Palisade Bio, Inc. received an amended Schedule 13G reporting that Soleus Capital Master Fund, L.P. and related Soleus entities collectively report beneficial ownership of 13,063,687 shares of Palisade Bio common stock. Based on 174,270,558 shares outstanding as of August 6, 2026, this represents 7.5% of the company’s common stock.
The filing lists zero sole voting and dispositive power and 13,063,687 shares of shared voting and shared dispositive power for each reporting person. The shares are held directly by Soleus Capital Master Fund, L.P., with several affiliated Soleus entities and Guy Levy reported as having shared power through their roles, while each disclaims beneficial ownership beyond Section 13(d) reporting purposes.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:13,063,687 sharesPercent of class:7.5%Shares outstanding:174,270,558 shares+3 more
6 metrics
Shares beneficially owned13,063,687 sharesBeneficial ownership reported by Soleus group for Palisade Bio common stock
Percent of class7.5%Portion of Palisade Bio common stock reported as beneficially owned
Shares outstanding174,270,558 sharesPalisade Bio common stock outstanding as of August 6, 2026
Sole voting power0 sharesShares over which the reporting persons have sole voting power
Shared voting power13,063,687 sharesShares over which the reporting persons have shared voting power
Filing signature date08/13/2026Date the reporting persons signed the Schedule 13G/A
"Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
shared voting powerfinancial
"6 | Shared Voting Power 13,063,687.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"8 | Shared Dispositive Power 13,063,687.00"
Section 13(d)regulatory
"for the purpose of determining their obligations under Section 13(d) of the Exchange Act"
Schedule 13Gregulatory
"the filing of this report shall not be deemed an admission under Section 13(d) and Schedule 13G"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
FAQ
What percentage of Palisade Bio (PALI) shares does Soleus Capital report owning?
Soleus Capital and affiliated entities report beneficial ownership of 7.5% of Palisade Bio’s common stock, representing 13,063,687 shares based on 174,270,558 shares outstanding as of August 6, 2026.
How many Palisade Bio (PALI) shares are reported as beneficially owned by Soleus Capital?
The reporting group lists beneficial ownership of 13,063,687 shares of Palisade Bio common stock, with all of these subject to shared voting and shared dispositive power and no sole voting or dispositive power reported.
What is the share count baseline used in this Palisade Bio (PALI) Schedule 13G/A?
The reported 7.5% ownership is calculated using 174,270,558 shares of Palisade Bio common stock outstanding as of August 6, 2026, as stated in the company’s Form 10-Q for the quarter ended June 30, 2026.
Who are the reporting persons in the Palisade Bio (PALI) Schedule 13G/A?
Reporting persons include Soleus Capital Master Fund, L.P., Soleus Capital, LLC, Soleus Capital Group, LLC, Soleus Capital Management, L.P., Soleus GP, LLC, and Guy Levy, all reporting the same 13,063,687 shares with shared voting and dispositive power.
Do Soleus and Guy Levy claim full beneficial ownership of their Palisade Bio (PALI) shares?
Each Soleus entity and Guy Levy expressly disclaims beneficial ownership of the shares beyond determining obligations under Section 13(d), stating the shares are held directly by Soleus Capital Master Fund, L.P.
What voting power does Soleus Capital report over Palisade Bio (PALI) shares?
The reporting group shows 0 shares with sole voting power and 13,063,687 shares with shared voting power. They also report zero sole dispositive power and the same number with shared dispositive power.
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)
696389402
(CUSIP Number)
06/30/2026
(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
Soleus Capital Master 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
FI
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Soleus Capital Master Fund, L.P. ("Master Fund"). Soleus Capital, LLC is the sole general partner of Master Fund, Soleus Capital Group, LLC ("SCG") is the sole managing member of Soleus Capital, LLC, Soleus Capital Management, L.P. ("SCM") is the investment manager for Master Fund, and Soleus GP, LLC ("Soleus GP") is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, as amended (the "Exchange Act"), and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of the common stock of Palisade Bio, Inc. (the "Issuer") outstanding as of August 6, 2026, as reported on the cover of the Issuer's Quarterly Report on Form 10-Q for the period ended June 30, 2026 filed with the Securities and Exchange Commission on August 10, 2026 (the "Form 10-Q").
