Palisade Bio Announces $4 Million Private Placement Priced At-The- Market Under Nasdaq Rules
May 02 2024 - 8:30AM
Palisade Bio, Inc. (Nasdaq: PALI), a biopharmaceutical company
focused on developing and advancing novel therapeutics for patients
living with autoimmune, inflammatory, and fibrotic diseases, is
announcing today that it has entered into a definitive agreement
with an institutional investor for the purchase of 615,242 shares
of common stock (or certain pre-funded warrants in lieu thereof) in
a private placement at a purchase price per share of $6.5015,
priced at-the-market under Nasdaq rules. The Company expects to
receive gross proceeds of approximately $4 million, before
deducting placement agent fees and other offering expenses payable
by the Company.
Ladenburg Thalmann & Co. Inc. is acting as the
exclusive placement agent for the offering.
The company intends to use the net proceeds from
the financing for working capital and general corporate
purposes.
The company has also agreed to issue to the
investor, unregistered warrants to purchase up to 922,863 shares of
common stock (the “Common Warrants”). These Common Warrants will
have a term of seven (7) years and an exercise price of $6.314 per
share. The closing of the offering is expected to take place on or
about May 6, 2024, subject to the satisfaction of customary closing
conditions.
The shares of common stock, pre-funded warrants,
and Common Warrants (and the shares of common stock underlying such
pre-funded warrants and Common Warrants) are being offered in a
private placement under Section 4(a)(2) of the Securities Act
of 1933, as amended (the “Act”) and/or Regulation D promulgated
thereunder, and such securities have not been registered under the
Act or applicable state securities laws. Accordingly, such
securities may not be offered or sold in the United States except
pursuant to an effective registration statement or an applicable
exemption from the registration requirements of the Act and such
applicable state securities laws. The company has agreed to file a
registration statement with the SEC registering the resale of the
shares of common stock and shares of common stock issuable upon the
exercise of the pre-funded warrants and Common Warrants no later
than 10 calendar days following the closing and to use its best
efforts to have the registration statement declared effective as
promptly as practical thereafter, and in any event no later than 60
days after the date of such agreement.
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 and advancing novel therapeutics for patients
living with autoimmune, inflammatory, and fibrotic 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, 2023, filed with the Securities and
Exchange Commission (“SEC”) on March 26, 2024. 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 ContactJTC
Team, LLCJenene Thomas 833-475-8247PALI@jtcir.com
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