Palisade Bio Announces Exercise of Previously Issued Warrants for $2.5 Million
January 30 2024 - 9:25AM
Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade” or the
“Company”), a biopharmaceutical company focused on developing novel
therapeutics for serious chronic gastrointestinal (GI) diseases,
today announced an agreement between the Company and several
accredited investors to exercise certain existing warrants (the
“Existing Warrants”) to purchase up to an aggregate of 3,413,286
shares of common stock. The Existing Warrants had initial exercise
prices of $35.525, $2.375, and 2.64, respectively, and were issued
by the Company on May 10, 2022, January 4, 2023, and April 5, 2023,
respectively, with each exercise occurring at a reduced exercise
price of $0.7313 per share.
The shares of common stock issuable upon
exercise of the Existing Warrants are registered pursuant to
registration statements which were filed and declared effective by
the Securities and Exchange Commission (the “SEC”). The gross
proceeds to the Company from the exercise of the Existing Warrants
are expected to be approximately $2.5 million prior to deducting
placement agent fees and estimated offering expenses.
In consideration for the immediate exercise of
the Existing Warrants for cash, the exercising holders will receive
new unregistered warrants (the “Replacement Warrants”) to purchase
shares of common stock in a private placement pursuant to Section
4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”).
The Replacement Warrants will be exercisable into an aggregate of
up to 3,413,286 shares of common stock, at an exercise price of
$0.7313 per share, and a term of exercise equal to five years from
issuance.
The Company intends to use the net proceeds from
the offering for working capital and general corporate
purposes.
Ladenburg Thalmann & Co. Inc. acted as
the exclusive placement agent for the warrant exercise
transaction.
The Replacement Warrants described above were
offered in a private placement pursuant to an applicable exemption
from the registration requirements of the 1933 Act and, along with
the shares of common stock issuable upon their exercise, have not
been registered under the 1933 Act, and may not be offered or sold
in the United States absent registration with the SEC or an
applicable exemption from such registration requirements. The
securities were offered only to accredited investors. The Company
has agreed to file a registration statement with the SEC covering
the resale of the shares of common stock issuable upon exercise of
the Replacement Warrants.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy, nor shall there be
any sale of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to the
registration or qualification under the securities laws of any such
jurisdiction.
About Palisade Bio
Palisade Bio is a biopharmaceutical company
focused on developing novel therapeutics for serious chronic
gastrointestinal diseases. The Company believes that by using a
targeted approach with its novel therapeutics it will transform the
treatment landscape. 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: the extent of our cash runway; our
ability to successfully develop our licensed technologies;
estimates about the size and growth potential of the markets for
our product candidates, and our ability to serve those markets,
including any potential revenue generated; future regulatory,
judicial, and legislative changes or developments in the United
States (U.S.) and foreign countries and the impact of these
changes; our ability to maintain the Nasdaq listing of our
securities; our ability to build a commercial infrastructure in the
U.S. and other markets; our ability to compete effectively in a
competitive industry; our ability to identify and qualify
manufacturers to provide API and manufacture drug product; our
ability to enter into commercial supply agreements; the success of
competing technologies that are or may become available; our
ability to attract and retain key scientific or management
personnel; the accuracy of our estimates regarding expenses, future
revenues, capital requirements and needs for additional financing;
our ability to obtain funding for our operations; our ability to
attract collaborators and strategic partnerships; and the impact of
the COVID-19 pandemic or any global event on our business, and
operations, and supply. 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
nonclinical and clinical programs, the uncertain and time-consuming
regulatory approval process; and the Company’s ability to secure
additional financing to fund future operations and development of
its product candidates. Additional risks and uncertainties can be
found in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2022, filed with the SEC on March 22, 2023,
as well as the Company’s Quarterly Report on Form 10-Q, for the
three and nine month periods ended September 30, 2023, filed with
the SEC on November 9, 2023. 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, LLCJenene Thomas 833-475-8247PALI@jtcir.com
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