PALI Palisade Bio Inc

 

 

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): May 10, 2024 (May 7, 2024)

 

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 2A
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 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

Appointment of Margery Fischbein to Board of Directors

 

On May 7, 2024 (the “Effective Date”), the board of directors (“Board”) of Palisade Bio, Inc. (the “Company”) appointed Margery Fischbein to the Board. On the Effective Date, pursuant to Ms. Fischbein’s appointment, the Board will have four (4) acting directors. Ms. Fischbein will serve until the Company’s 2024 annual meeting of shareholders or until such time as she resigns, is removed or her successor is appointed. Based upon a review of Ms. Fischbein’s questionnaire, Ms. Fischbein has been determined to be independent pursuant to Rule 10A-3(b) of the Securities Exchange Act of 1934, as amended and Nasdaq Rule 5605(a)(2) and further meets all of the qualifications to serve on an audit committee. Accordingly, Ms. Fischbein has been appointed to serve on the Company’s audit committee as of the Effective Date. In connection with her appointment to the Board, Ms. Fischbein will enter into the Company’s standard indemnification agreement.

 

There are no family relationships among Ms. Fischbein and any of our executive officers or directors and there are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Board Compensation

 

As compensation for her services on the Board, with respect to cash compensation, Ms. Fischbein will participate in the Company’s non-executive board compensation plan as described in the definitive proxy statement filed with the Securities Exchange Commission on April 21, 2023, the description of which is incorporated herein by reference.

 

Additionally, on the Effective Date, in lieu of the Company’s standard non-executive board compensation with respect to equity grants, Ms. Fischbein received an option to purchase 1,000 shares of the Company’s common stock (the “Option”). The Option has a term of ten (10) years, an exercise price of $7.90 per share, and vests in equal quarterly installments over a three (3) year period. The Option was issued from the Company’s 2021 Equity Incentive Plan, as amended.

 

Item 8.01 Other Events

 

On May 7, 2024, the Company issued a press release announcing the appointment of Margery Fischbein to the Board. A copy of the press release is attached to this report as Exhibit 99.01.

 

Item 9.01 Financial Statement and Exhibits.

 

Exhibit No.		Description
99.01		Press Release Dated May 7, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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: May 10, 2024	Palisade Bio, Inc.
		/s/ J.D. Finley
	By:	J.D. Finley
		Chief Executive Officer

 

 

 

Exhibit 99.01

 

 

Palisade Bio Appoints Margery Fischbein to its Board of Directors

 

Wall Street and biotech industry veteran with expertise across corporate finance, business development, M&A, licensing, and strategic alliance transactions, globally

 

Carlsbad, CA – May 7, 2024 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade”, “Palisade Bio” or the “Company”), a biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, today announced it has appointed Margery Fischbein to its Board of Directors.

 

Ms. Fischbein is a highly experienced healthcare investment banker and accomplished biotechnology industry executive.

 

“We are excited to welcome Margery to our Board of Directors. With her expertise and deep Wall Street and healthcare industry network we believe she will be a valuable asset and play a critical role as we continue to advance Palisade Bio’s strategy and our pipeline of novel therapeutics. We look forward to leveraging her strategic perspective to execute on our corporate objectives,” commented J.D. Finley, Chief Executive Officer of Palisade.

 

Ms. Fischbein added, “The Palisade team has established a path forward in a highly compelling area of drug development, identifying a precision medicine approach for redefining ulcerative colitis (UC) treatment through targeted interventions using PDE4-related biomarkers. I look forward to working closely with the Palisade team as we elevate this innovative approach with key players in the industry, build momentum and drive value for stakeholders in the near and long term.”

 

Ms. Fischbein currently serves as Managing Director, Healthcare, for Cassel Salpeter & Co., an independent investment banking firm. Previously, Ms. Fischbein was Head of Healthcare Investment Banking for Seaport Global and for FBR & Co. and Head of East Coast Biotechnology Investment Banking for JMP Securities. Prior to rejoining the banking industry, Ms. Fischbein held senior corporate positions at ImClone Systems and Human Genome Sciences. Early in her career, Ms. Fischbein was senior vice president at Lehman Brothers, and then was a Managing Director of investment banking at the Chase Manhattan Corporation and at Citigroup. Ms. Fischbein earned a master’s degree in business administration from Harvard Business School and a bachelor’s degree in economics from Harvard University.

 

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 Contact

 

JTC Team, LLC

Jenene Thomas

833-475-8247

PALI@jtcir.com

 

 

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Cover	May 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 10, 2024
Entity File Number	001-33672
Entity Registrant Name	PALISADE BIO, INC.
Entity Central Index Key	0001357459
Entity Tax Identification Number	52-2007292
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	7750 El Camino Real
Entity Address, Address Line Two	Suite 2A
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92009
City Area Code	(858)
Local Phone Number	704-4900
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.01 per share
Trading Symbol	PALI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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