As
filed with the Securities and Exchange Commission on December 13, 2024.
Registration
No. 333-282883
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Post-Effective
Amendment No. 1
to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Palisade
Bio, Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
2834 |
|
52-2007292 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary
Standard Industrial
Classification Code Number) |
|
(I.R.S.
Employer
Identification Number) |
Palisade
Bio, Inc.
7750
El Camino Real, Suite 2A
Carlsbad,
CA 92009
(858)
704-4900
(Address,
including zip code, and telephone number, including area code of registrant’s principal executive offices)
Paracorp
Incorporated
2140
S Dupont highway
Camden,
DE 19934
(302)
697-4590
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
| Raul
Silvestre, Esq. |
Michael
Nertney, Esq. |
| Dennis
Gluck, Esq. |
Ellenoff
Grossman & Schole LLP |
| 2629
Townsgate Road #215 |
1345
Avenue of the Americas |
| Westlake
Village, CA 91361 |
New
York, NY 10105 |
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company,
or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| |
|
|
|
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
|
|
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
This
registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d)
of the Securities Act of 1933, as amended.
EXPLANATORY
NOTE AND INCORPORATION BY REFERENCE
This
Post-Effective Amendment No. 1 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File
No. 333-282883), initially filed by the Registrant on October 30, 2024, as amended (the “Registration Statement”), and declared
effective by the Securities and Exchange Commission on December 12, 2024. The Registrant is filing this Amendment pursuant to 462(d)
for the for the purpose of (i) replacing Exhibit 5.01 to the Registration Statement and (ii) including Exhibit 10.50.
EXHIBIT
INDEX
*
Filed herewith
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on December 13, 2024.
| |
Palisade
Bio, Inc. |
| |
|
|
| |
By: |
/s/
J.D. Finley |
| |
|
J.D.
Finley |
| |
|
Chief
Executive Officer |
POWER
OF ATTORNEY
Pursuant
to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on December 13, 2024
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/
J.D. Finley |
|
Chief
Executive Officer and Director |
|
December
13, 2024 |
| J.D.
Finley |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
J.D. Finley |
|
Chief
Financial Officer |
|
December
13, 2024 |
| J.D.
Finley |
|
(Principal
Financial and Accounting Officer) |
|
|
| |
|
|
|
|
| * |
|
Chairman
of the Board and Director |
|
December
13, 2024 |
| Donald
A. Williams |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December
13, 2024 |
| Binxian
Wei |
|
|
|
|
| |
|
|
|
|
| * |
|
Director |
|
December
13, 2024 |
| Margery
Fischbein |
|
|
|
|
| *By: |
/s/
J.D. Finley |
|
| |
J.D.
Finley |
|
| |
Attorney-in-Fact |
|
Exhibit
5.01
SILVESTRE
LAW GROUP, P.C.
2629
Townsgate Road, Suite 215
Westlake
Village, CA 91361
(818)
597-7552
Fax
(805) 553-9783
December
13, 2024
Palisade
Bio, Inc.
7750
El Camino Real, Suite 2A
Carlsbad,
CA 92009
Ladies
and Gentlemen:
We
have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the “Company”), in connection with the
filing of a Registration Statement on Form S-1, as amended thereafter (the “Registration Statement”) with the
Securities and Exchange Commission, including the related prospectus included in the Registration Statement (the “Prospectus”)
covering an underwritten public offering of (i) 158,000 Class A Units consisting of (a) 158,000 shares (the “Common Shares”)
of the Company’s common stock, par value $0.01 per share (“Common Stock”), (b) 158,000 common stock purchase
warrants to purchase 158,000 shares of Common Stock (with a term of five (5) years and an exercise price of $1.40 per share) (the “Common
Warrants”) and the shares of Common Stock issuable upon exercise thereof, and (ii) 3,120,688 Class B Units consisting of (a)
3,120,688 Prefunded Warrants to purchase 3,120,688 shares of Common Stock (with an exercise price of $0.0001 per share and a perpetual
term) (the “Prefunded Warrants”) and the shares of Common Stock issuable upon exercise thereof and (b) 3,120,688
Common Warrants to purchase 3,120,688 shares of Common Stock and the shares of Common Stock issuable upon exercise thereof. The Registration
Statement also covers the issuance of warrants to purchase 196,721 shares of Common Stock being issued to Ladenburg Thalmann & Co.
Inc., the representative of underwriters of the offering (the “Representative Warrants”) and the shares of
Common Stock issuable upon exercise thereof. The Common Warrants, Prefunded Warrants and the Representative Warrants are collectively
referred to herein as the “Warrants” and the shares of Common Stock issuable upon exercise of the Warrants
are referred to as the “Warrant Shares.”
In
connection with this opinion, we have examined and relied upon the Registration Statement and the Prospectus, the Company’s certificate
of incorporation and bylaws, each as currently in effect, and such other documents, records, certificates, memoranda and other instruments
as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness of
all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted
to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution
and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to
the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not
independently verified such matters.
