Is Announcing A Registered Direct Offering On Stock A Good Thing?

Palisade Bio Announces $2.0 Million Registered Directly Offering

May 06, 2022 08:30 ET | Source: Palisade Bio, Inc. Palisade Bio, Inc.

Carlsbad, California, UNITED STATES

CARLSBAD, Calif., May 06, 2022 (GLOBE NEWSWIRE) -- Palisade Bio, Inc. (Nasdaq: PALI) (the "Visitor" or "Palisade Bio"), a clinical-stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal complications, today announced that it has entered into definitive agreements with several institutional and accredited investors for the purchase and sale in a registered straight offering of three,646,690 shares of its mutual stock, at a buy price of $0.55 per share.

Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the offering.

The closings of the sale of the securities in the financing is expected to occur on or about May x, 2022, field of study to the satisfaction of customary closing weather. Palisade Bio intends to utilise the cyberspace proceeds from the financing for working upper-case letter and general corporate purposes, including the evolution of the Company's lead product candidate LB1148.

The Company too agreed to issue to the investors in a concurrent private placement, unregistered warrants to purchase upwards to an aggregate of iii,646,690 shares of its common stock. The warrants have an exercise price of $0.7105 per share of common stock, will be exercisable 6 months after the date of issuance, and will expire 5 and a one-half years following the initial issuance date.

The shares of common stock (but non the warrants or the shares of common stock underlying such warrants) offered in the registered directly offering are beingness offered and sold by the Company pursuant to a "shelf" registration statement on Form South-3 (Registration No. 333-263705), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Committee ("SEC") on April 26, 2022. The offering of the shares of mutual stock in the registered direct transaction are being made but by ways 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 offer will be filed with the SEC and volition be bachelor on the SEC's website located at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying base prospectus may besides be obtained, when available, by contacting Ladenburg Thalmann & Co. Inc. at Attn: Prospectus Department, 640 Fifth Artery, iv^th Floor, New York, NY 10019 or past e-mail at prospectus@ladenburg.com.

The warrants (and the shares of common stock underlying such warrants) are being offered in a individual placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Human activity") and/or Regulation D promulgated thereunder, and such securities take non been registered under the Human action or applicable state securities laws. Accordingly, such securities may not be offered or sold in the The states except pursuant to an effective registration argument or an applicable exemption from the registration requirements of the Deed and such applicable state securities laws. Palisade Bio has agreed to file a registration argument with the SEC registering the resale of the shares of common stock issuable upon the practice of the warrants.

This press release shall non constitute an offer to sell or the solicitation of an offering to buy, nor shall in that location exist any sale of these securities in any jurisdiction in which such offer, solicitation or sale would exist unlawful prior to the registration or qualification under the securities laws of whatever such jurisdiction.

Nigh Palisade Bio, Inc.

Palisade Bio is a clinical stage biopharmaceutical company advancing therapies that help patients suffering with acute and chronic gastrointestinal complications stemming from mail service-operative digestive enzyme damage. Palisade Bio's lead nugget LB1148, advancing toward Phase 3, is a protease inhibitor with the potential to both reduce intestinal adhesions and help restore bowel role following surgery. Positive data from Phase 2 trials of LB1148 demonstrated safety and tolerability as well as a statistically significant improvement in the return of bowel part and a decrease in the length of stay in the intensive care unit and infirmary compared to placebo. Palisade Bio believes that its investigational therapies have the potential to address the myriad health conditions and complications associated with the chronic disruption to the gastrointestinal epithelial barrier.

Forrad-Looking Statements

This press release contains forward-looking statements. All statements other than statements of historical facts are "forward-looking statements," including those relating to hereafter events. In some cases, y'all tin can identify forward-looking statements by terminology such every bit "may," "might," "will," "should," "expect," "plan," "anticipate," "project," "believe," "estimate," "predict," "potential," "intend" or "go on," the negative of terms like these or other comparable terminology, and other words or terms of like meaning. These include statements almost risks and uncertainties associated with market conditions, the satisfaction of customary closing conditions related to the offering and utilize of proceeds, also as risks and uncertainties associated with the Visitor's business organization and fiscal condition in full general, including the risks and uncertainties described in the Visitor'due south Annual Written report on Grade 10-K for the yr ended December 31, 2021, and in the Company'southward other filings with the SEC, including its Quarterly Reports on Course 10-Q. Although the Company believes that it has a reasonable basis for frontward-looking statements independent herein, they are based on electric current expectations nigh hereafter events affecting the Company and are subject to risks, uncertainties and factors relating to its operations and business surround, all of which are difficult to predict and many of which are beyond its control. These risk factors include those risks associated with developing pharmaceutical production candidates, risks of conducting clinical trials and risks in obtaining necessary regulatory approvals, as well as those risks detailed in the Company'southward filings with the SEC. These risks may crusade bodily results to differ materially from those expressed or unsaid by forrad-looking statements in this press release. All forward-looking statements included in this press release are expressly qualified in their entirety by the foregoing cautionary statements. You are cautioned not to place undue reliance on these frontward-looking statements, which speak only as of the date hereof. The Visitor does non undertake any obligation to update, better or clarify these forward-looking statements whether equally a upshot of new information, futurity events or otherwise, except as may be required nether applicable securities law.

CONTACTS:

Palisade Bio:
Dawn Hofmeister
ir@palisadebio.com

Investor Inquiries:
JTC Squad, LLC
Jenene Thomas
833-475-8247
PALI@jtcir.com