Current Report Filing (8-k)
November 16 2022 - 11:01AM
Edgar (US Regulatory)
0001357459
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0001357459
2022-11-16
2022-11-16
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 16, 2022 (November 15, 2022)
PALISADE
BIO, INC.
(Exact
name of Registrant as Specified in Its Charter)
Delaware
|
|
001-33672
|
|
52-2007292
|
(State
or Other Jurisdiction
of Incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
7750
El Camino Real
Suite
5200
Carlsbad,
California
|
|
92009
|
(Address
of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (858) 704-4900
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
PALI |
|
Nasdaq
Capital Market |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
5.03 |
Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year |
As
previously disclosed, on October 4, 2022 and October 6, 2022, Palisade Bio, Inc. (the “Company”) held special meetings
of its shareholders (the “Special Meetings”) at which the shareholders approved: (i) a proposal to authorize the Company’s
board of directors (“Board”), in its discretion, to effect a reverse stock split of the Company’s common stock,
par value $0.01 (the “Common Stock”) at a specific ratio, ranging from 1-for-10 to 1-for-50, to be determined by the Board,
and (ii) an amendment to the Company’s amended and restated certificate of incorporation to decrease the number of authorized shares
of Common Stock from 300,000,000 to 280,000,000 (the “Authorized Share Reduction”).
In
accordance with the foregoing, the Board approved a 1-for-50 reverse stock split of the Common Stock (“Reverse Stock Split”).
On November 14, 2022, the Company filed an amendment to its amended and restated certificate of incorporation (“Amendment”)
with the Secretary of State of Delaware with such Amendment becoming effective at 5:00 p.m. Eastern Time on Tuesday November
15, 2022. The purpose of the Amendment is to (i) effect the Reverse Stock Split and (ii) complete the Authorized Share Reduction.
Accordingly, each of the Company’s shareholders will receive one (1) new share of Common Stock for every fifty (50) shares
such shareholder held immediately prior to the effective time of the Reverse Stock Split. The Reverse Stock Split affects all of the
Company’s issued and outstanding shares of Common Stock equally. The Reverse Stock Split will also affect the Company’s
outstanding stock options, warrants and other exercisable or convertible securities and will result in the shares underlying such
instruments being reduced and the exercise price being increased proportionately to the Reverse Stock Split ratio. No fractional shares
will be issued as a result of the Reverse Stock Split. Any fractional shares that would have otherwise resulted from the Reverse Stock
Split will be paid in cash, at an amount equal to the resulting fractional interest in one (1) share of the Common Stock to which the
shareholder would otherwise be entitled, multiplied by the closing trading price of the Common Stock on November 15, 2022.
As
a result of the Reverse Stock Split, the number of issued and outstanding shares of Common Stock will be adjusted from 77,080,169 shares
to approximately 1,541,603 shares (not accounting for any fractional shares that will be paid out in cash). Additionally, per the Authorized
Share Reduction, the number of authorized shares of Common Stock is reduced from 300,000,000 to 280,000,000 shares. The number of authorized
shares of preferred stock remains unchanged at 7,000,000 shares.
Pursuant
to the terms of the outstanding Certificate of Designation of Series A 4.5% Convertible Preferred Stock, for the issued and outstanding
shares of the Company’s Series A 4.5% Convertible Preferred Stock, par value $0.01 per share with a stated value of $12.7895 per
share (the “Series A Preferred Stock”), the conversion price at which shares of Series A Preferred Stock may be converted
into shares of Common Stock will be proportionately adjusted to reflect the Reverse Stock Split.
The
Common Stock will begin trading on a post Reverse Stock Split basis on the Nasdaq Capital Market on November 16, 2022. The Company’s trading symbol will remain “PALI”. The new CUSIP number
for the Common Stock following the Reverse Stock Split is 696389204.
The
information set forth herein is qualified in its entirety by the terms contained in the Amendment, a copy of which is attached to this
report as Exhibit 3.01(i).
On
November 15, 2022, the Company announced the Reverse Stock Split as described in Item 5.03 of this Current Report on Form 8-K. A copy
of the press release is attached to this report as Exhibit 99.01.
Item
9.01 | Financial
Statement and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
Date: |
November
16, 2022 |
Palisade
Bio, Inc. |
|
|
|
|
|
|
|
/s/
J.D. Finley |
|
|
By: |
J.D.
Finley |
|
|
|
Interim
Chief Executive Officer and Chief Financial Officer |
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