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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

 

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

 

Check the appropriate box:

 

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

 

PALISADE BIO, INC.

(Name of Registrant as Specified in its Charter)

 

 

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

 

Payment of Filing Fee (Check all boxes that apply):

 

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

 

DATED AUGUST 6, 2025

 

PALISADE BIO, INC.

1902 Wright Place, Suite 200

Carlsbad, California 92008

 

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

 

To Be Held on September 18, 2025

 

Dear Stockholder:

 

You are invited to attend a virtual Special Meeting of Stockholders, or the “Special Meeting”, of Palisade Bio, Inc., a Delaware corporation, or the “Company,” to be held on Thursday, September 18, 2025 at 9:00 a.m. Pacific Time. The Special Meeting will be held in a virtual meeting format only, via live webcast on the Internet, with no physical in-person meeting. You will be able to attend and participate in the Special Meeting online by visiting www.proxydocs.com/PALI, where you will be able to listen to the meeting live, submit questions and vote. You will need to have the control number included in your proxy materials to join the Special Meeting. As always, we encourage you to vote your shares prior to the Special Meeting. You are being asked to vote on the following matters:

 

	1.	To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to 8,637,810 shares of our common stock underlying certain warrants issued by us pursuant to the terms of that certain warrant inducement agreement dated as of July 23, 2025 (the “Warrant Inducement”) which is equal to or in excess of 20% of our common stock outstanding prior to the issuance of such warrants. We refer to this proposal as the “Warrant Exercise Proposal” or “Proposal 1.”
	2.	To approve the adjournment of the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal. We refer to this as the “Adjournment Proposal” or “Proposal 2.”

 

A printed copy of the proxy statement for the Special Meeting (the “Proxy Statement”) is being mailed to stockholders of record who are entitled to vote at the Special Meeting on or about August  , 2025. The Proxy Statement contains instructions on how to access the Proxy Statement through the internet, and also provides instructions on how to vote online, by telephone or by mail and includes instructions on how to receive a paper copy of proxy materials by mail. The proxy materials can be accessed directly at the following internet address: www.proxydocs.com/PALI.

 

The foregoing items of business are more fully described in the Proxy Statement. A list of stockholders entitled to vote at the Special Meeting will be available for inspection at the Company’s corporate headquarters at the address listed above for the ten-day period prior to the Special Meeting.

 

Only stockholders of record at the close of business on July 28, 2025 (the “Record Date”) are entitled to notice of and to vote at the Special Meeting as set forth in the Proxy Statement.

 

You will not be able to attend the Special Meeting in person.

 

	By Order of the Board of Directors
	/s/ Don Williams
	Don Williams Chairman August , 2025

 

 

 

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

 

DATED AUGUST 6, 2025

 

PALISADE BIO, INC.

 

1902 Wright Place, Suite 200

Carlsbad, California 92008

 

PROXY STATEMENT

 

FOR THE SPECIAL MEETING OF STOCKHOLDERS

 

To Be Held on September 18, 2025

 

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

 

Why did I receive proxy materials?

 

The Board of Directors, or the “Board,” of Palisade Bio, Inc. (sometimes referred to as the “Company,” or “Palisade,” “we,” “our” or “us”) is soliciting your proxy to vote at a Special Meeting of Stockholders, or the “Special Meeting,” including at any adjournments or postponements of the meeting. We intend to mail the Proxy Statement on or about August , 2025, to all stockholders of record entitled to vote at the Special Meeting.

 

Where and when is the Special Meeting?

 

The Special Meeting will be held virtually via live webcast on September 18, 2025, at 9:00 a.m. Pacific Time. There will be no physical meeting location. You will not be able to attend the Special Meeting in person. A summary of the information you need to attend the Special Meeting online is provided below:

 

	●	You must register in advance at www.proxydocs.com/PALI. Upon completing your registration, you will receive further instructions via email, including your link that will allow you access to the meeting.
	●	Stockholder may vote and submit questions during the Special Meeting via live webcast.

 

What if I have technical difficulties or trouble accessing the live webcast of the Special Meeting?

 

On the day of the Special Meeting, if you encounter any difficulties assessing the live webcast of the Special Meeting or during the Special Meeting, please call the technical support number that will be posted on the log-in page for our Special Meeting for assistance.

