PALI / Palisade Bio, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 PALISADE BIO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2025 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission Fi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

As filed with the Securities and Exchange Commission on August 15, 2025

As filed with the Securities and Exchange Commission on August 15, 2025 Registration Statement No.

Calculation of Fling Fee Tables Form S-3 (Form Type) Palisade Bio, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Fees Previously Paid

Exhibit 107 Calculation of Fling Fee Tables Form S-3 (Form Type) Palisade Bio, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Form of New Warrant

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 PALISADE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 23, 2025 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission File N

Palisade Bio Announces Exercise of Previously Issued Warrants for $3.9 Million

Exhibit 99.1 Palisade Bio Announces Exercise of Previously Issued Warrants for $3.9 Million Carlsbad, CA – July 23, 2025 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade” or the “Company”), a clinical-stage biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, today announced an agreement between the

Form of Warrant Inducement Agreement

Exhibit 10.1 PALISADE BIO, INC. July 24, 2025 Holder of Common Stock Purchase Warrants originally issued on May 6, 2024, December 13, 2024, February 1, 2024 and May 10, 2022 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Palisade Bio (the “Company”) is pleased to offer to you the opportunity to exercise all of the (i) Common Stock Purchase Warrants issued on May 6, 20

Form of Placement Agent Warrant

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

Palisade Bio Appoints Emil Chuang, MB BS FRACP to its Board of Directors Veteran clinical leader with successful track record and experience to help guide the Company’s clinical strategy in Fibrostenotic Crohn’s Disease and Ulcerative Colitis

Exhibit 99.2 Palisade Bio Appoints Emil Chuang, MB BS FRACP to its Board of Directors Veteran clinical leader with successful track record and experience to help guide the Company’s clinical strategy in Fibrostenotic Crohn’s Disease and Ulcerative Colitis Carlsbad, CA, July 9, 2025 — Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade”, “Palisade Bio”, or the “Company”), a clinical-stage biopharmaceutica

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 2, 2025 PALISADE BIO, INC. (Exact name of registrant as specified in its charter) Delaware 001-33672 52-2007292 (State or other jurisdiction (Commission (IRS Employer of incorpor

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 June 11, 2025 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549 Re: Palisade Bio, Inc. Withdrawal of Registration Statement on Form S-1 File No. 333-287578 Ladies and Gentlemen: Palisade Bio, Inc. (the “Company”) hereby requests, purs

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on May 27, 2025.

As filed with the Securities and Exchange Commission on May 27, 2025. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact Name of Registrant as Specified in Its Charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation or Organization) (Primary

Form of Pre-Funded Warrant

Exhibit 4.01 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2025 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Underwriting Agreement.

Exhibit 1.1 [] SHARES of Common Stock and [] PRE-FUNDED Warrants TO PURCHASE UP TO [] SHARES OF COMMON STOCK of PALISADE BIO, INC. UNDERWRITING AGREEMENT [], 2025 Kingswood Capital Partners, LLC As the Representative of the Several underwriters, if any, named in Schedule I hereto 126 E 56th Street, Suite 22S New York, New York 10022 Ladies and Gentlemen: The undersigned, Palisade Bio, Inc., Delawa

Form of Underwriter Warrant

Exhibit 4.02 UNDERWRITER COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Issue Date: [], 2025 THIS UNDERWRITER COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after []1 (the “Initial

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE

As confidentially submitted to the Securities and Exchange Commission on May 5, 2025. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains strictly confidential.

As confidentially submitted to the Securities and Exchange Commission on May 5, 2025.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 29, 2025 PALISADE BIO, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33672 PALISADE BIO, I

PALISADE BIO, INC. 2,250,000 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 DATED December 17, 2024 (To Prospectus dated May 2, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-263709 PALISADE BIO, INC. 2,250,000 shares of Common Stock This prospectus supplement (“Supplement”) modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus (“Prospectus”), dated May 22, 20

PALISADE BIO, INC. 1,575,019 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 DATED December 17, 2024 (To Prospectus dated May 17, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-279222 PALISADE BIO, INC. 1,575,019 shares of Common Stock This prospectus supplement (“Supplement”) modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus (“Prospectus”), dated May 17, 2

PALISADE BIO, INC. 3,627,623 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 DATED December 17, 2024 (To Prospectus dated April 5, 2024) Filed Pursuant to Rule 424(b)(3) Registration No. 333-278389 PALISADE BIO, INC. 3,627,623 shares of Common Stock This prospectus supplement (“Supplement”) modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus (“Prospectus”), dated April 5,

Form of Warrant Agency Agreement by and between Palisade Bio, Inc. and Equiniti Trust Company LLC

Exhibit 4.03 PALISADE BIO, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of December 12, 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of December 12, 2024 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a re

Palisade Bio Announces Pricing of $5 Million Underwritten Public Offering Priced At-Market Under Nasdaq Rules

Exhibit 99.01 CONFIDENTIAL DRAFT NOT FOR IMMEDIATE RELEASE Palisade Bio Announces Pricing of $5 Million Underwritten Public Offering Priced At-Market Under Nasdaq Rules Carlsbad, CA – December 12, 2024 – Palisade Bio, Inc, (Nasdaq: PALI) (“Palisade,” “Palisade Bio” or the “Company”), a clinical-stage biopharmaceutical company focused on developing novel therapeutics for autoimmune, inflammatory, a

Form of Prefunded Warrant

Exhibit 4.01 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: December 13, 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Five-Year Common Stock Purchase Warrant

Exhibit 4.02 COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: December 13, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2024 (December 12, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpora

Form of Underwriting Agreement by and between Palisade Bio, Inc. and Ladenburg Thalmann & Co. Inc.

Exhibit 1.01 158,000 SHARES of Common Stock, 3,120,688 PRE-FUNDED Warrants TO PURCHASE UP TO 3,120,688 SHARES OF COMMON STOCK and 3,278,688 COMMON Warrants TO PURCHASE UP TO 3,278,688 SHARES OF COMMON STOCK of PALISADE BIO, INC. UNDERWRITING AGREEMENT December 12, 2024 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 Fifth Aven

Form of Amendment to Existing Warrants (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on December 16, 2024).

Exhibit 10.01 December 12, 2024 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on Form S-1 (File No. 333-282883) on or about the date hereof (the “Offering”) by Palisade Bio, Inc. (the “Company”) of its common stock, par value $0.01 per share (“Common Stock”), and/or other securities of the Company (collectively, the “Securities”). This letter confirms tha

Palisade Bio Announces Closing of $5 Million Underwritten Public Offering Priced At-Market Under Nasdaq Rules

Exhibit 99.02 CONFIDENTIAL DRAFT NOT FOR IMMEDIATE RELEASE Palisade Bio Announces Closing of $5 Million Underwritten Public Offering Priced At-Market Under Nasdaq Rules Carlsbad, CA – December 13, 2024 – Palisade Bio, Inc, (Nasdaq: PALI) (“Palisade,” “Palisade Bio” or the “Company”), a clinical-stage biopharmaceutical company focused on developing novel therapeutics for autoimmune, inflammatory, a

158,000 Class A Units with each Unit consisting of (i) one (1) Share of Common Stock and (ii) one (1) Common Warrant to purchase one (1) Share of Common Stock 3,120,688 Class B Units with each Unit consisting of (i) one (1) Pre-Funded Warrant to Purc

Filed Pursuant to Rule 424(b)(5) Registration No. 333-282883 PROSPECTUS 158,000 Class A Units with each Unit consisting of (i) one (1) Share of Common Stock and (ii) one (1) Common Warrant to purchase one (1) Share of Common Stock 3,120,688 Class B Units with each Unit consisting of (i) one (1) Pre-Funded Warrant to Purchase one (1) Share of Common Stock and (ii) one (1) Common Warrant to purchase

Consent of Silvestre Law Group, P.C. (included in Exhibit 5.01).

