Palisade Bio Seeks Shareholder Nod for 8.6M Warrant Issuance, Capital Boost

TL;DR

**PALI is asking shareholders to approve a massive warrant issuance and a 7% increase in authorized shares, signaling potential future dilution but also capital flexibility.**

AI Summary

Palisade Bio, Inc. (PALI) is seeking stockholder approval for two key proposals at a Special Meeting on December 3, 2025. Proposal 1 requests approval, under Nasdaq Listing Rule 5635(d), for the issuance of up to 8,637,810 shares of common stock underlying new warrants. These new warrants, issued on July 23, 2025, as part of a warrant inducement agreement, represent 200% of the shares from previously exercised existing warrants, with an exercise price of $0.9047 per share and a five-year term. Proposal 2 seeks to amend the company's Certificate of Incorporation to increase the authorized shares of common stock from 280,000,000 to 300,000,000, which would raise the total authorized capital stock from 287,000,000 to 307,000,000. The company had 139,564,572 shares of common stock outstanding as of the October 17, 2025 Record Date. The issuance of these 8,637,810 shares could dilute existing shareholders by approximately 6.2% if fully exercised. The company will pay Mediant Communications Inc. up to $27,000 for proxy solicitation assistance.

Why It Matters

For investors, approving the issuance of 8,637,810 shares underlying new warrants could lead to significant dilution, potentially impacting share price and ownership percentages, especially given the 6.2% potential increase in outstanding shares. The proposed increase in authorized shares from 280,000,000 to 300,000,000 provides Palisade Bio with greater flexibility for future capital raises, mergers, or employee incentive plans, which could be crucial for a biotech company in a competitive landscape. However, it also signals a potential for further dilution without immediate specific plans. Employees and customers are less directly impacted by these financial mechanics, but a stronger capital position could support ongoing research and development, ultimately benefiting product pipelines and job security.

Risk Assessment

Risk Level: medium — The issuance of up to 8,637,810 shares of common stock underlying new warrants represents a potential dilution of approximately 6.2% based on the 139,564,572 shares outstanding as of October 17, 2025. Additionally, increasing authorized shares from 280,000,000 to 300,000,000 creates capacity for further dilution without requiring additional shareholder votes, which could negatively impact existing shareholder value.

Analyst Insight

Investors should carefully consider the potential for dilution from both the warrant exercise and the increased authorized shares. Vote 'Against' Proposal 1 if you are concerned about immediate dilution from the 8,637,810 shares. Vote 'Against' Proposal 2 if you wish to limit the company's ability to issue more shares without further shareholder approval.

Key Numbers

• 8,637,810 — Shares underlying new warrants (Represents potential dilution if fully exercised)
• 280,000,000 — Current authorized common stock (Proposed to increase to 300,000,000)
• 300,000,000 — Proposed authorized common stock (Increase from 280,000,000)
• 139,564,572 — Common shares outstanding (As of Record Date October 17, 2025)
• $0.9047 — New warrant exercise price (Per share exercise price for new warrants)
• 2025-12-03 — Special Meeting Date (Date stockholders will vote on proposals)
• 2025-10-17 — Record Date (Date for determining eligible voters)
• $27,000 — Proxy solicitation fee (Maximum cost for Mediant Communications Inc. services)

Key Players & Entities

• PALISADE BIO, INC. (company) — Registrant seeking proxy approval
• Nasdaq (regulator) — Governing listing rules for share issuance
• Don Williams (person) — Chairman of Palisade Bio, Inc.
• Mediant Communications Inc. (company) — Proxy solicitation agent
• Equiniti Trust Company, LLC (company) — Palisade Bio's transfer agent
• SEC (regulator) — Securities and Exchange Commission

FAQ

Risk Factors

• Nasdaq Listing Rule Compliance [medium — regulatory]: The company is seeking stockholder approval for the issuance of up to 8,637,810 shares of common stock underlying new warrants. This issuance requires approval under Nasdaq Listing Rule 5635(d) because it represents more than 20% of the common stock outstanding prior to the issuance. Failure to obtain this approval could lead to non-compliance with Nasdaq listing requirements.
• Potential Share Dilution [medium — financial]: The proposed issuance of up to 8,637,810 shares underlying new warrants, if fully exercised, could dilute existing shareholders by approximately 6.2%. This dilution is a direct consequence of the warrant inducement agreement and the potential exercise of these warrants.
• Increased Authorized Shares [low — financial]: Proposal 2 seeks to increase the authorized shares of common stock from 280,000,000 to 300,000,000, and total capital stock from 287,000,000 to 307,000,000. While this provides future flexibility, it also increases the potential for future dilution if these shares are issued without corresponding value creation.

Industry Context

Palisade Bio, Inc. operates in the biotechnology sector, a highly competitive and capital-intensive industry focused on developing novel therapeutics. Companies in this space often rely on strategic financing and equity issuances to fund research and development, clinical trials, and regulatory processes. The success of such companies is heavily dependent on scientific innovation, intellectual property protection, and navigating complex regulatory pathways.

