Palisade Bio Inc SEC Filings

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.

Perceptive Advisors LLC, its founder Joseph Edelman and Perceptive Life Sciences Master Fund, Ltd. reported beneficial ownership of 12,243,018 shares of Palisade Bio, Inc. common stock, representing 9.99% of the class on a fully considered basis. The calculation uses 96,645,431 reported outstanding shares plus 25,714,285 shares from the underwriters' over-allotment and assumes exercise of Pre-Funded Warrants for 193,018 shares permitted under a stated Beneficial Ownership Limitation. The Master Fund directly holds 12,050,000 shares and 5,185,714 Pre-Funded Warrants, and Perceptive Advisors acts as investment manager; Mr. Edelman is the managing member. The filing states the position was not acquired to influence control.

Donald Allen, a director of Palisade Bio, Inc. (PALI), was granted 1,538,700 Restricted Stock Units (RSUs) with a transaction date of 10/06/2025. Each RSU converts into one share of common stock unless the company lacks reserved shares, in which case the RSUs may be settled in cash. The RSUs vest for service in three equal annual installments, to be satisfied on the earlier of the next annual meeting of stockholders or the anniversary of 10/06/2025, subject to continued service. Following the grant, the reporting person beneficially owns 1,538,700 shares (direct).

Palisade Bio director Wei Binxian received 510,700 restricted stock units (RSUs) on 10/06/2025. Each RSU converts to one share of common stock when settled, but may be cash-settled if sufficient shares are not reserved under the 2021 Equity Incentive Plan. The RSUs vest in three equal annual installments, each satisfied on the earlier of the next annual meeting of stockholders or the anniversary of 10/06/2025, subject to continuous service.

The reported holding after the grant is 510,700 shares beneficially owned, held directly. The Form 4 was filed by one reporting person and signed by an attorney-in-fact on 10/08/2025.

Palisade Bio issued a grant of 7,665,800 restricted stock units (RSUs) to its Chief Medical Officer, representing a contingent right to receive one share per RSU or, if shares are not available, a cash settlement. The RSUs vest in three equal parts: 1/3 on 10/06/2026 with the remaining two thirds vesting quarterly over the following eight quarters, contingent on the officer's continuous service. The grant carries a $0 exercise/settlement price per share and is recorded as a direct beneficial holding of 7,665,800 common shares once settled. The filing reports the insider transaction dated 10/06/2025 and is signed by an attorney-in-fact on behalf of the reporting person.

Palisade Bio reported that John David Finley, a director and officer (CEO, CFO), was granted 9,179,400 restricted stock units (RSUs) on 10/06/2025. Each RSU converts to one share of common stock when settled, though RSUs may be paid in cash if there are not enough shares reserved under the 2021 Equity Incentive Plan. The RSUs vest 1/3 on 10/06/2026 and then quarterly over the next eight quarters, conditioned on continuous service. The reported grant has a $0 per-share exercise/settlement price and is held directly by the reporting person.