Palisade Bio, Inc. received an amended Schedule 13G/A from Deep Track Capital and related entities reporting that they now beneficially own 0 shares, or 0.00%, of the company’s common stock as of December 31, 2025.
Deep Track Capital, Deep Track Biotechnology Master Fund, Deep Track Special Opportunities Fund and David Kroin each report no voting or dispositive power over any Palisade Bio shares. The filing notes that the ownership calculation is based on 149,003,210 shares outstanding as of November 5, 2025, as disclosed in Palisade Bio’s prior quarterly report.
Positive
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Insights
Institutional group amends its disclosure to report 0% ownership in Palisade Bio.
The amended Schedule 13G/A shows Deep Track Capital, affiliated funds, and David Kroin now report 0 shares and 0.00% beneficial ownership of Palisade Bio common stock as of December 31, 2025. They disclose no sole or shared voting or dispositive power.
The ownership percentages are calculated using 149,003,210 shares outstanding as of November 5, 2025, taken from Palisade Bio’s 10-Q. This filing signals that this reporting group is no longer a 5% or greater holder, and future SEC ownership reports may clarify any new significant investors.
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)
696389402
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Deep Track Capital, LP
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Deep Track Biotechnology Master Fund, Ltd.
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
David Kroin
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Deep Track Special Opportunities Fund, LP.
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
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
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:
1902 Wright Place, Suite 200, Carlsbad, CA 92008
Item 2.
(a)
Name of person filing:
(i) Deep Track Capital, LP
(ii) Deep Track Biotechnology Master Fund, Ltd.
(iii) David Kroin
(iv) Deep Track Special Opportunities Fund, LP.
(b)
Address or principal business office or, if none, residence:
(i) Delaware
(ii) Cayman Islands
(iii) United States
(iv) United States
(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:
0
(b)
Percent of class:
0.00%
(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:
0
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
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.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.
Deep Track Capital, LP
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:
02/13/2026
Deep Track Biotechnology Master Fund, Ltd.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Director
Date:
02/13/2026
David Kroin
Signature:
/s/ David Kroin
Name/Title:
David Kroin
Date:
02/13/2026
Deep Track Special Opportunities Fund, LP.
Signature:
/s/ David Kroin
Name/Title:
David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP
Date:
02/13/2026
Exhibit Information
Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of December 31, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person.
The amount beneficially owned by each Reporting Person is determined using 149,003,210 shares outstanding as of November, 5, 2025 according to the issuer's 10-Q filed with the SEC on November 10, 2025
JOINT FILING STATEMENT
PURSUANT TO RULE 13d-1(k)
The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.
Dated: February 13, 2026
Deep Track Capital, LP
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser
Deep Track Biotechnology Master Fund, Ltd.
By: /s/ David Kroin
David Kroin, Director
David Kroin
By: /s/ David Kroin
David Kroin
Deep Track Special Opportunities Fund, LP.
By: /s/ David Kroin
David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP
What does the Deep Track Schedule 13G/A filing say about Palisade Bio (PALI) ownership?
The amended Schedule 13G/A states Deep Track Capital, its affiliated funds, and David Kroin beneficially own 0 shares, or 0.00%, of Palisade Bio common stock as of December 31, 2025, with no voting or dispositive power reported.
Who are the reporting persons in the Palisade Bio (PALI) Schedule 13G/A amendment?
The reporting persons are Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., Deep Track Special Opportunities Fund, LP., and David Kroin. Each provides its jurisdiction, business address, and reports on its beneficial ownership of Palisade Bio common stock.
What percentage of Palisade Bio (PALI) does Deep Track currently report owning?
Deep Track Capital and the affiliated reporting persons each report beneficial ownership of 0 shares, representing 0.00% of Palisade Bio’s common stock. They also report zero sole or shared power to vote or dispose of any Palisade Bio shares.
What share count did Deep Track use to calculate its ownership in Palisade Bio (PALI)?
The filing states the ownership calculations are based on 149,003,210 shares outstanding of Palisade Bio common stock as of November 5, 2025, according to the company’s Form 10-Q filed on November 10, 2025 with the SEC.
What certification do the Deep Track entities make in the Palisade Bio (PALI) filing?
The signatories certify the securities referenced were not acquired and are not held for the purpose of changing or influencing control of Palisade Bio, and are not held in connection with any transaction having that purpose, except activities related to a nomination under Rule 240.14a-11.
Who signed the Palisade Bio (PALI) Schedule 13G/A on behalf of the Deep Track entities?
All signatures are by David Kroin, acting in various capacities: Managing Member of the General Partner of the Investment Adviser for Deep Track Capital and Deep Track Special Opportunities Fund, Director of Deep Track Biotechnology Master Fund, and individually as a reporting person.
