启示生物科学公司美股招股说明书(2025-09-30版)

13,065,000 Shares of Common Stock This prospectus relates to the resale, from time to time, of up to 13,065,000 shares of common stock, par value $0.001 pershare, by the selling stockholders identified in this prospectus under “Selling Stockholders” (the “Selling Stockholders”) to beissued upon the exercise of common stock purchase warrants (the “Class I Common Stock Warrants”) pursuant to an inducementoffer letter agreement the Company entered into with the Selling Stockholders on September 10, 2025 (the “Inducement Letter”).The Class I Common Stock Warrants are exercisable after and for five years from the date of stockholder approval at an exerciseprice of $2.20 per share. We are not selling any shares of common stock under this prospectus and will not receive any proceedsfrom the sale of the shares of common stock. We may, however, receive proceeds from any warrants that are exercised through thepayment of the exercise price in cash, in a maximum amount of up to approximately $28,743,000. We are paying however all ofthe fees and expenses in connection with the registration of the shares of common stock. Our common stock is listed on the Nasdaq Capital Market under the symbol “REVB.” On September 11, 2025, the lastreported sale price of our common stock on the Nasdaq Capital Market was $2.00. Investing in our securities involves a high degree of risk. You should carefully consider the risk factors incorporated byreference from our filings with the Securities and Exchange Commission under the Securities Exchange Act of 1934, asamended, including particularly the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024,before you invest in our securities. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapprovedof these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus is September 30, 2025 TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS2PROSPECTUS SUMMARY3ABOUT THE COMPANY3SUMMARY OF THE OFFERING3RISK FACTORS4USE OF PROCEEDS5PRIVATE PLACEMENT OF WARRANTS6SELLING STOCKHOLDERS7PLAN OF DISTRIBUTION8EXPERTS10LEGAL MATTERS10WHERE YOU CAN FIND MORE INFORMATION11INCORPORATION OF CERTAIN INFORMATION BY REFERENCE12 ABOUT THISPROSPECTUS This prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and ExchangeCommission (the “SEC”). You should read this prospectus and the information and documents incorporated by reference carefully.Such documents contain important information you should consider when making your investment decision. See “Where You CanFind More Information” on page11and “Incorporation of Certain Information by Reference” on page12in this prospectus. This prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Anystatement contained in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extentthat a statement contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will bedeemed to constitute a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitutea part of this prospectus. You may only rely on the information contained in this prospectus or that we have referred you to. Wehave not authorized anyone to provide you with different information. This prospectus does not constitute an offer to sell or asolicitation of an offer to buy any securities other than the securities offered by this prospectus. This prospectus and any futureprospectus supplement do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances inwhich such offer or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale madehereunder shall, under any circumstances, create any implication that there has been no change in our affairs since the date of thisprospectus or such prospectus supplement or that the information contained by reference to this prospectus or any prospectussupplement is correct as of any time after its date. This prospectus contains summaries of certain provisions contained in some of the documents described herein, butreference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by theactual documents. Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated byreference as exhibits to the registration statement of which this prospectus is a part, and you may obtain copies of those documentsas described below under “Where You Can Find More Information.” The Selling Stockholders are offering the shares of common stock only in jurisdictions wher