Exhibit 10.50 December [], 2024 Re: Amendment to Existing Warrants Dear Holder: Reference is hereby made to the offering on Form S-1 (File No. 333-282883) on or about the date hereof (the “Offering”) by Palisade Bio, Inc. (the “Company”) of its common stock, par value $0.01 per share (“Common Stock”), and/or other securities of the Company (collectively, the “Securities”). This letter confirms tha

As filed with the Securities and Exchange Commission on December 13, 2024.

POS AM 1 formposam.htm As filed with the Securities and Exchange Commission on December 13, 2024. Registration No. 333-282883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (Sta

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 December 12, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Palisade Bio, Inc. Registration Statement on Form S-1 (Registration No. 333-282883) Concurrence in Acceleration Request Ladies and Gentlemen: Ladenburg Thalmann & Co. Inc. (

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 December 12, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-1 Originally Filed: October 30, 2024, as amended File No.: 333-282883 Ladies and Gentl

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 December 11, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Palisade Bio, Inc. Registration Statement on Form S-1 (Registration No. 333-282883) Withdrawal of Concurrence in Acceleration Request Ladies and Gentlemen: Reference is made

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 December 11, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: Palisade Bio, Inc. (the “Company”) Withdrawal of Acceleration Request – Registration Statement on Form S-1 Originally Filed: October 30, 2024, as amended

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019

Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 December 10, 2024 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Re: Palisade Bio, Inc. Registration Statement on Form S-1 (Registration No. 333-282883) Concurrence in Acceleration Request Ladies and Gentlemen: Ladenburg Thalmann & Co. Inc. (

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 December 10, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Daniel Crawford Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-1 Originally Filed: October 30, 2024, as amended File No.: 333-282883 Ladies and Gentl

Opinion of Silvestre Law Group, P.C.

Exhibit 5.01 SILVESTRE LAW GROUP, P.C. 2629 Townsgate Road, Suite 215 Westlake Village, CA 91361 (818) 597-7552 Fax (805) 553-9783 December 9, 2024 Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 Ladies and Gentlemen: We have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the “Company”), in connection with the filing of a Registration Statement on Form S-1, as

Form of Prefunded Common Stock Warrant.

Exhibit 4.48 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Form of Representative Warrant.

Exhibit 4.49 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

As filed with the Securities and Exchange Commission on December 9, 2024.

As filed with the Securities and Exchange Commission on December 9, 2024. Registration No. 333-282883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporati

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

Form of Underwriting Agreement.

Exhibit 1.01 [] SHARES of Common Stock, [] PRE-FUNDED Warrants TO PURCHASE UP TO [] SHARES OF COMMON STOCK and [] COMMON Warrants TO PURCHASE UP TO [] SHARES OF COMMON STOCK of PALISADE BIO, INC. UNDERWRITING AGREEMENT [], 2024 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 Fifth Avenue, 4th Floor New York, New York 10019 Lad

Form of Warrant Agency Agreement.

Exhibit 4.50 PALISDE BIO, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of [], 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2024 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a registered offering b

Form of Common Stock Warrant.

Exhibit 4.51 COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial

Form of Representative Warrant

Exhibit 4.49 REPRESENTATIVE COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS REPRESENTATIVE COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

Form of Prefunded Common Stock Warrant

Exhibit 4.48 PRE-FUNDED COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: [] Initial Exercise Date: [], 2024 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on December 5, 2024.

As filed with the Securities and Exchange Commission on December 5, 2024. Registration No. 333-282883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporati

Form of Underwriting Agreement.

Exhibit 1.1 [] SHARES of Common Stock and [] Warrants TO PURCHASE UP TO [] SHARES OF COMMON STOCK of PALISADE BIO, INC. UNDERWRITING AGREEMENT [], 2024 Ladenburg Thalmann & Co. Inc. As the Representative of the Several underwriters, if any, named in Schedule I hereto 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: The undersigned, Palisade Bio, Inc., Delaware corporation

Form of Warrant Agency Agreement

Exhibit 4.50 PALISDE BIO, INC. and EQUINITI TRUST COMPANY, LLC as Warrant Agent Warrant Agency Agreement Dated as of [], 2024 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of [], 2024 (“Agreement”), between Palisade Bio, Inc., a Delaware corporation (the “Company”), and Equiniti Trust Company, LLC (the “Warrant Agent”). W I T N E S S E T H WHEREAS, pursuant to a registered offering b

FWP

As filed with the Securities and Exchange Commission on November 21, 2024.

As filed with the Securities and Exchange Commission on November 21, 2024. Registration No. 333-282883 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporat

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

PALI / Palisade Bio, Inc. / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-pali093024.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PALISADE BIO, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 696389402 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALIS

As filed with the Securities and Exchange Commission on October 30, 2024.

As filed with the Securities and Exchange Commission on October 30, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation or Organization) (Prim

Registrant’s Insider Trading Policy (Incorporated by reference to Exhibit 19.01 to the Registrant’s Current Report on Form S-1, filed with the SEC on October 30, 2024).

Exhibit 19.01

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

Form of Employment Agreement with J.D. Finley, dated September 25, 2024 (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 27, 2024).

Exhibit 10.01 PALISADE BIO, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into as of September 25, 2024 (the “Effective Date”), by and between J.D. Finley (“Executive”) and Palisade Bio, Inc. (the “Company”). Now, Therefore, in consideration of the mutual promises and covenants contained herein and for other good and valuable consider

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2024 (September 25, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE B

Amendment to Research Collaboration and License Agreement with Giiant Pharma, Inc. dated August 2, 2024 (Incorporated by reference to Exhibit 10.48 to the Registrant’s Quarterly Report on Form 10-Q filed with the SEC on August 12, 2024).

