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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 16, 2022 (November 15, 2022)
PALISADE
BIO, INC.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
|
|
001-33672
|
|
52-2007292
|
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7750
El Camino Real
Suite
5200
Carlsbad,
California
|
|
92009
|
| (Address
of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (858) 704-4900
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, par value $0.01 per share |
|
PALI |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item
5.03 |
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As
previously disclosed, on October 4, 2022 and October 6, 2022, Palisade Bio, Inc. (the “Company”) held special meetings
of its shareholders (the “Special Meetings”) at which the shareholders approved: (i) a proposal to authorize the Company’s
board of directors (“Board”), in its discretion, to effect a reverse stock split of the Company’s common stock,
par value $0.01 (the “Common Stock”) at a specific ratio, ranging from 1-for-10 to 1-for-50, to be determined by the Board,
and (ii) an amendment to the Company’s amended and restated certificate of incorporation to decrease the number of authorized shares
of Common Stock from 300,000,000 to 280,000,000 (the “Authorized Share Reduction”).
In
accordance with the foregoing, the Board approved a 1-for-50 reverse stock split of the Common Stock (“Reverse Stock Split”).
On November 14, 2022, the Company filed an amendment to its amended and restated certificate of incorporation (“Amendment”)
with the Secretary of State of Delaware with such Amendment becoming effective at 5:00 p.m. Eastern Time on Tuesday November
15, 2022. The purpose of the Amendment is to (i) effect the Reverse Stock Split and (ii) complete the Authorized Share Reduction.
Accordingly, each of the Company’s shareholders will receive one (1) new share of Common Stock for every fifty (50) shares
such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affects all of the
Company’s issued and outstanding shares of Common Stock equally. The Reverse Stock Split will also affect the Company’s
outstanding stock options, warrants and other exercisable or convertible securities and will result in the shares underlying such
instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares
will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock
Split will be paid in cash, at an amount equal to the resulting fractional interest in one (1) share of the Common Stock to which the
shareholder would otherwise be entitled, multiplied by the closing trading price of the Common Stock on November 15, 2022.
As
a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 77,080,169 shares
to approximately 1,541,603 shares (not accounting for any fractional shares that will be paid out in cash). Additionally, per the Authorized
Share Reduction, the number of authorized shares of Common Stock is reduced from 300,000,000 to 280,000,000 shares. The number of authorized
shares of preferred stock remains unchanged at 7,000,000 shares.
Pursuant
to the terms of the outstanding Certificate of Designation of Series A 4.5% Convertible Preferred Stock, for the issued and outstanding
shares of the Company’s Series A 4.5% Convertible Preferred Stock, par value $0.01 per share with a stated value of $12.7895 per
share (the “Series A Preferred Stock”), the conversion price at which shares of Series A Preferred Stock may be converted
into shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split.
The
Common Stock will begin trading on a post Reverse Stock Split basis on the Nasdaq Capital Market on November 16, 2022. The Company’s trading symbol will remain “PALI”. The new CUSIP number
for the Common Stock following the Reverse Stock Split is 696389204.
The
information set forth herein is qualified in its entirety by the terms contained in the Amendment, a copy of which is attached to this
report as Exhibit 3.01(i).
On
November 15, 2022, the Company announced the Reverse Stock Split as described in Item 5.03 of this Current Report on Form 8-K. A copy
of the press release is attached to this report as Exhibit 99.01.
| Item
9.01 | Financial
Statement and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date: |
November
16, 2022 |
Palisade
Bio, Inc. |
| |
|
|
|
| |
|
|
/s/
J.D. Finley |
| |
|
By: |
J.D.
Finley |
| |
|
|
Interim
Chief Executive Officer and Chief Financial Officer |
Exhibit
3.01(i)
CERTIFICATE
OF AMENDMENT TO THE
AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF
PALISADE
BIO, INC.
Palisade
Bio, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the
“Company”), hereby certifies that:
First:
The name of the Company is PALISADE BIO, INC.
Second:
The date of filing of the Company’s original certificate of incorporation with the Delaware Secretary of State was February 28,
2001, under the name “Neuralstem, Inc.”
Third:
The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law
of the State of Delaware, adopted resolutions to amend its Amended and Restated Certificate of Incorporation as follows:
1. Article IV shall be amended and restated to read in its entirety as follows:
“The
corporation shall have authority to issue shares as follows:
(i)
280,000,000 shares of Common Stock, par value $0.01 per share. Each share of Common Stock shall entitle the holder thereof to one (1)
vote on each matter submitted to a vote at a meeting of stockholders.
(ii)
7,000,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in one or more series pursuant
to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly
vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by
resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof,
of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend
rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption
price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation
thereof, or any of the foregoing.
The
Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but
not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed
by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications,
limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally
fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such
decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such
series.”
2.
