8-K

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

Dateof Report (Date of earliest event reported): July 8, 2024 (July 8, 2024)

PALISADE

BIO, INC.

(Exactname of Registrant as Specified in Its Charter)

Registrant’stelephone number, including area code: (858) 704-4900

N/A

(Formername 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:

Securities

registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company 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. ☐

AnnualMeeting of stockholders

On July 8, 2024, Palisade Bio, Inc. (the “Company”) held its annual meeting of stockholders (“Annual Meeting”). As of May 16, 2024, the record date for the Annual Meeting (“Record Date”), 936,402 shares of the Company’s common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by the stockholders at the Annual Meeting is set forth below.

A total of 380,286 shares of the Company’s common stock were present in person or by proxy at the Annual Meeting, which represented approximately 40.61% of the shares of the Company’s common stock outstanding as of the Record Date, and constituted a quorum.

Proposal1.

Electionof Directors.

The Company’s stockholders elected the three (3) persons listed below as directors, each to serve until the Company’s 2025 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results were as follows:

Proposal2.

Ratificationof the Selection of Independent Registered Public Accounting Firm.

The Company’s stockholders ratified the selection of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The final voting results were as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.