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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): July 8, 2024 (July 8, 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 5.07 Submission of Matters to a Vote of Security Holders

 

Annual Meeting of stockholders

 

On July 8, 2024, Palisade Bio, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”). As of May 16, 2024, the record date for the Annual Meeting (“Record Date”), 936,402 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders at the Annual Meeting is set forth below.

 

A total of 380,286 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, which represented approximately 40.61% of the shares of the Company’s common stock outstanding as of the Record Date, and constituted a quorum.

 

Proposal 1.

 

Election of Directors.

 

The Company’s stockholders elected the three (3) persons listed below as directors, each to serve until the Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows:

 

Name   Votes For   Votes Withheld   Broker Non-Votes
J.D. Finley   141,074   11,984   227,228
Donald Williams   139,029   14,029   227,228
Margery Fischbein   142,588   10,470   227,228

 

Proposal 2.

 

Ratification of the Selection of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results were as follows:

 

Votes For   Votes Against   Votes Withheld / Abstentions   Broker Non-Votes
370,358   7,697   2,231   0

 

 

 

 

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: July 8, 2024 Palisade Bio, Inc.
     
  By: /s/ J.D. Finley
    J.D. Finley
    Chief Executive Officer

 

 

 

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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
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Title of 12(b) Security Common Stock, par value $0.01 per share
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