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Form S-1MEF PALISADE BIO, INC.

August 11, 2022 8:43 PM EDT

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As filed with the Securities and Exchange Commission on August 11, 2022.

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.

7750 El Camino Real, Suite 5200

Carlsbad, CA 92009

(858) 704-4900

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

 

 

Thomas Hallam, Ph.D., Chief Executive Officer

Palisade Bio, Inc.

7750 El Camino Real, Suite 5200

Carlsbad, CA 92009

(858) 704-4900

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

 

 

Copies to:

 

Karen Deschaine, Esq.   Michael F. Nertney
Cooley LLP   Ellenoff Grossman & Schole LLP
4401 Eastgate Mall   1345 Avenue of the Americas, 11th Floor
San Diego, California 92121   New York, New York 10105
(858) 550-6000   (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. 333-265769)

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 $7,245,100 in (i) additional Class A Units, with each Class A Unit consisting of one share of our common stock, par value $0.01 per share (the “common stock”) together with warrants with a term of one year, or Series 1 warrants, to purchase one share of common stock and warrants with a term of five years, or Series 2 warrants, to purchase one share of common stock (together with the shares of common stock underlying such warrants, the “Class A Unit”), (ii) additional Class B Units, with each Class B Unit consisting of one share of the Company’s Series B Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”) together with Series 1 warrants to purchase a number of shares of common stock equal to $1,000 divided by the conversion price of the Series B Preferred Stock, and Series 2 warrants to purchase a number of shares of common stock equal to $1,000 divided by the conversion price of the Series B Preferred Stock (together with the shares of common stock underlying such shares of Series B Preferred Stock and such warrants, the “Class B Units”), (iii) Representative Warrant to purchase shares of common stock; and (iv) shares of common stock underlying the Representative Warrant. The contents of the Registration Statement on Form S-1 (Registration No. 333-265769), as amended, including the exhibits and power of attorney thereto, which was declared effective by the Securities and Exchange Commission on August 11, 2022, 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.



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 August 11, 2022.

 

Palisade Bio, Inc.
By:  

/s/ Thomas M. Hallam, Ph.D.

 

 

  Thomas M. Hallam, Ph.D.

 

  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/ Thomas M. Hallam, Ph.D.    Chief Executive Officer and Director    August 11, 2022
Thomas M. Hallam, Ph.D.    (Principal Executive Officer)   

 

/s/ J. D. Finley    Chief Financial Officer    August 11, 2022
J.D. Finley    (Principal Financial Officer and Principal Accounting Officer)   

 

*    Chairman of the Board of Directors    August 11, 2022
James R. Neal   

 

  

 

*    Director    August 11, 2022
Cristina Csimma, Pharm.D.   

 

  

 

*    Director    August 11, 2022
Stephanie Diaz   

 

  

 

*    Director    August 11, 2022
Mary Ann Gray, Ph.D   

 

  

 

*    Director    August 11, 2022
Robert J. Trenschel, D.O.   

 

  

 

*    Director    August 11, 2022
Binxian Wei   

 

  

 

*    Director    August 11, 2022
Donald A. Williams   

 

  

 

 

*By:  

/s/ J.D. Finley

  J.D. Finley
  Attorney-in-Fact

Exhibit 5.1

 

LOGO

Karen E. Deschaine

+1 858 550 6088

[email protected]

August 11, 2022

Palisade Bio, Inc.

7750 El Camino Real, Suite 5200

Carlsbad, CA 92009

Ladies and Gentlemen:

We have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1 (no. 333-265769) (the “Initial Registration Statement”) with the Securities and Exchange Commission, including a related prospectus included in the Initial Registration Statement (the “Prospectus”), and a Registration Statement on Form S-1 related thereto (the “462(b) Registration Statement”) and, together with the Initial Registration Statement, the “Registration Statements”) filed pursuant to Rule 462(d) promulgated under the Securities Act of 1933, as amended, together covering an underwritten public offering of (i) up to 63,600,000 shares (the “Common Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”), (ii) 1,660 shares (the “Preferred Shares”) of the Company’s Series B Preferred stock, par value $0.01 per share, which Preferred Shares will be convertible into up to 6,640,000 shares of Common Stock (the “Conversion Shares”), (iii) warrants (the “Series 1 Warrants”) to purchase up to 64,400,000 shares of Common Stock, and (iv) warrants (the “Series 2 Warrants” together with the Series 1 Warrants, the “Common Warrants”) to purchase up to 64,400,000 shares of Common Stock. The Registration Statements also cover the issuance of warrants to purchase up to 4,976,400 shares of Common Stock being issued to Ladenburg Thalmann & Co. Inc., the representative of underwriters of the offering (the “Representative Warrants”) and the shares of Common Stock issuable upon exercise thereof. The Common Warrants and the Representative Warrant are collectively referred to herein as the “Warrants” and the shares of Common Stock issuable upon exercise of the Warrants are referred to as the “Warrants Shares.”

