0001357459
false
0001357459
2023-02-08
2023-02-08
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): February 8, 2023 (February 2, 2023)
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
3.02 | Unregistered
Sales of Equity Securities. |
On
February 6, 2023, Palisade Bio, Inc. (the “Company”) issued (i) 81,500 common stock purchase options (“Options”),
(ii) 59,500 restricted stock units (“RSUs”), and (iii) 68,700 performance restricted stock units (“PSUs”) to
certain officers and members of senior management of the Company (collectively, the “Management Awards”). The Management
Awards are all issued as conditional grants and cannot be exercised or exchanged for shares of the Company’s common stock, par
value $0.01, until the Company’s shareholders approve the Management Awards as required by Nasdaq Rule 5635. The Management Awards
provide that (i) no award can be exercised or converted prior to obtaining shareholder approval, and (ii) the award can be unwound, and
the outstanding grants cancelled, if shareholder approval is not obtained. The Management Awards were issued pursuant to an exemption
from the registration requirements of the Securities Act of 1933, as amended, by virtue of Section 4(a)(2) thereof and/or Regulation
D promulgated thereunder.
Subject
to necessary shareholder approval:
| |
1.
|
the
Options (i) have an exercise price of $2.40 per share, the closing price of the Company’s common stock on the grant date, (ii)
have a term of ten (10) years, (iii) vest quarterly in equal installments over a three (3) year period, and (iv) have an aggregate
value on the grant date of $125,175; |
| |
2. |
the
RSUs vest quarterly in equal installments over a three (3) year period and are valued at $142,800 on the grant date; and |
| |
3. |
The
PSUs are valued at $164,880 on the grant date, have a term of ten (10) years, and vest (i) 50% at such time when the volume
weighted average price of the Company’s
common stock over a twenty (20) consecutive trading day period is
at or greater than $3.20, and (ii) 50% at such time when the volume weighted
average price of the Company’s common stock over a twenty (20) consecutive trading day
period is at or greater than $4.25. |
| Item
5.02 |
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Appointment
of Chief Operating Officer
On
February 2, 2023, the Company appointed Robert McRae as the Company’s Chief Operating Officer. Mr. McRae previously served as the
Company’s SVP of Operations and Strategic Development from December 2021 until his appointment as Chief Operating Officer. Except
as described herein, there are no arrangements or understandings between Mr. McRae and any other persons pursuant to which he was selected
as an officer, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a)
of Regulation S-K.
There
are no family relationships between Mr. McRae and any of the directors or officers of the Company or any of its subsidiaries. As an officer
of the Company, Mr. McRae will be eligible to participate in the Company’s equity compensation plans, stock purchase plans, and
benefit plans, commensurate with his title and position at the Company.
Robert
McRae, age 39, was appointed as our Chief Operating Officer effective February 2, 2023. Previously, Mr. McRae served as Palisade Bio’s
Senior Vice President of Operations and Strategic Development since December 2021. Prior to joining Palisade Bio, Mr. McRae held multiple
positions at Viracta Therapeutics [Nasdaq: VIRX], an oncology focused biotechnology company, including Vice President, Operations and
Strategic Alliances (2019-2021), Vice President, Operations (2018-2019), Vice President, Research and Development (2018), and Senior
Director, Research and Development Operations and Alliance Management (2017-2018). Prior to Viracta, Mr. McRae held multiple positions
at CTI Clinical Trial and Consulting Services, including business development and clinical study management from 2010-2017. Mr. McRae
holds a BS in Biological Sciences from Wright State University.
Employment
Terms of Robert McRae
Pursuant
to Mr. McRae’s appointment as Chief Operating Officer, Mr. McRae will receive a base salary of $400,000 per annum with a target
bonus of 40%. The Company anticipates entering into an employment agreement with Mr. McRae.
Amendment
to Employment Terms of
J.D. Finley
On
February 2, 2023, the Board increased the base salary of Mr. Finley, the Company’s Chief Financial Officer and interim Chief Executive
Officer, from $440,00 to $490,000 and increased his target bonus to 45% of base salary. The increase in base salary and target bonus
was made effective as of October 1, 2022. The Company anticipates entering into an amendment to Mr. Finley’s employment agreement
to reflect the foregoing.
Appointment
of J.D. Finley to the Board of Directors
On
February 2, 2023, the Board appointed J.D. Finley to the Board. Mr. Finley will serve as a Class III member of the Board and will be
up for re-election at the Company’s 2023 annual meeting of shareholders. Pursuant to Mr. Finley’s appointment to the Board,
the Board expanded the number of directors from seven (7) to eight (8).
