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): September 15, 2022 (September 9, 2022)

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.)

7750 El Camino Real
Suite 5200
Carlsbad, California		92009
(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 2.05.

Costs Associated with Exit or Disposal Activities.

On September 9, 2022, Palisade Bio, Inc. (the “Company”), in order to better utilize the Company’s resources on the implementation of its refocused clinical programs and corporate strategy, committed to a cost-reduction plan. This cost-reduction plan included a reduction in force to better align the Company’s resources on its clinical studies, including its lead asset, LB1148.

As a result of the reduction in force, the Company estimates that it will pay an aggregate of $ $380,148 in cash pursuant to the Company’s normal payroll practices, consisting of (i) $ $307,588 in severance payments and benefits pursuant to employment agreements, (ii) $72,560 in severance payments and benefits pursuant to the potential execution of severance and release agreements. The Company anticipates that the reduction in force will result in annual cost savings of approximately $773,000 after payment of the foregoing severance benefits. The Company expects to substantially complete the payment of the employee severance and benefits incurred by the end of the first quarter of 2023.

In additional to the reduction in force, the Company’s initiative also identified certain other cost cutting opportunities that may result in additional annual savings of up to $800,000 without impacting its clinical programs.

Item 7.01

Regulation FD Disclosure.

On September 15, 2022, we announced the reduction in force and cost reduction plan via a press release. A copy of the press release is attached to this report as Exhibit 99.01.

The information contained in this Item 7.01 to this Current Report on Form 8-K and the exhibit attached hereto pertaining to this item shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or such exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The information set forth in the exhibits to this Form 8-K relating to this item 7.01 shall not be deemed an admission as to the materiality of any information in this report that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01.

Financial Statements and Exhibits.

Exhibit

No.

Description

99.01

Press Release dated September 15, 2022

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	Palisade Bio, Inc.

	By:	/s/ Thomas M. Hallam
	Name:	Thomas M. Hallam
	Title:	Chief Executive Officer

Date: September 15, 2022

Palisade Bio Inc. filed SEC Form 8-K: Regulation FD Disclosure