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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): December 3, 2025
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.) |
|
1902 Wright Place, Suite 200 Carlsbad, California |
92008 | |
| (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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
As reported below under Item 5.07, Palisade Bio, Inc. (the “Company”) held the Special Meeting (as defined below) on December 3, 2025, at which the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 280,000,000 shares to 300,000,000 shares.
On December 3, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 280,000,000 shares to 300,000,000 shares. The Amendment became effective upon filing.
The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Special Meeting of Stockholders
On December 3, 2025, the Company held a special meeting of stockholders (the “Special Meeting”). As of October 17, 2025, the record date for the Special Meeting (“Record Date”), 148,964,572 shares of the Company’s common stock were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by the stockholders at the Special Meeting is set forth below.
A total of 127,404,008 shares of the Company’s common stock were present in person or by proxy at the Special Meeting, which represented approximately 85.53% of the shares of the Company’s common stock outstanding as of the Record Date, and constituted a quorum.
Proposal 1.
Warrant Exercise Proposal.
The Company’s stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to 8,637,810 shares of the Company’s common stock underlying certain warrants issued by the Company pursuant to the terms of that certain warrant inducement agreement dated as of July 23, 2025, which is equal to or in excess of 20% of the Company’s common stock outstanding prior to the issuance of such warrants. The final voting results were as follows:
| Votes For | Votes Against | Votes Withheld / Abstentions | Broker Non-Votes | |||
| 104,727,000 | 247,103 | 10,386 | 22,419,519 |
Proposal 2.
Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.
The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 280,000,000 to 300,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 287,000,000 to 307,000,000). The final voting results were as follows:
| Votes For | Votes Against | Votes Withheld / Abstentions | Broker Non-Votes | |||
| 126,272,110 | 1,095,166 | 36,732 | — |
Proposal 3.
Adjournment Proposal.
The Company’s stockholders approved a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of any of the foregoing proposals. The final voting results were as follows:
| Votes For | Votes Against | Votes Withheld / Abstentions | Broker Non-Votes | |||
| 126,487,729 | 867,738 | 48,541 | — |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Palisade Bio, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) |
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: December 4, 2025 | Palisade Bio, Inc. | |
| By: | /s/ J.D. Finley | |
| J.D. Finley | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF
PALISADE BIO, INC.
Palisade Bio, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that:
First: The name of the Company is PALISADE BIO, INC.
Second: The date of filing of the Company’s original certificate of incorporation with the Delaware Secretary of State was February 28, 2001, under the name “Neuralstem, Inc.”
Third: The Board of Directors of the Company, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions to amend its Amended and Restated Certificate of Incorporation as follows:
| 1. | Article IV shall be amended and restated to read in its entirety as follows: |
“The corporation shall have authority to issue shares as follows:
(i) 300,000,000 shares of Common Stock, par value $0.01 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.
(ii) 7,000,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.
The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”
Fourth: Thereafter, pursuant to a resolution of the Board of Directors, this Certificate of Amendment was submitted to the stockholders of the Company for their approval, and was duly adopted at a special meeting of the stockholders of the Company, in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to be signed by its Chief Executive Officer on this 3rd day of December, 2025.
| Palisade Bio, Inc. | ||
| By: | /s/ J.D.Finley | |
| Name: | J.D. Finley | |
| Title: | Chief Executive Officer | |