 

Who can vote at the Special Meeting?

 

Voting Shares

 

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Special Meeting. On the Record Date, there were 5,916,152 shares of common stock outstanding and entitled to vote.

 

Non-Voting Shares

 

As of the Record Date, we also had 200,000 shares of Series A 4.5% Convertible Preferred Stock (which are currently convertible into an aggregate of 8 shares of common stock) that are outstanding but that have no voting rights with respect to the matters described in this Proxy Statement.

 

Stockholder of Record: Shares Registered in Your Name

 

If, on the Record Date, your shares were registered directly in your name with Palisade’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Special Meeting or vote by proxy. Whether or not you plan to attend the Special Meeting, we urge you to fill out and return the proxy card by mail, or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

 

 

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

 

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name.” The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder of record, you may not vote your shares online or otherwise at the Special Meeting unless you request and obtain a valid proxy from your broker or other agent.

 

What am I voting on?

 

There are two proposals being presented for stockholder vote:

 

	1.	Proposal 1: To approve, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to 8,637,810 shares of our common stock underlying certain warrants issued by us pursuant to the terms of that certain warrant inducement agreement dated as of July 23, 2025 (the “Warrant Inducement”) which is equal to or in excess of 20% of our common stock outstanding prior to the issuance of such warrants. We refer to this proposal as the “Warrant Exercise Proposal” or “Proposal 1.”
	2.	Proposal 2: To adjourn the Special Meeting, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposal (the “Adjournment Proposal” or “Proposal 2”).

 

What if another matter is properly brought before the Special Meeting?

 

We currently know of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

 

How do I vote?

 

For each of the other matters to be voted on, you may vote “For” or “Against” or abstain from voting.

 

The procedures for voting are as follows:

 

Stockholder of Record: Shares Registered in Your Name

 

If you are a stockholder of record, you may vote online at the Special Meeting, over the telephone, through the internet or using a proxy card that you received in the mail. Whether or not you plan to attend the Special Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Special Meeting and vote online even if you have already voted by proxy.

 

	●	VOTE BY PHONE: To vote over the telephone, dial toll-free 1-866-243-5513, using any touch-tone telephone and follow the recorded instructions. You will be asked to provide the control number from the proxy card.
	●	VOTE BY INTERNET: You may vote at www.proxypush.com/PALI to complete an electronic proxy card. You will be asked to provide the control number from the proxy card.
	●	VOTE BY PROXY CARD: To vote using a proxy card, simply complete, sign and date the proxy card that may be delivered and return it promptly in the envelope we have provided. If you return your signed proxy card to us before the Special Meeting, we will vote your shares as you directed.
	●	VOTE DURING THE SPECIAL MEETING: To vote online during the Special Meeting, follow the provided instructions to join the Special Meeting at www.proxydocs.com/PALI, starting at 9:00 a.m. Pacific Time on September 18, 2025.

 

 

Beneficial Owner: Shares Registered in the Name of Broker or Bank

 

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received materials containing voting instructions from that organization rather than from us. Simply follow the voting instructions to ensure that your vote is counted. To vote online at the Special Meeting, you may be required to obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form. You must register using your control number at www.proxydocs.com/PALI and follow the instructions you receive.

 

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

 

How many votes do I have?

 

On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on July 28, 2025, the Record Date.

 

What happens if I do not vote?

 

Stockholder of Record: Shares Registered in Your Name

 

If you are a stockholder of record and do not vote by telephone, through the internet, by completing, dating, signing and returning your proxy card, or online at the Special Meeting, your shares will not be voted.

 

Beneficial Owner: Shares Registered in the Name of Broker or Bank

 

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker, bank or other agent will still be able to vote your shares depends on whether pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokers, banks and other agents can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation and certain corporate governance proposals, even if management-supported. Accordingly, we believe your broker, bank or other agent may not vote your shares on Proposal 1 (the Warrant Exercise Proposal) or Proposal 2 (the Adjournment Proposal) in the absence of your instruction.

 

Please instruct your bank, broker or other similar organization to ensure that your vote will be counted.

 

What if I return a proxy card or otherwise vote but do not make specific choices?

 

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, “For” the Warrant Exercise Proposal, and “For” the Adjournment Proposal. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using such proxy holder’s best judgment.

 

Who is paying for this proxy solicitation?

