic disruptions.”
“Revelation Biosciences represents an opportunity to
dramatically reduce the impact and severity respiratory infections
have on our lives,” said Andreas Typaldos, CEO and Chairman of the
Board of Petra. “This transaction will provide James and the proven
leadership team at Revelation the capital necessary to continue
innovating in the world of innate immune system therapeutics and
diagnostics – the first step towards a healthier future.”
Investor Conference Call Information
Revelation and Petra will host a joint investor conference call
and webcast to discuss the proposed transaction on August 30, 2021
at 4:30 p.m. Eastern Time. The conference call can be accessed by
dialing 877-407-0792 for domestic callers and 201-689-8263 for
international callers. Please provide the operator with the
conference ID number 13722753 to join the conference call or click
here for the webcast. An archive of the conference call and webcast
will be available on Revelation’s website for 30 days following the
call.
Advisors
- Roth Capital Partners is acting as financial advisor to
Revelation
- LifeSci Capital is acting as financial and capital markets
advisor to Petra
- Loeb & Loeb LLP is acting as legal counsel to Petra
- Fox Rothschild LLP and J.P. Galda & Co are acting as legal
counsel to Revelation
About Revelation Biosciences, Inc.
Revelation Biosciences, Inc. is a clinical stage life sciences
company focused on the development of immunologic‑based therapies
for the prevention and treatment of disease. Revelation has several
product candidates in development. REVTx‑99, the lead therapeutic
candidate, is an intranasal immunomodulator to prevent or treat
infections caused by various respiratory viruses such as SARS-CoV-2
including its variants, influenza A and B, parainfluenza,
rhinovirus, and RSV. REVTx‑200 is an intranasal immunomodulator
adjunct to be used in combination with an intramuscular vaccination
for more complete immunity. REVTx‑200 is based on the same
technology used in REVTx-99. In addition to Revelation’s
therapeutic pipeline, Revelation is also developing REVDx‑501, a
rapid point-of-care diagnostic that can be used to detect any
respiratory viral infection, regardless of virus type or strain,
without the need for specialized instrumentation. For more
information on Revelation, please visit www.RevBiosciences.com.
About Petra Acquisition, Inc.
Petra Acquisition, Inc. (Nasdaq: PAIC) is a blank check company
organized for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination with one or more businesses
or entities, with an initial focus on target businesses in the
healthcare or a healthcare-related industry.
Forward-Looking Statements
This press release contains forward-looking statements as
defined in the Private Securities Litigation Reform Act of 1995, as
amended, including statements regarding the anticipated benefits of
the transaction, the anticipated timing of the transaction, the
future business and financial condition of the company post-closing
and expected financial impacts of the transaction, the satisfaction
of closing conditions to the transaction, the level of redemptions
of Petra’s public stockholders; the market opportunities for
Revelation’s product candidates; and the potential for regulatory
approval for Revelation’s product candidates. These forward-looking
statements are generally identified by the words "anticipate",
"believe", "expect", "estimate", "plan", "outlook", and "project"
and other similar expressions. Forward-looking statements are
statements that are not historical facts. We caution investors that
forward-looking statements are based on management’s expectations
and are subject to various risks and uncertainties. As a result,
caution must be exercised in relying on forward-looking statements,
which speak only as of the date they were made. The following
factors, among others, could cause actual results to differ
materially from those described in these forward-looking
statements: the occurrence of any event, change or other
circumstances that could give rise to an amendment or termination
of the Merger Agreement and the proposed transaction contemplated
thereby; the inability to complete the transactions contemplated by
the Merger Agreement due to the failure to obtain approval of the
stockholders of Petra or Revelation or other conditions to closing
in the Merger Agreement; the inability to project with any
certainty the amount of cash proceeds remaining in the Petra trust
account at the closing of the transaction; the uncertainty relative
to the cash made available to Revelation at the closing should any
material redemption requests be made by the Petra stockholders
(since the sources of cash projected in this press release assume
that no redemptions will be requested by Petra stockholders); the
inability of the company post-closing to obtain or maintain the
listing of its securities on Nasdaq following the business
combination; the amount of costs related to the business
combination; Revelation’s ability to yield sufficient cash proceeds
from the transaction to support its short-term operations and
research and development efforts since the Merger Agreement
