PALI Form 4: 18,800 Cash-Settled Phantom Units Awarded to Director

Rhea-AI Filing Summary

Wei Binxian, a director of Palisade Bio, Inc. (PALI), was granted 18,800 phantom units on 09/04/2025. Each phantom unit mirrors the economic value of one share of common stock and the grant is recorded as 18,800 units with a $0 exercise price. The phantom units vest in three equal annual installments beginning August 5, 2026, subject to the reporting persons continuous service through each vesting date. Vested units will be settled solely in cash based on the fair market value of an equal number of shares upon termination of service, a defined change in control, or the seventh anniversary of the grant date. The Form 4 was signed by an attorney-in-fact on 09/05/2025.

Positive

• Clear disclosure of grant amount (18,800 phantom units), vesting schedule, and settlement mechanics
• Vesting tied to continued service (three equal annual installments beginning August 5, 2026), aligning director incentives with tenure
• Cash settlement means no immediate share issuance reported in this filing

Negative

• None.

Insights

Financial Analyst

TL;DR: A routine director compensation grant of 18,800 cash-settled phantom units, modest in scale and subject to multi-year vesting.

The grant of 18,800 phantom units represents a non-equity, cash-settled award that ties the directors pay to the companys share value without issuing shares immediately. Vesting over three years aligns incentives with continued service. Because settlement is in cash, this does not immediately increase share count, but it does create a potential future cash obligation linked to share price. The filing contains no financial amounts for valuation or other compensation history, limiting assessment of materiality to shareholders.

Corporate Governance Expert

TL;DR: Standard governance practice: time-based, service-conditional award with cash settlement and change-of-control protections.

The award structuretime-based vesting starting August 5, 2026, and cash-only settlement on specified eventsis consistent with common director retention practices. The Form 4 discloses key terms but lacks comparative context (e.g., prior grants or board compensation policy). The disclosure is transparent on vesting triggers and settlement mechanics, which is important for shareholders monitoring related-party compensation arrangements.

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^*

Wei Binxian

(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.

	/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

Who filed the Form 4 for Palisade Bio (PALI)?

The Form 4 was filed for Wei Binxian, a director of Palisade Bio; the filing was signed by an attorney-in-fact on 09/05/2025.

What was granted to the reporting person in the PALI Form 4 dated 09/04/2025?

The reporting person was granted 18,800 phantom units, each representing the economic equivalent of one share of common stock.

When do the 18,800 phantom units vest?

The phantom units vest in three equal annual installments beginning August 5, 2026, subject to continuous service through each vesting date.

How will vested phantom units be settled under the grant disclosed in the Form 4?

Vested phantom units will be settled solely in cash based on the fair market value of an equal number of shares upon termination of service, a defined liquidity change in control, or the 7th anniversary of the grant date.

Does this Form 4 report immediate share issuance for PALI?

No; the award is cash-settled phantom units with a $0 price, so the filing does not show immediate issuance of common shares.