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    SEC Form S-1MEF filed by Palisade Bio Inc.

    10/1/25 8:55:40 AM ET
    $PALI
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $PALI alert in real time by email
    S-1MEF 1 forms-1mef.htm S-1MEF

     

    As filed with the Securities and Exchange Commission on October 1, 2025.

     

    Registration No. 333-

     

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    WASHINGTON, D.C. 20549

     

     

     

    FORM S-1

    REGISTRATION STATEMENT

    UNDER

    THE SECURITIES ACT OF 1933

     

     

     

    Palisade Bio, Inc.

    (Exact name of registrant as specified in its charter)

     

     

     

             
    Delaware   2834   52-2007292
    (State or Other Jurisdiction of
    Incorporation or Organization)
      (Primary Standard Industrial
    Classification Code Number)
      (I.R.S. Employer
    Identification Number)

     

    Palisade Bio, Inc.

    1902 Wright Place, Suite 200

    Carlsbad, CA 92008

    (858) 704-4900

    (Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)

     

     

     

    JD Finley, Chief Executive Officer

    Palisade Bio, Inc.

    1902 Wright Place, Suite 200

    Carlsbad, CA 92008

    (858) 704-4900 

    (Name, address, including zip code, and telephone number, including area code, of agent for service)

     

     

     

    Copies to:

     

    Jeffrey C. Thacker   Michael F. Nertney

    Ryan J. Gunderson

    John E. Maciejewski

    Gunderson Dettmer Stough Villeneuve

    Franklin & Hachigian, LLP

    3570 Carmel Mountain Road, Suite 200

    San Diego, California 92130

    (858) 436-8000

     

    Ellenoff Grossman & Schole LLP

    1345 Avenue of the Americas

    New York, New York 10105

    (212) 370-1300

     

     

     

    Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

     

    If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

     

    If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-290568)

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

     

    Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

     

                 
    Large accelerated filer   ☐   Accelerated filer   ☐
    Non-accelerated filer   ☒   Smaller reporting company   ☒
            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 7(a)(2)(B) of the Securities Act. ☐

     

     

     

    This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.

     

     

     

     

     

     

    EXPLANATORY NOTE AND INCORPORATION BY REFERENCE

     

    This Registration Statement is being filed pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $24,518,000 in (i) additional shares of our common stock, par value $0.01 per share (the “common stock”), (ii) pre-funded warrants to purchase shares of our common stock, (iii) warrants to purchase shares of our common stock to be issued to the representative of the underwriters in the offering (“Representative Warrants”); and (iv) shares of common stock underlying the pre-funded warrants and Representative Warrants. The contents of the Registration Statement on Form S-1 (Registration No. 333-290568), as amended, including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on September 30, 2025, are incorporated by reference in this Registration Statement.

     

    The required opinions and consents are listed on the Exhibit Index attached hereto and are filed herewith.

     

     

     

     

    EXHIBIT INDEX

     

    Exhibit
    Number
       
      Description of document
         
    5.1   Opinion of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP.
         
    23.1   Consent of Baker Tilly US, LLP, Independent Registered Public Accounting Firm.
         
    23.2   Consent of Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP (included in Exhibit 5.1).
         
    24.1   Power of Attorney (incorporated by reference to the signature page of the Prior Registration Statement on Form S-1 (File No. 333-290568), filed with the Securities and Exchange Commission on September 29, 2025 and incorporated herein by reference).
         
    107   Filing Fee Table.

     

     

     

     

    SIGNATURES

     

    Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on October 1, 2025.

     

      Palisade Bio, Inc.
         
      By:

    /s/ J.D. Finley

        J.D. Finley
        Chief Executive Officer

     

    POWER OF ATTORNEY

     

    Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.

     

    Signature   Title   Date
         
    /s/ J.D. Finley   Chief Executive Officer and Director   October 1, 2025
    J.D. Finley   (Principal Executive Officer)    
         
    /s/ J. D. Finley   Chief Financial Officer   October 1, 2025
    J.D. Finley   (Principal Financial Officer and Principal Accounting Officer)    
         
    *   Chairman of the Board and Director   October 1, 2025
    Donald A. Williams        
         
    *   Director   October 1, 2025
    Binxian Wei        
         
    *   Director   October 1, 2025
    Emil Chuang        

     

    *By:

    /s/ J.D. Finley

     
      J.D. Finley  
      Attorney-in-Fact  

     

     

     

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