UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 4.01 Change in the Registrant’s Certifying Accountant.
On May 2, 2022, the audit committee of the Board of Directors of Revelation Biosciences, Inc. (Revelation) approved a resolution appointing Baker Tilly US, LLP (“Baker Tilly”) as Revelation’s independent registered public accounting firm to audit Revelation’s consolidated financial statements for the fiscal year ending December 31, 2022. Baker Tilly served as the independent registered public accounting firm of Revelation Biosciences Sub, Inc. (“Revelation Sub”), our wholly owned subsidiary, prior to the previously announced business combination that closed on January 10, 2022 (the “Business Combination”). Accordingly, dbbmckennon, Revelation’s independent registered public accounting firm prior to the Business Combination, was informed that it would be replaced by Baker Tilly as Revelation’s independent registered public accounting firm, effective upon completion of its audit of Revelation’s consolidated financial statements for the fiscal year ending December 31, 2021, which consist only of the accounts of the pre-Business Combination Special Purpose Acquisition Company.
The reports of dbbmckennon on Revelation’s financial statements as of and for the two most recent fiscal years (ending December 31, 2021 and December 31, 2020) did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainties, audit scope or accounting principles.
During Revelation’s two most recent fiscal years (ending December 31, 2021 and December 31, 2020) and the subsequent interim period through May 2, 2022, there were no disagreements between Revelation and dbbmckennon on any matter of accounting principles or practices, financial disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of dbbmckennon, would have caused it to make reference to the subject matter of the disagreements in its reports on Revelation’s financial statements for such years.
During Revelation’s two most recent fiscal years (ending December 31, 2021 and December 31, 2020) and the subsequent interim period through May 2, 2022, there were no “reportable events” (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
Revelation provided dbbmckennon with a copy of the foregoing disclosures and has requested that dbbmckennon furnish Revelation with a letter addressed to the SEC stating whether it agrees with the statements made by Revelation set forth above. A copy of dbbmckennon’s letter, dated on May 2, 2022, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
During the fiscal years ending December 31, 2021 and December 31, 2020 and the subsequent interim periods through May 2, 2022, neither Revelation, nor any party on behalf of Revelation, consulted with Baker Tilly with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of the audit opinion that might be rendered with respect to Revelation’s consolidated financial statements, and no written report or oral advice was provided to Revelation by Baker Tilly that was an important factor considered by Revelation in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was subject to any disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as that term is defined in Item 304(a)(1)(v) of Regulation S-K).
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 16.1 | Letter from DBB McKennon to the SEC, dated May 6, 2022 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 6, 2022
| REVELATION BIOSCIENCES, INC. | ||
| By: | /s/ Chester S. Zygmont, III | |
| Name: | Chester S. Zygmont, III | |
| Title: | Chief Financial Officer | |
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