Proxy Results, Amendments to Bylaws (Form 8-K)

As reported below under Item 5.07, Palisade Bio, Inc. (the "Company") held the Special Meeting (as defined below) on December 3, 2025, at which the Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 280,000,000 shares to 300,000,000 shares.

On December 3, 2025, the Company filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation (the "Amendment") with the Secretary of State of the State of Delaware to increase the number of authorized shares of common stock from 280,000,000 shares to 300,000,000 shares. The Amendment became effective upon filing.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

Special Meeting of Stockholders

On December 3, 2025, the Company held a special meeting of stockholders (the "Special Meeting"). As of October 17, 2025, the record date for the Special Meeting ("Record Date"), 148,964,572 shares of the Company's common stock were outstanding and entitled to vote at the Special Meeting. A summary of the matters voted upon by the stockholders at the Special Meeting is set forth below.

A total of 127,404,008 shares of the Company's common stock were present in person or by proxy at the Special Meeting, which represented approximately 85.53% of the shares of the Company's common stock outstanding as of the Record Date, and constituted a quorum.

Proposal 1.

Warrant Exercise Proposal.

The Company's stockholders approved, pursuant to Nasdaq Listing Rule 5635(d), the issuance of up to 8,637,810 shares of the Company's common stock underlying certain warrants issued by the Company pursuant to the terms of that certain warrant inducement agreement dated as of July 23, 2025, which is equal to or in excess of 20% of the Company's common stock outstanding prior to the issuance of such warrants. The final voting results were as follows:

Proposal 2.

Approval of an Amendment to the Amended and Restated Certificate of Incorporation to Increase the Number of Authorized Shares of Common Stock.

The Company's stockholders approved an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 280,000,000 to 300,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 287,000,000 to 307,000,000). The final voting results were as follows:

Proposal 3.

Adjournment Proposal.

The Company's stockholders approved a proposal to adjourn the Special Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of any of the foregoing proposals. The final voting results were as follows: