[SCHEDULE 13G/A] PALISADE BIO, INC. Amended Passive Investment Disclosure
Perceptive reports 9.99% stake in Palisade Bio
Perceptive Advisors and affiliates reported a significant ownership position in Palisade Bio, Inc. The filing shows beneficial ownership of 15,200,117 shares of common stock, representing 9.99% of the class, including shares underlying pre-funded warrants.
Perceptive Advisors and affiliates reported a significant ownership position in Palisade Bio, Inc. The filing shows beneficial ownership of 15,200,117 shares of common stock, representing 9.99% of the class, including shares underlying pre-funded warrants.
The Master Fund directly holds 12,050,000 common shares and pre-funded warrants for 5,185,714 additional shares at an exercise price of $0.0001 per share, subject to a 9.99% beneficial ownership cap. Ownership percentages are based on 149,003,210 shares outstanding as of November 5, 2025. The reporting persons certify the holdings are not for the purpose of changing or influencing control of Palisade Bio.
Positive
None.
Negative
None.
Insights
Perceptive discloses a capped 9.99% economic stake in Palisade Bio.
Perceptive Advisors LLC, its Master Fund, and Joseph Edelman jointly report beneficial ownership of 15,200,117 Palisade Bio common shares, equal to 9.99% of the company. This includes common shares plus pre-funded warrants, giving them a sizable but non-controlling position.
The Master Fund holds 12,050,000 common shares and pre-funded warrants for 5,185,714 shares at an exercise price of $0.0001 per share. A contractual Beneficial Ownership Limitation prevents exercising warrants above 9.99% of outstanding shares, effectively capping voting power.
The ownership percentage is calculated using 149,003,210 shares outstanding as of November 5, 2025. The reporting group certifies that the securities are not held to change or influence control, indicating a financial-investor posture rather than an activist or strategic control agenda based on this disclosure alone.
FAQ
What ownership stake in Palisade Bio (PALI) does Perceptive report?
Perceptive Advisors, its Master Fund, and Joseph Edelman report beneficial ownership of 15,200,117 Palisade Bio common shares, representing 9.99% of the outstanding class. This figure includes common stock plus currently exercisable pre-funded warrants, based on 149,003,210 shares outstanding as of November 5, 2025.
How many Palisade Bio shares does Perceptive’s Master Fund directly hold?
Perceptive Life Sciences Master Fund, Ltd. directly holds 12,050,000 shares of Palisade Bio common stock. It also holds pre-funded warrants that are immediately exercisable for additional shares, subject to a contractual 9.99% beneficial ownership limitation that restricts further exercises above that threshold.
What are the terms of Perceptive’s pre-funded warrants in Palisade Bio (PALI)?
The Master Fund holds pre-funded warrants for 5,185,714 Palisade Bio shares at an exercise price of $0.0001 per share. A 9.99% Beneficial Ownership Limitation caps how many warrants can be exercised, limiting aggregate beneficial ownership relative to outstanding common shares.
How is the 9.99% ownership percentage in Palisade Bio calculated?
The 9.99% figure is based on 149,003,210 Palisade Bio common shares outstanding as of November 5, 2025. It combines 12,050,000 common shares held by the Master Fund with a portion of its pre-funded warrants that are exercisable without breaching the 9.99% ownership cap.
Does Perceptive intend to influence control of Palisade Bio (PALI)?
The reporting persons certify that the securities were not acquired and are not held to change or influence control of Palisade Bio. They also state the holdings are not in connection with any transaction aimed at control, other than activities tied to a specific nomination rule reference.
Who are the reporting persons in this Palisade Bio Schedule 13G/A?
The filing lists three reporting persons: Perceptive Advisors LLC, Joseph Edelman, and Perceptive Life Sciences Master Fund, Ltd. All share voting and dispositive power over 15,200,117 Palisade Bio shares, with no sole voting or dispositive authority reported for any of them.
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
(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
Perceptive Advisors 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
15,200,117.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,200,117.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,200,117.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Joseph Edelman
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
15,200,117.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,200,117.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,200,117.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Perceptive Life Sciences 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
15,200,117.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
15,200,117.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
15,200,117.00
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)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
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, California 92008
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") with respect to shares of Common Stock, par value $0.01 per share (the "Common Stock") of PALISADE BIO, INC. (the "Issuer") are:
Perceptive Advisors LLC ("Perceptive Advisors")
Joseph Edelman ("Mr. Edelman")
Perceptive Life Sciences Master Fund, Ltd. (the "Master Fund")
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
51 Astor Place, 10th Floor
New York, NY 10003
(c)
Citizenship:
Perceptive Advisors is a Delaware limited liability company
Mr. Edelman is a United States citizen
The Master Fund is a Cayman Islands corporation
(d)
Title of class of securities:
Common Stock, $0.01 par value
(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:
The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Schedule 13G. The ownership percentages reported are based on 149,003,210 outstanding shares of Common Stock as of November 5, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025, and assume the exercise of Pre-Funded Warrants held by the Reporting Persons for 3,150,117 shares of Common Stock (the "Pre-Funded Warrants").
Neither Perceptive Advisors nor Mr. Edelman directly holds any shares of Common Stock or any Pre-Funded Warrants. The Master Fund directly holds 12,050,000 shares of Common Stock and Pre-Funded Warrants immediately exercisable for 5,185,714 shares of Common Stock at an exercise price of $0.0001 per share, subject to the Beneficial Ownership Limitation (as defined below). The terms of the Pre-Funded Warrants provide that the Pre-Funded Warrants may not be exercised if, after such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 9.99% of the shares of Common Stock then issued and outstanding (the "Beneficial Ownership Limitation"). As of the date hereof, the Beneficial Ownership Limitation permits the Reporting Persons to exercise Pre-Funded Warrants for an aggregate of not more than 3,150,117 shares of Common Stock. In providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate remaining Pre-Funded Warrants held by the Reporting Persons are not exercisable due to the Beneficial Ownership Limitation. Perceptive Advisors serves as the investment manager to the Master Fund. Mr. Edelman is the managing member of Perceptive Advisors.
(b)
Percent of class:
Perceptive Advisors: 9.9%
Mr. Edelman: 9.9%
Master Fund: 9.9%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(ii) Shared power to vote or to direct the vote:
Perceptive Advisors: 15,200,117
Mr. Edelman: 15,200,117
Master Fund: 15,200,117
(iii) Sole power to dispose or to direct the disposition of:
Perceptive Advisors: 0
Mr. Edelman: 0
Master Fund: 0
(iv) Shared power to dispose or to direct the disposition of:
Perceptive Advisors: 15,200,117
Mr. Edelman: 15,200,117
Master Fund: 15,200,117
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.