There
is no arrangement or understanding between Mr. Finley and any other person pursuant to which Mr. Finley was selected as a member of the
Board, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K. There are no family relationships between Mr. Finley and any of the directors or officers of the Company.
J.D.
Finley, age 65, has served as the Company’s Chief Financial Officer since April 2021. Previously, Mr. Finley served as Leading
Biosciences, Inc’s (the Company’s wholly owned subsidiary and predecessor company) Chief Financial Officer since January
2017 and as a member of board of directors of Leading Biosciences, Inc. (the “LBS Board”) since December 2014. Prior to joining
Leading Biosciences, Inc., Mr. Finley was Chief Executive Officer of PointAcross, Inc., a marketing company, from January 2016 to January
2017. Mr. Finley previously co-founded Proteus Capital Partners, Inc., a firm specializing in providing financing for a variety of businesses,
and was CFO at Phillips Capital, a broker/dealer firm specializing in private debt and equity capital raises. From March 2011 to June
2012 Mr. Finley was Executive Vice President, and from June 2012 to April 2014, Mr. Finley was President of Goldmail. Mr. Finley received
a B.A. in business administration from Boise State University and an M.S. in Taxation from the University of Denver.
On
February 8, 2023, the Company issued a press release announcing the appointment of Mr. McRae as Chief Operating Officer and the appointment
of Mr. Finley to the Board. A copy of the press release is attached as Exhibit 99.01 hereto.
| 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: |
February
8, 2023 |
Palisade
Bio, Inc. |
| |
|
|
|
| |
|
|
/s/
J.D. Finley |
| |
|
By: |
J.D.
Finley |
| |
|
|
Interim
Chief Executive Officer |
Exhibit
99.1
Palisade
Bio Promotes Robert McRae to Chief Operating Officer
Mr.
McRae is an industry veteran with a proven track record of operational, clinical, and strategic business development execution
Carlsbad,
CA – February 8, 2023 – Palisade Bio, Inc. (Nasdaq: PALI) (the “Company”), a clinical stage biopharmaceutical
company advancing therapies for acute and chronic gastrointestinal (GI) complications, today announced the promotion of Robert McRae
to Chief Operating Officer. Additionally, the Company has announced the appointment of J.D. Finley, interim Chief Executive Officer of
Palisade Bio, to its Board of Directors.
“Over
the past year, Rob’s leadership and expertise have been incredibly valuable across multiple fronts including operations and business
development. With his track record of execution and close proximity to the ongoing development efforts with LB1148, we believe he is
ideally qualified to serve as our Chief Operating Officer. We are grateful for his continued guidance and insight. We remain dedicated
to the development of therapies for acute and chronic GI complications and we believe we are positioning the Company for solid execution
and potential optionality,” commented Mr. Finley.
Mr.
McRae joined Palisade Bio as Senior Vice President, Operations and Strategic Development in December 2021. In his new role as Chief Operating
Officer, Mr. McRae will be responsible for the oversight of the overall corporate operations as well as executing the strategic R&D
and business development related initiatives for the advancement of Palisade.
Mr.
McRae added, “Since joining Palisade Bio in late 2021, I have been involved in many key aspects of the Company’s internal
operations and advancements of its development programs. I am pleased to step into this new role to help further the Company’s
pipeline and, importantly, develop much needed therapeutics that target and improve the integrity of the intestinal barrier.”
Mr.
McRae’s experience includes roles in clinical operations and management of global clinical trials in indications across all phases
of development. Prior to joining Palisade Bio, Mr. McRae held several positions at Viracta Therapeutics including VP, Operations &
Strategic Alliances. During his tenure Viracta, he was instrumental in developing strategic academic and pharmaceutical partnerships
as well as guiding R&D operations including clinical, regulatory and translational activities to effectively execute global trials.
Mr. McRae also supported Viracta’s transition from private to public. Prior to joining Viracta, Mr. McRae held positions in both
business development and study management for a global clinical research organization. Mr. McRae conducted molecular biology and microbiology
research at Wright State University and the United States Air Force Research Laboratory.
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 that acts to neutralize digestive enzymes, potentially
reducing intestinal damage. In clinical studies, LB1148 has demonstrated positive results in reducing the incidence and severity of post-surgical
abdominal adhesions and potentially accelerating the time to return of postoperative bowel function. LB1148’s current Phase 2 study
is evaluating its effectiveness in reducing intra-abdominal adhesions, accelerating return of gastrointestinal function, and the prevention
of post-operative ileus in subjects undergoing elective bowel resection (PROFILE).
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