Palisade Bio, Inc. announced that it has entered into a securities purchase agreement with an institutional investor for issuance of common 85,100 shares, par value $0.01 per share at a price of $6.5015 per share for gross proceeds of $553,277.65; and 530,142 prefunded warrants at a price of $6.5014 per warrant for gross proceeds of $3,446,665.1988, bringing proceeds to $3,999,942.8488 on May 1, 2024. Each prefunded warrant is exercisable immediately, has a perpetual term, an exercise price of $0.0001 per share of common stock, and is subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as more fully described in the prefunded warrants. The company will issue to the purchaser, warrants to purchase 922,863 shares.

The warrants will have an exercise price of $6.314 per share of common stock and a term of seven years from the date of issuance. The warrants are subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as more fully described in the warrants. The offering is expected to close on or about May 6, 2024, subject to customary closing conditions.

The shares of common stock, pre-funded warrants, and common warrants are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws.