false
0001357459
0001357459
2025-10-15
2025-10-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 15, 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.
Corporate
Update
On
October 15, 2025, Palisade Bio, Inc. (the “Company”) provided the following corporate and financing updates:
The
Company reports that, as of October 15, 2025, it had cash and cash equivalents of approximately $133.3 million. The Company also reported
that, as of October 15, 2025, there were 133,002,572 shares of its common stock outstanding and pre-funded warrants to purchase up to
73,271,424 shares of its common stock outstanding.
NASDAQ
Compliance Letter
As
previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on May
2, 2025, on April 30, 2025, the Company received a notice from the Listing Qualifications Department (the “Staff”) of the
Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the 30 consecutive trading days preceding the date of the
notice, the bid price of the Company’s common stock, par value $0.01 per share, had closed below the $1.00 per share minimum required
for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”).
The notice received had no immediate effect on the Company’s Nasdaq listing. In accordance with Nasdaq rules, the Company was provided
an initial period of 180 calendar days, or until October 27, 2025, to regain compliance with the Minimum Bid Price Requirement.
On
October 15, 2025, the Company received a minimum bid price compliance letter from the Staff confirming the Company has regained compliance
with Listing Rule 5550(a)(2), and that the matter is now closed. There can be no assurance, however, that the Company will be able to
maintain compliance with Listing Rule 5550(a)(2) in the future.
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 16, 2025 |
Palisade Bio, Inc. |
| |
|
|
| |
|
/s/
J.D. Finley |
| |
By: |
J.D. Finley |
| |
|
Chief Executive Officer |