 

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have engaged Mediant Communications Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $27,000 in total.

 

What does it mean if I receive more than one set of proxy materials?

 

If you receive more than one set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions to ensure that all of your shares are voted.

 

 

Can I change my vote after submitting my proxy?

 

Stockholder of Record: Shares Registered in Your Name

 

Yes. You can revoke your proxy at any time before the final vote at the Special Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

 

	●	You may submit another properly completed proxy card with a later date.
	●	You may grant a subsequent proxy by telephone or through the internet.
	●	You may send a timely written notice that you are revoking your proxy to Palisade Bio, Inc., Attn: Corporate Secretary, 1902 Wright Place, Suite 200, Carlsbad, California 92008.
	●	You may attend the Special Meeting and vote online. Simply attending the Special Meeting will not, by itself, revoke your proxy.

 

Your most current proxy card or telephone or internet proxy is the one that is counted.

 

Beneficial Owner: Shares Registered in the Name of Broker or Bank

 

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

 

How are votes counted?

 

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes. Abstentions will be counted towards the vote total for each proposal and will have the same effect as “Against” votes. Broker non-votes will not be counted as shares entitled to vote and will have no effect on the result of the vote for Proposal 1 and Proposal 2.

 

What are “broker non-votes”?

 

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares on such matters. These unvoted shares are counted as “broker non-votes.” If received, we believe broker non-votes will not be counted towards the vote total for Proposals 1 and 2 and will not be counted towards the presence of a quorum.

 

How many votes are needed to approve each proposal?

 

Approval of the Warrant Exercise Proposal will require the affirmative vote of the majority of shares present at the Special Meeting represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes will have no effect on this proposal.

 

Approval of the Adjournment Proposal will require the affirmative vote of the majority of shares present at the Special Meeting or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes will have no effect on this proposal.

 

What is the quorum requirement?

 

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least one-third (1/3) of the outstanding shares entitled to vote are present at the Special Meeting or represented by proxy. On the Record Date, there were 5,916,152 shares outstanding and entitled to vote. Thus, the holders of 1,970,079 shares must be present at the Special Meeting or represented by proxy at the meeting to have a quorum.

 

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Special Meeting. Abstentions will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Special Meeting or represented by proxy may adjourn the Special Meeting to another date.

 

How can I find out the results of the voting at the Special Meeting?

 

Preliminary voting results will be announced at the Special Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Special Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Special Meeting, we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Form 8-K to publish the final results.

 

 

PROPOSAL 1

APPROVAL OF THE ISSUANCE OF UP TO 8,637,810 SHARES OF COMMON STOCK UPON

THE EXERCISE OF WARRANTS

 

General

 

We are asking stockholders, in accordance with Nasdaq Listing Rule 5635(d), to approve the issuance shares of our common stock underlying certain warrants issued by us pursuant to the terms of that certain warrant inducement agreement (the “Agreement”) dated as of July 23, 2025 (the “Warrant Inducement”) which is equal to or in excess of 20% of our common stock outstanding prior to the issuance of such warrants, as described in more detail below.

 

On July 23, 2025, we entered into the Agreement with a certain accredited and institutional holder (the “Holder”) of our outstanding common stock purchase warrants originally issued on May 10, 2022, which were transferred to the Holder in July 2022, on February 1, 2024, on May 6, 2024 and on December 13, 2024 (collectively, the “Existing Warrants”) to purchase shares of our common stock (the “Warrant Shares”). Pursuant to the Agreement, the exercise price of each Existing Warrant that was exercised was reduced to $0.9047 per share. In exchange for exercising the Existing Warrants, the Holder received one (1) unregistered warrant (the “New Warrant”) to purchase such number of shares of common stock (the “New Warrant Shares”) equal to 200% of the number of Warrant Shares issued pursuant to the exercise of the Existing Warrants. The New Warrant will be exercisable into an aggregate of up to 8,637,810 shares of common stock beginning on the effective date of stockholder approval of the issuance of the New Warrant Shares (the “Warrant Approval”), will have a term of exercise of five (5) years from the date of Warrant Approval, and will have an exercise price per share equal to $0.9047.