Exhibit 10.48 FIRST AMENDMENT TO RESEARCH COLLABORATION AND LICENSE AGREEMENT This First Amendment to the Research Collaboration and License Agreement (this “Amendment”), dated as of August 2, 2024 is entered into by and among Palisade Bio, Inc., a Delaware corporation (“Palisade” or “Licensee”) and Giiant Pharma, Inc., a Canadian federal corporation (“Giiant” or “Licensor”). Each of Licensor and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 (July 8, 2024) PALIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 8, 2024 (July 8, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

1,575,019 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-279222 PROSPECTUS 1,575,019 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 1,575,019 shares of our common stock and common stock underlying warrants issued pursuant to a private placement of our securities on May 6, 2024 (the “May 2024 Offerin

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 May 15, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jason Drory Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-3 Originally Filed: May 8, 2024 File No.: 333-279222 Ladies and Gentlemen: Pursuant to Rule 461

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE

Palisade Bio Appoints Margery Fischbein to its Board of Directors Wall Street and biotech industry veteran with expertise across corporate finance, business development, M&A, licensing, and strategic alliance transactions, globally

Exhibit 99.01 Palisade Bio Appoints Margery Fischbein to its Board of Directors Wall Street and biotech industry veteran with expertise across corporate finance, business development, M&A, licensing, and strategic alliance transactions, globally Carlsbad, CA – May 7, 2024 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade”, “Palisade Bio” or the “Company”), a biopharmaceutical company focused on devel

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 (May 7, 2024) PALISA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 10, 2024 (May 7, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Comm

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on May 8, 2024

As filed with the Securities and Exchange Commission on May 8, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 (May 1, 2024) PALISAD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 3, 2024 (May 1, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commi

Form of Common Stock Warrant issued in May 2024 Private Placement (Incorporated by reference to Exhibit 4.02 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

Exhibit 4.02 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Registration Right Agreement entered into Pursuant to the May 2024 Private Placement (Incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 3, 2024).

Exhibit 10.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of May 1, 2024, between Palisades Bio, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agre

Form of Placement Agent Warrant issued in May 2024 Private Placement (Incorporated by reference to Exhibit 4.03 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

Exhibit 4.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Prefunded Common Stock Warrant issued in May 2024 Private Placement (Incorporated by reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 3, 2024).

Exhibit 4.01 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Placement Agency Agreement entered into Pursuant to the May 2024 Private Placement (Incorporated by reference to Exhibit 10.03 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 3, 2024.

Exhibit 10.03 PLACEMENT AGENCY AGREEMENT May 1, 2024 Ladenburg Thalmann & Co. Inc 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Palisade Bio, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $3,999,995.86 of unregistered securities (the “Securities”) of

Form of Securities Purchase Agreement entered into pursuant to the May 2024 Private Placement (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on May 3, 2024).

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2024, between Palisade Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditions set f

Palisade Bio Announces $4 Million Private Placement Priced At-The- Market Under Nasdaq Rules

Exhibit 99.01 Palisade Bio Announces $4 Million Private Placement Priced At-The- Market Under Nasdaq Rules Carlsbad, CA – May 2, 2024 – Palisade Bio, Inc. (Nasdaq: PALI), a biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, is announcing today that it has entered into a definitive agreement with

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 PALISADE BIO, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 10, 2024 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission File

Palisade Bio Presents Development Overview of PALI-2108 at the IBD Innovate: Product Development for Crohn’s & Colitis™ – PALI-2108 in development for the treatment of moderate-to-severe ulcerative colitis (UC) advancing towards Phase 1 clinical stud

Exhibit 99.01 Palisade Bio Presents Development Overview of PALI-2108 at the IBD Innovate: Product Development for Crohn’s & Colitis™ – PALI-2108 in development for the treatment of moderate-to-severe ulcerative colitis (UC) advancing towards Phase 1 clinical study before year end Carlsbad, CA – April 10, 2024 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade”, “Palisade Bio” or the “Company”), a bio

Presentation Slides

Exhibit 99.02

Palisade Bio Announces 1-for-15 Reverse Stock Split

Exhibit 99.01 Palisade Bio Announces 1-for-15 Reverse Stock Split Carlsbad, CA – April 3, 2024 — Palisade Bio, Inc. (Nasdaq: PALI), (“Palisade”, “Palisade Bio” or the “Company”), a biopharmaceutical company focused on developing and advancing novel therapeutics for patients living with autoimmune, inflammatory, and fibrotic diseases, today announced a 1-for-15 reverse split of its common stock, pa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5 2024 (April 2, 2024) PALI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5 2024 (April 2, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Co

Amendment to the Amended and Restated Certificate of Incorporation of Palisade Bio, Inc. effective April 5, 2024 (Incorporated by reference to Exhibit 3.01(i) to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2024).

Exhibit 3.01(i) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PALISADE BIO, INC. Palisade Bio, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that: First: The name of the Company is PALISADE BIO, INC. Second: The date of filing of the Company’s original c

3,627,623 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-278389 PROSPECTUS 3,627,623 shares of Common Stock This prospectus covers the offer and resale by the selling stockholders identified in this prospectus of up to an aggregate of 3,627,623 shares of our common stock issuable upon the exercise of common stock purchase warrants, or the February 2024 Warrants. We issued the February 2024 Warrants t

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 April 3, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Tamika Sheppard Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-3 Originally Filed: March 29, 2024 File No.: 333-278389 Ladies and Gentlemen: Pursuant to

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Fling Fee Tables Form S-3 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on March 29, 2024

As filed with the Securities and Exchange Commission on March 29, 2024 Registration Statement No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 (March 22, 2024) P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 27, 2024 (March 22, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation)

Palisade Bio Reports Year End 2023 Financial Results and Provides Corporate Update – Rapid advancement of PALI-2108 towards Phase 1 clinical study for the treatment of moderate-to-severe ulcerative colitis; On track to commence Phase 1 before year en

Exhibit 99.01 Palisade Bio Reports Year End 2023 Financial Results and Provides Corporate Update – Rapid advancement of PALI-2108 towards Phase 1 clinical study for the treatment of moderate-to-severe ulcerative colitis; On track to commence Phase 1 before year end – Formation of Clinical Advisory Board – Sufficient cash on hand to execute on business plan and achieve significant clinical mileston

Clawback Policy of the Registrant

Exhibit 97.1 PALISADE BIO, INC. CLAWBACK POLICY Introduction The Board of Directors of the Company (the "Board") believes that it is in the best interests of Palisade Bio, Inc. (the “Company”) and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company's compensation philosophy, to the extent applicable hereunder. The Board has

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33672 PALISADE BIO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 (February 29, 2024)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 6, 2024 (February 29, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation

Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on March 6, 2024).

Exhibit 3.1 AMENDED AND RESTATED BYLAWS OF Palisade bio, INC. (amended and restated on February 29, 2024) Article I CORPORATE OFFICES 1.1 REGISTERED OFFICE. The registered office of Palisade Bio, Inc. shall be as designated in its certificate of incorporation (“Certificate”) and as may be amended or changed by the corporation’s board of directors from time to time. 1.2 OTHER OFFICES. The corporati

US6963892046 / PALISADE BIO INC / ARMISTICE CAPITAL, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.

