Palisade Bio Seeks Reverse Stock Split Approval at Annual Meeting

TL;DR

**PALI's proposed reverse stock split is a desperate move to prop up its share price; expect volatility and proceed with extreme caution.**

AI Summary

Palisade Bio, Inc. (PALI) is holding its 2025 Annual Meeting of Stockholders on October 17, 2025, virtually, to address three key proposals. Stockholders will vote to elect three directors to serve until the 2026 Annual Meeting, ratify the appointment of Baker Tilly US, LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, and, most significantly, approve an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split. This reverse split, at the discretion of the Board of Directors, could range from 1-for-5 to 1-for-50 and must be completed by December 31, 2025. The company mailed proxy materials on or about September 15, 2025, to stockholders of record as of September 12, 2025. The filing does not contain specific revenue or net income figures, but the proposed reverse stock split suggests a strategic move to potentially address share price or listing requirements.

Why It Matters

The proposed reverse stock split, ranging from 1-for-5 to 1-for-50, is a critical event for PALI investors, as it could significantly impact share price and outstanding share count, potentially to meet exchange listing requirements or improve market perception. For employees, a stable or rising stock price post-split could affect equity compensation value. Customers are unlikely to be directly impacted, but the company's financial health and strategic positioning could indirectly influence future product development. In the broader market, this move signals a company grappling with its stock valuation, a common theme among smaller biotech firms, and could set a precedent for similar actions in the competitive biotech sector.

Risk Assessment

Risk Level: high — The proposal for a reverse stock split at a ratio of 1-for-5 to 1-for-50, to be effected by December 31, 2025, indicates significant concerns about the company's stock price, likely to avoid delisting. While it can temporarily boost share price, it often signals underlying operational or financial challenges and historically does not guarantee long-term value creation. The wide range of the proposed split ratio (1-for-5 to 1-for-50) also introduces uncertainty for investors.

Analyst Insight

Investors should carefully evaluate the implications of the reverse stock split, as it often precedes further share price declines. Consider reducing exposure or holding off on new investments until there is clear evidence of improved financial performance or a robust pipeline. Monitor the outcome of the October 17, 2025, Annual Meeting closely.

Key Numbers

• 1-for-5 — Minimum reverse stock split ratio (Board discretion for common stock reverse split)
• 1-for-50 — Maximum reverse stock split ratio (Board discretion for common stock reverse split)
• October 17, 2025 — Annual Meeting Date (Date stockholders will vote on proposals)
• December 31, 2025 — Reverse Split Deadline (Date by which the Board must effect the reverse stock split)
• September 12, 2025 — Record Date (Date for determining eligible voters for the Annual Meeting)
• 200,000 — Shares of Series A Preferred Stock (Outstanding non-voting preferred shares)
• 8 — Common shares from Series A Preferred Stock (Aggregate common shares convertible from Series A Preferred Stock)

Key Players & Entities

• PALISADE BIO, INC. (company) — Registrant and company holding the Annual Meeting
• Baker Tilly US, LLP (company) — Independent registered public accounting firm for fiscal year 2025
• Donald Williams (person) — Chairman of Palisade Bio, Inc.
• SEC (regulator) — Securities and Exchange Commission, governing body for filings
• Equiniti Trust Company, LLC (company) — Company's transfer agent
• October 17, 2025 (date) — Date of the 2025 Annual Meeting of Stockholders
• September 12, 2025 (date) — Record date for voting at the Annual Meeting
• December 31, 2025 (date) — Deadline for the Board to effect the reverse stock split
• 1-for-5 (number) — Minimum ratio for the proposed reverse stock split
• 1-for-50 (number) — Maximum ratio for the proposed reverse stock split

FAQ

Risk Factors

• Reverse Stock Split to Address Share Price [medium — financial]: The company is proposing a reverse stock split with a ratio between 1-for-5 and 1-for-50, to be completed by December 31, 2025. This action is typically undertaken to increase the per-share market price of a company's stock, potentially to meet stock exchange listing requirements or to make the stock more attractive to a wider range of investors.

Industry Context

Palisade Bio operates in the biotechnology sector, a highly competitive and capital-intensive industry focused on developing novel therapeutics. The industry is characterized by long development cycles, significant research and development costs, and stringent regulatory hurdles. Companies often face challenges in securing funding and achieving market approval for their products.

Regulatory Implications

The proposed reverse stock split could be influenced by regulatory requirements, such as minimum bid price rules for stock exchange listings. Failure to maintain compliance could lead to delisting, impacting liquidity and investor confidence. The company must also adhere to SEC disclosure rules regarding such corporate actions.

What Investors Should Do

1. Review the proxy statement carefully, especially Proposal 3 regarding the reverse stock split.
2. Vote on the election of directors and the ratification of the independent auditor.
3. Ensure your voting instructions are submitted by the deadline or vote live at the virtual Annual Meeting.