Regulatory Implications

The primary regulatory implication for Palisade Bio, Inc. in this filing relates to Nasdaq Listing Rule 5635(d), which mandates stockholder approval for significant equity issuances. Failure to secure this approval could jeopardize the company's listing status on the Nasdaq Stock Market. Additionally, the increase in authorized shares, while providing flexibility, must be managed to avoid excessive dilution that could negatively impact shareholder value and future financing efforts.

What Investors Should Do

1. Vote on Proposal 1 (Warrant Exercise Approval)
2. Vote on Proposal 2 (Increased Authorized Shares)
3. Review proxy materials carefully
4. Vote prior to the Special Meeting

Key Dates

• 2025-12-03: Special Meeting of Stockholders — Stockholders will vote on key proposals, including warrant issuance approval and an increase in authorized shares.
• 2025-10-17: Record Date — Determined the stockholders entitled to vote at the Special Meeting. 139,564,572 shares of common stock were outstanding on this date.
• 2025-07-23: Warrant Inducement Agreement Date — Date of the agreement under which new warrants were issued, leading to the current proposal for their approval.
• 2025-10-30: Mailing of Proxy Statement — Indicates when stockholders received the official materials for the Special Meeting.

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders about matters to be voted on at a special meeting. (This document is the proxy statement for Palisade Bio, Inc.'s special meeting.)

Warrant Inducement

An agreement where a company issues new warrants, often to existing warrant holders, potentially to encourage the exercise of older warrants or as part of a financing or restructuring. (This refers to the agreement dated July 23, 2025, which led to the issuance of warrants requiring stockholder approval.)

Certificate of Incorporation

The foundational legal document of a corporation, filed with the state of incorporation, that outlines its basic structure, purpose, and powers. (An amendment to this document is proposed to increase the number of authorized shares.)

Nasdaq Listing Rule 5635(d)

A rule requiring shareholder approval for the issuance of securities in connection with the acquisition of another company or assets, or when the issuance involves a substantial amount of stock (typically 20% or more of outstanding stock). (This rule necessitates stockholder approval for the proposed issuance of shares underlying new warrants.)

Street Name

Shares of a company held by a broker or bank on behalf of an investor, rather than being registered directly in the investor's name. (Explains how beneficial owners of shares vote and attend meetings.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial data from a previous annual or quarterly report. Therefore, a direct comparison of key metrics like revenue growth, margin changes, or new risks versus a prior period is not possible based solely on this document. The focus is on upcoming stockholder votes regarding equity issuance and capital structure adjustments.

Key Financial Figures

• $27,000 — ments, which are not expected to exceed $27,000 in total. What does it mean if I rece
• $0.9047 — rrant that was exercised was reduced to $0.9047 per share. In exchange for exercising t
• $7,815,000 — d realize an aggregate of approximately $7,815,000 in gross proceeds if the New Warrant wa

Filing Documents

• formdef14a.htm (DEF 14A) — 197KB
• form_001.jpg (GRAPHIC) — 6KB
• proxy_001.jpg (GRAPHIC) — 498KB
• proxy_002.jpg (GRAPHIC) — 261KB
• 0001493152-25-019900.txt ( ) — 1252KB

From the Filing

DEF 14A 1 formdef14a.htm DEF 14A UNITED SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy (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 SPECIAL MEETING OF STOCKHOLDERS To Be Held on December 3, 2025 Dear Stockholder: You are invited to attend a virtual Special Meeting of Stockholders, or the “Special Meeting”, of Palisade Bio, Inc., a Delaware corporation, or the “Company,” to be held on Wednesday, December 3, 2025 at 9:00 a.m. Pacific Time. The Special 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 Special 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 have the control number included in your proxy materials to join the Special Meeting. As always, we encourage you to vote your shares prior to the Special Meeting. You are being asked to vote on the following matters: 1. To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to 8,637,810 shares of our common stock underlying certain warrants issued by us pursuant to the terms of that certain warrant inducement agreement dated as of July 23, 2025 (the “Warrant Inducement”) which is equal to or in excess of 20% of our common stock outstanding prior to the issuance of such warrants. We refer to this proposal as the “Warrant Exercise Proposal” or “Proposal 1.” 2. To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 280,000,000 to 300,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 287,000,000 to 307,000,000). We refer to this proposal as the “Increased Authorized Shares Proposal” or “Proposal 2.” 3. To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of any of the foregoing proposals. We refer to this as the “Adjournment Proposal” or “Proposal 3.” A printed copy of the proxy statement for the Special Meeting (the “Proxy Statement”) is being mailed to stockholders of record who are entitled to vote at the Special Meeting on or about October 30, 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 foregoing items of business are more fully described in the Proxy Statement. A list of stockholders entitled to vote at the Special Meeting will be available for inspection at the Company’s corporate headquarters at the address listed above for the ten-day period prior to the Special Meeting. Only stockholders of record at the close of business on October 17, 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting as set forth in the Proxy Statement. You will not be able to attend the Special Meeting in person. By Order of the Board of Directors /s/ Don Williams Don Williams Chairman October 28, 2025 You are cordially invited to attend the Special Meeting. Whether or not you expect to attend the Special Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online at the Special Meeting, you may vote via the internet, by 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 Special 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 Special Meeting, you must follow the

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