Business Context and Reporting Period
This Form 8-K Current Report was filed by Palisade Bio, Inc. on February 1, 2022, covering events occurring on January 31, 2022. The filing details a material definitive agreement and unregistered sale of equity securities involving the company and Altium Growth Fund, LP.
Key Financial Metrics
This filing does not contain standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on a specific corporate transaction.
Material Changes and Transaction Details
On January 31, 2022, Palisade Bio, Inc. entered into a Waiver and Amendment Agreement with Altium Growth Fund, LP. Key terms include:
- Anti-Dilution Waiver: The Investor irrevocably waived rights to adjust the exercise price of existing warrants for future equity issuances priced below the current exercise price.
- Restrictions: The agreement imposes a "leak out" volume limitation on the Investor's sales, shortens notice periods for participation rights, and restricts the Company from conducting primary offerings for a specified period.
- Consideration: In exchange for the waiver and restrictions, the Company issued a new warrant (the "January Warrant") to the Investor.
- Warrant Terms: The January Warrant allows the purchase of up to 2,250,000 shares of common stock. It is exercisable beginning six months after the effective date at an exercise price of $1.10 per share.
Guidance, Outlook, and Risks
The filing does not provide forward-looking guidance, management commentary on operational outlook, or specific risk factors beyond the transaction details. The issuance of the January Warrant was made in reliance on the Section 4(a)(2) exemption from registration under the Securities Act, based on the Investor's status as an accredited investor.
Investor Verification Checklist
- Verify the full text of the Waiver Agreement (Exhibit 4.1) to understand the specific duration of the primary offering restriction.
- Review the January Warrant (Exhibit 4.2) for detailed terms regarding customary adjustments for stock splits or dividends.
- Confirm the total number of outstanding warrants held by Altium Growth Fund, LP following this issuance.
- Assess the potential dilution impact of the 2,250,000 shares underlying the new warrant at the $1.10 exercise price.