 

Description of Warrants

 

General

 

Pursuant to Nasdaq Stock Market Rule 5635(d), the New Warrant is not exercisable until we obtain the Warrant Approval. We have agreed that if we do not obtain Warrant Approval at the Special Meeting, we will a call additional shareholder meeting every 60 days thereafter until the earlier of the date we obtain such approval or the New Warrant is no longer outstanding. The New Warrant has an initial exercise price of $0.9047 per share, and is exercisable for a term of 5 years beginning on the date the Warrant Approval is obtained, if at all.

 

The holder of the New Warrant must pay the exercise price in cash upon the exercise of the New Warrant. However, at any time when a registration statement covering the issuance of the New Warrant Shares is not effective, the holder may, at its option, exercise the New Warrant on a cashless basis. When exercised on a cashless basis, a portion of the New Warrant is cancelled in payment of the purchase price payable in respect of the number of shares of our common stock purchasable upon such exercise.

 

The holder of the New Warrant does not have the right to exercise any portion of the New Warrant if the holder would beneficially own in excess of 4.99% of the shares of our common stock outstanding immediately after giving effect to such exercise (or 9.99% if elected by a holder prior to the issuance of the New Warrant). This percentage may, however, be raised or lowered to an amount not to exceed 9.99% at the option of the holder upon at least 61 days’ prior notice from the holder to us.

 

The New Warrant will be subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions. The New Warrant also contains standard anti-dilution provisions but does not contain any price protection provisions with respect to future securities offerings of the Company.

 

Fundamental Transaction.

 

In the event that we consummate a merger or consolidation with or into another person or other reorganization event in which our common stock is converted or exchanged for securities, cash or other property, or we sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially all of our assets or we or another person acquire 50% or more of our outstanding shares of common stock, then following such event, the holder of the New Warrant will be entitled to receive upon exercise of the New Warrant, the same kind and amount of securities, cash or property which the holder would have received had it exercised its New Warrant immediately prior to such fundamental transaction. Any successor to us or surviving entity shall assume the obligations under the New Warrant. Additionally, as more fully described in the New Warrant, in the event of certain fundamental transactions, the holder of the New Warrant will be entitled to receive consideration in an amount equal to the Black Scholes value of the New Warrant on the date of consummation of such transaction.

 

 

Exchange Listing.

 

There is no established public trading market for the New Warrant, and we do not expect a market to develop. In addition, we do not intend to list the New Warrant on any securities exchange or nationally recognized trading system. Without an active trading market, the liquidity of the New Warrant will be limited.

 

Right as a Stockholder.

 

Except as otherwise provided in the New Warrant or by virtue of such holder’s ownership of shares of our common stock, the holder of the New Warrant does not have the rights or privileges of holders of our common stock, including any voting rights, until the Warrant Approval is obtained and it exercises the New Warrant.

 

Purpose of Proposal 1

 

Our common stock is listed on The Nasdaq Capital Stock Market (“Nasdaq”) and trades under the ticker symbol “PALI.” Nasdaq Listing Rule 5635(d) requires stockholder approval of transactions other than public offerings of greater than 20% of the outstanding common stock or voting power of an issuer. Accordingly, we are seeking stockholder approval of the issuance of New Warrant Shares upon the exercise of the New Warrant.

 

Potential Consequences if Proposal 1 is Not Approved

 

The Board is not seeking the approval of our stockholders to authorize our entry into the Agreement, as the Warrant Inducement has already been completed and the New Warrant, has already been issued. We are only asking for approval to issue the New Warrant Shares (the shares underlying the New Warrants).

 

The failure of our stockholders to approve Proposal 1 will mean among other things, that we cannot permit the exercise of the New Warrants and may incur substantially costs and expenses such as those listed below:

 

	●	The New Warrant has an initial exercise price of $0.9047 per share, and we would realize an aggregate of approximately $7,815,000 in gross proceeds if the New Warrant was exercised in full based on such value. If the New Warrant cannot be exercised, we will not receive any such proceeds, which could adversely impact our ability to fund our operations and advance the clinical trials for our product candidates.
	●	In connection with the Warrant Inducement and the issuance of the New Warrant, we agreed to seek shareholder approval every 60 days until our shareholders approve the issuance of the New Warrant Shares. We are required to seek such approval until such time as the New Warrant is no longer outstanding. The costs and expenses associated with seeking such approval could adversely impact our ability to fund our operations and advance the clinical trials for our product candidates.

