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2025-09-04
2025-09-04
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 4, 2025
PALISADE
BIO, INC.
(Exact
name of Registrant as Specified in Its Charter)
| Delaware |
|
001-33672 |
|
52-2007292 |
(State
or Other Jurisdiction
of
Incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1902 Wright Place
Suite
200 |
|
|
| Carlsbad,
California |
|
92008 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (858) 704-4900
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
PALI |
|
Nasdaq
Capital Market |
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).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Phantom
Equity Plan
On
September 4, 2025 the Board of Directors of Palisade Bio, Inc. (the “Company”), upon the approval and recommendation of the
Compensation Committee, approved and adopted a Phantom Unit Plan (the “Plan”) and related form of Phantom Unit Grant Notice
and Award Agreement (collectively, the “Award Agreement”).
Under
the terms of the Plan, the Compensation Committee may grant compensatory awards to the Company’s employees, directors and consultants
whose value shall be tied to the common stock of the Company, through the granting of up to 10,000,000 cash-settled phantom units, subject
to the adjustment provisions of the Plan (collectively, the “Phantom Units”). The Plan was adopted without stockholder approval
as the Phantom Units are exempt from the NASDAQ shareholder vote requirements.
The
Compensation Committee will determine the terms of any Phantom Units granted under the Plan, including the vesting and settlement schedule
applicable to the Phantom Units at the time of each grant. Grantees of Phantom Units shall not by virtue of their receipt of Phantom
Units have any ownership rights in shares of the Company’s common stock. The Plan shall continue for a period of ten years, after
which no further Phantom Units may be awarded (although any Phantom Units awarded prior to the expiration of such 10-year period shall
be unaffected by the termination of the Plan). The amendment and termination provisions of the Plan are substantially similar to those
in the Company’s 2021 Equity Incentive Plan.
Executive
Officer and Director Grants
Also
on September 4, 2025, the following grants occurred under the Plan: J.D. Finley, the Company’s Chief Executive Officer, was granted
323,400 Phantom Units; Mitchell Jones, the Company’s Chief Medical Officer, was granted 289,000 Phantom Units; Ryker Willie, the
Company’s Senior Vice President of Finance, was granted 137,600 Phantom Units; the Board Chair was granted 64,400 Phantom Units;
and the other independent directors were each granted 37,600 Phantom Units.
Vesting
Schedules
The
Phantom Units for the executives will vest in twelve equal quarterly installments over three years (subject to each executive’s
continuous service) with vesting dates of February 5, May 5, August 5, and November 5 each year, with the first vesting date to be November
5, 2025. The Phantom Units for the directors will vest in three annual installments over three years (subject to continuous service)
with vesting dates of August 5 each year, with the first vesting date to be August 5, 2026.
Accelerated
Vesting
For
our executive officers, the Phantom Units granted to J.D. Finley, Ryker Willie, and Mitchell Jones are subject to additional vesting
acceleration terms, a summary of which is provided below and the full details of which can be found within their respective amended employment
agreements, which will be filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30,
2025.
For
directors, they will receive 100% accelerated vesting if they are serving as a director of the Board on the date of a Liquidity Change
of Control (as defined in the Plan).
The
foregoing description of the Plan and Award Agreement does not purport to be complete, and is qualified in its entirety by reference
to the complete text of the Plan and Award Agreement, which will be filed as exhibits to the Company’s Quarterly Report on Form
10-Q for the quarter ending September 30, 2025.
Payment
Amount
Payments
upon the settlement of a vested Phantom Unit will equal the Fair Market Value of a share of the Company’s common stock as of the
date of the applicable Trigger Event (as defined below).
Trigger
Events and Payment Schedule of Phantom Units for Executives
For
each vested Phantom Unit, the value of such Phantom Unit will be paid following the earliest Trigger Event on the schedule in the table
below:
| Trigger
Event |
|
Payment
Schedule |
| Liquidity
Change in Control |
|
Payable
in a lump sum, within 60 days. |
| A
termination of the executive’s service without cause or for good reason (other than within 12 months following a Liquidity
Change in Control) |
|
Payable
in 12 substantially equal monthly installments with the first payment payable within 60 days. |
| A
termination of the executive’s service without cause or for good reason within 12 months following a Liquidity Change in Control |
|
Payable
in a lump sum, within 60 days. |
| 7th
anniversary of Date of Grant |
|
Payable
in a lump sum, within 60 days. |
Any
payments upon settlement of the Phantom Units will be subject to a six-month delay to the extent required under Section 409A of the Internal
Revenue Code of 1986.
Trigger
Events and Payment Schedule of Phantom Units for Directors
For
each vested Phantom Unit, the value of such Phantom Unit will be paid following the earliest Trigger Event on the schedule in the table
below:
| Trigger
Event |
|
Payment
Schedule |
| Termination
of a director’s service with the Company for any reason |
|
Payable
in 12 substantially equal monthly installments with the first payment payable within 60 days. |
| Liquidity
Change in Control |
|
Payable
in a lump sum, within 60 days. |
| 7th
anniversary of Date of Grant |
|
Payable
in a lump sum, within 60 days. |
Amendment
to Employment Agreements
Chief
Executive Officer and Chief Financial Officer
On
September 4, 2025, the Company entered into an Amended and Restated Executive Employment Agreement with J.D. Finley, Chief Executive
Officer and Chief Financial Officer (the “A&R Finley Agreement”).
