PALI Form 4: Emil Chuang Receives 18,800 Cash-Settled Phantom Units

Rhea-AI Filing Summary

Emil Chuang, a director of Palisade Bio, Inc. (PALI), was granted 18,800 phantom units on 09/04/2025. Each phantom unit equals one share of common stock and the units were granted at $0 per unit. The units vest in three equal annual installments beginning August 5, 2026, subject to continued service.

Vested phantom units will be settled solely in cash based on the fair market value of the equivalent number of shares upon termination of service, a defined liquidity change in control, or the seventh anniversary of the grant. The Form 4 reports 18,800 shares beneficially owned following the transaction and is signed by attorney-in-fact Ryker Willie on 09/05/2025.

Positive

• Director alignment: Grant ties director compensation to company stock value through phantom units.
• Retention incentive: Vesting in three equal annual installments beginning 08/05/2026 encourages continued service.
• No immediate dilution: Phantom units are settled in cash, so common shares are not issued at grant.

Negative

• None.

Insights

Financial Analyst

TL;DR Routine director compensation in phantom units; creates potential future cash obligation but no immediate equity dilution.

The grant of 18,800 phantom units to a director is a standard non-equity compensation mechanism that ties pay to the company's stock value without issuing shares today. Vesting over three years encourages retention. Because settlement is in cash, this creates a contingent cash liability timed to vesting, termination, change in control, or the 7th anniversary, rather than increasing share count.

Corporate Governance Expert

TL;DR Governance-wise, the award aligns a director with shareholder outcomes while preserving current share capital structure.

The structure—phantom units with service-based vesting and cash settlement—aligns incentives without immediately diluting equity. Key governance points are the multi-year vesting schedule and defined settlement triggers including termination and change in control. The disclosure is clear on mechanics and timing.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Chuang Emil

(Last) (First) (Middle)

1902 WRIGHT PLACE, SUITE 200

(Street)

CARLSBAD, CA 92008

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/04/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Phantom Units	(1)	09/04/2025		A		18,800		(2)(3)	(2)(3)	Common Stock	18,800	$0	18,800	D

Explanation of Responses:

1. Each Phantom Unit is the economic equivalent of one share of the Issuer's common stock.

2. The Phantom Units vest in three equal annual installments beginning on August 5, 2026, subject to the Reporting Person's continuous service through each applicable vesting date.

3. Vested Phantom Units shall be settled solely in cash based on the fair market value of an equal number of shares of the Issuer's common stock on the earliest to occur of any of the following events: (a) termination of the Reporting Person's continuous service with the Issuer; (b) a Liquidity Change in Control (as defined in the Phantom Unit Plan) of the Issuer; or (c) 7th anniversary of the grant date.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Ryker Willie, Attorney-in-Fact	09/05/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Emil Chuang report on Form 4 for PALI?

He reported a grant of 18,800 phantom units on 09/04/2025 with 18,800 shares beneficially owned following the transaction.

When do the phantom units vest?

The units vest in three equal annual installments beginning on August 5, 2026, subject to continuous service.

How are vested phantom units settled?

Vested units are settled solely in cash based on the fair market value of equivalent shares upon termination, a liquidity change in control, or the 7th anniversary of the grant.

Does this grant dilute PALI's outstanding shares?

No immediate dilution is reported because the phantom units are cash-settled rather than issued as common stock.

Who signed the Form 4 and when?

The Form 4 was signed by attorney-in-fact Ryker Willie on 09/05/2025.