 

Potential Adverse Effects of the Approval of Proposal No. 1

 

If this Proposal No. 1 is approved, existing stockholders will suffer dilution in their ownership interests in the future as a result of the potential issuance of New Warrant Shares upon exercise of the New Warrant. Assuming the full exercise of the New Warrants, an aggregate of 8,637,810 additional shares of common stock will be outstanding, and the ownership interest of our existing stockholders would be correspondingly reduced. The number of shares of common stock described above does not give effect to (i) the issuance of shares of common stock pursuant to other outstanding options and warrants or (ii) any other future issuances of our common stock. The sale into the public market of these shares also could materially and adversely affect the market price of our common stock.

 

Vote Required

 

Approval of the Warrant Exercise Proposal requires “FOR” votes from the holders of a majority of the shares represented at the Special Meeting. Abstentions will have the same effect as an “against” vote on this proposal. As noted above, we believe that this proposal will be considered “non-routine” and broker non-votes will have no effect on the outcome of this proposal.

 

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE ISSUANCE OF UP TO 8,637,810 SHARES OF COMMON STOCK UPON THE EXERCISE OF THE NEW WARRANT. PROPERLY AUTHORIZED PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED “FOR” PROPOSAL 1 UNLESS INSTRUCTIONS TO THE CONTRARY ARE GIVEN.

 

 

PROPOSAL 2

 

APPROVAL OF AN ADJOURNMENT OF THE SPECIAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES

 

General

 

If the Special Meeting is convened and a quorum is present, but there are not sufficient votes to approve Proposal 1, or if there are insufficient votes to constitute a quorum, our proxy holders may move to adjourn the Special Meeting at that time in order to enable the Board to solicit additional proxies.

 

In this Proposal 2, we are asking our stockholders to authorize the holder of any proxy solicited by the Board to vote in favor of adjourning the Special Meeting to another time and place, if necessary or appropriate (as determined in good faith by the Board), to solicit additional proxies in the event there are not sufficient votes to approve Proposal 1. If our stockholders approve this Proposal 2, we could adjourn the Special Meeting and any adjourned or postponed session of the Special Meeting and use the additional time to solicit additional proxies, including the solicitation of proxies from our stockholders that have previously voted. Among other things, approval of this Proposal 2 could mean that, even if we had received proxies representing a sufficient number of votes to defeat Proposal 1, we could adjourn the Special Meeting without a vote on such proposal and seek to convince our stockholders to change their votes in favor of such proposal.

 

If it is necessary or appropriate (as determined in good faith by the Board) to adjourn the Special Meeting, no notice of the adjourned meeting is required to be given to our stockholders, other than an announcement at the Special Meeting of the time and place to which the Special Meeting is adjourned, so long as the meeting is adjourned for 30 days or less and no new record date is fixed for the adjourned meeting. At the adjourned meeting, we may transact any business which might have been transacted at the original meeting.

 

Vote Required

 

Approval of the Adjournment Proposal requires “FOR” votes from the holders of a majority of the shares represented at the Special Meeting. Abstentions will have the same effect as an “against” vote on this Proposal 2. As noted above, we believe that this proposal will be considered “non-routine” and broker non-votes will have no effect on the outcome of this proposal.

 

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE APPROVAL OF THE ADJOURNMENT PROPOSAL (PROPOSAL 2).

 

 

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 

The following table sets forth information regarding beneficial ownership of our capital stock as of July 30, 2025 by:

 

	●	each person, or group of affiliated persons, known by us to beneficially own more than 5% of our common stock;
	●	each of our directors;
	●	each of our named executive officers; and
	●	all of our current executive officers and directors as a group.

 

The information in the following table is calculated based on 5,916,152 shares of our common stock outstanding as of July 30, 2025. Beneficial ownership is determined according to the rules of the Securities and Exchange Commission (“SEC”). Beneficial ownership means that a person has or shares voting or investment power of a security and includes any securities that person or group has the right to acquire within 60 days after the measurement date, including upon the exercise of common stock purchase options or warrants or the conversion of preferred stock.

