Item 1.01. Entry into a Material Definitive Agreement.
Backstop Agreements
On
Revelation obtained the financing for its Backstop Agreement through a
convertible note financing in an amount of up to
The foregoing description is only a summary of the Backstop Agreements and is
qualified in its entirety by reference to the full text of each of the Backstop
Agreements, which are filed as Exhibits 10.1.1 to 10.1.14 to Petra's Form 8-K
dated
Forward Share Purchase Agreement
On
The Purchase Agreement provides that
Pursuant to the Purchase Agreement,
Pursuant to an escrow agreement dated
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In exchange for the Petra's commitment to purchase the Meteora Shares on the
Closing Date,
The Purchase Agreement contains customary representations, warranties and covenants from the parties.
The amount placed in escrow will not be available to the post-Business Combination company ("New Revelation") to fund its operations post-closing of the Business Combination and accordingly if New Revelation is required to fulfill its obligations under the Purchase Agreement it will require additional financing in the immediate term. Such financing may be dilutive to existing shareholders of New Revelation and there can be no assurance that such financing will be available on terms favorable to New Revelation or at all.
The foregoing description is only a summary of the Purchase Agreement and Escrow
Agreement and is qualified in its entirety by reference to the full text of the
Purchase Agreement and Escrow Agreement, which are filed as Exhibits 10.2 and
10.3, respectively, to Petra's Form 8-K dated
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information included in Item 1.01 of this Current Report on Form 8-K, with respect to the Purchase Agreement (defined below), is also incorporated by reference into this Item 2.03 of this Current Report on Form 8-K to the extent required.
Item 7.01 Regulation FD Disclosure
On
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed to be filed for purposes of Section 18 of the Exchange Act, or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events
Supplemental Information Regarding the Petra Board Process In Connection with the Business Combination
As previously reported, on
In connection with the decision by the Petra board of directors (the "Board") to proceed with the Business Combination, no financial projections for Revelation were reviewed by the Board (or by Scalar in connection with the preparation and delivery of its Fairness Opinion) because at the time of the entry into the Merger Agreement, Revelation was a pre-clinical biotechnology company and accordingly such projections would be speculation.
Neither Revelation or Petra nor any of their respective board members or officers had previously had any business relationship with Scalar nor did any of such persons receive any compensation from Scalar in connection with its engagement with Petra for the preparation and delivery of the Fairness Opinion.
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Important Information and Where to Find It
In connection with the proposed Business Combination described herein, Petra has
filed, and the
Participants in the Solicitation
Petra and its directors and executive officers may be deemed participants in the
solicitation of proxies from Petra's stockholders with respect to the Business
Combination. A list of the names of those directors and executive officers and a
description of their interests in Petra is included in the proxy statement for
the proposed Business Combination and is available at www.sec.gov. Additional
information regarding the interests of such participants is contained in the
proxy statement for the proposed Business Combination. Information about Petra's
directors and executive officers and their ownership of Petra common stock is
set forth in Petra's prospectus, dated
Revelation and its directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of Petra in connection with the proposed Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the proposed Business Combination is included in the proxy statement for the proposed Business Combination.
Forward-Looking Statements
This Current Report on Form 8-K 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: risks relating to the successful completion of RVL-CLR01 clinical
study; the risk that we may not fully enroll our RVL-CLR01 clinical study or
enrollment will take longer than expected; risks relating to the occurrence of
adverse safety events and/or unexpected concerns that may arise from data or
analysis from our RVL-CLR01 clinical study; 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 as a result of redemption requests
made by the 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 cytokine levels as a biomarker of 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
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Item 9.01. Financial Statements and Exhibits
(c) Exhibits: Exhibit No. Description 10.1.1 Agreement datedDecember 20, 2021 by and betweenPetra Acquisition, Inc. andRevelation Biosciences, Inc. 10.1.2 Agreement datedDecember 21, 2021 by and betweenPetra Acquisition, Inc. andGeorge Tidmarsh . 10.1.3 Agreement datedDecember 17, 2021 by and betweenPetra Acquisition, Inc. and LifeSci ventureMaster SPV LLC 10.1.4 Agreement datedDecember 17, 2021 by and betweenPetra Acquisition, Inc. andMonashee Investment Management LLC 10.2 Forward Purchase Share Agreement, datedDecember 21, 2021 , amongPetra Acquisition, Inc ,,Meteora Special Opportunity Fund I, LP , andMeteora Capital Partners, LP . 10.3 Escrow Agreement datedDecember 21, 2021 betweenPetra Acquisition , Inc. ,Continental Stock Transfer & Trust Company ,Meteora Special Opportunity Fund I, LP andMeteora Capital Partners LP . 99.1 Press Release datedDecember 21, 2021 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4
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