Palisade Bio Announces Pricing of Upsized $120 Million Underwritten Public Offering of Common Stock

Rhea-AI Summary

Palisade Bio (NASDAQ: PALI), a clinical-stage biopharmaceutical company, has announced the pricing of an upsized $120 million underwritten public offering. The offering consists of 171,440,559 shares of common stock priced at $0.70 per share.

The company has granted underwriters a 45-day option to purchase up to an additional 25,714,285 shares at the public offering price. Ladenburg Thalmann & Co. Inc. is serving as the sole book-running manager. The offering is expected to close around October 2, 2025, subject to customary closing conditions.

Positive

• Significant capital raise of $120 million to fund operations and development
• Successful upsizing of the offering indicates strong investor interest

Negative

• Potential significant dilution for existing shareholders with 171.4M new shares being issued
• Offering price of $0.70 may represent a discount to market price

Insights

Financial Analyst

Palisade Bio's substantial $120M offering boosts liquidity but heavily dilutes existing shareholders at below-market pricing.

Palisade Bio has priced an upsized $120 million public offering, selling 171,440,559 shares at $0.70 per share. This represents a significant capital raise for a clinical-stage biopharmaceutical company, providing substantial runway for their development programs targeting autoimmune, inflammatory, and fibrotic diseases.

The pricing indicates potential investor confidence in Palisade's clinical pipeline, but the massive share issuance will cause substantial dilution for existing shareholders. With Ladenburg Thalmann as sole book-running manager and an additional 45-day option for underwriters to purchase up to 25,714,285 more shares, this offering dramatically expands Palisade's outstanding share count.

The closing is expected around October 2, 2025, subject to customary conditions. This significant cash infusion will likely extend Palisade's operational runway considerably, potentially funding multiple clinical trials through critical milestones. For a clinical-stage company without significant revenue, securing this level of funding reduces near-term financing risk but comes at the cost of equity dilution.

The structure using both common stock and "common stock equivalents" priced at slightly different levels ($0.70 vs $0.6999) suggests a complex offering potentially involving warrants or convertible securities to attract institutional investors. If the underwriters exercise their full option, the total raise could approach $138 million before fees and expenses.

Carlsbad, CA, Oct. 01, 2025 (GLOBE NEWSWIRE) -- Palisade Bio, Inc.  (Nasdaq: PALI) (“Palisade” or the “Company”), a clinical-stage biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, today announced the pricing of an underwritten public offering of 171,440,559 shares of its common stock (or common stock equivalents) at a public offering price of $0.70 per share (or $0.6999 per common stock equivalent).

Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the offering.

In addition, Palisade has granted the underwriters a 45-day option to purchase up to an additional 25,714,285 shares of its common stock at the public offering price, less underwriting discounts and commissions.

The gross proceeds from the offering, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Palisade, are expected to be approximately $120 million, excluding any exercise of the underwriters’ option to purchase additional shares. The offering is expected to close on or about October 2, 2025, subject to the satisfaction of customary closing conditions.

A registration statement on Form S-1 (File No. 333-290568) relating to the offering of these securities was declared effective by the Securities and Exchange Commission (the “SEC”) on September 30, 2025 and an additional registration statement on Form S-1 filed pursuant to Rule 462(b), which was filed on October 1 2025, which became effective upon filing. Copies of the registration statement can be accessed by visiting the SEC website at www.sec.gov. The securities referred to in this release are to be offered only by means of a prospectus. A preliminary prospectus describing the terms of the offering has been filed with the SEC and forms a part of the effective registration statement. When available, a copy of the final prospectus relating to the offering may be obtained from: Ladenburg Thalmann & Co. Inc. at 640 Fifth Avenue, 4^th Floor, New York, New York 10019, by calling (212) 409-2000, or by emailing prospectus@ladenburg.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About Palisade Bio 

Palisade Bio is a clinical-stage biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases. The Company believes that by using a targeted approach with its novel therapeutics it will transform the treatment landscape. For more information, please go to www.palisadebio.com.

Forward Looking Statements

Statements in this press release about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute “forward-looking statements.” These statements include, but are not limited to, statements relating to the ability of the Company to close the offering, the anticipated use of proceeds, expected trading commencement and closing dates. The words, without limitation, “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will” or “would” or the negative of these terms or other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these or similar identifying words. Actual results may differ materially from those indicated by such forward-looking statements as a result of various important factors, including: the uncertainties related to market conditions and the completion of the public offering on the anticipated terms of the offering or at all, and other factors discussed in the “Risk Factors” section of the preliminary prospectus that forms a part of the effective registration statement filed with the SEC, including our filings incorporated by reference in such registration statement. Any forward-looking statements contained in this press release are based on the current expectations of Palisade’s management team and speak only as of the date hereof, and Palisade specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

Investor Relations Contact

JTC Team, LLC
Jenene Thomas
908-824-0775
PALI@jtcir.com

FAQ

What is the size and price of Palisade Bio's (PALI) October 2025 public offering?

Palisade Bio priced an offering of 171,440,559 shares at $0.70 per share, expecting to raise approximately $120 million in gross proceeds.

Who is the underwriter for Palisade Bio's (PALI) October 2025 stock offering?

Ladenburg Thalmann & Co. Inc. is acting as the sole book-running manager for the offering.

When will Palisade Bio's (PALI) $120M public offering close?

The offering is expected to close on or about October 2, 2025, subject to customary closing conditions.

What additional options were granted to the underwriters in PALI's October 2025 offering?

Underwriters received a 45-day option to purchase up to an additional 25,714,285 shares at the public offering price, less underwriting discounts and commissions.

What is the intended use of proceeds from Palisade Bio's (PALI) $120M offering?

While specific use of proceeds wasn't detailed in the announcement, as a clinical-stage biopharmaceutical company, the funds are likely to support development of therapeutics for autoimmune, inflammatory, and fibrotic diseases.