Palisade Bio Provides Corporate Update and Reiterates Guidance – Company announces strategic streamlining of Board to align with the current state of clinical development and corporate vision – Advancement of PALI-2108 for the treatment of moderate-t

Exhibit 99.01 Palisade Bio Provides Corporate Update and Reiterates Guidance – Company announces strategic streamlining of Board to align with the current state of clinical development and corporate vision – Advancement of PALI-2108 for the treatment of moderate-to-severe ulcerative colitis (UC) toward Phase 1 clinical study; first in human study on track to commence before year end Carlsbad, CA –

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 (February 8, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 13, 2024 (February 8, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporat

US6963892046 / PALISADE BIO INC / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Palisade Bio, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of Palisade Bio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Sched

US6963892046 / PALISADE BIO INC / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 l1cap13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment No. 1 Under the Securities Exchange Act of 1934 Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to design

US6963892046 / PALISADE BIO INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

PALISADE BIO, INC. 3,865,491 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 2 DATED JANUARY 31, 2024 (To Prospectus dated June 28, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265570 PALISADE BIO, INC. 3,865,491 shares of Common Stock This prospectus supplement no. 2 (this “Prospectus Supplement”) amends and supplements the prospectus dated June 28, 2022 (as supplemented or amended from time to time, the “Prospectus”) which forms a

PALISADE BIO, INC. 42,160,000 Class A Units consisting of shares of common stock and warrants and 1,460 Class B Units consisting of shares of Series B Preferred Stock and warrants (and 48,000,000 shares of common stock underlying Series 1 warrants, 4

PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 31, 2024 (To Prospectus dated August 12, 2022) Filed Pursuant to Rule 424(b)(3) Registration No. 333-265769 and 333-266808 PALISADE BIO, INC. 42,160,000 Class A Units consisting of shares of common stock and warrants and 1,460 Class B Units consisting of shares of Series B Preferred Stock and warrants (and 48,000,000 shares of common stock underlying Serie

Palisade Bio Announces Exercise of Previously Issued Warrants for $2.5 Million

Exhibit 99.01 Palisade Bio Announces Exercise of Previously Issued Warrants for $2.5 Million Carlsbad, CA – January 30, 2024 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade” or the “Company”), a biopharmaceutical company focused on developing novel therapeutics for serious chronic gastrointestinal (GI) diseases, today announced an agreement between the Company and several accredited investors to ex

Form of Placement Agent Warrant issued in February 2024 Warrant Inducement Transaction (Incorporated by reference to Exhibit 4.02 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 1, 2024).

Exhibit 4.02 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

PALISADE BIO, INC. 1,654,578 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 31, 2024 (To Prospectus dated January 24, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-269234 PALISADE BIO, INC. 1,654,578 shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated January 24, 2023 (as supplemented or amended from time to time, the “Prospectus”) which f

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 (January 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2024 (January 30, 2024) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

PALISADE BIO, INC. 3,925,492 shares of Common Stock

PROSPECTUS SUPPLEMENT NO. 1 DATED JANUARY 31, 2024 (To Prospectus dated April 27, 2023) Filed Pursuant to Rule 424(b)(3) Registration No. 333-271393 PALISADE BIO, INC. 3,925,492 shares of Common Stock This prospectus supplement no. 1 (this “Prospectus Supplement”) amends and supplements the prospectus dated April 27, 2023 (as supplemented or amended from time to time, the “Prospectus”) which forms

Form of Replacement Warrant issued in February 2024 Warrant Inducement Transaction (Incorporated by reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K filed with the SEC on February 1, 2024).

Exhibit 4.01 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Warrant Inducement Agreement entered into pursuant to February 2024 Warrant Inducement Transaction (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on February 1, 2024).

Exhibit 10.01 PALISADE BIO, INC. January 30, 2024 Holder of Common Stock Purchase Warrants issued on May 10, 2022, January 4, 2023, and April 5, 2023 Re: Inducement Offer to Exercise Common Stock Purchase Warrants Dear Holder: Palisade Bio (the “Company”) is pleased to offer to you the opportunity to exercise all of the (i) Common Stock Purchase Warrants issued on May 10, 2022 (“May 2022 Warrants”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 PALISADE BIO, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 29, 2024 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission Fil

Palisade Bio Announces Positive Preclinical Data of Lead Program PALI-2108 at the 2024 Crohn’s & Colitis Congress – Preclinical data demonstrated PALI-2108 to be safe and well tolerated – PALI-2108 is orally delivered and colon activated allowing for

Exhibit 99.1 Palisade Bio Announces Positive Preclinical Data of Lead Program PALI-2108 at the 2024 Crohn’s & Colitis Congress – Preclinical data demonstrated PALI-2108 to be safe and well tolerated – PALI-2108 is orally delivered and colon activated allowing for local activity with low systemic exposure – Company advancing PALI-2108 for the treatment of moderate-to-severe ulcerative colitis (UC)

VIA EDGAR

VIA EDGAR January 26, 2024 U.S. Securities and Exchange Commission Division of Corporate Finance 100 F Street, N.E. Washington, D.C. 20549 Re: Palisade Bio, Inc. Request for Withdrawal of Registration Statement on Form S-1 File No. 333-276315 Ladies and Gentlemen: On December 29, 2023, Palisade Bio, Inc. (the “Company”), a Delaware corporation, filed a Registration Statement on Form S-1 (File No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on December 29, 2023.

As filed with the Securities and Exchange Commission on December 29, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation or Organization) (Pri

Registrant’s Insider Trading Policy.

Exhibit 19.1 Palisade Bio, Inc. Insider Trading Policy (As Amended December 15, 2023) Introduction During the course of your relationship with Palisade Bio, Inc. (the “Company”), you may receive material information that is not yet publicly available (“material nonpublic information”) about the Company or other publicly traded companies that the Company has business relationships with. Material no

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALIS

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2023 (November 7, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

Corporate Presentation

Exhibit 99.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 20, 2023 (October 19, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

US6963892046 / PALISADE BIO INC / Lind Global Fund II LP Passive Investment

SC 13G 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Palisade Bio, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 696389204 (CUSIP Number) September 11, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

JOINT FILING AGREEMENT

EX-99.1 2 exhibit99-1.htm JOINT FILING AGREEMENT BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of Palisade Bio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Sched

US6963892046 / PALISADE BIO INC / L1 Capital Global Opportunities Master Fund, Ltd. - SCHEDULE 13G Passive Investment

SC 13G 1 l1cap13g.htm SCHEDULE 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 696389204 (CUSIP Number) September 7, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Palisade Bio, Inc.

As filed with the Securities and Exchange Commission on September 14, 2023

As filed with the Securities and Exchange Commission on September 14, 2023 Registration No.

Form of Securities Purchase Agreement dated September 7, 2023, by and among the Company and the signatories named therein (Incorporated by Reference to Exhibit 10.01 to the Registrant’s Current report on Form 8-K, filed with the SEC on September 11, 2023).

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 7, 2023, between Palisade Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

Consent of the Silvestre Law Group, P.C. (included in Exhibit 5.01)

Exhibit 5.01 SILVESTRE LAW GROUP, P.C. 2629 Townsgate Road, Suite 215 Westlake Village, CA 91361 (818) 597-7552 Fax (805) 553-9783 September 7, 2023 Palisade Bio, Inc. 7750 El Camino Real #2A Carlsbad, CA 92009 Ladies and Gentlemen: We have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the “Company”), in connection with the offering and sale of up to 2,339,398 shares (the “Shares

Form of Placement Agent Warrant issued in September 2023 Private Placement (Incorporated by reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2023).

