Palisade Bio, Inc. filings document the regulatory record of a clinical-stage biopharmaceutical issuer developing oral PDE4 inhibitor prodrugs. Disclosures include proxy materials for annual and special stockholder meetings, director elections, auditor ratification, charter-amendment voting matters and compensation-plan governance.
Material-event reports and registration statements cover clinical-development service arrangements, common-stock sales, securities registration, capital-structure updates, Nasdaq listing compliance and meeting adjournment or withdrawal actions. The filings also provide formal context for PALI-2108 development activities, equity financing mechanics, corporate governance and public-company reporting obligations.
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.
Palisade Bio insider grant: Jones Mitchell Lawrence, listed as an officer serving as Chief Medical Officer, was granted 289,000 Phantom Units on 09/04/2025. Each Phantom Unit equals one share of common stock and the award was granted at $0 per unit. The Phantom Units vest in 12 equal quarterly installments beginning November 5, 2025, contingent on continuous service, and vested units are payable solely in cash based on the fair market value of the underlying shares upon specified settlement events including termination by the issuer without Cause, a liquidity change in control, or the seventh anniversary of the grant. The filing reports 289,000 shares beneficially owned following the transaction and is signed by an attorney-in-fact on 09/05/2025.
Emil Chuang, a director of Palisade Bio, Inc. (PALI), was granted 18,800 phantom units on 09/04/2025. Each phantom unit equals one share of common stock and the units were granted at $0 per unit. The units vest in three equal annual installments beginning August 5, 2026, subject to continued service.
Vested phantom units will be settled solely in cash based on the fair market value of the equivalent number of shares upon termination of service, a defined liquidity change in control, or the seventh anniversary of the grant. The Form 4 reports 18,800 shares beneficially owned following the transaction and is signed by attorney-in-fact Ryker Willie on 09/05/2025.
Fragment from Palisade Bio, Inc.'s definitive proxy (DEF 14A) lists beneficial ownership counts for named individuals. The excerpt shows Donald Williams with 7,178 shares, Binxian Wei with 4,115 shares, J.D. Finley with 34,351 shares, Mitchell Jones, M.D., Ph.D., with 13,307 shares, and a total line showing 58,951 (context truncated). The table fragment also indicates that an asterisk denotes holdings that represent less than one percent. Several entries (Emil Chuang and others) show a dash or are otherwise not quantified in this excerpt. This content is a partial ownership table and does not provide broader narrative, percentages relative to outstanding shares, or transaction details.
Palisade Bio, Inc. has filed an S-3 shelf registration that lists a block of 988,872 shares, shown as 10.24% relative to the disclosed share counts. The filing shows individual holdings including Nicholas Stergis: 248,687 shares (2.65%) and Ladenburg Thalmann & Co. Inc.: 229,952 shares (2.46%), along with smaller insider holdings for David Coherd (35,125), Andrew Moorefield (17,563), and Dan Daley (2,500).
The document also discloses estimated offering expenses: Legal Fees $20,000, Accountants' Fees $17,500, and a total of $49,000. The filing is signed on August 15, 2025.
Armistice Capital, LLC and Steven Boyd report beneficial ownership of 478,945 shares of Palisade Bio, Inc. The filing states the Reporting Persons share voting and dispositive power over these shares, representing 4.99% of the outstanding common stock. Armistice Capital is disclosed as the investment manager of the direct holder, the Master Fund, and Steven Boyd is identified as the managing member of Armistice Capital. The Master Fund is described as the direct holder but disclaims beneficial ownership due to its investment management agreement with Armistice Capital. The filing affirms the holdings were acquired in the ordinary course of business and not for the purpose of changing control.
Palisade Bio, Inc. reported interim results showing clinical progress on its lead candidate, PALI-2108, while facing tightened liquidity. The company completed dosing of 89 subjects across SAD, MAD, FE and a UC cohort in its Phase 1 study and announced positive results for the SAD/MAD/FE cohorts on May 27, 2025 and for the UC cohort on August 7, 2025. Management plans a Phase 1b cohort for fibrostenotic Crohn's disease and intends Phase 2 programs; an IND for the U.S. is anticipated in the first half of 2026.
Financially, Palisade had $5.4 million in cash and equivalents as of June 30, 2025, an accumulated deficit of $141.0 million, and recognized a net loss of $2.78 million for the quarter and $5.01 million for the six months ended June 30, 2025. The company disclosed substantial doubt about its ability to continue as a going concern for one year without additional financing. Subsequent to quarter-end, a July 2025 warrant inducement closed, generating approximately $3.9 million gross proceeds.