Effective as of 5:00 p.m., Eastern time, on November 15, 2022 (“Effective Date”), each Fifty (50) shares of Common
Stock, par value $0.01 per share, issued and outstanding shall, automatically and without any action on the part of the respective
holders thereof, be combined and converted into one (1) share of Common Stock, par value $0.01 per share; provided, however, that
the Company shall issue no fractional shares as a result of the actions set forth herein but shall instead pay to the holder of such
fractional share a sum in cash equal to such fraction multiplied by the closing sales price of the Common Stock as reported on the
Nasdaq Capital Market on the Effective Date.
Fourth:
Thereafter pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the
Company for their approval, and was duly adopted at a special meeting of the stockholders of the Company, in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.
IN
WITNESS WHEREOF, the Company on has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 14th
day of November, 2022.
| |
Palisade
Bio, Inc. |
| |
|
|
| |
By: |
/s/
J.D. Finley |
| |
Name: |
J.D.
Finley |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.01
Palisade
Bio Announces Reverse Stock Split
Carlsbad,
CA – November 15, 2022 — Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing
therapies for acute and chronic gastrointestinal (GI) complications, today announced a 1-for-50 reverse split of its common stock, par
value $0.01 (“Common Stock”), effective at 4:01 PM ET today. Beginning on November 16, 2022, the Company’s Common Stock
will continue to trade on The Nasdaq Capital Market (“Nasdaq”) on a split adjusted basis under the trading symbol “PALI,”
but will trade under the following new CUSIP number starting November 16, 2022: 696389204.
The
reverse stock split was approved by Palisade Bio’s stockholders at the special meeting of stockholders held on October 4, 2022.
The reverse stock split is primarily intended to increase the Company’s per share trading price and bring the Company into compliance
with the Nasdaq’s listing requirement regarding minimum share price.
As
a result of the reverse stock split, every 50 shares of Common Stock issued and outstanding as of the effective date will be automatically
combined into one share of Common Stock. Outstanding warrants, equity-based awards and other outstanding equity rights will be proportionately
adjusted by dividing the shares of Common Stock underlying the securities by 50 and multiplying the exercise/conversion price, as the
case may be, by 50. No fractional shares will be issued as a result of the reverse stock split. Stockholders of record otherwise entitled
to receive a fractional share as a result of the reverse stock split will receive a cash payment in lieu of such fractional shares. The
par value of the Common Stock will remain unchanged at $0.01 per share after the reverse split. The reverse split affects all stockholders
uniformly and will not alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the
reverse split results in some stockholders owning a fractional share as described above.
Additional
information concerning the reverse stock split can be found in Palisade Bio’s definitive proxy statement filed with the Securities
and Exchange Commission on August 31, 2022.
About
Palisade Bio
Palisade
Bio is a biopharmaceutical company focused on developing therapeutics that protect the integrity of the intestinal barrier. The Company
utilizes over three decades of research and established science that links the role of intestinal barrier biology and human disease to
develop novel therapeutics that target and improve the integrity of the intestinal barrier.
The
Company’s lead program, LB1148, is a broad-spectrum serine protease inhibitor which acts to neutralize digestive enzymes, potentially
reducing intestinal damage. In clinical studies, LB1148 has demonstrated positive results in accelerating the time to return of postoperative
bowel function, and the Company recently presented analysis that LB1148 reduced the incidence and severity of post-surgical abdominal
adhesions. LB1148 is currently being evaluated in a Phase 2 study for the prevention of post-surgical abdominal adhesions.
The
Company believes that addressing the disruption of the intestinal barrier can fundamentally change the way diseases are treated and establish
new standards of patient care. For more information, please go to www.palisadebio.com.
Forward
Looking Statements
This
communication contains “forward-looking” statements for purposes of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. Forward-looking statements include statements regarding the Company’s intentions, beliefs, projections,
outlook, analyses or current expectations concerning, among other things: progress of studies, including opening additional clinical
trial sites, timing of results or data, progress and completion of patient enrollment, including timing thereof and the Company’s
co-development partner’s expectation to complete enrollment; regulatory progress and strategy, including potential registration
and commercialization of LB1148; the extent of the cash runway; the closing of the underwritten public offering; and expected proceeds
from financings. Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking
statements. These forward-looking statements are based upon the Company’s current expectations. Forward-looking statements involve
risks and uncertainties. The Company’s actual results and the timing of events could differ materially from those anticipated in
such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, the Company’s
ability to advance its clinical programs, the uncertain and time-consuming regulatory approval process; the Company’s ability to
achieve additional financing to fund future operations and the Company’s ability to comply with the continued listing requirements
for Nasdaq. Additional risks and uncertainties can be found in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2021, filed with the Securities and Exchange Commission (“SEC”) on March 17, 2022, Quarterly Report on Form
10-Q for the quarter ended September 30, 2022, filed with the SEC on November 14, 2022, as well as discussions of potential risks, uncertainties,
and other important factors in our subsequent filings with the Securities and Exchange Commission. These forward-looking statements speak
only as of the date hereof and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions
to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any
change in events, conditions or circumstances on which any such statements are based.
Investor
Relations Contact
JTC
Team, LLC
Jenene
Thomas
833-475-8247
PALI@jtcir.com
Source:
Palisade Bio