Exhibit 4.01 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Placement Agency Agreement dated September 7, 2023, by and among the Company and Ladenburg Thalmann & Co Inc. (Incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 11, 2023).

Exhibit 10.02 PLACEMENT AGENCY AGREEMENT September 7, 2023 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Palisade Bio, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $1,965,094.32 of securities of the Company, including,

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 (September 5, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpor

Form of Employment Agreement with Mitchell Jones, dated September 5, 2023 (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 11, 2023).

Exhibit 10.01 PALISADE BIO, INC. EXECUTIVE EMPLOYMENT AGREEMENT This Executive Employment Agreement (the “Agreement”) is made and entered into effective as of September 5, 2023 (the “Effective Date”), by and between Mitchell Jones, M.D., Ph.D. (“Executive”) and Palisade Bio, Inc. (the “Company”). Now, Therefore, in consideration of the mutual promises and covenants contained herein and for other g

2,339,398 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263705 PROSPECTUS SUPPLEMENT (To Prospectus dated April 26, 2022) 2,339,398 Shares of Common Stock We are offering 2,339,398 shares (“Shares”) of our common stock, par value $0.01 per share (“common stock”) pursuant to this prospectus supplement and accompanying prospectus. The Shares are being sold at a public offering price of $0.84. Our comm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 (September 7,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 11, 2023 (September 7, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpor

Palisade Bio Announces $2 Million Registered Direct Offering of Common Stock Priced At Market Under Nasdaq Rules

Exhibit 99.01 Palisade Bio Announces $2 Million Registered Direct Offering of Common Stock Priced At Market Under Nasdaq Rules Carlsbad, CA – September 7, 2023 – Palisade Bio, Inc. (Nasdaq: PALI), a biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, is announcing today that it has entered into definitive agreements with institutional investors

Palisade Bio Appoints GI Clinical Expert and Biotech Entrepreneur Mitchell Jones, M.D., Ph.D. as Chief Medical Officer Announces Awarding of Inducement Grant to New Chief Medical Officer

Exhibit 99.01 Palisade Bio Appoints GI Clinical Expert and Biotech Entrepreneur Mitchell Jones, M.D., Ph.D. as Chief Medical Officer Announces Awarding of Inducement Grant to New Chief Medical Officer Carlsbad, CA – September 11, 2023 – Palisade Bio, Inc. (Nasdaq: PALI) (“Palisade” or the “Company”), a biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) compli

Palisade Bio Transforms GI-Focused Pipeline Through Exclusive Worldwide Licensing Agreement with Giiant Pharma, Inc. for Multiple Oral Drug Candidates Targeting Inflammatory Bowel Disease – Lead program, GT-2108 for the treatment of moderate-to-sever

Exhibit 99.01 Palisade Bio Transforms GI-Focused Pipeline Through Exclusive Worldwide Licensing Agreement with Giiant Pharma, Inc. for Multiple Oral Drug Candidates Targeting Inflammatory Bowel Disease – Lead program, GT-2108 for the treatment of moderate-to-severe ulcerative colitis advancing toward completion of I ND-enabling studies with IND filing expected by Q3 2024 – Inflammatory bowel disea

Form of Research, Collaboration, and License Agreement with Giiant Pharma (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 8, 2023.

Exhibit 10.01 Pursuant to Item 601(b)(10)(iv) of Regulation S-K under the Securities Act of 1933, as amended, certain information, exhibits, and schedules herein have been omitted because each are both (i) not material and (ii) the type of information that the Registrant treats as confidential. The Registrant agrees to furnish a copy of all omitted information, schedules, and exhibits to the Secur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 (September 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2023 (September 1, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpora

Palisade Bio, Inc. 2021 Inducement Incentive Plan, as Amended August 7, 2023 (Incorporated by reference to Exhibit 10.20 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on August 10, 2023).

Exhibit 10.20 Palisade Bio, Inc. 2021 Inducement Plan Adopted by the Board of Directors: November 18, 2021 Amended by the Board of Directors: August 7, 2023 1. General. (a) Eligible Award Recipients. The only persons eligible to receive grants of Awards under this Plan are individuals who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applica

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE B

Palisade Bio, Inc. Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 9, 2023).

Exhibit 10.02 Palisade Bio, Inc. 2021 Employee Stock Purchase Plan Adopted by the Board of Directors: February 9, 2021 Approved by the Stockholders: April 9, 2021 Amended by the Stockholders: June 8, 2023 1. General; Purpose. (a) The Plan provides a means by which Eligible Employees of the Company and certain Designated Companies may be given an opportunity to purchase shares of Common Stock. The

Palisade Bio, Inc. 2021 Equity Incentive Plan, as amended (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on June 9, 2023).

Exhibit 10.01 Palisade Bio, Inc. 2021 Equity Incentive Plan Adopted by the Board of Directors: February 9, 2021 Approved by the Stockholders: April 9, 2021 Amended by the Stockholders: November 18, 2021 Amended by the Stockholders: June 8, 2023 1. General. (a) Plan Purpose. The Company, by means of the Plan, seeks to secure and retain the services of Employees, Directors and Consultants, to provid

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 (June 5, 2023) PALIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 9, 2023 (June 5, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Com

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 2A Carlsbad, CA 92009 April 27, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Tim Buchmiller Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-1 Originally Filed: April 21, 2023, as amended File No.: 333-271393 Ladies and Gentlemen:

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

3,925,492 shares of Common Stock

Filed pursuant to Rule 424(b)(3) Registration No. 333-271393 PROSPECTUS 3,925,492 shares of Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to an aggregate of 3,925,492 shares of our common stock (“Common Shares” or “Common Stock”) consisting of (i) 455,242 shares of Common Stock, (ii) 1,061,164 shares of Common Stock issuable upon

As filed with the Securities and Exchange Commission on April 26, 2023.

As filed with the Securities and Exchange Commission on April 26, 2023. Registration No. 333-271393 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

As filed with the Securities and Exchange Commission on April 21, 2023.

As filed with the Securities and Exchange Commission on April 21, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation or Organization) (Primar

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

Palisade Bio Announces $6 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under Nasdaq Rules

Exhibit 99.01 Palisade Bio Announces $6 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under Nasdaq Rules Carlsbad, CA – April 3, 2023 – Palisade Bio, Inc. (Nasdaq: PALI), a biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, is announcing today that it has entered into definitive agreements with institut

Form of Warrant issued in April 2023 Private Placement (Incorporated by Reference to Exhibit 4.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2023).

Exhibit 4.02 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 (April 3, 2023) PAL

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 5, 2023 (April 3, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (C

Form of Prefunded Warrant issued in April 2023 Private Placement (Incorporated by Reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2023).

Exhibit 4.01 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Registration Rights Agreement dated April 3, 2023, by and among the Company and the signatories named therein (Incorporated by Reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2023).

