PALISADE BIO, INC. Item 1.01 Entry into a Material Definitive Agreement.
Registered Direct Offering of Shares
On
Each Registered Prefunded Warrant is exercisable immediately, has a perpetual
term, an exercise price per share of Common Stock of
The Shares and Registered Prefunded Warrants (and shares underlying the
Registered Prefunded Warrants) are being offered by the Company pursuant to an
effective shelf registration statement on Form S-3, which was originally filed
with the
A copy of the opinion of the
Concurrent Private Placements
Private Placement of Prefunded Warrants
In addition to the sale of Shares and Registered Prefunded Warrants, pursuant to the Purchase Agreements, the Company also issued certain Purchasers, subject to certain beneficial ownership limitations, unregistered prefunded warrants to purchase up to 538,789 shares of Common Stock (the "Unregistered Prefunded Warrants") with the same terms as the Registered Prefunded Warrants except that the Unregistered Prefunded Warrants are not registered pursuant to the Registration Statement (the "Concurrent Prefunded Warrant Private Placement").
Private Placement of Common Stock Purchase Warrants
Pursuant to the Purchase Agreements, in a concurrent private placement, the
Company has also agreed to sell and issue to each Purchaser that purchased any
(i) Shares, (ii) Registered Prefunded Warrants, and / or (iii) Unregistered
Prefunded Warrants, warrants to purchase such number of shares of Common Stock
equal to the number of Shares, Registered Prefunded Warrants or Unregistered
Prefunded Warrants that a Purchaser purchased pursuant to the Purchase Agreement
(the "Private Warrants"). In aggregate, pursuant to the Purchase Agreements, the
Company will issue Private Warrants to purchase up to 1,052,631 shares of Common
Stock, each with a per share exercise price of
The Purchase Agreements contain customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the "Securities Act"), other obligations of the parties, and termination provisions. The representations, warranties and covenants contained in the Purchase Agreements were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
The Registered Offering, the Concurrent Prefunded Warrant Private Placement, and
the Concurrent Warrant Private Placement (collectively together, the "Offering")
is expected to close on or about
The Unregistered Prefunded Warrants, the Private Warrants, and the shares of Common Stock issuable upon exercise of the Unregistered Prefunded Warrants and Private Warrants (collectively, the "Warrant Shares") have not been registered under the Securities Act pursuant to the Registration Statement and are instead being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. In connection with each Purchaser's execution of a Purchase Agreement, each such Purchaser represented to the Company that it is either an "accredited investor" as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7), (a)(8), (a)(9), (a)(12) or (a)(13) under the Securities Act or (ii) a "qualified institutional buyer" as defined in Rule 144A(a) under the Securities Act, among other items.
The Company also entered into a registration rights agreements with the
Purchasers, whereby the Company agreed to file a registration statement on Form
S-3 within 30 days of the closing of the Offering, which shall provide for the
resale by holders of the Warrants Shares and to have such registration statement
declared effective by
The closing of the Offering is subject to satisfaction of customary closing conditions set forth in the Purchase Agreements. The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, the Purchase Agreements are filed with this report only to provide investors with information regarding the terms of transaction, and not to provide investors with any other factual information . . .
Item 3.02 Unregistered Sales of
The disclosure set forth in Item 1.01 of this Current Report on Form 8-K to the extent required by this Item 3.02 is incorporated herein by reference.
Item 8.01 Other Events
On
On
Item 9.01 Financial Statement and Exhibits.
Exhibit No. Description 4.01 Form of Registered Prefunded Warrant 4.02 Form of Unregistered Prefunded Warrant 4.03 Form of Common Stock Warrant 4.04 Form of Placement Agent Warrant 5.01 Legal Opinion ofSilvestre Law Group, P.C. 10.01 Form of Securities Purchase Agreement 10.02 Form of Registration Rights Agreement 10.03 Form of Placement Agent Agreement 23.01 Consent of theSilvestre Law Group, P.C. (included in Exhibit 5.01) 99.01 Press Release datedDecember 30, 2022 99.02 Press Release datedJanuary 4, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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