As
filed with the Securities and Exchange Commission on October 1, 2025.
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Palisade
Bio, Inc.
(Exact
name of registrant as specified in its charter)
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| Delaware |
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2834 |
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52-2007292 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
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(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
Palisade
Bio, Inc.
1902
Wright Place, Suite 200
Carlsbad,
CA 92008
(858)
704-4900
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
JD
Finley, Chief Executive Officer
Palisade
Bio, Inc.
1902
Wright Place, Suite 200
Carlsbad,
CA 92008
(858)
704-4900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
| Jeffrey
C. Thacker |
|
Michael
F. Nertney |
Ryan
J. Gunderson
John
E. Maciejewski
Gunderson
Dettmer Stough Villeneuve
Franklin
& Hachigian, LLP
3570
Carmel Mountain Road, Suite 200
San
Diego, California 92130
(858)
436-8000 |
|
Ellenoff
Grossman & Schole LLP
1345
Avenue of the Americas
New
York, New York 10105
(212)
370-1300 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☒ (File No. 333-290568)
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large
accelerated filer |
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☐ |
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Accelerated
filer |
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☐ |
| Non-accelerated
filer |
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☒ |
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Smaller
reporting company |
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☒ |
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Emerging
growth company |
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☐ |
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 7(a)(2)(B) of the Securities Act. ☐
This
registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b)
of the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes
the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely
to register up to an aggregate of $24,518,000 in (i) additional shares of our common stock, par value $0.01 per share (the “common
stock”), (ii) pre-funded warrants to purchase shares of our common stock, (iii) warrants to purchase shares of our common
stock to be issued to the representative of the underwriters in the offering (“Representative Warrants”); and (iv)
shares of common stock underlying the pre-funded warrants and Representative Warrants. The contents of the Registration Statement on
Form S-1 (Registration No. 333-290568), as amended, including the exhibits and power of attorney thereto, which was declared effective
by the Securities and Exchange Commission on September 30, 2025, are incorporated by reference in this Registration Statement.
The
required opinions and consents are listed on the Exhibit Index attached hereto and are filed herewith.
EXHIBIT
INDEX
Exhibit
Number |
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Description
of document |
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| 5.1 |
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Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. |
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| 23.1 |
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Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm. |
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| 23.2 |
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Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1). |
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| 24.1 |
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Power of Attorney (incorporated by reference to the signature page of the Prior Registration Statement on Form S-1 (File No. 333-290568), filed with the Securities and Exchange Commission on September 29, 2025 and incorporated herein by reference). |
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| 107 |
|
Filing Fee Table. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on October 1, 2025.
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Palisade
Bio, Inc. |
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By: |
/s/
J.D. Finley
|
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J.D.
Finley |
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Chief
Executive Officer |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
indicated on the dates indicated.
| Signature |
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Title |
|
Date |
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| /s/
J.D. Finley |
|
Chief
Executive Officer and Director |
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October
1, 2025 |
| J.D.
Finley |
|
(Principal
Executive Officer) |
|
|
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| /s/
J. D. Finley |
|
Chief
Financial Officer |
|
October
1, 2025 |
| J.D.
Finley |
|
(Principal
Financial Officer and Principal Accounting Officer) |
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|
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| * |
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Chairman
of the Board and Director |
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October
1, 2025 |
| Donald
A. Williams |
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| * |
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Director |
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October
1, 2025 |
| Binxian
Wei |
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| * |
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Director |
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October
1, 2025 |
| Emil
Chuang |
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| *By: |
/s/
J.D. Finley |
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J.D.
Finley |
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Attorney-in-Fact |
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