CORRESP Filing
PALISADE BIO, INC.
Date: Sept. 29, 2025 · CIK: 0001357459 · Accession: 0001493152-25-015874
AI Filing Summary & Sentiment
Reasoning
Letter
September 29, 2025
VIA EDGAR
Un i ted S t a t es S e c urit i es a nd Ex c hange Com m iss i on
Division of Corporation Finance
Office of Life Sciences
1 0 0 F Street, N.E.
Washington, D.C. 20549
Attention: Doris Stacey Gama
Alan Campbell
Re: Palisade Bio, Inc.
Draft Registration Statement on Form S-1
Submitted July 3, 2025
CIK No. 0001357459
Ladies and Gentlemen:
On behalf of Palisade Bio, Inc. (the " Company "), and in connection with the filing via EDGAR of its Registration Statement on Form S-1 (the " Registra t i o n S t ate m e n t "), this letter responds to the comment s e t forth in the letter to the Com p any dated July 14, 2025 from the sta f f of the Securities and Exchange Commission (the " Staff ").
For your convenience, we have repeated and numbered the Staff's comment from the July 14, 2025 letter in italicized print, and t he Company's response is provided below the comment.
General
1. We note you are offering units with each unit consisting of one share of common stock, one Series 1 warrant and one Series 2 warrant, and that the Series 1 warrants will be exercisable until the earlier of (i) the one year anniversary of the Initial Exercise Date and (ii) within 30 days of reporting positive clinical data from a cohort of fibrostenotic Crohn's ("FSCD") patients in your ongoing Phase 1 study. You also state on page 4 that you have already reported positive results from three cohorts (SAD, MAD, FE) of your Phase 1 study on May 27, 2025 and that you plan to initiate an additional exploratory Phase 1b cohort. With respect to the Series 1 warrants, please state which cohort(s) trigger the exercise provision, define the "positive" clinical data required and discuss whether this exercise provision could be triggered prior to the company obtaining shareholder approval for the issuance of the shares underlying the warrants.
In response to the Staff's comment, the Company respectfully advises the Staff that because of the new offering structure set forth in the Registration Statement, and more specifically because the Company is no longer offering units nor is the Company offering any Series 1 warrants or other securities consisting of any Series 1 warrants, the Company does not believe that this comment is still applicable.
[Remainder of page intentionally left blank.]
* * * * *
Securities and Exchange Commission September 29, 2025 Page 2
Please do not hesitate to contact me at (858) 436-8064 if you have any questions or would like addit i onal information regarding this m a t ter.
Very
truly yours,
GUNDERSON
DETTMER STOUGH
Show Raw Text
CORRESP
1
filename1.htm
September
29, 2025
VIA
EDGAR
Un i ted
S t a t es S e c urit i es
a nd Ex c hange Com m iss i on
Division
of Corporation Finance
Office
of Life Sciences
1 0 0
F Street, N.E.
Washington,
D.C. 20549
Attention:
Doris
Stacey Gama
Alan
Campbell
Re:
Palisade
Bio, Inc.
Draft
Registration Statement on Form S-1
Submitted
July 3, 2025
CIK
No. 0001357459
Ladies
and Gentlemen:
On
behalf of Palisade Bio, Inc. (the " Company "), and in connection with the filing via EDGAR of its Registration Statement
on Form S-1 (the " Registra t i o n
S t ate m e n t "),
this letter responds to the comment s e t forth in the letter to the Com p any
dated July 14, 2025 from the sta f f of the Securities and Exchange Commission (the " Staff ").
For
your convenience, we have repeated and numbered the Staff's comment from the July 14, 2025 letter in italicized print, and t he
Company's response is provided below the comment.
General
1.
We
note you are offering units with each unit consisting of one share of common stock, one Series 1 warrant and one Series 2 warrant,
and that the Series 1 warrants will be exercisable until the earlier of (i) the one year anniversary of the Initial Exercise Date
and (ii) within 30 days of reporting positive clinical data from a cohort of fibrostenotic Crohn's ("FSCD") patients
in your ongoing Phase 1 study. You also state on page 4 that you have already reported positive results from three cohorts (SAD,
MAD, FE) of your Phase 1 study on May 27, 2025 and that you plan to initiate an additional exploratory Phase 1b cohort. With respect
to the Series 1 warrants, please state which cohort(s) trigger the exercise provision, define the "positive" clinical
data required and discuss whether this exercise provision could be triggered prior to the company obtaining shareholder approval
for the issuance of the shares underlying the warrants.
In
response to the Staff's comment, the Company respectfully advises the Staff that because of the new offering structure set forth
in the Registration Statement, and more specifically because the Company is no longer offering units nor is the Company offering any
Series 1 warrants or other securities consisting of any Series 1 warrants, the Company does not believe that this comment is still applicable.
[Remainder
of page intentionally left blank.]
*
* * * *
Securities and Exchange Commission September
29, 2025 Page 2
Please
do not hesitate to contact me at (858) 436-8064 if you have any questions or would like addit i onal
information regarding this m a t ter.
Very
truly yours,
GUNDERSON
DETTMER STOUGH
VILLENEUVE
FRANKLIN & HACHIGIAN, LLP
/s/
Jeffrey C. Thacker
cc:
JD
Finley
Palisade
Bio, Inc.
Ryan
J. Gunderson
Gunderson Dettmer Stough Villeneuve Franklin & Hachigian, LLP