UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 4, 2024, Mary Ann Gray, Ph.D. informed the board of directors (“Board”) of Palisade Bio, Inc. (the “Company”) that she is resigning as a member of the Board effective immediately. Dr. Gray’s resignation did not result from any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Item 5.03 Amendments to Articles of Incorporation or Bylaws: Change in Fiscal Year.
On February 29, 2024, the Board adopted amended and restated bylaws (the “Amended and Restated Bylaws”) for the purpose of removing the Company’s classified Board structure and to provide for the annual election of all members of the Board. Previously, the Company’s bylaws required that the Board be divided into three classes, with each class serving a staggered three-year term.
As a result of the Amended and Restated Bylaws, commencing at the 2024 annual meeting of shareholders and each annual meeting of shareholders thereafter, elections will be held to elect directors to serve one-year terms expiring at the following annual meeting of shareholders, subject to the rights of any class of the Company’s securities to elect directors existing now, or in the future.
Other minor administrative changes were made to the Amended and Restated Bylaws.
The description above of the Amended and Restated Bylaws is only a summary and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws as attached to this Current Report on Form 8-K as Exhibit 3.1.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Bylaws | |
| 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: March 6, 2024 | Palisade Bio, Inc. | |
| /s/ J.D. Finley | ||
| By: | J.D. Finley | |
| Chief Executive Officer | ||