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 11, 2021
 

PALISADE BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

As previously disclosed, on April 27, 2021, pursuant to the Agreement and Plan of Merger, dated as of December 16, 2020, by and among Palisade Bio, Inc., formerly known as Seneca Biopharma, Inc. (the “Company”), Leading Biosciences, Inc. (“LBS”) and Townsgate Acquisition Sub 1, Inc., a wholly owned subsidiary of the Company (“Merger Sub”), the Company completed the merger transaction with LBS, pursuant to which Merger Sub merged with and into LBS, with LBS surviving such merger as a wholly owned subsidiary of the Company (the “Merger”). Immediately prior to the Merger, the Company and LBS completed a private placement transaction (the “Pre-Merger Financing”) with Altium Growth Fund, LP (the “Investor”) pursuant to that certain Securities Purchase Agreement, by and among the Company, LBS and the Investor, dated December 16, 2020, as amended (the “Securities Purchase Agreement”), for an aggregate purchase price of $20.0 million. In connection with the closing of the Pre-Merger Financing and Merger, 3,977,676 shares of the Company’s common stock (the “Additional Shares”) were deposited into escrow for the benefit of the Investor if 85% of the average of the five lowest volume-weighted average trading prices of a share of Company Common Stock (“Common Stock”) as quoted on the Nasdaq Capital Market during the 10 trading day period ending on the 16th trading day following the Effective Time, divided by five, is lower than the per share Purchase Price (as defined in the Securities Purchase Agreement) or if the five lowest weighted average prices of Common Stock during the 10 trading day period ending on each of the 45th, 90th and 135th days following April 27, 2021, divided by five, is lower than the per share Purchase Price, then, in each case, the Investor would be issued such number of Additional Shares equal to the Purchase Price divided by the lowest of such weighted average prices. As of the first reset, pursuant to the terms of the Securities Purchase Agreement, 3,670,001 shares of the Additional Shares were disbursed to the Investor, subject to the Investor instructing the escrow agent to release such shares from escrow. On May 20, 2021, pursuant to the terms of the Securities Purchase Agreement, the Company issued to the Investor a warrant to purchase 4,995,893 shares of Common Stock at a price of $4.70 per share (the “Equity Warrant”), with such shares and exercise price subject to adjustment, if any, following each of the 45th, 90th and 135th days following April 27, 2021.

On June 11, 2021, a reset occurred, pursuant to which (i) the final 307,675 Additional Shares remaining in escrow were disbursed to the Investor, subject to the Investor instructing the escrow agent to release such shares from escrow, and (ii) the Equity Warrant was automatically adjusted to become exercisable for 5,303,568 shares of Common Stock at an exercise price of $3.88 per share.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 16, 2021