Key Dates

• 2025-10-17: Annual Meeting of Stockholders — Stockholders will vote on director elections, auditor ratification, and a reverse stock split proposal.
• 2025-09-15: Mailing of Proxy Materials — Stockholders receive information and voting instructions for the Annual Meeting.
• 2025-09-12: Record Date — Determines which stockholders are eligible to vote at the Annual Meeting.
• 2025-12-31: Reverse Stock Split Deadline — The Board of Directors must complete the reverse stock split by this date if approved.

Glossary

DEF 14A

A proxy statement filed with the SEC by publicly traded companies that are required to solicit proxies from their shareholders for an annual or special meeting. (This document is the proxy statement for Palisade Bio's 2025 Annual Meeting, detailing the proposals and information for stockholders.)

Reverse Stock Split

A corporate action in which a company reduces the total number of its outstanding shares by consolidating them into fewer, proportionally more valuable shares. (Palisade Bio is seeking shareholder approval for a reverse stock split, which could significantly alter the number of outstanding shares and the stock's per-share price.)

Record Date

A specific date set by a company to determine which shareholders are eligible to receive dividends, vote on corporate matters, or otherwise participate in a company's affairs. (Sets the eligibility for voting at the Annual Meeting on October 17, 2025.)

Independent Registered Public Accounting Firm

An external audit firm hired by a company to conduct an independent examination of its financial statements. (Stockholders are being asked to ratify the appointment of Baker Tilly US, LLP for the fiscal year ending December 31, 2025.)

Amended and Restated Certificate of Incorporation

A legal document that outlines the fundamental rules and structure of a corporation, which has been previously amended and restated. (The proposed amendment to this document is required to implement the reverse stock split.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting and does not contain comparative financial data from a previous year's annual report. However, the inclusion of a reverse stock split proposal suggests a strategic response to potential challenges related to share price or market capitalization, which may have been a concern in the period leading up to this filing.

Filing Documents

• formdef14a.htm (DEF 14A) — 569KB
• formdef14a_001.jpg (GRAPHIC) — 7KB
• formdef14a_002.jpg (GRAPHIC) — 48KB
• formdef14a_003.jpg (GRAPHIC) — 43KB
• proxy_001.jpg (GRAPHIC) — 789KB
• proxy_002.jpg (GRAPHIC) — 405KB
• 0001493152-25-013379.txt ( ) — 4542KB
• pali-20241231.xsd (EX-101.SCH) — 6KB
• pali-20241231_def.xml (EX-101.DEF) — 11KB
• pali-20241231_lab.xml (EX-101.LAB) — 66KB
• pali-20241231_pre.xml (EX-101.PRE) — 44KB
• formdef14a_htm.xml (XML) — 102KB

From the Filing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 PALISADE BIO, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 PALISADE BIO, INC. 1902 Wright Place, Suite 200 Carlsbad, California 92008 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on October 17, 2025 Dear Stockholder: You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the "Annual Meeting") of Palisade Bio, Inc., a Delaware corporation (the "Company"), to be held on the 17 th day of October, 2025, at 10:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only, via live webcast on the internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/PALI , where you will be able to listen to the meeting live, submit questions and vote. You will need to register at www.proxydocs.com/PALI in order to attend the Annual Meeting virtually. You will need to have the 12-digit control number which is included on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. You will not be able to attend the meeting in person. As always, we encourage you to vote your shares prior to the Annual Meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement ("Proxy Statement"): 1. To elect three directors to hold office until the 2026 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director's earlier death, resignation or removal. We refer to this proposal as the "Director Election Proposal" or "Proposal 1." 2. To ratify the appointment of Baker Tilly US, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2025. We refer to this proposal as the "Auditor Ratification Proposal" or "Proposal 2." 3. To approve an amendment to the Company's Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company's Board of Directors: a reverse split of the Company's common stock, at a ratio of not less than 1-for-5 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the Board of Directors, without further approval or authorization of our stockholders, and to be effected on or before December 31, 2025. We refer to this proposal as the "Reverse Stock Split Proposal" or "Proposal 3." 4. To conduct any other business properly brought before the Annual Meeting. A printed copy of the Proxy Statement and our Annual Report for the fiscal year ended December 31, 2024 (the "2024 Annual Report") is being mailed to stockholders of record who are entitled to vote at the Annual Meeting on or about September 15, 2025. The Proxy Statement contains instructions on how to access the Proxy Statement through the internet, and also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following internet address: www.proxydocs.com/PALI. The record date for the Annual Meeting is September 12, 2025. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. You will not be able to attend the Annual Meeting in person. By Order of the Board of Directors /s/ Donald Williams Donald Williams Chairman September 15, 2025 You are cordially invited to virtually attend the Annual Meeting online. Whether or not you expect to virtually attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online, you may vote via telephone or, if you receive a paper proxy card by mailing the completed proxy card. Voting instructions are provided in the instructions printed on your proxy card. Even if you have voted by proxy, you may still vote online at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to

View Full Filing

View this DEF 14A filing on SEC EDGAR