Palisade Bio Inc SEC Filings

Palisade Bio (PALI) reported Q3 2025 results, highlighting lower operating spend and a major post‑quarter financing that strengthened liquidity. Operating expenses fell to $2.9 million from $3.6 million a year ago as research and development declined to $1.4 million, while general and administrative was $1.5 million.

The company posted a Q3 net loss of $2.9 million and a nine‑month net loss of $7.9 million. Cash and cash equivalents were $5.2 million at September 30, 2025, down from $9.8 million at year‑end, with net cash used in operations of $7.7 million for the nine months. Total assets were $7.0 million and stockholders’ equity was $3.2 million.

After quarter‑end, Palisade closed an underwritten equity offering on October 2, 2025 for $138 million in gross proceeds. Management concluded this significantly increases working capital and removes substantial doubt about continuing as a going concern for one year from issuance of these financial statements. During Q3, a July warrant‑exercise inducement brought in $3.9 million gross and created 8.64 million replacement warrants. Shares outstanding were 149,003,210 as of November 5, 2025; 9,119,152 shares were outstanding as of September 30, 2025.

Palisade Bio, Inc. (PALI) filed an amended Form 4 reporting a corrected equity award to a director. On 10/06/2025, the reporting person acquired 182,000 Restricted Stock Units (RSUs) at $0, with 182,000 derivative securities beneficially owned directly after the transaction.

The amendment corrects a previously reported grant of 1,538,700 RSUs; the issuer has rescinded 1,356,700 of that prior amount. Each RSU represents a right to receive one share of common stock; until sufficient shares are reserved under the 2021 Equity Incentive Plan, RSUs may be settled in cash upon vesting.

The RSUs vest in three equal annual installments, with the first installment vesting on the earlier of the 2026 annual meeting of stockholders or the anniversary of October 6, 2025, subject to continuous service.

Palisade Bio (PALI)60,600 RSUs after the issuer rescinded 450,100 RSUs from an initially reported 510,700 RSUs on 10/06/2025.

Each RSU represents a right to one common share, though settlement may be in cash until sufficient shares are reserved under the 2021 Equity Incentive Plan. The RSUs vest in three equal annual installments, with the first vesting on the earlier of the 2026 annual meeting of stockholders or the anniversary of October 6, 2025, contingent on continued service.

Palisade Bio (PALI) filed a Form 4/A amending a prior equity grant for a director. The filing reports 60,600 restricted stock units (RSUs) granted on October 6, 2025, shown at a derivative security price of $0 with 60,600 derivative securities beneficially owned on a direct basis.

The amendment corrects a previously reported grant of 510,700 RSUs; the issuer has rescinded 450,100 of those RSUs. Each RSU represents a contingent right to one share, though RSUs may be settled in cash until sufficient shares are reserved under the 2021 Equity Incentive Plan. The RSUs vest in three equal annual installments, with the first vesting on the earlier of the 2026 annual meeting of stockholders or the anniversary of October 6, 2025, subject to continuous service.

Palisade Bio (PALI) reported a compensation plan change. The Board adopted a Phantom Unit Plan on September 4, 2025, and later approved its termination effective October 22, 2025.

Phantom Units granted under the plan to Chief Executive Officer J.D. Finley, Chief Medical Officer Mitchell Jones, and Senior Vice President of Finance Ryker Willie were unvested as of the termination date and will terminate for no consideration.

Palisade Bio reported results from its annual meeting. Stockholders approved an amendment allowing the board to implement a reverse stock split at a ratio of not less than 1-for-5 and not greater than 1-for-50, with the exact ratio set by the board and to be effected on or before December 31, 2025. Directors J.D. Finley, Donald Williams, and Emil Chuang were elected to serve until the 2026 annual meeting.

Shareholders also ratified Baker Tilly US, LLP as independent auditor for the fiscal year ending December 31, 2025. A quorum was reached with 3,585,700 shares present (approximately 39.32%) out of 9,119,152 shares outstanding as of the September 12, 2025 record date. Proposal 3, the reverse split authorization, received 2,353,265 votes for, 1,122,616 against, and 109,819 abstentions.

Palisade Bio, Inc. announced a corporate update and Nasdaq status. As of October 15, 2025, the company reported cash and cash equivalents of $133.3 million. Shares outstanding were 133,002,572 as of the same date, and the company had pre-funded warrants outstanding to purchase up to 73,271,424 shares of common stock.

On October 15, 2025, Palisade Bio received a minimum bid price compliance letter from Nasdaq confirming it has regained compliance with Listing Rule 5550(a)(2), closing the matter. The company had previously been notified on April 30, 2025 that its stock price was below the $1.00 minimum, with an initial cure period through October 27, 2025. The company noted there can be no assurance it will maintain compliance in the future.

RA Capital and affiliated persons disclose beneficial ownership of 9,935,761 shares of Palisade Bio common stock, representing effectively 9.99% of the outstanding shares under the terms of pre-funded warrants and a beneficial ownership blocker. The Fund directly holds 7,124,116 shares and pre-funded warrants exercisable for up to 6,614,285 shares, but exercise is limited so total reported beneficial ownership is capped at 9,935,761 shares. The ownership percentage is calculated using 96,645,431 shares outstanding plus 2,811,645 issuable shares, per the issuer's prospectus.

The filing clarifies voting and disposition powers: RA Capital is delegated sole voting and dispositive power over the Fund's holdings, and Dr. Peter Kolchinsky and Mr. Rajeev Shah are identified as controlling persons of RA Capital. Each reporting person disclaims beneficial ownership except as required for Section 13(d) filing obligations. The statement affirms the holdings were not acquired to influence control and includes a joint filing agreement.