On April 9, 2021, the Company held its Special Meeting at 11:00 a.m. EDT. The Special Meeting was held virtually. Only stockholders of record as of the close of business on February 9, 2021 (“Record Date”) were entitled to vote at the Special Meeting. As of the Record Date, 17,295,703 shares of the Company’s common stock (“Common Stock”) were issued, outstanding and entitled to vote, of which 9,545,880 shares were represented, in person or by proxy, and constituted a quorum for purposes of the Special Meeting. The results of the stockholder vote on each proposal brought before the meeting were as follows: 

(a) Proposal 1. The approval of an amended and restated certificate of incorporation of the Company to effect a reverse stock split of the Common Stock at a ratio within the range not less than 1-for-5 and not greater than 1-for-12 (with such ratio to be mutually agreed upon by the Company and Leading BioSciences (“LBS”) prior to the effectiveness of the Merger). With regard to Proposal 1, the Special Meeting was adjourned until April 23, 2021 to allow Seneca additional time to solicit votes. At the time of the adjournment, the votes were as follows:

Please see Item 8.01 below, which is incorporated herein by reference, for a further discussion.

(b) Proposal 2. The approval of (i) the issuance of shares of Seneca Common Stock pursuant to the Merger and Pre-Merger Financing, which will represent more than 20% of the shares of Seneca Common Stock outstanding immediately prior to the Merger, and (ii) the change of control resulting from the Merger and Pre-Merger Financing, pursuant to Nasdaq Listing Rules 5635(a) and 5635(b), respectively, were approved based upon the following votes:

(c) Proposal 3. The approval of the Palisade Bio, Inc. 2021 Equity Incentive Plan was approved based upon the following votes:

(d) Proposal 4. The approval of the Palisade Bio, Inc. 2021 Employee Stock Purchase Plan was approved based upon the following votes:

(e) Proposal 5. The non-binding advisory vote on the compensation that may be paid or become payable to Seneca’s named executive officers in connection with the completion of the Merger, including the agreements and understandings pursuant to which such compensation may be paid or become payable was approved based upon the following votes:

Accordingly, the Company will take these results under advisement.

(f) Proposal 6. The approval of a postponement or adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the proposals set forth above was approved based upon the following votes: