Palisade Bio Announces $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under Nasdaq Rules

On December 30, 2022 Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, reported that it has entered into definitive agreements with institutional investors for the purchase of 1,052,631 shares of common stock (or certain pre-funded warrants in lieu thereof) in a registered direct offering and concurrent private placement, at a purchase price per common share of $2.375 (Press release, Palisade Bio, DEC 30, 2022, View Source [SID1234625873]). Certain investors will receive unregistered pre-funded warrants in the private placement in lieu of common stock, subject to beneficial ownership limitations. The company has also agreed to issue to the investors, in the private placement, unregistered warrants to purchase up to 1,052,631 shares of common stock (the "Common Warrants"). These Common Warrants will have a term of five (5) years and an exercise price of $2.375 per share. Accordingly, the company entered into agreements to sell (i) an aggregate of 513,842 shares of registered common stock and pre-funded warrants to purchase common stock, (ii) pre-funded warrants that are not registered to purchase an aggregate of 538,789 shares of common stock, and (iii) 1,052,631 unregistered Common Warrants. The closing of the offering is expected to take place on or about January 4, 2022, subject to the satisfaction of customary closing conditions.

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Ladenburg Thalmann & Co. Inc. is acting as the exclusive placement agent for the registered direct and private placement offerings.

Palisade Bio intends to use the net proceeds from the financing for working capital and general corporate purposes.

The shares of common stock (and registered pre-funded warrants in lieu thereof) (but not the unregistered pre-funded warrants, nor the Common Warrants or the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) offered in the registered direct offering are being offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (Registration No. 333-263705), including a base prospectus, previously filed with and declared effective by the Securities and Exchange Commission ("SEC") on April 26, 2022. The offering of the shares of common stock (and registered pre-funded warrants in lieu thereof) in the registered direct transaction are being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and an accompanying base prospectus relating to the registered direct offering will be filed with the SEC and will be available on the SEC’s website located at View Source Electronic copies of the prospectus supplement and accompanying base prospectus may also be obtained, when available, by contacting Ladenburg Thalmann & Co. Inc. at Attn: Prospectus Department, 640 Fifth Avenue, 4th Floor, New York, NY 10019 or by e-mail at [email protected]

The unregistered pre-funded warrants, the Common Warrants (and the shares of common stock underlying such unregistered pre-funded warrants and Common Warrants) are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act") and/or Regulation D promulgated thereunder, and such securities have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. Palisade Bio has agreed to file a registration statement with the SEC registering the resale of the shares of common stock issuable upon the exercise of the unregistered pre-funded warrants and Common Warrants.

Entry into a Material Definitive Agreement

On December 30, 2022, Cellectar Biosciences, Inc. (the "Company") reported to have entered into an Amended Agreement of Lease (the "Amended Lease"), with CAMPUS 100 LLC (the "Landlord") (Filing, 8-K, Cellectar Biosciences, JAN 4, 2023, View Source [SID1234625794]).

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Under the Amended Lease, the Company will continue to lease 3,983 square feet of rentable area on the second floor of a building located at 100 Campus Drive in Florham Park, New Jersey, commencing on March 1, 2023 (the "New Commencement Date") until April 30, 2029 (the "New Expiration Date). The Company also has an option to extend the term of the Amended Lease for one additional 60-month period.

Under the terms of the Amended Lease, the Company’s previously paid security deposit of $75,000 will be reduced to $23,566 and the aggregate rent due over the term of the Amended Lease is approximately $918,000, which will be reduced to approximately $893,000 after certain rent abatements. The Company will also be required to pay its proportionate share of certain operating expenses and real estate taxes applicable to the leased premises.

The foregoing description of Amended Lease does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Lease, which will be filed as an exhibit to the Company’s Annual Report on Form 10-K.

6-K – Report of foreign issuer [Rules 13a-16 and 15d-16]

On December 30, 2022 4D pharma plc (AIM: DDDD) (in administration), a pharmaceutical company leading the development of Live Biotherapeutic products (LBPs), a novel class of drug derived from the microbiome, reported an update on developments since the announcement of the suspension of its shares from trading on the AIM market of the London Stock Exchange and the appointment of David Pike and James Clark of Interpath Advisory as joint administrators (the "Joint Administrators") on 24 June 2022 (Press release, 4d Pharma, DEC 30, 2022, View Source [SID1234625715]).

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The Joint Administrators are working with the Company’s advisers on proposals to rescue 4D pharma, exit administration and return the Company to the control of its directors, with the intention of lifting the suspension and restoring trading in the Company’s ordinary shares.

To that end, a circular is today being posted to the Company’s shareholders which contains a notice of General Meeting to be held on 16 January 2023. The relevant sections of the circular are set out in full below and a copy of the circular will be made available on the Company’s website in due course (View Source).

CAN-FITE ANNOUNCES ADS RATIO CHANGE

On December 30, 2022 Can-Fite BioPharma Ltd. (NYSE American: CANF) (TASE: CANF), a biotechnology company advancing a pipeline of proprietary small molecule drugs that address inflammatory, cancer and liver diseases, reported that the Company will change the ratio of its American Depositary Shares (ADSs) to ordinary shares from one (1) ADS representing thirty (30) ordinary shares to a new ratio of one (1) ADS representing three hundred (300) ordinary shares (Press release, Can-Fite BioPharma, DEC 30, 2022, View Source [SID1234625692]). The ratio change will be effective on January 9, 2023.

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For ADS holders, the ratio change will have the same effect as a one-for-ten reverse ADS split. On the effective date, each ADS holder will be required to exchange every ten (10) ADSs then held for one (1) new ADS. The Bank of New York Mellon, the depositary bank, will arrange for the exchange of the current ADSs for the new ones. There is no change to the Company’s underlying ordinary shares, and the Company’s ADSs will continue to trade on the NYSE American under the symbol "CANF".

No fractional new ADSs will be issued in connection with the change in the ADS ratio. Instead, fractional entitlements to new ADSs will be aggregated and sold by the depositary bank and the net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the depositary bank.

As a result of the change in the ADS ratio, the ADS price is expected to increase proportionally, although the Company can give no assurance that the ADS price after the change in the ADS ratio will be equal to or greater than ten times the ADS price before the change.

MOLECULAR PARTNERS TO PRESENT AT 41ST ANNUAL JP MORGAN HEALTHCARE CONFERENCE AND SWISS INVESTOR CONFERENCES

Molecular Partners AG (SIX: MOLN; NASDAQ: MOLN), a clinical-stage biotech company developing a new class of custom-built protein drugs known as DARPin therapeutics, reported that its Chief Executive Officer, Patrick Amstutz, Ph.D., will participate in the 41st annual JP Morgan Healthcare Conference in San Francisco, CA (Press release, Molecular Partners, DEC 30, 2022, View Source [SID1234625691]). In addition, members of Molecular Partners management will participate in several upcoming investor events in Switzerland during January 2023.

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Conference Presentation Details:

JP Morgan 41st Annual Healthcare Conference

Wednesday, January 11, 2023, at 10:30 am ET (4:30 pm CET)
Baader Helvea Swiss Equities Conference

Thursday, January 12, 2023, at 10:00 am ET (4:00 pm CET)
Conference Participation Details:

The Octavian Seminar 2023

Friday, January 13, 2023
All webcasted presentations will be made available on the Molecular Partners website.