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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): October 9, 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
8.01. Other Events.
On
October 9, 2025, Palisade Bio, Inc. (the “Company”) issued a press release announcing that the Company had determined to
cancel its special meeting of stockholders that was scheduled to reconvene on Friday, October 10, 2025 at 10:00 a.m. Pacific Time (the
“Special Meeting”) and to withdraw from consideration by the Company’s stockholders the proposals set forth in the
definitive proxy statement filed with the U.S. Securities and Exchange Commission on August 18, 2025. A copy of such press release is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit
No. |
|
Description |
|
99.1 |
|
Press Release, dated October 9, 2025. |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 9, 2025 |
Palisade Bio, Inc. |
| |
|
|
| |
|
/s/ J.D.
Finley |
| |
By: |
J.D. Finley |
| |
|
Chief Executive Officer |
