Filed Pursuant to Rule 424(b)(4)
Registration Nos. 333-265769 and 333-266808
Prospectus
42,160,000 Class A Units consisting of shares of common stock and warrants and
1,460 Class B Units consisting of shares of Series B Preferred Stock and warrants
(and 48,000,000 shares of common stock underlying Series 1 warrants, 48,000,000 shares of common stock underlying
Series 2 warrants, and 5,840,000 shares of common stock underlying shares of Series B Preferred Stock)
We are offering Class A
Units, with each Class A Unit consisting of one share of our common stock, par value $0.01 per share (the common stock) together with warrants with a term of one year, or Series 1 warrants, to purchase one share of common stock
and warrants with a term of five years, or Series 2 warrants, to purchase one share of common stock (together with the shares of common stock underlying such warrants, the Class A Units) at a public offering price of $0.25 per
Class A Unit. Each Series 1 warrant and Series 2 warrant included in the Class A Units entitles its holder to purchase one share of common stock at an exercise price per share of $0.25.
We are also offering to those purchasers whose purchase of Class A Units in this offering would result in the purchaser, together with its affiliates and
certain related parties, beneficially owning more than 4.99% (or, at the election of the purchaser, 9.99%) of our outstanding common stock following the consummation of this offering, the opportunity to purchase, if they so choose, Class B
Units in lieu of the number of Class A Units that would otherwise result in such purchasers beneficial ownership exceeding 4.99% (or, at the election of the purchaser, 9.99%). Each Class B Unit consists of one share of Series B
Preferred Stock, par value $0.01 per share (the Series B Preferred Stock), convertible into 4,000 shares of common stock together with Series 1 warrants to purchase 4,000 shares of common stock and Series 2 warrants to purchase
4,000 shares of common stock (together with the shares of common stock underlying such shares of Series B Preferred Stock and such warrants, the Class B Units and, together with the Class A Units, the units) at
a public offering price of $1,000 per Class B Unit. Each Series 1 warrant and Series 2 warrant included in the Class B Units entitles its holder to purchase 4,000 shares of common stock at an exercise price per share of $0.25.
The Series 1 warrants will expire on the one year anniversary of the date of issuance. The Series 2 warrants will expire on the five year anniversary of
the date of issuance. The warrants will be exercisable beginning on the effective date of stockholder approval of the issuance of the shares upon exercise of the warrants.
The Class A Units and Class B Units have no stand-alone rights and will not be certificated or issued as stand-alone securities. The shares of
common stock, Series B Preferred Stock and warrants comprising such units are immediately separable and will be issued separately in this offering. Certain investors may enter into leak-out agreements pursuant to which each such investor will
agree to certain limits on sales of the shares of common stock, including shares of common stock purchased in this offering and the shares of common stock issuable upon the exercise of the Series 1 warrants or Series 2 warrants and
conversion of the Series B Preferred Stock. The underwriter has the option to purchase up to 7,200,000 additional shares of common stock, additional Series 1 warrants to purchase up to 7,200,000 shares of common stock and/or additional
Series 2 warrants to purchase up to 7,200,000 shares of common stock solely to cover over-allotments, if any, at the price to the public, less the underwriting discounts and commissions. The over-allotment option may be used to purchase shares
of common stock, or warrants, or any combination thereof, as determined by the underwriter, but such purchases cannot exceed an aggregate of 15% of the number of shares of common stock (including the number of shares of common stock issuable upon
conversion of shares of Series B Preferred Stock) and warrants sold in this offering. The over-allotment option is exercisable for 45 days from the date of this prospectus.
Our common stock is listed on The Nasdaq Capital Market under the symbol PALI. On August 10, 2022, the last reported sale price of our common
stock was $0.33 per share. The recent market price used throughout this prospectus may not be indicative of the final offering price. We do not intend to apply for listing of the warrants offered hereby or the shares of Series B Preferred Stock on
any securities exchange or trading system.
Investing in our securities involves a high degree of risk. Before making an investment decision, please
read the information under Risk Factors beginning on page 22 of this prospectus and under similar headings in any amendment or supplement to this prospectus or in any filing with the Securities and Exchange
Commission that is incorporated by reference herein.
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Per Class A Unit |
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Per Class B Unit |
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Total |
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Public offering price(1) |
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$ |
0.25 |
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$ |
1,000 |
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$ |
12,000,000 |
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Underwriting discounts and commissions(2)(3) |
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$ |
0.02 |
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$ |
77.50 |
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$ |
930,000 |
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Proceeds to us, before expenses |
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$ |
0.23 |
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$ |
922.50 |
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$ |
11,070,000 |
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(1) |
The public offering price and the underwriting discounts corresponds to (a) in respect of the
Class A Units (i) a public offering price per share of common stock of $0.23, (ii) a public offering price per Series 1 warrant of $0.01 and (iii) a public offering price per Series 2 warrant of $0.01 and
(b) in respect of the Class B Units (i) a public offering price per share of Series B Preferred Stock of $920, (ii) a public offering price of $40 per aggregate number of Series 1 warrants issued in connection with each
share of Series B Preferred Stock, and (iii) a public offering price of $40 per aggregate number of Series 2 warrants issued in connection with each share of Series B Preferred Stock. |
(2) |
We have also agreed to reimburse the underwriter for certain expenses. See Underwriting for
additional information. |
(3) |
We have granted a 45 day option to the underwriter to purchase up to an additional 7,200,000 shares of common
stock, Series 1 warrants to purchase up to an additional 7,200,000 shares of common stock and/or Series 2 warrants to purchase up to an additional 7,200,000 shares of common stock solely to cover over-allotments, if any. |
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Ladenburg
Thalmann
The date of this prospectus is August 12, 2022.