Exhibit 10.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of , 2023, between Palisades Bio, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purchase Agreement

Form of Placement Agent Warrant issued in April 2023 Private Placement (Incorporated by reference to Exhibit 4.03 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 5, 2023).

Exhibit 4.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Placement Agency Agreement dated April 3, 2023, by and among the Company and Ladenburg Thalmann & Co Inc. (Incorporated by Reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2023).

Exhibit 10.03 PLACEMENT AGENCY AGREEMENT , 2023 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), Palisade Bio, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $ of securities of the Company, including, registered shares (the

756,317 Shares of Common Stock

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263705 PROSPECTUS SUPPLEMENT (To Prospectus dated April 26, 2022) 756,317 Shares of Common Stock We are offering 756,317 shares (“Shares”) of our common stock, par value $0.01 per share (“common stock”) pursuant to this prospectus supplement and accompanying prospectus (“Public Offering”). The Shares are being sold at a public offering price of

Consent of the Silvestre Law Group, P.C. (included in Exhibit 5.01)

Exhibit 5.01 SILVESTRE LAW GROUP, P.C. 2629 Townsgate Road, Suite 215 Westlake Village, CA 91361 (818) 597-7552 Fax (805) 553-9783 April 3, 2023 Palisade Bio, Inc. 7750 El Camino Real #5200 Carlsbad, CA 92009 Ladies and Gentlemen: We have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the “Company”), in connection with the offering and sale of up to 756,317 shares (the “Shares”) o

Form of Securities Purchase Agreement dated April 3, 2023, by and among the Company and the purchasers named therein (Incorporated by Reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 5, 2023).

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of April 3, 2023, between Palisade Bio, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

Form of Consulting Agreement dated April 7, 2023 by and between Dr. Herbert Slade and the Company. (Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 22, 2023).

Exhibit 10.36 CONSULTING AGREEMENT This Agreement is made as of 04 April, 2022 (the “Effective Date”) by and between Palisade Bio Inc., having offices at 5800 Armada Drive, Suite 210, Carlsbad CA 92008 (together with its affiliates, including Leading BioSciences, Inc., "Palisade") and Chisholm Clinical Research Services LLC, having a place of business at 2337 Medford Ct E, Fort Worth TX, 76109 ("C

Subsidiaries of Registrant (Incorporated by reference to Exhibit 21.1 to the Registrant’s Annual Report on Form 10-K, filed with the SEC on March 22, 2023).

Exhibit 21.1 PALISADE BIO, INC. SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation Leading Biosciences, Inc. Delaware Suzhou Neuralstem Biopharmaceutical Co., Ltd. People’s Republic of China

Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 22, 2023).

Exhibit 10.23 NON-EMPLOYEE DIRECTOR COMPENSATION POLICY Each member of the Board of Directors (the “Board”) who is not also serving as an employee of or consultant to Palisade Bio, Inc. (the “Company”) or any of its subsidiaries (each such member, an “Eligible Director”) will receive the compensation described in this Non-Employee Director Compensation Policy for his or her Board service. An Eligi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-33672 PALISADE BIO, I

Form of First Amendment Consulting Agreement dated January 25, 2023 by and between Dr. Herbert Slade and the Company (Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 22, 2023).

Exhibit 10.35 FIRST AMENDMENT TO CONSULTING AGREEMENT This First Amendment to Consulting Agreement (“Amendment”) is entered into by and between Palisade Bio, Inc., a Delaware corporation, with current offices at 7750 El Camino Real, Suite 2A, Carlsbad, CA 92009 (“Palisade”) and Chisholm Clinical Research Services LLC (“Consultant”). This Amendment is effective as of January 1, 2023 (the “Effective

Registrant’s Insider Trading Policy (Incorporated by reference to Exhibit 19.1 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 22, 2023).

Exhibit 19.1 Palisade Bio, Inc. Insider Trading Policy (Adopted May 13, 2021) Introduction During the course of your relationship with Palisade Bio, Inc. (the “Company”), you may receive material information that is not yet publicly available (“material nonpublic information”) about the Company or other publicly traded companies that the Company has business relationships with. Material nonpublic

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 (March 13, 2023) P

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 13, 2023 (March 13, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation)

EXHIBIT 1

EX-1 2 ex-1.htm JOINT ACQUISITION STATEMENT Palisade Bio, Inc. SC 13GA Page 9 of 9 EXHIBIT 1 JOINT ACQUISITION STATEMENT PURSUANT TO SECTION 240.13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersig

US6963892046 / PALISADE BIO INC / Altium Capital Management LP - AMENDMENT TO FORM SC 13G Passive Investment

SC 13G/A 1 pali-sc13ga123122.htm AMENDMENT TO FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Palisade Bio, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this

US6963892046 / PALISADE BIO INC / ARMISTICE CAPITAL, LLC Passive Investment

SC 13G 1 armistice-pali123122.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* PALISADE BIO, INC. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box t

JOINT FILING APPLICATION

EX-99.1 2 exhibit99-1.htm JOINT FILING APPLICATION BY AND AMONG THE REPORTING PERSONS Exhibit 99.1 JOINT FILING APPLICATION The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of Palisade Bio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such S

US6963892046 / PALISADE BIO INC / Lind Global Fund II LP - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 sched13ga.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Palisade Bio, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check t

Palisade Bio Promotes Robert McRae to Chief Operating Officer Mr. McRae is an industry veteran with a proven track record of operational, clinical, and strategic business development execution

Exhibit 99.1 Palisade Bio Promotes Robert McRae to Chief Operating Officer Mr. McRae is an industry veteran with a proven track record of operational, clinical, and strategic business development execution Carlsbad, CA – February 8, 2023 – Palisade Bio, Inc. (Nasdaq: PALI) (the “Company”), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) co

US6963892046 / PALISADE BIO INC / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 696389204 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 (February 2, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 8, 2023 (February 2, 2023) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

1,654,578 shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-269234 PROSPECTUS 1,654,578 shares of Common Stock This prospectus relates to the resale by the selling stockholders identified in this prospectus of up to an aggregate of 1,654,578 shares of our common stock (“Common Shares” or “Common Stock”) issuable upon the exercise of (i) prefunded warrants to purchase 538,789 Common Shares (the “Prefunde

Palisade Bio, Inc. 7750 El Camino Real, Suite 5200 Carlsbad, CA 92009

Palisade Bio, Inc. 7750 El Camino Real, Suite 5200 Carlsbad, CA 92009 January 20, 2023 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Lauren Hamill Re: Palisade Bio, Inc. (the “Company”) Registration Statement on Form S-1 Filed: January 13, 2023 File No.: 333-269234 Ladies and Gentlemen: Pursuant to Rule 4

As filed with the Securities and Exchange Commission on January 13, 2023.

As filed with the Securities and Exchange Commission on January 13, 2023. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction of Incorporation or Organization) (Prim

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Palisade Bio, Inc.

