Palisade Bio reports aggregated beneficial ownership disclosures by RA Capital and related reporting persons as of 03/31/2026. The report shows each Reporting Person beneficially owns 17,620,479 shares, representing 9.99% of the common stock on a controlled‑ownership basis due to a pre‑funded warrant blocker.
The Fund directly holds 7,124,116 shares and holds pre‑funded warrants exercisable for up to 16,614,285 shares, but exercise is limited so beneficial ownership does not exceed 9.99%. The filing cites 165,884,817 shares outstanding as of 03/18/2026 and 10,494,363 shares issuable upon exercise of the Pre‑Funded Warrants for percentage calculation purposes.
Positive
None.
Negative
None.
Insights
RA Capital and affiliated persons report capped holdings at 9.99% via a pre‑funded warrant blocker.
The filing documents that the Fund directly holds 7,124,116 shares and pre‑funded warrants exercisable for up to 16,614,285 shares, but a contractual "Beneficial Ownership Blocker" prevents exercises that would exceed 9.99%. The report uses 165,884,817 shares outstanding as the base for percentage calculations.
Cash‑flow treatment and any planned exercises are not described in the provided excerpt; subsequent filings would state whether the Fund seeks to change its ownership cap or exercise additional warrants.
Key Figures
Beneficial ownership per Reporting Person:17,620,479 sharesFund direct holdings:7,124,116 sharesPre‑Funded Warrants exercisable:16,614,285 shares+3 more
6 metrics
Beneficial ownership per Reporting Person17,620,479 sharesas of 03/31/2026
Fund direct holdings7,124,116 sharesFund directly holds common stock
Pre‑Funded Warrants exercisable16,614,285 sharesmaximum exercisable by the Fund absent blocker
Shares outstanding (used for percent)165,884,817 sharesas of 03/18/2026
Shares issuable for percentage calc10,494,363 sharesshares issuable upon exercise of Pre‑Funded Warrants
Reported ownership percentage9.99%each Reporting Person due to Beneficial Ownership Blocker
"The Fund directly holds (i) 7,124,116 shares of Common Stock and (ii) pre-funded warrants exercisable for up to 16,614,285 shares"
Pre-funded warrants are a type of security that lets an investor buy a company’s common shares later by paying almost the full price up front; the tiny remaining exercise amount is paid when the warrant is converted into a share. Think of it like prepaying for a gift card that you can redeem for a stock: the issuer gets cash now and the investor can convert later. They matter to investors because conversion increases the number of outstanding shares (dilution) and can be used to manage ownership thresholds and regulatory or timing constraints.
Beneficial Ownership Blockerregulatory
"The Pre‑Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise"
Section 13(d)regulatory
"RA Capital may be deemed a beneficial owner, for purposes of Section 13(d) of the Act"
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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, par value $0.01 per share
(Title of Class of Securities)
696389402
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
RA Capital Management, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,620,479.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,620,479.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,620,479.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Peter Kolchinsky
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,620,479.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,620,479.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,620,479.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Rajeev Shah
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,620,479.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,620,479.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,620,479.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
RA Capital Healthcare Fund, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
17,620,479.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
17,620,479.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
17,620,479.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PALISADE BIO, INC.
(b)
Address of issuer's principal executive offices:
7750 EL CAMINO REAL, SUITE 5200, CARLSBAD, CA, 92009.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G/A.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
696389402
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G/A sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
The Fund directly holds (i) 7,124,116 shares of Common Stock and (ii) pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 16,614,285 shares of Common Stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the Common Stock outstanding. The Fund is currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 17,620,479 shares of Common Stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's Common Stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G/A other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G/A shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker of the Preferred Stock, each Reporting Person's beneficial ownership percentage was 9.99% as of March 31, 2026. The percentage set forth in each Row 11 is based upon the sum of (i) 165,884,817 shares of the Issuer's Common Stock outstanding as of March 18, 2026, as reported in the Issuer's Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 20, 2026, and (ii) 10,494,363 shares of Common Stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G/A sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G/A sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of March 31, 2026 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
05/15/2026
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
05/15/2026
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
05/15/2026
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
Date:
05/15/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to Schedule 13G filed on October 9, 2025)
What ownership stake does RA Capital report in Palisade Bio (PALI)?
The Reporting Persons report beneficial ownership of 17,620,479 shares, each representing 9.99% of common stock as of 03/31/2026. Percentages reflect a contractual ownership blocker in the pre‑funded warrants.
How many shares and warrants does the RA Capital Healthcare Fund hold in PALI?
The Fund directly holds 7,124,116 shares and pre‑funded warrants exercisable for up to 16,614,285 shares. Exercise is limited by a blocker that caps ownership at 9.99%.
What base did the filing use to calculate the 9.99% ownership figure?
The filing bases the percentage on 165,884,817 shares outstanding as of 03/18/2026, plus 10,494,363 shares issuable upon exercise of the pre‑funded warrants for calculation purposes.
Does the filing show RA Capital can currently exercise all its pre‑funded warrants?
No. The filing states a "Beneficial Ownership Blocker" prevents exercising warrants that would increase beneficial ownership above 9.99%, and the Fund is currently prohibited from exercising a portion of those warrants.
Who controls voting and disposition authority for the Fund’s holdings?
The Fund delegated sole voting and dispositive power to RA Capital, which serves as investment adviser; RA Capital, Dr. Kolchinsky, and Mr. Shah are identified as controlling persons for Section 13(d) purposes in the filing.
