Palisade Bio Announces Material Agreement and Equity Sales

TL;DR

Palisade Bio (PALI) signed a material deal and sold stock, filing an 8-K on Dec 16.

AI Summary

On December 16, 2024, Palisade Bio, Inc. announced a material definitive agreement with an unnamed party. The company also disclosed unregistered sales of equity securities and other events. The filing was made on December 16, 2024, with the earliest event reported on December 12, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity for Palisade Bio, including a new material agreement and equity transactions, which could impact its financial standing and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement and unregistered sales of equity, which can introduce financial and strategic risks.

Key Players & Entities

• PALISADE BIO, INC. (company) — Registrant
• December 16, 2024 (date) — Date of Report
• December 12, 2024 (date) — Date of earliest event reported
• Seneca Biopharma, Inc. (company) — Former Company Name
• Neuralstem, Inc. (company) — Former Company Name

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 per share PALI Nasdaq Capital Mark
• $1.525 — s A Units at a public offering price of $1.525 per Class A Unit (the "Class A Units"),
• $1.40 — ant") at an exercise price per share of $1.40 and (b) 3,120,688 Class B Units at a pu
• $1.5249 — s B Units at a public offering price of $1.5249 per Class B Unit (the "Class B Units",
• $0.0001 — ant") at an exercise price per share of $0.0001 and (ii) one (1) Common Warrant. In add
• $4.10 million — able by the Company, were approximately $4.10 million. The Company intends to use the net pro

Filing Documents

• form8-k.htm (8-K) — 61KB
• ex1-01.htm (EX-1.01) — 269KB
• ex4-01.htm (EX-4.01) — 126KB
• ex4-02.htm (EX-4.02) — 127KB
• ex4-03.htm (EX-4.03) — 146KB
• ex10-01.htm (EX-10.01) — 14KB
• ex99-01.htm (EX-99.01) — 16KB
• ex99-02.htm (EX-99.02) — 16KB
• ex99-01_001.jpg (GRAPHIC) — 18KB
• ex99-02_001.jpg (GRAPHIC) — 18KB
• 0001493152-24-050203.txt ( ) — 1153KB
• pali-20241216.xsd (EX-101.SCH) — 3KB
• pali-20241216_lab.xml (EX-101.LAB) — 33KB
• pali-20241216_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 4KB

Underwriting

Underwriting Agreement On December 12, 2024, Palisade Bio, Inc., a Delaware corporation (the "Company"), entered into an Underwriting Agreement (the "Underwriting Agreement") with Ladenburg Thalmann & Co. Inc. (the "Underwriter"), pursuant to which the Company agreed to issue and sell, in an underwritten public offering by the Company (the "Public Offering"), (a) 158,000 Class A Units at a public offering price of $1.525 per Class A Unit (the "Class A Units"), with each Class A Unit consisting of (i) one (1) share of the Company's common stock, par value $0.01 per share (the "Common Stock") and (ii) one (1) warrant to purchase one (1) share of Common Stock (a "Common Warrant") at an exercise price per share of $1.40 and (b) 3,120,688 Class B Units at a public offering price of $1.5249 per Class B Unit (the "Class B Units", and collectively with the Class A Units, the "Units"), with each Class B Unit consisting of (i) one (1) prefunded warrant to purchase one (1) share of Common Stock (a "Prefunded Warrant") at an exercise price per share of $0.0001 and (ii) one (1) Common Warrant. In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriter a 45-day option (the "Overallotment Option") to purchase up to 491,803 additional shares of Common Stock and / or Common Warrants. The Prefunded Warrants and Common Warrants are exercisable at issuance. The Prefunded Warrants have a perpetual term and the Common Warrants will expire on the five-year anniversary of the date of issuance. The exercise price and number of shares of Common Stock issuable upon exercise of the Prefunded Warrants or Common Warrants is subject to appropriate adjustment in the event of stock dividends, stock splits, reorganizations or similar events affecting the Common Stock and the exercise price. Subject to limited exceptions, a holder may not exercise any portion of its Prefunded Warrants or Common Warrants to the extent that the holder would beneficially own more than 4

01

Item 9.01 Financial Statement and Exhibits. Exhibit No. Description 1.01 Form of Underwriting Agreement by and between Palisade Bio, Inc. and Ladenburg Thalmann & Co. Inc. 4.01 Form of Prefunded Warrant 4.02 Form of Five-Year Common Stock Purchase Warrant 4.03 Form of Warrant Agency Agreement by and between Palisade Bio, Inc. and Equiniti Trust Company LLC 10.01 Form of Warrant Amendment Agreement 99.01 Press Release dated December 12, 2024 99.02 Press Release dated December 13, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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: December 16, 2024 Palisade Bio, Inc. By: /s/ J.D. Finley J.D. Finley Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR