UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Appointment of Margery Fischbein to Board of Directors
On May 7, 2024 (the “Effective Date”), the board of directors (“Board”) of Palisade Bio, Inc. (the “Company”) appointed Margery Fischbein to the Board. On the Effective Date, pursuant to Ms. Fischbein’s appointment, the Board will have four (4) acting directors. Ms. Fischbein will serve until the Company’s 2024 annual meeting of shareholders or until such time as she resigns, is removed or her successor is appointed. Based upon a review of Ms. Fischbein’s questionnaire, Ms. Fischbein has been determined to be independent pursuant to Rule 10A-3(b) of the Securities Exchange Act of 1934, as amended and Nasdaq Rule 5605(a)(2) and further meets all of the qualifications to serve on an audit committee. Accordingly, Ms. Fischbein has been appointed to serve on the Company’s audit committee as of the Effective Date. In connection with her appointment to the Board, Ms. Fischbein will enter into the Company’s standard indemnification agreement.
There are no family relationships among Ms. Fischbein and any of our executive officers or directors and there are no transactions required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Board Compensation
As compensation for her services on the Board, with respect to cash compensation, Ms. Fischbein will participate in the Company’s non-executive board compensation plan as described in the definitive proxy statement filed with the Securities Exchange Commission on April 21, 2023, the description of which is incorporated herein by reference.
Additionally, on the Effective Date, in lieu of the Company’s standard non-executive board compensation with respect to equity grants, Ms. Fischbein received an option to purchase 1,000 shares of the Company’s common stock (the “Option”). The Option has a term of ten (10) years, an exercise price of $7.90 per share, and vests in equal quarterly installments over a three (3) year period. The Option was issued from the Company’s 2021 Equity Incentive Plan, as amended.
Item 8.01 Other Events
On May 7, 2024, the Company issued a press release announcing the appointment of Margery Fischbein to the Board. A copy of the press release is attached to this report as Exhibit 99.01.
Item 9.01 Financial Statement and Exhibits.
| Exhibit No. | Description | |
| 99.01 | Press Release Dated May 7, 2024 | |
| 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 on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: May 10, 2024 | Palisade Bio, Inc. | |
| /s/ J.D. Finley | ||
| By: | J.D. Finley | |
| Chief Executive Officer | ||