Frequently Asked Questions
Palisade Bio was initially founded on September 6, 2011, as Leading BioSciences, Inc. In April of 2021, Leading BioSciences completed a reverse merger with Seneca Biopharma, Inc. and changed the name of the combined entity to Palisade Bio, Inc.
Palisade Bio is listed on the Nasdaq and trades under the ticker symbol PALI.
Shares can be purchased through any registered broker. Palisade Bio does not have a direct stock purchase plan.
Palisade Bio’s fiscal year end is December 31.
American Stock Transfer & Trust Company, LLC.
6201 15th Ave,
Brooklyn, NY 11219
Please contact our transfer agent, American Stock Transfer and Trust Company. They will provide you instructions on how to have a replacement certificate issued.
Our independent auditor is Baker Tilly US, LLP
Silvestre Law Group, P.C.
2629 Townsgate Rd., Suite 215
Westlake Village, CA 91362
For Seneca Legacy Shareholders:
You still own your Seneca Biopharma shares. At the time of the merger the company changed its name to Palisade Bio and the ticker symbol changed from SNCA to PALI. This happened automatically and no additional action was needed on your part.
The term contingent value right or CVR refers to a right often granted to shareholders of a company facing restructuring or a buyout. These rights ensure that the shareholders get certain benefits if a specific event occurs, usually within a specified time frame.
As part of the merger, Seneca Biopharma’s shareholders immediately prior to the effective date of the merger (the “CVR Holders”), received one CVR for each share of common stock they held.
The CVR is non-transferable, so a market does not exist. Accordingly, a value cannot be derived for it via a stock quote. Additionally, the proceeds you will receive from the CVR, if any, is dependent on the aggregate amount received by Palisade related to the sale of the Seneca Legacy Technology (as described below). As a result, for purposes of your account, the CVR has no intrinsic value.
The CVR entitles the CVR Holders to receive certain net proceeds, if any, derived from the sale or license of all or any part of the intellectual property owned, licensed or controlled by Seneca Biopharma that was necessary for the operation of Seneca’s business as of the effective time (the “Seneca Legacy Technology”), during the period beginning at the effective time and ending on the date that is 18 months thereafter (a “Legacy Monetization”). With regard to a Legacy Monetization, each CVR will receive a pro rata portion of 80 percent of the net proceeds, if any, from the Legacy Monetization’s.
Yes, CVR payments will only be made if the amount owed to the CVR Holders is more than $500,000. If the amount is less than $500,000, such amount, less any costs or expenses incurred with regard to Legacy Monetizations, will be added to subsequent payment until: (i) the aggregate amount will be at least $500,000 or (ii) the final payment prior the termination of the CVR, provided however, that no payment will be made with respect to an amount that is less than $300,000.
Yes, the CVR expires 48 months after the effective time. After the expiration of the CVR, no additional payments will be made to any CVR Holder.
The exercise of the purchase option for NSI-189 resulted in gross proceeds to Palisade of $400,000. As this amount was less than the minimum disbursement amount of $500,000, no disbursement was made. The funds received from the sale were deposited into a CVR escrow account. Those funds will be used to pay any costs associated and expenses associated with the sale of NSI-189, NSI-566 and CVR.
As part of the purchase agreement, Palisade is entitled to certain milestone payments, if achieved. If such payments are made and the conditions regarding receiving CVR payments, as described above are met, those funds will then be distributed to the CVR Holders.
The CVR is non-transferable, so a market does not exist. Accordingly, a value cannot be derived for it via a stock quote. Additionally, the proceeds you will receive from the CVR, if any, is dependent on the aggregate amount received by Palisade related to the sale of the Seneca Legacy Technology (as described below). As a result, for purposes of your account, the CVR has no intrinsic value and as such cannot be traded or sold. According to Section 2.10 of the CVR Agreement, you can “return” the CVR for no value.
You may at any time and at your option, abandon or give back to the Company all of your rights in the CVR. In such instance, you would transfer all or a portion of your CVR back to the Company and the Company would cancel it. Please be aware that you will not receive any payment in exchange for abandoning or giving back your CVR. Further, once you abandon or give back your CVR, you will not be able to reacquire the CVR and you will not be entitled to future payments, if any, made to CVR holders.