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): October 1721, 2025

PALISADE BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33672

52-2007292

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1902 Wright Place

Suite 200

Carlsbad, California

92008

(Address of Principal Executive Offices)

(Zip Code)

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

N/A

(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 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement 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 of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PALI		Nasdaq Capital Market

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. ☐

Item 5.0702. ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Annual~~Phantom ~~Meeting~~Equity ofPlan ~~Stockholders~~Update

On ~~October~~September 174, 2025, the Board of Directors of Palisade Bio, Inc. (the “Company”), ~~held~~upon ~~its~~the ~~annual~~approval ~~meeting~~and ofrecommendation ~~stockholders (“Annual Meeting”).~~of Asthe ofCompensation ~~September 12~~Committee, ~~2025,~~approved ~~the~~and ~~record~~adopted ~~date~~a ~~for~~Phantom ~~the~~Unit ~~Annual~~Plan ~~Meeting~~ (~~“Record~~the ~~Date~~“Plan”), ~~9,119,152 shares of the Company’s common stock were outstanding~~ and ~~entitled~~related toform ~~vote at the Annual Meeting. A summary~~ of ~~the~~Phantom ~~matters~~Unit ~~voted~~Grant Notice ~~upon~~and byAward ~~the~~Agreement ~~stockholders~~(collectively, at the ~~Annual~~“Award ~~Meeting is set forth below~~Agreement”).

AUnder ~~total~~the ofterms ~~3,585,700 shares~~ of the ~~Company’s~~Plan, ~~common stock were present in person or by proxy at~~ the ~~Annual~~Compensation ~~Meeting,~~Committee ~~which~~granted ~~represented approximately~~grant ~~39.32%~~compensatory ofawards ~~the~~to ~~shares~~certain ~~of the~~ Company’s ~~common~~employees, ~~stock~~directors ~~outstanding~~and consultants as(collectively, of the ~~Record~~“Phantom ~~Date, and constituted a quorum~~Units”).

~~Proposal~~On 1October 22, 2025, the Company approved the termination of the Plan (the “Termination Date”). The Phantom Units granted to J.D. Finley, the Company’s Chief Executive Officer, Mitchell Jones, the Company’s Chief Medical Officer, and Ryker Willie, the Company’s Senior Vice President of Finance under the Plan are unvested as of the Termination Date and such Phantom Units will also terminate as of the Termination Date for no consideration.

Election of Directors.

The Company’s stockholders elected the three (3) persons listed below as directors, each to serve until the Company’s 2026 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:

Name	Votes For	Votes Withheld	Broker Non-Votes
J.D. Finley	647,086	89,445	2,849,169
Donald Williams	641,789	94,742	2,849,169
Emil Chuang	659,895	76,636	2,849,169

Proposal 2.

Ratification of 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, 2025. The final voting results were as follows:

Votes For		Votes Against		Votes Withheld / Abstentions		Broker Non-Votes
3,348,348		108,424		128,928		—

Proposal 3.

Approval of an Amendment to the Amended and Restated Certificate of Incorporation to effect, at the Discretion of the Board of Directors, a Reverse Stock Split.

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect, at the discretion of the board of directors, a reverse split of the Company’s common stock at a ratio of not less than 1-for-5 and not greater than 1-for-50, with the exact ratio to be set within that range at the discretion of the board of directors, without further approval or authorization of the Company’s stockholders, and to be effected on or before December 31, 2025. The final voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
2,353,265		1,122,616		109,819		—

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.

Date: October 20, 2025	Palisade Bio, Inc.
Date: October 22, 2025	Palisade Bio, Inc.
	By:	/s/ J.D. Finley
		/s/ J.D. Finley
		J.D. Finley
	By:	J.D. Finley
		Chief Executive Officer

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