PALISADE BIO, INC.

8-K · form8-k.htm

0001357459

 2026-06-10
 2026-06-10

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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): June 10, 2026

  

 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.)

  

 4600
 South Syracuse Street

 Suite
 900

 Denver ,
 Colorado

  
 80237

 (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
 5.02
 Departure
 of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
 Officers

  

 Appointment
of Jordan Zwick to Board of Directors

  

 On
June 10, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Palisade Bio, Inc. (the “Company”)
expanded the size of the Board from five to six directors and appointed Jordan Zwick to the Board. Mr. Zwick will serve until the Company’s
2027 annual meeting of stockholders or until such time as his successor is duly elected and qualified or until his earlier death, resignation
or removal. Further, the Board appointed Mr. Zwick to serve as a member of the Audit Committee of the Board. The Board has determined
that Mr. Zwick is independent under the listing standards of the Nasdaq Stock Market and the rules and regulations of the Securities
and Exchange Commission (the “SEC”). The Board also determined that Mr. Zwick satisfied all independence requirements to
serve on the Audit Committee.

  

 There
are no arrangements or understandings between Mr. Zwick and any other person pursuant to which Mr. Zwick was elected as a director, and
there are no transactions between Mr. Zwick and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition,
the Company has entered into an indemnification agreement with Mr. Zwick in connection with his appointment to the Board, which is in
substantially the same form as that entered into with the other directors of the Company.

  

 As
a non-employee director, Mr. Zwick will receive cash and equity compensation paid by the Company pursuant to its non-employee director
compensation policy, as amended, as described in the Company’s definitive proxy statement filed with the SEC on April 29, 2026
(the “Proxy Statement”), the description of which is incorporated herein by reference, which includes an initial grant of
restricted stock units with a grant value of $566,000. The restricted stock units will vest in three equal annual installments over a
three-year period.

  

 Amended
and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan and Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan

  

 At
the Annual Meeting (as defined below in Item 5.07), the Company’s stockholders approved both (i) the Amended and Restated Palisade
Bio, Inc. 2021 Equity Incentive Plan (“A&R Incentive Plan”) and (ii) the Amended and Restated Palisade Bio, Inc. 2021
Employee Stock Purchase Plan (“A&R ESPP”).

  

 A
description of each of the A&R Incentive Plan and the A&R ESPP was set forth in Proposal 4 and Proposal 5, respectively, of the
Proxy Statement for the Annual Meeting and is qualified in its entirety by reference to the full text of the A&R Incentive Plan and
the A&R ESPP, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference.

  

 Item
 5.03
 Amendments
 to Articles of Incorporation or Bylaws; Change in Fiscal Year

  

 As
reported below under Item 5.07, at the Annual Meeting on June 10, 2026, 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
300,000,000 shares to 450,000,000 shares.

  

 On
June 11, 2026, 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 300,000,000 shares
to 450,000,000 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

  

 Annual
Meeting of Stockholders

  

 On
June 10, 2026, the Company held its 2026 annual meeting of stockholders (the “Annual Meeting”). As of April 15, 2026, the
record date for the Annual Meeting (“Record Date”), 167,424,202 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 129,904,054 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, which represented
approximately 77.59% 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 four (4) persons listed below as directors, each to serve until the Company’s 2027 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  
   106,600,509    
   2,266,840    
   21,036,704  

 Donald Williams  
   78,962,735    
   29,904,615    
   21,036,704  

 Emil Chuang  
   99,500,152    
   9,367,198    
   21,036,704  

 Robert F. Baltera, Jr.  
   108,502,141    
   365,209    
   21,036,704  

  

 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, 2026. The final voting results were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 129,320,182    
   34,669    
   549,203    
   -  

  

 Proposal
3.

  

 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 300,000,000 to 450,000,000 (which will result in an increase in the total number
of authorized shares of capital stock of the Company from 307,000,000 to 457,000,000). The final voting results were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 128,093,623    
   871,548    
   938,883    
   -  

  

 Proposal
4.

  

 Approval
of the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan.

  

 The
Company’s stockholders approved the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan. The final voting results
were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 92,245,546    
   14,658,772    
   1,963,032    
   21,036,704  

  

  

  

  

 Proposal
5.

  

 Approval
of the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan.

  

 The
Company’s stockholders approved the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan. The final voting
results were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 108,167,158    
   162,907    
   537,285    
   21,036,704  

  

 Proposal
6.

  

 Approval,
on a non-binding advisory basis, of the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement.

  

 The
Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed
in the Proxy Statement. The final voting results were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 75,273,044    
   31,773,692    
   1,820,614    
   21,036,704  

  

 Accordingly,
the Board will take these results under advisement.

  

 Proposal
7.

  

 Approval
of equity award grants to our non-employee directors.

  

 The
Company’s stockholders approved equity grants to the Company’s non-employee directors. The final voting results were as follows:

  

 Votes For    
 Votes Against    
 Votes Withheld / Abstentions    
 Broker Non-Votes  

 82,713,960    
   24,332,309    
   1,821,081    
   21,036,704  

  

 Item
 9.01
 Financial
 Statement and Exhibits

  

 (d) Exhibits

  

 Exhibit No. Description

 3.1   Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Palisade Bio, Inc.

 10.1   Form of Indemnity Agreement (Incorporated by reference from Exhibit 10.03 to the Company’s Current Report on Form 8-K, filed with the SEC on December 18, 2018)

 10.2   Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan

 10.3   Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan

 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:
 June 11, 2026
 Palisade
 Bio, Inc.

  
  
  

  
 By:
 /s/
 J.D. Finley

  
  
 J.D.
 Finley

  
  
 Chief
 Executive Officer