Business Context and Reporting Period
This Form 8-K Current Report from Palisade Bio, Inc. (PALI) covers the period ending November 16, 2022, with the earliest event reported on November 15, 2022. The filing details the implementation of a shareholder-approved reverse stock split and a reduction in authorized common shares.
Key Financial Metrics
This filing is a corporate action report and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes Versus Prior Period
- Reverse Stock Split: The Board approved a 1-for-50 reverse stock split, effective November 15, 2022, at 5:00 p.m. Eastern Time.
- Share Count Adjustment: Issued and outstanding common shares were adjusted from 77,080,169 to approximately 1,541,603 shares (excluding fractional share cash payments).
- Authorized Share Reduction: The number of authorized common shares was reduced from 300,000,000 to 280,000,000.
- Security Adjustments: Outstanding stock options, warrants, and convertible securities were adjusted proportionately (shares reduced, exercise prices increased). The conversion price for Series A 4.5% Convertible Preferred Stock was also adjusted.
- Trading Details: Common stock began trading on a post-split basis on the Nasdaq Capital Market on November 16, 2022, under the symbol "PALI" with a new CUSIP number (696389204).
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on future operations, or specific risk factors beyond the standard qualification that the information is subject to the terms of the Amendment to the Certificate of Incorporation. No unusual items or contingencies were disclosed in this report.
Investor Verification Checklist
- Verify the new CUSIP number (696389204) for post-split trading.
- Confirm the adjusted exercise prices and share counts for any held options, warrants, or convertible securities.
- Check for cash payments received for fractional shares resulting from the 1-for-50 split.
- Review the attached Amendment to the Amended and Restated Certificate of Incorporation (Exhibit 3.01(i)) for full legal terms.