8-K
PALISADE BIO, INC. (PALI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of
The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July2, 2025
PALISADE
BIO, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-33672 | 52-2007292 |
|---|---|---|
| (State<br> or other jurisdiction | (Commission | (IRS<br> Employer |
| of<br> incorporation) | File<br> Number) | Identification<br> No.) |
| 7750 El Camino Real<br><br> <br>Suite 2A<br><br> <br>Carlsbad, California | 92009 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(858)704-4900
Registrant’s
telephone number, including area code
Notapplicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> symbol(s) | Name<br> of each exchange on which registered |
|---|---|---|
| Common Stock, $0.01 par value | PALI | Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
Item5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers.
(1)Director Resignation
On July 2, 2025, Margery Fischbein delivered notice to the Board of Directors (the “Board”) of Palisade Bio Inc. (the “Company”) of her resignation from the Board, effective as of July 2, 2025. Ms. Fischbein’s resignation is not the result of any disagreement with the Company on any matter related to its operations, policies or practices. The Company thanks Ms. Fischbein for her leadership, support and many other contributions that she made to the Company during her tenure as a member of the Board.
In addition, in recognition of Ms. Fischbein’s dedicated service to the Company, the Board accelerated the vesting of 3,100 outstanding stock options held by Ms. Fischbein (the “Outstanding Options”) such that as of Ms. Fischbein’s resignation on July 2, 2025, the Outstanding Options are deemed fully vested and modified the exercise period of the Outstanding Options such that the exercise period will be extended through their original expiration dates.
(2)Director Appointment
On July 7, 2025, based upon the recommendation of the Governance and Nominating Committee of the Board, the Board elected Emil Chuang, MB BS FRACP, as a director, with his initial term expiring at the Company’s 2026 annual meeting of stockholders, to fill the current vacancy on the Board. Dr. Chuang was also appointed to the Company’s Audit Committee, Compensation Committee, and Governance and Nominating Committee.
Pursuant to the Company’s non-employee director compensation program, as a non-employee joining the Board, in connection with his appointment, Dr. Chuang will be granted a non-statutory stock option to purchase 8,000 shares of the Company’s common stock with an exercise price equal to the closing stock price of the Company’s common stock on The Nasdaq Capital Market on the date of grant. As a non-employee director of the Company, Dr. Chuang will also receive compensation for his service as a non-employee member of the Board as described in the “Director Compensation” section of the Company’s 2024 Proxy Statement filed with the Securities and Exchange Commission on May 22, 2024.
Dr. Chuang and the Company will also enter into an indemnification agreement requiring the Company to indemnify him to the fullest extent permitted under Delaware law with respect to his service as a director. The indemnification agreement will be in the form entered into with the Company’s other directors and executive officers. This form is attached hereto as Exhibit 99.1.
There is no arrangement or understanding between Dr. Chuang and any other person pursuant to which Dr. Chuang was appointed as a director. The Board has determined that Dr. Chuang is an independent director in accordance with applicable rules of the Securities and Exchange Commission and the Nasdaq Stock Market. The Company’s form of stock option award agreement for non-employee directors is filed herein as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item8.01 Other Events.
On July 9, 2025, the Company issued a press release announcing Dr. Chuang’s appointment to the Board, as described above, which is filed as Exhibit 99.2 to this Current Report on Form 8-K.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.
| Palisade Bio, Inc. | |
|---|---|
| Date:<br> July 9, 2025 | /s/ J.D. Finley |
| J.D.<br> Finley | |
| Chief<br> Executive Officer |
Exhibit99.2
PalisadeBio Appoints Emil Chuang, MB BS FRACP to its Board of Directors
Veteranclinical leader with successful track record and experience to help guide the Company’s clinical strategy in Fibrostenotic Crohn’sDisease and Ulcerative Colitis
Carlsbad,CA, July 9, 2025 — Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade”, “Palisade Bio”, or the “Company”), a clinical-stage biopharmaceutical company advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, today announced it has appointed Emil Chuang, MB BS FRACP to its Board of Directors.