In connection with this opinion, we have (i) examined and relied upon the Registration Statements and the Prospectus, the Company’s certificate of incorporation and bylaws, each as currently in effect, the form of the Certificate of Designation of Preferences, Rights and Limitations of Series B Preferred Stock (the ”Certificate of Designation”) filed as an exhibit to the Initial Registration Statement, the form of the Warrants filed as an exhibit to the Initial Registration Statement, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below, and (ii) assumed that the Certificate of Designation reflecting such pricing terms for the Preferred Shares is filed with the Secretary of State of the State of Delaware. We have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies, the accuracy, completeness and authenticity of certificates of public officials, and the due authorization, execution and delivery of all documents by all persons other than the Company where authorization, execution and delivery are prerequisites to the effectiveness thereof. As to certain factual matters, we have relied upon a certificate of an officer of the Company and have not independently verified such matters.

Our opinion is expressed only with respect to the General Corporation Law of the State of Delaware and the laws of the State of New York. We express no opinion to the extent that any other laws are applicable to the subject matter hereof and express no opinion and provide no assurance as to compliance with any federal or state securities law, rule or regulation.

 

Cooley LLP    4401 Eastgate Mall    San Diego, CA    92121-1909

t: (858) 550-6000    f: (858) 550-6420    cooley.com


LOGO

 

We express no opinion to the extent that future issuances of securities of the Company, including the Warrant Shares, and/or antidilution adjustments to outstanding securities of the Company, cause the Warrants to be exercisable for more shares of the Common Stock than the number that remain available for issuance under the then effective certificate of incorporation of the Company. Further, we have assumed that the exercise price of the Warrants at the time of exercise is equal to or greater than the par value of the Common Stock

With regard to our opinion concerning the Warrants constituting valid and binding obligations of the Company:

(i)    our opinion is subject to, and may be limited by, (a) applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, debtor and creditor, and similar laws which relate to or affect creditors’ rights generally, and (b) general principles of equity (including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing) regardless of whether considered in a proceeding in equity or at law;

(ii)    our opinion is subject to the qualification that (a) the enforceability of provisions for indemnification or limitations on liability may be limited by applicable law and by public policy considerations, and (b) the availability of specific performance, an injunction or other equitable remedies is subject to the discretion of the court before which the request is brought;

(iii)    we express no opinion with respect to any provision of the Warrants that: (a) relates to the subject matter jurisdiction of any federal court of the United States of America or any federal appellate court to adjudicate any controversy related to the Warrants; (b) specifies provisions may be waived in writing, to the extent that an oral agreement or implied agreement by trade practice or course of conduct has been created that modifies such provision; (c) contains a waiver of an inconvenient forum; (d) provides for liquidated damages, buy-in damages, default interest, late charges, monetary penalties, prepayment or make-whole payments or other economic remedies; (e) relates to advance waivers of claims, defenses, rights granted by law, or notice, opportunity for hearing, evidentiary requirements, statutes of limitations, trial by jury, service of process or procedural rights; (f) restricts non-written modifications and waivers; (g) provides for the payment of legal and other professional fees where such payment is contrary to law or public policy; (h) relates to exclusivity, election or accumulation of rights or remedies; (i) provides that provisions of the Warrants are severable to the extent an essential part of the agreed exchange is determined to be invalid and unenforceable; and

(v)    we express no opinion as to whether a state court outside of the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Warrants.

On the basis of the foregoing, and in reliance thereon, we are of the opinion that (i) the Common Shares, when sold and issued against payment therefor as described in the Registration Statements and the Prospectus, will be validly issued, fully paid and nonassessable, (ii) the Warrants, when sold and issued against payment therefor as described in the Registration Statements and the Prospectus, will constitute valid and binding obligations of the Company, (iii) upon the filing of the Certificate of Designation with the Secretary of State of the State of Delaware and the due issuance and delivery in exchange against payment therefor as described in the Registration Statements and the Prospectus, the Preferred Shares will be validly issued, fully paid and nonassessable, and (iv) the Conversion Shares, when issued upon conversion of the Preferred Shares in accordance with the terms of the Preferred Shares, will be validly issued, fully paid and nonassessable, and (v) the Warrant Shares, when sold and issued against payment therefor in accordance with the terms of the Warrants, will be validly issued, fully paid and nonassessable.

Our opinion is limited to the matters stated herein and no opinion is implied or may be inferred beyond the matters expressly stated. Our opinion is based on these laws as in effect on the date hereof, and we disclaim any obligation to advise you of facts, circumstances, events or developments which hereafter may be brought to our attention and which may alter, affect or modify the opinion expressed herein.

