Item 1.01 Entry into a Definitive Material Agreement
On
Pursuant to the Purchase Agreement, the Company has agreed to file one or more
registration statements with the
The Purchase Agreement contains customary representations and warranties of the Company and the Investor. The representations, warranties and covenants contained in the Purchase Agreement were made only for purposes of such Purchase Agreement and are made as of specific dates; are solely for the benefit of the parties (except as specifically set forth therein); may be subject to qualifications and limitations agreed upon by the parties in connection with negotiating the terms of the Purchase Agreement, including being qualified by confidential disclosures made for the purpose of allocating contractual risk between the parties, instead of establishing matters as facts; and may be subject to standards of materiality and knowledge applicable to the contracting parties that differ from those applicable to the investors generally. Investors should not rely on the representations, warranties and covenants or any description thereof as characterizations of the actual state of facts or condition of the Company.
The Investor was a stockholder of the Company prior to the investment described
above.
The above descriptions of the Purchase Agreement and Warrant are not complete, and are qualified in their entirety by reference to the Purchase Agreement, filed as Exhibit 4.1 to this Form 8-K and the Warrant, filed as exhibit 4.2 to this Form 8-K.
Item 3.02 Unregistered Sales of
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
The Company issued the Shares and the Warrant to the Investor in reliance on the
exemption from registration provided for under Section 4(a)(2) of the Securities
Act and by Rule 506 of Regulation D, promulgated by the
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Exhibit 4.1 Securities Purchase Agreement, dated as ofAugust 19, 2021 , by and betweenPalisade Bio, Inc. andYuma Regional Medical Center . 4.2 Warrant, dated as ofAugust 19, 2021 , issued toYuma Regional Medical Center .
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