SILVESTRE
LAW GROUP, P.C.
Our
opinion is expressed only with respect to the General Corporation Law of the State of Delaware, the California Corporations Code and
with respect to New York law to the extent such law is similar to Delaware and California law. We express no opinion to the extent that
any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any
federal or state securities law, rule or regulation.
We
express no opinion to the extent that future issuances of securities of the Company, including the Warrant Shares, and/or antidilution
adjustments to outstanding securities of the Company, cause the Warrants to be exercisable for more shares of Common Stock than the number
that remain available for issuance under the then effective certificate of incorporation of the Company. Further, we have assumed that
the exercise price of the Warrants at the time of exercise is equal to or greater than the par value of the Common Stock.
With
regard to our opinion concerning the Warrants constituting valid and binding obligations of the Company:
(i)
our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance,
debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity
(including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered
in a proceeding in equity or at law;
(ii)
our opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability
may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction
or other equitable remedies is subject to the discretion of the court before which the request is brought;
(iii)
we express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal
court of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies
provisions may be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct
has been created that modifies such provision; (c) contains a waiver of an inconvenient forum; (d) provides for liquidated damages, buy-in
damages, default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates
to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes
of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers; (g) provides
for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity,
election or accumulation of rights or remedies; (i) provides that provisions of the Warrants are severable to the extent an essential
part of the agreed exchange is determined to be invalid and unenforceable; and
SILVESTRE
LAW GROUP, P.C.
(iv)
we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give
effect to the choice of New York law provided for in the Warrants.
On
the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Common Shares contained in the Class A Units,
when sold and issued against payment therefor as described in the Registration Statement and the Prospectus, will be validly issued,
fully paid and nonassessable, (ii) the Prefunded Warrants contained in the Class B Units, the Common Warrants contained in the Class
A Units and Class B Units, and the Representative Warrants, when sold and issued against payment therefor as described in the Registration
Statement and the Prospectus, will constitute valid and binding obligations of the Company, and (iii) the Warrant Shares, when sold and
issued against payment therefor in accordance with the terms of the respectively Warrants, will be validly issued, fully paid and nonassessable.
Our
opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our
opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.
We
consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement
and to the filing of this opinion as an exhibit to the Registration Statement.
| Sincerely, |
|
| |
|
|
| Silvestre
Law Group, P.C. |
|
| |
|
|
| By: |
/s/
Raul Silvestre |
|
Exhibit
10.50
December
[___], 2024
Re:
Amendment to Existing Warrants
Dear
Holder:
Reference
is hereby made to the offering on Form S-1 (File No. 333-282883) on or about the date hereof (the “Offering”) by Palisade
Bio, Inc. (the “Company”) of its common stock, par value $0.01 per share (“Common Stock”), and/or
other securities of the Company (collectively, the “Securities”).
This
letter confirms that, in consideration for the undersigned holder’s (“Holder”) participation in the Offering and purchase
of at least $4,000,000 of Securities in the Offering (the “Purchase Commitment”), the Company hereby amends, effective
as of the closing of the Offering, the Common Stock purchase warrants set forth on Schedule A hereto (the “Existing Warrants”)
by (i) reducing the Exercise Price (as defined therein) of the Existing Warrants to $[____] per share (the “Warrant Amendment”).
The Warrant Amendment shall be effective upon the closing of the Offering and the satisfaction of the other terms and conditions referenced
below.
The
Warrant Amendment is subject to the consummation of the Offering and the Holder’s satisfaction of the Purchase Commitment. In the
event that either (i) the Offering is not consummated, or (ii) the Holder does not satisfy the Purchase Commitment, the Warrant Amendment
shall be null and void and the provisions of the Existing Warrants in effect prior to the date hereof shall remain in full force and
effect.
Except
as expressly set forth herein, the terms and provisions of the Existing Warrants shall remain in full force and effect after the execution
of this letter and shall not in any way be changed, modified or superseded except by the terms set forth herein.
From
and after the effectiveness of the Warrant Amendment, the Company agrees to promptly deliver to the Holder, upon request, the amended
Existing Warrants that reflect the Warrant Amendment in exchange for the surrender for cancellation of the Holder’s Existing Warrants.
For any registered Existing Warrants or if the Common Stock underlying the Existing Warrants are registered for resale on a registration
statement, the Company shall file a prospectus supplement to the applicable registration statement in connection with the amendments
hereunder within two (2) business days of the closing of the Offering.
[Signature
Page Follows]
IN
WITNESS WHEREOF, the parties hereto have caused this agreement to be duly executed by their respective authorized signatories as of the
date first indicated above.
PALISADE
Bio, Inc.
Name
of Holder: ________________________________________________________
Signature
of Authorized Signatory of Holder: __________________________________
Name
of Authorized Signatory: ____________________________________________________
[Signature
Page to Warrant Amendment Agreement]
SCHEDULE
A
EXISTING
WARRANTS
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