requires no minimum level of funding in the trust fund to close the
transaction; the outcome of any legal proceedings that may be
instituted against the parties following the announcement of the
business combination; changes in applicable laws or regulations;
the ability of Revelation to meet its post-closing financial and
strategic goals, due to, among other things, competition; the
ability of the company post-closing to grow and manage growth
profitability and retain its key employees; the possibility that
the company post-closing may be adversely affected by other
economic, business, and/or competitive factors; risks relating to
the successful development of Revelation’s product candidates; the
clinical utility of an increase in intranasal IP-10 levels as a
treatment for viral infections; the ability to complete planned
clinical studies of REVTx‑99; expected initiation of the clinical
studies, the timing of clinical data; the outcome of the clinical
data, including whether the results of such study is positive or
whether it can be replicated; the outcome of data collected,
including whether the results of such data and/or correlation can
be replicated; the timing, costs, conduct and outcome of our other
clinical studies; the anticipated treatment of future clinical data
by the FDA, the EMA or other regulatory authorities, including
whether such data will be sufficient for approval; the success of
future development activities for REVTx‑99 and expanded
indications, REVTx‑200, REVDx‑501, or any other product candidates;
potential indications for which product candidates may be
developed; the potential impact that COVID‑19 may have on
Revelation’s suppliers, vendors, regulatory agencies, employees and
the global economy as a whole; the expected duration over which
Revelation’s balances will fund its operations; and other risks and
uncertainties described herein, as well as those risks and
uncertainties discussed from time to time in other reports and
other public filings with the SEC by Petra.
Important Information for Investors and Stockholders
This press release relates to a proposed transaction between
Petra Acquisition, Inc. and Revelation Biosciences, Inc. This press
release does not constitute either (a) a solicitation of a proxy,
consent or authorization with respect to any securities or in
respect of the proposed business combination or (b) an offer to
sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
Petra intends to file a registration statement on Form S-4 with
the SEC, which will include a document that serves as a prospectus
and proxy statement of Petra, referred to as a proxy
statement/prospectus. The proxy statement/prospectus will be sent
to all Petra and Revelation shareholders after the registration
statement is declared effective by the SEC. Petra will also file
other documents regarding the proposed transaction with the SEC.
This press release does not contain all of the information that
will be contained in the proxy statement/prospectus or other
documents filed with the SEC. Before making any voting decision,
investors and security holders of Petra and Revelation are urged to
read the registration statement, the proxy statement/prospectus and
all other relevant documents filed or that will be filed with the
SEC in connection with the proposed transaction as they become
available because they will contain important information about the
proposed transaction.
Investors and security holders will be able to obtain free
copies of the registration statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Petra through the website maintained
by the SEC at www.sec.gov or by sending a written request to Petra
at: sean.fitzpatrick@petraacquisition.com.
Participants in the Solicitation
Petra and its directors and executive officers may be deemed to
be participants in the solicitation of proxies from Petra’s
shareholders in connection with the proposed transaction. A list of
the names of such directors and executive officers and information
regarding their interests in the proposed business combination will
be contained in the proxy statement/prospectus when available. You
may obtain free copies of these documents as described in the
preceding paragraph.
Revelation and its directors and executive officers may also be
deemed to be participants in the solicitation of proxies from
Petra’s stockholders in connection with the proposed transaction. A
list of the names of such directors and executive officers and
information regarding their interests in the proposed business
combination will be contained in the proxy statement/prospectus
when available. You may obtain free copies of these documents as
described in the second preceding paragraph.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210830005223/en/
For Revelation Biosciences, Inc.: Investor Contact:
Sandra Vedrick Vice President, Investor Relations & Human
Resources Revelation Biosciences Inc. Email:
svedrick@revbiosciences.com
Media contact: Kristin Faulder kristin@heurisay.com
For Petra Acquisition, Inc.: Contact: Sean Fitzpatrick
Chief Financial Officer sean.fitzpatrick@petraacquisition.com
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