 

Name of Beneficial Owner (1)		Number of Shares Beneficially Owned				Percentage of Shares Beneficially Owned
Greater than 5% Stockholders
Armistice Capital, LLC (2)			471,906				7.98	%
Directors and Named Executive Officers
Donald Williams (3)			7,178				*
Binxian Wei (4)			4,115				*
Margery Fischbein (5)			3,100				*
Emil Chuang, M.B., B.S. FRACP (6)			-				*
J.D. Finley (7)			34,351				*
Mitchell Jones, M.D., Ph.D. (8)			13,307				*
All directors and executive officers as a group (6 persons) (9)			62,051				1.04	%

 

*	Represents less than one percent

 

(1)	Except as otherwise indicated in the footnotes to this table, this table is based upon information supplied by officers, directors and principal stockholders and Schedules 13D and 13G, and Forms 4, filed with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Shares of our common stock underlying options, warrants, restricted stock units, and convertible securities that are currently exercisable or exercisable within 60 days of July 30, 2025 are deemed to be outstanding for the purpose of computing the number of shares held and the percent of total ownership of the person holding those options, warrants, restricted stock units, or convertible securities, but are not treated as outstanding for the purpose of computing the percent of total ownership of any other person. Applicable percentages are based on 5,916,152 shares of common stock outstanding on July 30, 2025, adjusted as required by rules promulgated by the SEC. Unless otherwise indicated, the address of the beneficial owner is c/o Palisade Bio, Inc. 1902 Wright Place, Suite 200, Carlsbad, CA 92008.
(2)	Includes 471,906 shares of common stock as reported by Armistice Capital, LLC on Schedule 13G, filed with the SEC on May 15, 2025. The address of beneficial owner is 510 Madison Avenue, 7th Floor, New York, NY 10022. Excludes common stock purchase warrants held by Armistice Capital, LLC that are subject to beneficial ownership limitations.
(3)	Includes (i) 3,728 shares of common stock and (ii) 3,450 shares of common stock underlying stock options.
(4)	Includes (i) 855 shares of common stock and (ii) 3,260 shares of common stock underlying stock options.

 

 

(5)	Margery Fischbein resigned from the Board effective July 2, 2025. In recognition of Ms. Fischbein’s dedicated service to the Company, the Board accelerated the vesting of 3,100 outstanding stock options held by Ms. Fischbein such that as of Ms. Fischbein’s resignation on July 2, 2025, the options are deemed fully vested and modified the exercise period of the options such that the exercise period will be extended through their original expiration dates.
(6)	Emil Chuang, M.B., B.S, FRACP was appointed to the Board on July 7, 2025. In connection with his appointment, On July 18, 2025, Dr. Chuang was granted a non-statutory stock option to purchase 8,000 shares of the Company’s common stock. None of the options granted will vest within 60 days of the measurement date.
(7)	Consists of (i)(a) 13,472 shares of common stock held by Mr. Finley, (b) 134 shares of common stock that may be acquired pursuant to the exercise of outstanding warrants held by Mr. Finley, (c) 20,692 shares of common stock underlying options held by Mr. Finley, (ii)(a) 51 shares of common stock held by FCW Investments LLC, and (b) 2 shares of common stock underlying warrants held by FCW Investments, LLC. The address for FCW Investments LLC is 19 Cherrymoor Dr, Englewood, CO 80113. Does not include 2,166 performance stock units (PSUs), which vest based on volume weighted average trading price of the Company’s common stock.
(8)	Includes (i) 3,852 shares of common stock, and (ii) 9,455 shares of common stock underlying options.
(9)	Includes the securities described in footnotes (3)-(8) above.

 

HOUSEHOLDING OF PROXY MATERIALS

 

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for stockholder meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of stockholder meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

 

This year, a number of brokers with account holders who are Palisade stockholders will be “householding” the Company’s proxy materials. A single set of materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

 

Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate set of materials, please notify your broker or Palisade. Direct your written request to the attention of the Secretary of Palisade Bio, Inc., Palisade Bio, Inc., 1902 Wright Place, Suite 200, Carlsbad, California 92008. Stockholders who currently receive multiple copies of proxy materials at their addresses and would like to request “householding” of their communications should contact their brokers.

 

OTHER MATTERS

 

The Board knows of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before the Special Meeting, it is the intention of the persons named in the proxy materials to vote on such matters in accordance with their best judgment.

 

 

PRELIMINARY PROXY CARD—SUBJECT TO COMPLETION