 

Cooley LLP    4401 Eastgate Mall    San Diego, CA    92121-1909

t: (858) 550-6000    f: (858) 550-6420    cooley.com


LOGO

 

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Initial Registration Statements and to the filing of this opinion as an exhibit to the 462(b) Registration Statement.

Sincerely,

 

COOLEY LLP
By:   /s/ Karen E. Deschaine
  Karen E. Deschaine

 

Cooley LLP    4401 Eastgate Mall    San Diego, CA    92121-1909

t: (858) 550-6000    f: (858) 550-6420    cooley.com

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

Palisade Bio, Inc.

Carlsbad, California

We hereby consent to the incorporation by reference in this Registration Statement on Form S-1 of our report dated March 17, 2022, relating to the consolidated financial statements of Palisade Bio, Inc. (the “Company”), which is incorporated by reference in the Registration Statement on Form S-1 (No. 333-265769). Our report contains an explanatory paragraph regarding the Company’s ability to continue as a going concern.

We also consent to the reference to us under the caption “Experts” in such Registration Statement.

/s/ BDO USA, LLP

San Diego, California

August 11, 2022

Exhibit 107

Calculation of Filing Fee Tables

Form S-1

(Form Type)

Palisade Bio, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered and Carry Forward Securities

 

                 
     Security
Type
  Security Class Title   Fee
Calculation
or Carry
Forward
Rule
  Amount
Registered
  Proposed
Maximum
Offering
Price Per
Unit
  Maximum
Aggregate
Offering
Price(1)(3)
  Fee Rate   Amount of
Registration
Fee(7)
                 
Fees to Be Paid   Equity   Class A Units, consisting of (i) shares of Common Stock, par value $0.01 per share and (ii) Warrants to purchase Common Stock   457(o)       $2,100,000   0.0000927   $194.67
                 
    Equity   Common Stock, par value $0.01 per share, included in the Class A Units(2)              
                 
    Equity   Warrant to purchase Common Stock included in the Class A Units(2)(4)              
                 
    Equity  

Class B Units, consisting of (i) shares of Series B Preferred Stock, par value $0.01 per share, (ii) Common Stock issuable on conversion of Series B Preferred Stock, and

(iii) Warrants to purchase Common Stock

  457(o)       $200,000   0.0000927   $18.54
                 
    Equity   Series B Preferred Stock, par value $0.01 per share included in the Class B Units(2)              
                 
    Equity   Common Stock issuable on conversion of Series B Preferred Stock included in the Class B Units(2)(5)              
                 
    Equity   Warrant to purchase Common Stock included in the Class B Units(2)(4)              
                 
    Equity   Shares of Common Stock issuable upon exercise of Warrants(2)         $4,600,000   0.0000927   $426.42
                 
    Equity   Representative Warrants(2)(4)(6)              
                 
    Equity   Shares of Common Stock issuable upon exercise of Representative Warrants(2)(6)   457(g)       $345,100   0.0000927   $32.00
           
    Total Offering Amounts      $7,245,100     $671.63
           
    Total Fees Previously Paid           
           
    Total Fee Offsets           
           
    Net Fee Due                $671.63

 

(1)

Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional dollar amount of

 

- 1 -


  securities being registered and includes the additional dollar amount of securities that the underwriters have the option to purchase to cover over-allotments, if any. Does not include the securities that the registrant previously registered on the registration statement on Form S-1 (File No. 333-265769).
(2)

Pursuant to Rule 416 under the Securities Act, the securities registered hereby also include an indeterminate number of additional securities as may from time to time become issuable by reason of stock splits, stock dividends, recapitalizations, or other similar transactions.

(3)

Includes the price of additional shares of Common Stock and/or Warrants that may be issued upon exercise of the option granted to the underwriter to cover over-allotments, if any.

(4)

No additional registration fee is payable pursuant to Rule 457(g) under the Securities Act.

(5)

No additional registration fee is payable pursuant to Rule 457(i) under the Securities Act.

(6)

The registrant has agreed to issue upon the closing of this offering, warrants to Ladenburg Thalmann & Co. Inc. entitling it to purchase up to 6.0% of the aggregate shares of common stock sold in this offering including the number of shares of common stock issuable upon conversion of shares of the Series B Preferred Stock. The exercise price of the warrants is equal to 125% of the public offering price of the common stock offered hereby. The warrants will be exercisable upon issuance and will expire on the five (5) year anniversary of the commencement of sales in this offering.

(7)

The Registrant previously paid aggregate filing fees of $3,358.10 in connection with previous filings of its registration statement on Form S-1 (File No. 333-265769).

 

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