476,842 Shares of Common Stock and 37,000 Prefunded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-263705 PROSPECTUS SUPPLEMENT (To Prospectus dated April 26, 2022) 476,842 Shares of Common Stock and 37,000 Prefunded Warrants We are offering: (i) 476,847 shares of our common stock, par value $0.01 per share (“common stock”) and 37,000 pre-funded warrants to purchase 37,000 shares of common stock (“Prefunded Warrants”) pursuant to this prospe

Consent of the Silvestre Law Group, P.C. (included in Exhibit 5.01)

Exhibit 5.01 SILVESTRE LAW GROUP, P.C. 2629 Townsgate Road, Suite 215 Westlake Village, CA 91361 (818) 597-7552 Fax (805) 553-9783 December 30, 2022 Palisade Bio, Inc. 7750 El Camino Real #5200 Carlsbad, CA 92009 Ladies and Gentlemen: We have acted as counsel to Palisade Bio, Inc., a Delaware corporation (the ?Company?), in connection with the offering and sale of up to (i) 476,842 shares (the ?Sh

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 4, 2023 (December 30, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

Form of Securities Purchase Agreement dated December 30, 2022, by and among the Company and the purchasers named therein (Incorporated by Reference to Exhibit 10.01 to the Registrant’s Current report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 10.01 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of December 30, 2022, between Palisade Bio, Inc., a Delaware corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively the ?Purchasers?). WHEREAS, subject to the terms and conditions

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

Exhibit 99.02 Palisade Bio Announces Closing of $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under Nasdaq Rules Carlsbad, CA ? January 4, 2023 ? Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, is announcing today that it has closed its previou

Form of Registered Prefunded Warrant issued in January 2023 Registered Offering (Incorporated by reference to Exhibit 4.01 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 4.01 COMMON STOCK PURCHASE WARRANT palisade bio, inc. Warrant Shares: Initial Exercise Date: , 2022 Issue Date: December , 2022 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after December ,

Form of Prefunded Warrant issued in January 2023 Private Placement (Incorporated by reference to Exhibit 4.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 4.02 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

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

Exhibit 99.01 Palisade Bio Announces $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced Above Market Under Nasdaq Rules Carlsbad, CA ? December 30, 2022 ? Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, is announcing today that it has entered into definitive agr

Form of Placement Agent Warrant issued in January 2023 Private Placement (Incorporated by reference to Exhibit 4.04 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 4.04 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Warrant issued in January 2023 Private Placement (Incorporated by reference to Exhibit 4.03 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 4.03 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

Form of Registration Rights Agreement, dated December 30, 2022, by and among the Company and signatories named therein (Incorporated by reference to Exhibit 10.02 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 10.02 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of December , 2022, between Palisades Bio, Inc., a Delaware corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Purchase

Form of Placement Agency Agreement, dated December 30, 2022, by and between the Company and Ladenburg Thalmann & Co Inc. (Incorporated by reference to Exhibit 10.03 to the Registrant’s Current Report on Form 8-K, filed with the SEC on January 4, 2023).

Exhibit 10.03 PLACEMENT AGENCY AGREEMENT December 30, 2022 Ladenburg Thalmann & Co. Inc. 640 Fifth Avenue, 4th Floor New York, New York 10019 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this ?Agreement?), Palisade Bio, Inc., a Delaware corporation (the ?Company?), hereby agrees to sell up to an aggregate of $2,500,000 of securities of the Company, including, 513

Palisade Bio Provides Update on U.S. Phase 2 Study Evaluating LB1148 for Post-Surgical Abdominal Adhesions Topline data readout from study expected in first half of 2023

Exhibit 99.01 Palisade Bio Provides Update on U.S. Phase 2 Study Evaluating LB1148 for Post-Surgical Abdominal Adhesions Topline data readout from study expected in first half of 2023 Carlsbad, CA – December 16, 2022 – Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, is providing an update o

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 PALISADE BIO, I

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2022 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission Fi

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 23, 2022 (November 17, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpora

Palisade Bio Appoints Herbert B. Slade, MD, FAAAAI as Chief Medical Officer Established academic and corporate executive with proven track record leading large, multinational organizations across the pharmaceutical and medical device industries Well-

Exhibit 99.01 Palisade Bio Appoints Herbert B. Slade, MD, FAAAAI as Chief Medical Officer Established academic and corporate executive with proven track record leading large, multinational organizations across the pharmaceutical and medical device industries Well-versed with LB1148 - serving as recent expert clinical advisor to Palisade Bio Carlsbad, CA ? November 18, 2022 - Palisade Bio, Inc. (Na

Palisade Bio Announces Reverse Stock Split

Exhibit 99.01 Palisade Bio Announces Reverse Stock Split Carlsbad, CA ? November 15, 2022 ? Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, today announced a 1-for-50 reverse split of its common stock, par value $0.01 (?Common Stock?), effective at 4:01 PM ET today. Beginning on November 16

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 (November 15, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 16, 2022 (November 15, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpora

Amendment to Amended and Restated Certificate of Incorporation of Palisade Bio, Inc., effective November 15, 2022 (Incorporated by reference to Exhibit 3.01(i) to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 16, 2022).

Exhibit 3.01(i) CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PALISADE BIO, INC. Palisade Bio, Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Company”), hereby certifies that: First: The name of the Company is PALISADE BIO, INC. Second: The date of filing of the Company’s original c

Form of Underwriter Warrant issued August 16, 2022 (Incorporated by reference to Exhibit 4.33 to the Registrant's Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2022).

COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: Initial Exercise Date: , 2022 CUSIP: ISIN: THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, CEDE & CO. or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the ?Initi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALIS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 (October 11, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2022 (October 11, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 (October 11, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 14, 2022 (October 11, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporati

Palisade Bio Announces Executive Leadership Transition Board Appoints JD Finley to Interim Chief Executive Officer

Exhibit 99.01 Palisade Bio Announces Executive Leadership Transition Board Appoints JD Finley to Interim Chief Executive Officer Carlsbad, CA – October 11, 2022 — Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, today announced an executive leadership transition. Effective October 10, 2022,

Separation Agreement and Release with former Chief Executive Officer (Incorporated by reference to Exhibit 10.01 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 14, 2022).

EX-10.01 2 ex10-01.htm Exhibit 10.01 SEPARATION AGREEMENT AND RELEASE This Separation Agreement and Release (“the Agreement”) is entered into between Thomas Hallam (“Executive”), Leading Biosciences, Inc. (“LBS”) and Palisade Bio, Inc. (the “ Company”). Whereas, pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of December 16, 2020, by and among the Company (formerly

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 7, 2022 (October 4, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation

Letter dated September 26, 2022 from BDO USA, LLP to the Securities and Exchange Commission (Incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on September 26, 2022).

