of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Director — Jordan Zwick: Jordan Zwick was appointed to the Board of Directors and joined the Audit Committee.

of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The information contained herein shall not be incorporated by reference into any filing with the Securities and Exchange Commission made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Other Events. In preparation for the expected Phase 2 study of PALI-2108 for the treatment of patients with moderate to severe Ulcerative Colitis (“UC”), and in order to expedite the enrollment of patients (the “Study Enrollment”), on March 30, 2026, Palisade Bio, Inc. (the “Company”) entered into a master services agreement (the “MSA”) with Iterative Scopes, Inc. d/b/a Iterative Health (“IH”), pursuant to which IH has agreed to, among other things, assist the Company with the Study Enrollmen…

The filing pertains to the termination of a Phantom Unit Plan and does not involve any management changes.

The filing describes the adoption of a Phantom Unit Plan and related grants to executives and directors, which is not a management change event.

Unregistered Sales of Equity Securities The information set forth in

Entry into a Material Definitive Agreement Warrant Inducement Transaction On July 23, 2025, Palisade Bio, Inc. (the “Company”) entered into a warrant inducement agreement (the “Agreement”) with a certain accredited and institutional holder (the “Holder”) of the Company’s outstanding common stock purchase warrants originally issued on May 10, 2022, which were transferred to the Holder in July 2022 (the “July 2022 Warrants”), February 1, 2024 (the “February 2024 Warrants”), May 6, 2024 (the “Ma…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 30, 2025, Palisade Bio, Inc. (the “Company”) received notice (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing…

Entry into a Material Definitive Agreement Underwriting Agreement On December 12, 2024, Palisade Bio, Inc., a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) with Ladenburg Thalmann & Co. Inc. (the “Underwriter”), pursuant to which the Company agreed to issue and sell, in an underwritten public offering by the Company (the “Public Offering”), (a) 158,000 Class A Units at a public offering price of $1.525 per Class A Unit (the “Class…

Unregistered Sales of Equity Securities The disclosure set forth in

The excerpt is incomplete and does not provide sufficient details to determine the nature of the event.

Entry into a Material Definitive Agreement New Employment Agreement with J.D. Finley On September 25, 2024, Palisade Bio, Inc. (the “Company”) entered into a revised employment agreement (the “Employment Agreement”) with J.D. Finley, its current chief executive and chief financial officer. The material terms of the Employment Agreement are described below. The Employment Agreement does not increase Mr. Finley’s current base salary or target bonus in effect prior to entering into the Employmen…

Director — Margery Fischbein: Appointment of Margery Fischbein to the Board of Directors.

Entry into a Material Definitive Agreement. Private Placement Shares and Prefunded Warrants On May 1, 2024, Palisade Bio, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), pursuant to which the Company agreed to sell and issue, in a private placement, (i) 85,100 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”) and (ii) 530,142 prefunded warrants (the…

Unregistered Sales of Equity Securities The disclosure set forth in

Notice of Delisting or Failure to Satisfy a Continued Listing rule or Standard; Transfer of Listing. On March 22, 2024, the Company received a notice (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the audit committee requirements set forth in Nasdaq Listing Rule 5605. More specifically, as of the date of the Notice, the audit committee consists of only two (2) members, both of which are “i…

results of Operations and Financial Condition On March 26, 2024, Palisade Bio, Inc. (the “Company”) reported its financial results for the year ended December 31, 2023. A copy of the press release is attached as Exhibit 99.01 and is incorporated herein by reference. The information furnished under Items 2.02, including the accompanying Exhibit 99.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subjec…

Director — Mary Ann Gray, Ph.D.: Dr. Gray resigned from the Board of Directors.

Director — James Neal, Stephanie Diaz, Dr. Cristina Csimma, and Dr. Robert Trenschel: Four directors resigned from the board without any disagreement.