{"url_path":"/sec/pali/8-k/2026-06-11/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 **","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-11","source_url":"https://www.sec.gov/Archives/edgar/data/1357459/0001493152-26-028322-index.html","accession_number":"0001493152-26-028322","cik":"0001357459","ticker":"PALI","issuer_name":"PALISADE BIO, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1357459/0001493152-26-028322-index.html","primary_entity_key":"0001357459","primary_entity_name":"PALISADE BIO, INC."},"word_count":466,"has_tables":true,"body_markdown":"**Item\n5.02**\n**Departure\nof Director or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain\nOfficers**\n\n \n\n*Appointment\nof Jordan Zwick to Board of Directors*\n\n \n\nOn\nJune 10, 2026 (the “Effective Date”), the Board of Directors (the “Board”) of Palisade Bio, Inc. (the “Company”)\nexpanded the size of the Board from five to six directors and appointed Jordan Zwick to the Board. Mr. Zwick will serve until the Company’s\n2027 annual meeting of stockholders or until such time as his successor is duly elected and qualified or until his earlier death, resignation\nor removal. Further, the Board appointed Mr. Zwick to serve as a member of the Audit Committee of the Board. The Board has determined\nthat Mr. Zwick is independent under the listing standards of the Nasdaq Stock Market and the rules and regulations of the Securities\nand Exchange Commission (the “SEC”). The Board also determined that Mr. Zwick satisfied all independence requirements to\nserve on the Audit Committee.\n\n \n\nThere\nare no arrangements or understandings between Mr. Zwick and any other person pursuant to which Mr. Zwick was elected as a director, and\nthere are no transactions between Mr. Zwick and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition,\nthe Company has entered into an indemnification agreement with Mr. Zwick in connection with his appointment to the Board, which is in\nsubstantially the same form as that entered into with the other directors of the Company.\n\n \n\nAs\na non-employee director, Mr. Zwick will receive cash and equity compensation paid by the Company pursuant to its non-employee director\ncompensation policy, as amended, as described in the Company’s definitive proxy statement filed with the SEC on April 29, 2026\n(the “Proxy Statement”), the description of which is incorporated herein by reference, which includes an initial grant of\nrestricted stock units with a grant value of $566,000. The restricted stock units will vest in three equal annual installments over a\nthree-year period.\n\n \n\n*Amended\nand Restated Palisade Bio, Inc. 2021 Equity Incentive Plan and Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan*\n\n \n\nAt\nthe Annual Meeting (as defined below in Item 5.07), the Company’s stockholders approved both (i) the Amended and Restated Palisade\nBio, Inc. 2021 Equity Incentive Plan (“A&R Incentive Plan”) and (ii) the Amended and Restated Palisade Bio, Inc. 2021\nEmployee Stock Purchase Plan (“A&R ESPP”).\n\n \n\nA\ndescription of each of the A&R Incentive Plan and the A&R ESPP was set forth in Proposal 4 and Proposal 5, respectively, of the\nProxy Statement for the Annual Meeting and is qualified in its entirety by reference to the full text of the A&R Incentive Plan and\nthe A&R ESPP, copies of which are attached hereto as Exhibits 10.2 and 10.3, respectively, and incorporated herein by reference."}