As
filed with the Securities and Exchange Commission on November 12, 2025
Registration
No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-8
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Palisade
Bio, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
52-2007292 |
| (State
or other jurisdiction of |
|
(I.R.S.
Employer |
| incorporation
or organization) |
|
Identification
No.) |
1902
Wright Place
Suite
200
Carlsbad,
California |
|
92008 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
Palisade
Bio, Inc. 2021 Equity Incentive Plan
Palisade
Bio, Inc. 2021 Employee Stock Purchase Plan
(Full
titles of the plans)
J.D.
Finley
Chief
Executive Officer
Palisade
Bio, Inc.
1902
Wright Place
Suite
200
Carlsbad,
California 92008
(858)
704-4900
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Jeffrey
C. Thacker
Gunderson
Dettmer Stough Villeneuve
Franklin
& Hachigian, LLP
3570
Carmel Mountain Road, Suite 200
San
Diego, CA 92130
(858)
436-8000
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| 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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
This
Registration Statement on Form S-8 is filed by Palisade Bio, Inc., a Delaware corporation (“Palisade” or “Registrant”),
for the purpose of registering an additional 236,557 shares (“Additional Securities”) of its common stock, par value $0.01
per share (the “Common Stock”), that are issuable to eligible employees, consultants, contractors, and directors of the Registrant
and its affiliates under the Registrant’s: (i) Palisade Bio, Inc. 2021 Equity Incentive Plan, as amended (the “2021 Plan”);
and (ii) Palisade Bio, Inc. 2021 Employee Stock Purchase Plan, as amended (the “2021 ESPP”) (collectively “the Plans”).
The Registrant previously registered an aggregate of 129,259 shares of Common Stock underlying the Plans that are issuable to eligible
employees, consultants, contractors, and directors of the Registrant and its affiliates, consisting of: (i) 2,157 shares on Form S-8
(File No. 333-259553) filed on September 15, 2021, (ii) 949 shares on Form S-8 (File No. 333-263706) filed on March 18, 2022, (iii) 64,348
shares on Form S-8 (File No. 333-274522) filed on September 14, 2023, and (iv) 61,805 shares on Form S-8 (File No. 333-278387) filed
on March 29, 2024 (collectively the “Prior Registration Statements”). All share amounts reflected in this Registration Statement
on Form S-8 give effect to the 1-for-50 reverse stock split that became effective November 16, 2022 and the 1-for-15 reverse stock split
that became effective April 5, 2024.
This
Registration Statement relates to securities of the same class as registered on the Prior Registration Statements and is submitted in
accordance with General Instruction E to Form S-8 regarding Registration of the Additional Securities. Pursuant to Instruction E of Form
S-8, the Prior Registration Statements are incorporated by reference and made part of this Registration Statement, except to the extent
supplemented, amended or superseded by the information set forth herein.
USE
OF COMBINED PROSPECTUS
Pursuant
to Rule 429(a) of the Securities Act of 1933, as amended, the prospectus that will be used in connection with the offer and sale of the
securities covered by this Registration Statement and issued pursuant to the Plans (the “Combined Prospectus”) will also
be used in connection with the sale of securities covered by the Prior Registration Statement.
PART
II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM
8. EXHIBITS.
Exhibit
Number |
|
Description |
| |
|
|
| 3.1 |
|
Amended and Restated Certificate of Incorporation of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 27, 2021). |
| |
|
|
| 3.2 |
|
Amendment to Amended and Restated Certificate of Incorporation of Palisade Bio, Inc., effective November 15, 2022 (Incorporated by reference to Exhibit 3.01(i) to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2022). |
| |
|
|
| 3.3 |
|
Amendment to the Amended and Restated Certificate of Incorporation of Palisade Bio, Inc. effective April 5, 2024 (Incorporated by reference to Exhibit 3.01(i) to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024). |
| |
|
|
| 3.4 |
|
Certificate of Designation of Series A 4.5% Convertible Preferred Stock (Incorporated by reference to Exhibit 3.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 12, 2016). |
| |
|
|
| 3.5 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 16, 2022). |
| |
|
|
| 3.6 |
|
Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2024. |
| |
|
|
| 5.1* |
|
Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. |
| |
|
|
| 10.1 |
|
Palisade Bio, Inc. 2021 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 9, 2023). |
| |
|
|
| 10.2 |
|
Form of Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Palisade Bio, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 23, 2021). |
| |
|
|
| 10.3 |
|
Form of Non-Employee Director Stock Option Grant Notice, Stock Option Agreement and Notice of Exercise under the Palisade Bio, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 23, 2021). |
| |
|
|
| 10.4 |
|
Form of Restricted Stock Unit Grant Notice and Award Agreement under the Palisade Bio, Inc. 2021 Equity Incentive Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025). |
| |
|
|
| 10.5 |
|
Form of Restricted Stock Unit Grant Notice and Award Agreement under the Palisade Bio, Inc. 2021 Equity Incentive Plan (Optional Cash Settlement) (Incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 10, 2025). |
| |
|
|
| 10.6 |
|
Palisade Bio, Inc. Employee Stock Purchase Plan, as amended (Incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 9, 2023). |
| |
|
|
| 23.1* |
|
Consent of Baker Tilly US, LLP. |
| |
|
|
| 23.3* |
|
Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP. (included in Exhibit 5.1). |
| |
|
|
| 24.1 |
|
Power of Attorney (reference is made to the signature page hereto). |
| |
|
|
| 107* |
|
Filing Fee Table. |
*
Filed herein
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and 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 November 12, 2025.
| PALISADE
BIO, INC. |
| |
|
| By: |
/s/
J.D. Finley |
|
| |
J.D.
Finley |
|
| |
Chief
Executive Officer |
|
| |
Chief
Financial Officer |
|
POWER
OF ATTORNEY
KNOW
ALL BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints J.D. Finley, as his or her true and lawful
attorneys-in-fact and agents, with the full power of substitution, for him or her and in his or her name, place or stead, in any and
all capacities, to sign any and all amendments to this Registration Statement (including post-effective amendments), and to file the
same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming
that said attorneys-in-fact and agents, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
| Name |
|
Title |
|
Date |
| |
|
|
| /s/
J.D. Finley |
|
Chief
Executive Officer, Chief Financial Officer and Director |
|
November
12, 2025 |
| J.D.
Finley |
|
(Principal
Executive Officer, Principal Financial and Accounting Officer) |
|
|
| |
|
|
| /s/
Donald A. Williams |
|
Chairman
of the Board of Directors |
|
November
12, 2025 |
| Donald
A. Williams |
|
|
|
|
| |
|
|
| /s/
Binxian Wei |
|
Director |
|
November
12, 2025 |
| Binxian
Wei |
|
|
|
|
| |
|
|
|
|
| /s/
Emil Chuang |
|
Director |
|
November
12, 2025 |
| Emil
Chuang |
|
|
|
|
