Palisade Bio Inc 2024年度报告

Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.YES☐NO☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.YES☐NO☒Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.YES☒NO☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. Large accelerated filer☐Non-accelerated filer☒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 revisedfinancial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its auditreport.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YES☐NO☒The aggregate market value of the common stock held by non-affiliates of the registrant, based on the closing price of a share of the registrant’s common stock on June 30, 2024as reported by the Nasdaq Capital Market on such date, was approximately $4.3million. Shares of common stock held by each executive officer anddirector and by each other person who may be deemed to be an affiliate of the registrant, have been excluded from this computation. The determination of affiliatestatus for this purpose is not necessarily a conclusive determination for other purposes.As of March 19, 2025, the registranthad4,396,646shares of common stock, $0.01 par value per share, outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. Table of Contents PART I Cautionary Note Regarding Forward-Looking Statements and Risk Factor Summary1Item 1.Business4Item 1A.Risk Factors31Item 1B.Unresolved Staff Comments50Item 1C.Cybersecurity50Item 2.Properties50Item 3.Legal Proceedings51Item 4.Mine Safety Disclosures51 PART IIItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities52Item 6.[Reserved]52Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations53Item 7A.Quantitative and Qualitative Disclosures About Market Risk62Item 8.Financial Statements and Supplementary Data63Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure95Item 9A.Controls and Procedures95Item 9B.Other Information96Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections96 PART IIIItem 10. Directors, Executive Officers and Corporate Governance97Item 11.Executive Compensation105Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters115Item 13.Certain Relationships and Related Transactions, and Director Independence117Item 14.Principal Accounting Fees and Services120 PART IV Item 15.Exhibits, Financial Statement Schedules122Item 16.Form 10-K Summary129 Cautionary Note RegardingForward-Looking Statementsand Risk Factor Summary This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results ofOperations,” contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,(the "Securities Act"), and Sectio