UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 4, 2022, Palisade Bio, Inc. (the “Company”) held a special meeting of its shareholders (“First Special Meeting”) at 10:00 a.m. Pacific Time.
On October 6, 2022, the Company held a second special meeting of its shareholders (“Second Special Meeting”) at 9:00 a.m. Pacific Time.
A description of each meeting and the matters voted on at each meeting are set forth below under their respective headings.
October 4, 2022 Special Meeting of Shareholders
The First Special Meeting was held virtually on October 4, 2022. Only shareholders of record as of the close of business on August 16, 2022 (“First Record Date”) were entitled to vote. As of the First Record Date, 71,240,169 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 48,164,475 common shares were represented in person or by proxy, which constituted a quorum. The final results of the shareholder vote on the proposal brought before the First Special Meeting was as follows:
Proposal 1. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company’s Board of Directors: a reverse split of the Company’s common stock, at a ratio not less than 1-for-10 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the Board of Directors and to be effected before the day prior to the 2023 annual meeting of shareholders, without further approval or authorization of our shareholders, was approved by a majority of common shares outstanding, based upon the following votes:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 45,212,808 | 2,933,201 | 18,466 | — | |||||||||||
October 6, 2022 Special Meeting of Shareholders
The Second Special Meeting was held virtually on October 6, 2022. Only shareholders of record as of the close of business on August 11, 2022 (“Second Record Date”) were entitled to vote. As of the Second Record Date, 21,880,169 shares of the Company’s common stock were issued, outstanding and entitled to vote, of which 12,642,168 common stock shares were represented in person or by proxy, which constituted a quorum. The final results of the shareholder vote on each proposal brought before the Second Special Meeting were as follows:
Proposal 1. Pursuant to NASDAQ Listing Rule 5635(d), the issuance of up to 110,400,000 shares of the Company’s common stock upon the exercise of the Company’s Series 1 and Series 2 warrants issued to investors in the Company’s underwritten offering that closed on August 16, 2022 (“August 2022 Underwritten Offering”) that may be equal to or exceed 20% of the Company’s common stock outstanding before the August 2022 Underwritten Offering, was approved by a majority of votes present at the meeting and entitled to vote on the matter, based upon the following votes:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 5,488,362 | 4,042,423 | 11,044 | 3,100,339 | |||||||||||
Proposal 2. The approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to decrease the number of authorized shares of common stock of the Company from 300,000,000 to 280,000,000, was approved by a majority of the common shares outstanding, based upon the following votes:
| Broker | ||||||||||||||
| Votes For | Votes Against | Abstentions | Non-Votes | |||||||||||
| 11,466,286 | 1,162,410 | 13,472 | — | |||||||||||
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: | October 7, 2022 | Palisade Bio, Inc. | |
| /s/ Thomas M. Hallam, Ph.D. | |||
| By: | Thomas M. Hallam, Ph.D. | ||
| Chief Executive Officer | |||