UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 2.02 results of Operations and Financial Condition
On March 26, 2024, Palisade Bio, Inc. (the “Company”) reported its financial results for the year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.01 and is incorporated herein by reference.
The information furnished under Items 2.02, including the accompanying Exhibit 99.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall such information be deemed to be incorporated by reference in any subsequent filing by the Company under the Securities Act of 1933 or the Exchange Act, regardless of the general incorporation language of such filing, except as specifically stated in such filing.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing.
On March 22, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the audit committee requirements set forth in Nasdaq Listing Rule 5605.
More specifically, as of the date of the Notice, the audit committee consists of only two (2) members, both of which are “independent directors,” as that term is defined in Nasdaq Listing Rule 5605(a)(2). Per Nasdaq Rules, the audit committee is required to be comprised of three (3) independent directors. The Notice states that, consistent with Nasdaq Listing Rules 5605(b)(1)(A) and Rule 5605(c)(4), Nasdaq will provide the Company a cure period in order to regain compliance (i) until the earlier of the Company’s next annual shareholders’ meeting or March 4, 2025, or (ii) if the next annual shareholders’ meeting is held before September 3, 2024, then the Company must evidence compliance no later than September 3, 2024.
The Notice has no immediate effect on the listing of the Company’s common stock on the Nasdaq Capital Market.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 25, 2024, the Company held a virtual special meeting of its shareholders (“Special Meeting”) at 10:00 a.m. Pacific Time. Shareholders of record as of the close of business on February 2, 2024 (“Record Date”) were entitled to vote. As of the Record Date, 12,129,907 shares of the Company’s common stock were issued, outstanding, and entitled to vote, of which 6,583,805 shares of common stock, constituting a quorum, were represented at the meeting, in person or by proxy. The final results of the shareholder vote on the proposal brought before the Special Meeting was as follows:
Proposal 1. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors: a reverse split of the Company’s common stock, at a ratio not less than 1-for-2 and not greater than 1-for-15, with the exact ratio to be set within that range at the discretion of the Board of Directors, without further approval or authorization of our shareholders, and to be effected on or before December 31, 2024, was approved by a majority of votes cast at the Special Meeting, based upon the following votes:
| Broker | |||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | ||||||||
| 4,056,142 | 2,488,183 | 39,480 | — | ||||||||
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 99.01 | Press Release dated March 27, 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: March 27, 2024 | Palisade Bio, Inc. | |
| /s/ J.D. Finley | ||
| By: | J.D. Finley | |
| Chief Executive Officer | ||