As filed with the Securities and Exchange Commission on August 22, 2022.
Registration No. 333-265769
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Palisade Bio, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 2834 | 52-2007292 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Palisade Bio, Inc.
7750 El Camino Real, Suite 5200
Carlsbad, CA 92009
(858) 704-4900
(Address, including zip code, and telephone number, including area code of registrant’s principal executive offices)
Thomas Hallam, Ph.D., Chief Executive Officer
Palisade Bio, Inc.
7750 El Camino Real, Suite 5200
Carlsbad, CA 92009
(858) 704-4900
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
| Karen Deschaine, Esq. | Michael F. Nertney | |
| Cooley LLP | Ellenoff Grossman & Schole LLP | |
| 4401 Eastgate Mall | 1345 Avenue of the Americas, 11th Floor | |
| San Diego, California 92121 | New York, New York 10105 | |
| (858) 550-6000 | (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-265769)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| 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 7(a)(2)(B) of the Securities Act. ☐
This registration statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 2 (this “Amendment”) relates to the Registrant’s Registration Statement on Form S-1 (File No. 333-265769), as amended (the “Registration Statement”), declared effective on August 11, 2022 by the Securities and Exchange Commission. The Registrant is filing this Amendment for the sole purpose of replacing Exhibit 5.1 to the previously-filed Post-Effective Amendment No. 1 to the Registration Statement in order to correct certain typographical errors contained in Exhibit 5.1 to that Post-Effective Amendment No. 1.
EXHIBIT INDEX
Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Carlsbad, State of California on August 22, 2022.
| Palisade Bio, Inc. | ||
| By: | /s/ Thomas M. Hallam, Ph.D.
| |
| Thomas M. Hallam, Ph.D. | |
| Chief Executive Officer | |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on the dates indicated.
Signature | Title | Date | ||
| /s/ Thomas M. Hallam, Ph.D. | Chief Executive Officer and Director | August 22, 2022 | ||
| Thomas M. Hallam, Ph.D. | (Principal Executive Officer) |
| ||
| /s/ J. D. Finley | Chief Financial Officer | August 22, 2022 | ||
| J.D. Finley | (Principal Financial Officer and Principal Accounting Officer) |
| ||
| * | Chairman of the Board of Directors | August 22, 2022 | ||
| James R. Neal |
|
| ||
| * | Director | August 22, 2022 | ||
| Cristina Csimma, Pharm.D. |
|
| ||
| * | Director | August 22, 2022 | ||
| Stephanie Diaz |
|
| ||
| * | Director | August 22, 2022 | ||
| Mary Ann Gray, Ph.D |
|
| ||
| * | Director | August 22, 2022 | ||
| Robert J. Trenschel, D.O. |
|
| ||
| * | Director | August 22, 2022 | ||
| Binxian Wei |
|
| ||
| * | Director | August 22, 2022 | ||
| Donald A. Williams |
|
| ||
| *By: | /s/ J.D. Finley | |
| J.D. Finley | ||
| Attorney-in-Fact | ||