Exhibit 16.1 September 26, 2022 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sir/Madam: We have read Item 4.01(a) of Palisade Bio Inc.?s Form 8-K dated September 26, 2022, and we agree with the statements made therein. We have no basis on which to agree or disagree with the statements made in Item 4.01(b). Yours truly, /s/ BDO USA, LLP

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 26 , 2022 (September 21, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorp

Regulation FD Disclosure, Costs Associated with Exit or Disposal Activities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 15, 2022 (September 9, 2022) PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorpor

Palisade Bio Streamlines Operations and Identifies Capital Efficiencies to Focus All Resources on Advancement of Lead Clinical Program, LB1148

Exhibit 99.01 Palisade Bio Streamlines Operations and Identifies Capital Efficiencies to Focus All Resources on Advancement of Lead Clinical Program, LB1148 Carlsbad, CA ? September 15, 2022 /GlobeNewswire/ ? Palisade Bio, Inc. (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, today announced that following an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

As filed with the Securities and Exchange Commission on August 22, 2022.

As filed with the Securities and Exchange Commission on August 22, 2022. Registration No. 333-265769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction

As filed with the Securities and Exchange Commission on August 22, 2022.

POS462B 1 d371004dpos462b.htm POS462B As filed with the Securities and Exchange Commission on August 22, 2022. Registration No. 333-266808 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

PALI / Palisade Bio, Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 696389105 (CUSIP Number) August 16, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pur

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.__)

PRE 14A 1 pre14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14

Exhibit 1

Exhibit 1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements.

PALI / Palisade Bio, Inc. / Lind Global Fund II LP Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SC HEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Palisade Bio, Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 696389105 (CUSIP Number) August 16, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pu

JOINT FILING AGREEMENT

Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that a single Schedule 13G (or any amendment thereto) relating to the Common Stock, par value $0.01 per share, of Palisade Bio, Inc. shall be filed on behalf of each of the undersigned and that this Agreement shall be filed as an exhibit to such Schedule 13G. August 18, 2022 LIND GLOBAL FUND II LP By: Lind Global Partners II LLC its

Palisade Bio Announces Closing of $13.8 Million Upsized Underwritten Public Offering and Full Exercise of Over-Allotment Option

Exhibit 99.2 Palisade Bio Announces Closing of $13.8 Million Upsized Underwritten Public Offering and Full Exercise of Over-Allotment Option CARLSBAD, Calif., Aug. 16, 2022 (GLOBE NEWSWIRE) - Palisade Bio (Nasdaq: PALI), a clinical stage biopharmaceutical company advancing therapies for acute and chronic gastrointestinal (GI) complications, today announced the closing of its previously announced u

Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (Incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 16, 2022).

Exhibit 3.1 PALISADE BIO, INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES B CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Thomas M. Hallam, Ph.D. and J.D. Finley, do hereby certify that: 1. They are the Chief Executive Officer and Chief Financial Officer, respectively, of Palisade Bio, Inc., a Delaware

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2022 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission File

Warrant Agency Agreement dated August 16, 2022, by and between Palisade Bio, Inc. and American Stock Transfer and Trust Company, LLC. (Incorporated by reference to Exhibit 4.3 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 16, 2022).

Exhibit 4.3 WARRANT AGENCY AGREEMENT WARRANT AGENCY AGREEMENT, dated as of August 16, 2022 (?Agreement?), between Palisade Bio, Inc., a Delaware corporation, (the ?Company?), and American Stock Transfer & Trust Company, LLC, with offices at 6201 15th Avenue, Brooklyn, New York 11219 (the ?Warrant Agent?). W I T N E S S E T H WHEREAS, pursuant to a registered offering by the Company of shares of co

Palisade Bio Announces Pricing of $12 Million Upsized Underwritten Public Offering

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Underwriting Agreement dated as of August 12, 2022, by and between Palisade bio, Inc. and Ladenburg Thalmann & Co. Inc.

Exhibit 1.1 42,160,000 SHARES of Common Stock, 1,460 SHARES OF SERIES B CONVERTIBLE PREFERRED STOCK (CONVERTIBLE INTO 5,840,000 SHARES OF COMMON STOCK) 48,000,000 Series 1 Warrants (EXERCISABLE FOR 48,000,000 SHARES OF COMMON STOCK) AND 48,000,000 SERIES 2 WARRANTS (EXERCISABLE FOR 48,000,000 SHARES OF COMMON STOCK) of PALISADE BIO, INC. UNDERWRITING AGREEMENT August 12, 2022 Ladenburg Thalmann &

Form of Series 1 Common Stock Warrant (Incorporated by reference to Exhibit 4.1 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 16, 2022).

Exhibit 4.1 SERIES 1 COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: 55,200,000 Issue Date: August 16, 2022 CUSIP: 696389 121 ISIN: US6963891212 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, CEDE & CO. or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort

Form of Series 2 Common Stock Warrant (Incorporated by reference to Exhibit 4.2 to the Registrant's Current Report on Form 8-K, filed with the SEC on August 16, 2022).

Exhibit 4.2 SERIES 2 COMMON STOCK PURCHASE WARRANT PALISADE BIO, INC. Warrant Shares: 55,200,000 Issue Date: August 16, 2022 CUSIP: 696389 113 ISIN: US6963891139 THIS COMMON STOCK PURCHASE WARRANT (the ?Warrant?) certifies that, for value received, CEDE & CO. or its assigns (the ?Holder?) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort

Amended and Restated Bylaws of the Registrant (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 15, 2022).

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-33672 PALISADE B

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 10, 2022 PALISADE BIO, INC. (Exact name of Registrant as Specified in Its Charter) Delaware 001-33672 52-2007292 (State or Other Jurisdiction of Incorporation) (Commission File

First Amendment dated July 14, 2022 to the Office Lease Between AP Beacon Carlsbad, LP, and Palisade Bio, Inc., dated May 12, 2022 (Incorporated by reference to Exhibit 10.2 to the Registrants Form 10-Q filed with the SEC on August 15, 2022)

Exhibit 10.2 FIRST AMENDMENT TO OFFICE LEASE This FIRST AMENDMENT TO OFFICE LEASE (?First Amendment?) is dated as of July 14, 2022 (the ?Effective Date?), by and between AP BEACON CARLSBAD, LP, a Delaware limited partnership (?Landlord?) and PALISADE BIO, INC., a Delaware corporation (?Tenant?). r e c i t a l s : A. Landlord and Tenant entered into that certain Office Lease dated May 12, 2022 (the

42,160,000 Class A Units consisting of shares of common stock and warrants and 1,460 Class B Units consisting of shares of Series B Preferred Stock and warrants (and 48,000,000 shares of common stock underlying Series 1 warrants, 48,000,000 shares of

Table of Contents Filed Pursuant to Rule 424(b)(4) Registration Nos. 333-265769 and 333-266808 Prospectus 42,160,000 Class A Units consisting of shares of common stock and warrants and 1,460 Class B Units consisting of shares of Series B Preferred Stock and warrants (and 48,000,000 shares of common stock underlying Series 1 warrants, 48,000,000 shares of common stock underlying Series 2 warrants,

As filed with the Securities and Exchange Commission on August 11, 2022.

As filed with the Securities and Exchange Commission on August 11, 2022. Registration No. 333-265769 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Palisade Bio, Inc. (Exact name of registrant as specified in its charter) Delaware 2834 52-2007292 (State or Other Jurisdiction