Palisade Bio Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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| 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 | ||