--- schema_version: "secwatch.filing_event.v1" accession: "0001493152-24-011527" form_type: "8-K" ticker: "PALI" cik: "0001357459" company_name: "PALISADE BIO, INC." filed_at: "2024-03-27T23:59:59+00:00" generated_at: "2026-06-04T07:01:44.059728+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.7 calibrated_materiality_score: 0.7 confidence: "high" source: SEC EDGAR --- # Palisade Bio FY2023 net loss $13.1M; Nasdaq audit committee shortfall; reverse split approved ## Summary - Cash and equivalents $12.5M at Dec 31, 2023; sufficient to fund operations into Q1 2025. - Net operating loss $13.1M for FY2023 vs $15.7M in FY2022; R&D expense $6.9M, G&A $6.2M. - Nasdaq notice on Mar 22, 2024 for audit committee only 2 of 3 required independent directors; cure period to Mar 4, 2025 or next annual meeting. - Shareholders approved reverse stock split (1:2 to 1:15) at Mar 25, 2024 special meeting; board may implement before Dec 31, 2024. - On track to initiate Phase 1 study of PALI-2108 for ulcerative colitis by end of 2024; IND/CTA-enabling tox studies expected Q2 2024. ## SEC filing metadata - accession: 0001493152-24-011527 - form_type: 8-K - ticker: PALI - cik: 0001357459 - company_name: PALISADE BIO, INC. - filed_at: 2024-03-27T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.7 - calibrated_materiality_score: 0.7 - confidence: high - sec_items: 2.02, 3.01, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1357459/000149315224011527/0001493152-24-011527-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1357459/000149315224011527/form8-k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001493152-24-011527 - JSON: https://secwatch.observer/filing/0001493152-24-011527.json - Plain text: https://secwatch.observer/filing/0001493152-24-011527.txt ## Key facts - Earnings Releases PALISADE BIO, INC. reported financial results for the year ended December 31, 2023. - Period: the year ended December 31, 2023 - Result: reported results source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1357459/000149315224011527/0001493152-24-011527-index.htm - Listing & Compliance Notices PALISADE BIO, INC. received a nasdaq deficiency notice notice regarding audit committee (rules 5605, 5605(b)(1)(A), 5605(c)(4)). - Exchange: nasdaq - Notice: deficiency notice - Deficiency: audit committee - Rules: 5605, 5605(b)(1)(A), 5605(c)(4) source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1357459/000149315224011527/0001493152-24-011527-index.htm - Shareholder Votes PALISADE BIO, INC. shareholders approved 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 at the 2024-03-25 meeting. - Proposal: reverse split - Outcome: passed - Meeting: 2024-03-25 source text: 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 au evidence_url: https://www.sec.gov/Archives/edgar/data/1357459/000149315224011527/0001493152-24-011527-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.