Dr. Chuang is a pediatric gastroenterologist with nearly 25 years of pharmaceutical and clinical experience spanning large pharma, biotech, therapeutics, medical nutrition, and diagnostics. His expertise spans from preclinical translational medicine through Phase 1-4 clinical development. Notably, his leadership has contributed to multiple drug development programs, including two successful regulatory approvals (NDA/sBLA): infliximab for pediatric Crohn’s disease and lorcaserin for morbid obesity.
Following a successful academic career as an Assistant Professor at both Duke University and the University of Pennsylvania, Dr. Chuang transitioned into the pharmaceutical industry, where he has earned a reputation for simplifying complex challenges into actionable development strategies. His work includes significant contributions to programs targeting inflammatory bowel diseases (IBD), including infliximab and vedolizumab.
“We are very pleased to welcome Emil to our Board of Directors. His extensive clinical development experience and deep understanding of IBD will provide valuable insight as we continue to execute our clinical programs. We look forward to leveraging his knowledge to advance our pipeline,” commented JD Finley, Chief Executive Officer of Palisade Bio.
“I am excited to work with the Palisade team to help unlock the full value of its pipeline and bring meaningful solutions to patients where there remain unmet medical needs,” added Dr. Chuang. “The progress made to date, as well as the data demonstrated by PALI-2108 for addressing Fibrostenotic Crohn’s Disease and Ulcerative Colitis is very compelling, and I look forward to helping advance these important programs.”
Dr. Chuang currently serves as the Chief Medical Officer at Intrinsic Medicine, a privately held biotechnology company. He also leads Chuang Global Consulting, his independent advisory firm. His prior leadership roles include Head of GI Clinical Development for Nestlé Health Science, Head of GI Translational Research and Early Clinical at Takeda, and Head of GI Precision Medicine at Progenity. Over the course of his career, Dr. Chuang has authored more than 80 peer-reviewed publications, abstracts, and book chapters.
He received his medical degree (MB BS) from the University of Sydney, Australia and completed his pediatrics specialty training (FRACP) in Australia before moving to the United States, where he completed subspecialty training in both pediatric gastroenterology and nutrition.
AboutPalisade Bio
Palisade Bio is a clinical-stage biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases. The Company believes that by using a targeted approach with its novel therapeutics it will transform the treatment landscape. For more information, please go to www.palisadebio.com.
ForwardLooking Statements
Any statements contained in this communication that are not statements of historical fact may be deemed to be forward-looking statements for purposes of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, but are not limited to, statements regarding the safety and tolerability, PK and drug release characteristics of PALI-2108 based on the Company’s preclinical studies and preliminary data from the Company’s Phase 1b/2a clinical study and indications and anticipated benefits of PALI-2108. These forward-looking statements are based on the Company’s current expectations. Forward-looking statements involve risks and uncertainties. Important factors that could cause actual results to differ materially from those reflected in the Company’s forward-looking statements include, among others, the timing of enrollment, commencement and completion of the Company’s clinical trials; the timing and success of preclinical studies and clinical trials conducted by the Company; the risk that prior results, such as signals of safety, activity, or durability of effect, observed from preclinical or clinical trials, will not be replicated or will not continue in ongoing or future studies or clinical trials involving the Company’s product candidates in clinical trials focused on the same or different indications; the Company’s need to raise significant additional funds to continue its plans and operations; and other factors that are described in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”) on March 24, 2025, and the Quarterly Reports on Form 10-Q or other SEC filings that are filed thereafter. Investors are cautioned not to put undue reliance on these forward-looking statements. These forward-looking statements speak only as of the date hereof, and the Company expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in the Company’s expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based.
InvestorRelations Contact
JTC Team, LLC
Jenene Thomas
908-824-0775
PALI@jtcir.com