Palisade Bio Inc SEC Filings

Commodore Capital and affiliated filers reported beneficial ownership of 9,690,665 shares of Palisade Bio, Inc. common stock, representing 9.9% of the outstanding class as of October 1, 2025. The position consists of 9,332,443 shares plus 358,222 shares issuable upon exercise of a pre-funded warrant; an additional 4,827,492 shares underlying a separate pre-funded warrant were excluded due to a stated 9.99% beneficial ownership limitation. The reporting group includes Commodore Capital LP (investment manager), Commodore Capital Master LP, and principals Robert Egen Atkinson and Michael Kramarz. Filers certify the stake was not acquired to change or influence control.

Palisade Bio, Inc. received a joint Schedule 13G showing that Deep Track entities and David Kroin together beneficially own 10,012,958 shares, representing 9.99% of the outstanding common stock as of October 8, 2025. The filing breaks ownership across Deep Track Capital, LP (9.99% combined with related funds), Deep Track Biotechnology Master Fund, Ltd. (6.49%), and Deep Track Special Opportunities Fund, LP (3.5%). The total share count used for calculations is 100,229,818, which includes 6,428,571 pre-funded warrants exercisable subject to a 9.99% maximum ownership limitation. The filers state the holdings were not acquired to change or influence control.

Palisade Bio, Inc. received a Schedule 13G filing disclosing that Point72-related entities and Steven A. Cohen beneficially own 7,585,611 shares of common stock, representing 6.2% of the outstanding class as of 10/06/2025. The filing states the shares are held by Point72 Associates, an investment fund managed by Point72 Asset Management, with Point72 Capital Advisors, Inc. as general partner and Mr. Cohen exercising control. The reporting persons certify the position was not acquired to influence control of the issuer and they filed jointly under a Joint Filing Agreement.

The prospectus describes a proposed public offering consisting of 87,526,279 shares of common stock and pre-funded warrants to purchase 83,914,280 shares of common stock. The public offering price is stated as $0.70 per common share and $0.6999 per pre-funded warrant. Underwriting discounts are shown as $0.049000 and $0.048993 per unit with net proceeds per share of $0.651000 and $0.650907, respectively. Proceeds before expenses are shown as $111,599,999.88 and total proceeds are presented as $128,339,999.41 on a pro forma as adjusted basis. Pro forma common shares outstanding as adjusted are presented as 96,645,431 and pro forma net tangible book value per share is $0.67.

Palisade Bio, Inc. is registering up to $24,518,000 in additional securities through a Rule 462(b) registration statement on Form S-1. The filing covers extra shares of common stock, pre-funded warrants to purchase common stock, warrants issued to the underwriters’ representative, and the shares of common stock underlying those warrants. This new filing incorporates by reference the company’s earlier S-1 (Registration No. 333-290568), which was declared effective, and becomes effective upon filing under Rule 462(b), allowing the company to expand the size of its previously cleared offering.

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. postponed its special meeting of stockholders because there were not enough shares of common stock represented in person or by proxy to reach a quorum. The meeting, originally convened on September 18, 2025, was adjourned and is scheduled to reconvene on September 26, 2025 at 10:00 a.m. Pacific Time.

The close of business on July 28, 2025 remains the record date, so only stockholders of record on that date are entitled to vote at the reconvened meeting. The proposals to be voted on are unchanged, and stockholders who already voted and do not wish to change their vote do not need to take any further action. Voting instructions are provided in the company’s definitive proxy statement on Schedule 14A and through the proxy voting platform.

Palisade Bio, Inc. postponed its special meeting of stockholders because there were not enough shares of common stock represented in person or by proxy to reach a quorum. The meeting, originally convened on September 18, 2025, was adjourned and is scheduled to reconvene on September 26, 2025 at 10:00 a.m. Pacific Time.

The close of business on July 28, 2025 remains the record date, so only stockholders of record on that date are entitled to vote at the reconvened meeting. The proposals to be voted on are unchanged, and stockholders who already voted and do not wish to change their vote do not need to take any further action. Voting instructions are provided in the company’s definitive proxy statement on Schedule 14A and through the proxy voting platform.

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.