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Soleus Capital, LLC
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
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of common stock of the Issuer outstanding as of August 6, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Soleus Capital Group, LLC
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
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of common stock of the Issuer outstanding as of August 6, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Soleus 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
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
PN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of common stock of the Issuer outstanding as of August 6, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Soleus GP, LLC
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
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of common stock of the Issuer outstanding as of August 6, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
CUSIP Number(s):
696389402
1
Names of Reporting Persons
Guy Levy
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
13,063,687.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
13,063,687.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
13,063,687.00
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)
7.5 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: (1) The shares reported in the table above are held directly by Master Fund. Soleus Capital, LLC is the sole general partner of Master Fund, SCG is the sole managing member of Soleus Capital, LLC, SCM is the investment manager for Master Fund, and Soleus GP is the sole general partner of SCM. Guy Levy is the sole managing member of each of SCG and Soleus GP. Each of SCG, Soleus Capital, LLC, SCM, Soleus GP and Mr. Levy disclaims beneficial ownership of these shares held by Master Fund other than for the purpose of determining their obligations under Section 13(d) of the Exchange Act, and the filing of this report shall not be deemed an admission that any of the foregoing persons is the beneficial owner of such shares for any other purpose.
(2) The percentage set forth in row 11 is calculated based upon 174,270,558 shares of common stock of the Issuer outstanding as of August 6, 2026, as set forth on the cover of the Form 10-Q.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
PALISADE BIO, INC.
(b)
Address of issuer's principal executive offices:
4600 South Syracuse Street, Suite 900, Denver, CO 80237
Item 2.
(a)
Name of person filing:
Soleus Capital Master Fund, L.P.
Soleus Capital, LLC
Soleus Capital Group, LLC
Soleus Capital Management, L.P.
Soleus GP, LLC
Guy Levy
(b)
Address or principal business office or, if none, residence:
Soleus Capital Master Fund, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital Group, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus Capital Management, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
Soleus GP, LLC 100 Field Point Road, Suite 200 Greenwich, CT 06830
Guy Levy c/o Soleus Capital Management, L.P. 100 Field Point Road, Suite 200 Greenwich, CT 06830
(c)
Citizenship:
Soleus Capital Master Fund, L.P. - Cayman Islands
Soleus Capital, LLC - Delaware
Soleus Capital Group, LLC - Delaware
Soleus Capital Management, L.P. - Delaware
Soleus GP, LLC - Delaware
Guy Levy - United States
(d)
Title of class of securities:
Common Stock, $0.01 par value per share
(e)
CUSIP No.:
696389402
Item 4.
Ownership
(a)
Amount beneficially owned:
The information in rows 5 through 9 and 11 on the cover pages to this Schedule 13G, including the footnotes thereto, is hereby incorporated by reference.
13,063,687
(b)
Percent of class:
7.5%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
13,063,687
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
13,063,687
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.
Soleus Capital Master Fund, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the Managing Member of the General Partner of Soleus Capital Master Fund, L.P.
Date:
08/13/2026
Soleus Capital, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the Managing Member of Soleus Capital, LLC
Date:
08/13/2026
Soleus Capital Group, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member
Date:
08/13/2026
Soleus Capital Management, L.P.
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member of the General Partner of Soleus Capital Management, L.P.
Date:
08/13/2026
Soleus GP, LLC
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy / Managing Member
Date:
08/13/2026
Guy Levy
Signature:
/s/ Guy Levy
Name/Title:
Guy Levy
Date:
08/13/2026
Comments accompanying signature: Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