The
material terms of the A&R Finley Agreement provide, among other things:
| ● | Mr.
Finley will continue to serve as Chief Executive Officer and Chief Financial Officer, reporting
to the Board. |
| ● | Mr.
Finley will receive a base salary of $575,000 per year, subject to Board review. |
| | | |
| ● | Eligibility
for a discretionary annual bonus of up to 50% of base salary, paid after determination of
performance target achievement. |
| | | |
| ● | Mr.
Finley may receive annual and additional equity-based awards, which may include Phantom Units,
at the Board’s discretion under the Company’s equity incentive plans. |
| | | |
| ● | If
subject to involuntary termination (without cause or for good reason) outside of the Change
in Control Period (defined below), Mr. Finley will be entitled to receive: (i) 12 months’
base salary continuation; (ii) payment of COBRA premiums for up to 12 months; (iii) 100%
acceleration of time-based equity vesting; and (iv) any unpaid annual bonus for a prior year. |
| | | |
| ● | Upon
an involuntary termination (without cause or for good reason) within the period commencing
3 months prior to and ending 12 months following a change in control of the Company (the
“Change in Control Period”), Mr. Finley will be entitled to receive: (i) a lump
sum payment equal to 24 months’ base salary and 2x target annual bonus; (ii) payment
of COBRA premiums for up to 24 months; (iii) 100% acceleration of time-based equity awards;
and (iv) any unpaid annual bonus for a prior year. |
These
severance benefits are conditioned on compliance with non-competition, non-solicitation, and confidential information covenants, and
execution of an effective release. The entire A&R Finley Agreement will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarter ending September 30, 2025.
Senior
Vice President of Finance
On
September 4, 2025, the Company also entered into an Amended and Restated Executive Employment Agreement with Ryker Willie, Senior Vice
President of Finance (the “A&R Willie Agreement”).
The
material terms of the A&R Willie Agreement provide, among other things:
| ● | Mr.
Willie will continue to serve as Senior Vice President of Finance, reporting to the Chief
Executive Officer. |
| | | |
| ● | Mr.
Willie will receive an annual base salary of $298,500, with eligibility for review and adjustment
by the Board. |
| | | |
| ● | Mr.
Willie may earn a discretionary annual bonus of up to 35% of base salary, subject to achievement
of performance targets established by the Board. |
| | | |
| ● | Eligibility
to participate in Company benefit plans as well as annual and additional equity-based awards,
which may include Phantom Units, granted at the Board’s discretion, under the Company’s
equity incentive plans. |
| | | |
| ● | If
subject to an involuntary termination (without cause or for good reason) outside of the Change
in Control Period, Mr. Willie will be entitled to receive: (i) a nine months’ base
salary continuation; (ii) payment of COBRA premiums for up to nine months; and (iii) any
unpaid annual bonus for a prior year. |
| | | |
| ● | If
subject to an involuntary termination (without cause or for good reason) during the Change
in Control Period, Mr. Willie will be entitled to receive: (i) a lump sum severance equal
to 18 months’ base salary and 1.5x target bonus; (ii) payment of COBRA premiums for
up to 18 months; (iii) 100% acceleration of time-based equity awards; and (iv) any unpaid
annual bonus for a prior year. |
These
severance benefits are conditioned on compliance with non-competition, non-solicitation, and confidential information covenants, and
execution of an effective release. The entire A&R Willie Agreement will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarter ending September 30, 2025.
Chief
Medical Officer
On
September 4, 2025, the Company also entered into an Amended and Restated Executive Employment Agreement with Mitchell Jones, M.D., Ph.D.,
Chief Medical Officer (the “A&R Jones Agreement”).
The
material terms of the A&R Jones Agreement provide, among other things:
| ● | Dr.
Jones will continue to serve as Chief Medical Officer, reporting to the CEO. |
| | | |
| ● | Dr.
Jones will receive a base salary of $440,000 per year, subject to adjustment by the Board. |
| | | |
| ● | He
is eligible for a discretionary annual bonus of up to 40% of base salary, with the first
year’s bonus not pro-rated. |
| | | |
| ● | Dr.
Jones is eligible for annual and additional equity-based awards, which may include Phantom
Units, at the discretion of the Board, under the Company’s incentive plans. |
| | | |
| ● | If
subject to an involuntary termination (without cause or for good reason) outside of the Change
in Control Period, Dr. Jones will be entitled to receive: (i) 12 months’ base salary
continuation; (ii) payment of COBRA premiums for up to 12 months; and (iii) any unpaid annual
bonus for a prior year. |
| | | |
| ● | If
subject to an involuntary termination (without cause or for good reason) during the Change
in Control Period, Dr. Jones will be entitled to receive: (i) a lump sum payment of 24 months’
base salary and 2x target bonus; (ii) payment of COBRA premiums for up to 24 months; (iii)
100% acceleration of all time-based equity awards; and (iv) any unpaid annual bonus for a
prior year. |
These
severance benefits are conditioned on compliance with non-competition, non-solicitation, and confidential information covenants, and
execution of an effective release. The entire A&R Jones Agreement will be filed as an exhibit to the Company’s Quarterly Report
on Form 10-Q for the quarter ending September 30, 2025.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
September 5, 2025 |
Palisade
Bio, Inc. |
| |
|
|
| |
|
/s/
J.D. Finley |
| |
By: |
J.D.
Finley |
| |
|
Chief
Executive Officer |
