On January 4, 2023 Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, reported that it has closed its previously announced registered direct offering and concurrent private placement with institutional investors for the purchase of 1,052,631 shares of common stock (or certain pre-funded warrants in lieu thereof) at a purchase price per common share of $2.375 (Press release, Palisade Bio, JAN 4, 2023, View Source [SID1234625874]). Certain investors received unregistered pre-funded warrants in the private placement in lieu of common stock, subject to beneficial ownership limitations. The company has also issued to the investors, in the private placement, unregistered warrants to purchase up to 1,052,631 shares of common stock (the "Common Warrants"). These Common Warrants have a term of five (5) years and an exercise price of $2.375 per share. Accordingly, the company entered into agreements to sell (i) an aggregate of 513,842 shares of registered common stock and pre-funded warrants to purchase common stock, (ii) pre-funded warrants that are not registered to purchase an aggregate of 538,789 shares of common stock, and (iii) 1,052,631 unregistered Common Warrants.
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Ladenburg Thalmann & Co. Inc. acted as the exclusive placement agent for the registered direct and private placement offerings.
Palisade Bio intends to use the net proceeds from the financing for working capital and general corporate purposes.
The shares of common stock (and registered pre-funded warrants in lieu thereof) (but not the unregistered pre-funded warrants, nor the Common Warrants or the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) offered in the registered direct offering were offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-263705), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission ("SEC") on April 26, 2022. The offering of the shares of common stock (and registered pre-funded warrants in lieu thereof) in the registered direct transaction were made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering was filed with the SEC and is available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, by contacting Ladenburg Thalmann & Co. Inc. at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail at [email protected].
The unregistered pre-funded warrants, the Common Warrants (and the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Palisade Bio has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon the exercise of the unregistered pre-funded warrants and Common Warrants.