UNITED STATES
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(1) Director Resignation
On July 2, 2025, Margery Fischbein delivered notice to the Board of Directors (the “Board”) of Palisade Bio Inc. (the “Company”) of her resignation from the Board, effective as of July 2, 2025. Ms. Fischbein’s resignation is not the result of any disagreement with the Company on any matter related to its operations, policies or practices. The Company thanks Ms. Fischbein for her leadership, support and many other contributions that she made to the Company during her tenure as a member of the Board.
In addition, 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 (the “Outstanding Options”) such that as of Ms. Fischbein’s resignation on July 2, 2025, the Outstanding Options are deemed fully vested and modified the exercise period of the Outstanding Options such that the exercise period will be extended through their original expiration dates.
(2) Director Appointment
On July 7, 2025, based upon the recommendation of the Governance and Nominating Committee of the Board, the Board elected Emil Chuang, MB BS FRACP, as a director, with his initial term expiring at the Company’s 2026 annual meeting of stockholders, to fill the current vacancy on the Board. Dr. Chuang was also appointed to the Company’s Audit Committee, Compensation Committee, and Governance and Nominating Committee.
Pursuant to the Company’s non-employee director compensation program, as a non-employee joining the Board, in connection with his appointment, Dr. Chuang will be granted a non-statutory stock option to purchase 8,000 shares of the Company’s common stock with an exercise price equal to the closing stock price of the Company’s common stock on The Nasdaq Capital Market on the date of grant. As a non-employee director of the Company, Dr. Chuang will also receive compensation for his service as a non-employee member of the Board as described in the “Director Compensation” section of the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on May 22, 2024.
Dr. Chuang and the Company will also enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.1.
There is no arrangement or understanding between Dr. Chuang and any other person pursuant to which Dr. Chuang was appointed as a director. The Board has determined that Dr. Chuang is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market. The Company’s form of stock option award agreement for non-employee directors is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 8.01 Other Events.
On July 9, 2025, the Company issued a press release announcing Dr. Chuang’s appointment to the Board, as described above, which is filed as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Palisade Bio, Inc. | |
| Date: July 9, 2025 | /s/ J.D. Finley |
| J.D. Finley | |
| Chief Executive Officer |