Palisade Bio Inc SEC Filings

Palisade Bio, Inc. filed an S-1 registration for an initial public offering describing the securities to be offered, capitalization and ownership. The filing discloses authorized and outstanding share counts: 280,000,000 authorized common shares, 4,800,247 shares outstanding (actual) and a pro forma as adjusted share count of 156,177,975. The prospectus shows a pro forma net tangible book value per share of $0.67. Beneficial ownership tables list major holders including Armistice Capital with 478,945 shares per a Schedule 13G filed August 14, 2025, and named officers/directors with specific share and option holdings. Estimated offering expenses are itemized: FINRA filing fee $19,457.75, printing $3,000, legal $370,000, accounting $125,500, and transfer agent fees $21,500. Several customary sections (use of proceeds, dilution, underwriting) and exhibit references are listed, but specific public offering price and total proceeds figures are not provided in the excerpt.

Palisade Bio, Inc. (PALI) is soliciting votes at its virtual Annual Meeting to be held at 10:00 a.m. Pacific Time on October 17, 2025. Stockholders must register at www.proxydocs.com/PALI using the 12-digit control number on their proxy card; in-person attendance is not permitted. The board asks holders to vote on three principal proposals: election of three directors to serve until the 2026 annual meeting, ratification of Baker Tilly US, LLP as independent auditor for fiscal 2025, and approval of an amendment authorizing a reverse stock split at a ratio between 1-for-5 and 1-for-50 to be set by the board and effective no later than December 31, 2025. The proxy discloses that the reverse split may not proportionally increase market price, could reduce liquidity, create odd lots, and might not prevent delisting from the Nasdaq Capital Market. The filing also summarizes recent financings: management participation in an August 16, 2022 offering (CEO invested $25,000 for 133 units), an April 2023 registered/private offering involving Armistice Capital LLC, and a December 2024 sale of Class A and B Units to Armistice for an aggregate $4,999,687.13. The proxy describes director and committee cash retainers (e.g., board retainer $40,000; board chair additional $35,000) and provides voting instructions by phone, internet, proxy card, or during the meeting.

Palisade Bio's preliminary proxy requests shareholder votes on three principal proposals: elect three directors for terms ending at the 2026 annual meeting, ratify Baker Tilly US, LLP as the independent registered public accounting firm for fiscal 2025, and approve an amendment authorizing the Board to implement a reverse stock split at a ratio between 1-for-5 and 1-for-50 to be effected on or before December 31, 2025. The document explains voting methods for an online-only annual meeting and describes factors the Board will consider in setting a split ratio, including trading price, liquidity, authorized shares and potential impacts on market capitalization and Nasdaq continued listing. Proxy voting procedures, potential odd-lot effects post-split, executive compensation disclosures and recent financing transactions with institutional investors (including Armistice Capital) and exercise-price adjustments for previously issued warrants are included.

Palisade Bio, Inc. filed an 8-K reporting executive change-in-control payment triggers tied to a Liquidity Change in Control and post-change termination events. The filing states that if an executive is terminated without cause or for good reason within 12 months following a Liquidity Change in Control, a severance payment becomes payable in a lump sum within 60 days. The same 60-day lump-sum timing is repeated for payments tied to the 7th anniversary of the Date of Grant and for amounts explicitly linked to the Liquidity Change in Control. The document is signed by J.D. Finley, Chief Executive Officer, and discloses timing and trigger mechanics but does not state specific payment amounts.

Palisade Bio director Donald Allen received a grant of 64,400 phantom units on 09/04/2025. Each phantom unit represents the economic equivalent of one share of Palisade Bio common stock. The award vests in three equal annual installments beginning August 5, 2026, provided the reporting person remains in continuous service through each vesting date. Vested phantom units will be settled solely in cash based on the fair market value of an equal number of shares upon termination of service, a liquidity change in control, or the seventh anniversary of the grant. The reporting person’s ownership after the grant is 64,400 common stock equivalents, held directly.

Palisaade Bio insider grant: The filing shows that John David Finley, a director and officer (listed as CEO, CFO), was granted 323,400 Phantom Units on 09/04/2025. Each Phantom Unit equals the economic value of one share of common stock and the award vests in 12 equal quarterly installments beginning November 5, 2025, subject to the reporting persons continuous service through each vesting date. Vested Phantom Units will be settled solely in cash based on the fair market value of an equal number of shares upon the earliest of termination by the issuer without cause, a liquidity change in control, or the 7th anniversary of the grant date, per the issuers Phantom Unit Plan. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Wei Binxian, a director of Palisade Bio, Inc. (PALI), was granted 18,800 phantom units on 09/04/2025. Each phantom unit mirrors the economic value of one share of common stock and the grant is recorded as 18,800 units with a $0 exercise price. The phantom units vest in three equal annual installments beginning August 5, 2026, subject to the reporting persons continuous service through each vesting date. Vested units will be settled solely in cash based on the fair market value of an equal number of shares upon termination of service, a defined change in control, or the seventh anniversary of the grant date. The Form 4 was signed by an attorney-in-fact on 09/05/2025.