Palisade Bio, Inc. receives a Schedule 13G/A reporting a 7.9% beneficial ownership stake held collectively by Perceptive Advisors, Joseph Edelman and Perceptive Life Sciences Master Fund.
The filing states the Reporting Persons share voting and dispositive power over 14,113,863 shares of Common Stock. The ownership percentages are calculated using 173,579,670 shares outstanding as of May 7, 2026 and assume exercise of 5,185,714 Pre-Funded Warrants subject to a 9.99% Beneficial Ownership Limitation.
Positive
None.
Negative
None.
Insights
Perceptive group reports a 7.9% collective stake with shared voting/dispositive power.
The filing documents that Perceptive Advisors, Mr. Edelman and the Master Fund together control 14,113,863 shares through shared voting and dispositive arrangements. The Master Fund directly holds 8,928,149 shares plus Pre-Funded Warrants exercisable for 5,185,714 shares.
Because the Pre-Funded Warrants include a Beneficial Ownership Limitation of 9.99%, exercisability is capped; subsequent disclosures will show whether holdings change if warrants are exercised or limited.
Shared control and a 9.99% exercise cap are the key governance signals disclosed.
The report shows shared voting power rather than sole control, which matters for influence over corporate actions. The Beneficial Ownership Limitation governs when the Pre-Funded Warrants can be exercised and is stated verbatim.
Disclosure ties percentages to May 7, 2026; any material change in shared power or warrant exercisability would appear in future amendments or reports.
Key Figures
Reported shares controlled:14,113,863 sharesOwnership percentage:7.9%Shares outstanding used:173,579,670 shares+3 more
6 metrics
Reported shares controlled14,113,863 sharesshared voting/dispositive power reported on cover pages
Ownership percentage7.9%percent of class based on outstanding shares as of <date>May 7, 2026</date>
Shares outstanding used173,579,670 sharesoutstanding shares as of <date>May 7, 2026</date> (source: issuer 10-Q)
Pre-Funded Warrants exercisable5,185,714 sharesaggregate Pre-Funded Warrants the Reporting Persons assume exercisable subject to limitation
Beneficial Ownership Limit9.99%exercise cap in the Pre-Funded Warrant terms
Master Fund direct holdings8,928,149 sharesMaster Fund directly holds these shares as stated in the filing
Key Terms
Pre-Funded Warrants, Beneficial Ownership Limitation, Shared dispositive power
3 terms
Pre-Funded Warrantsfinancial
"assume the exercise of Pre-Funded Warrants held by the Reporting Persons for 5,185,714 shares"
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
Beneficial Ownership Limitationregulatory
"may not be exercised if, after such exercise, the Reporting Persons would beneficially own... more than 9.99%"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Shared dispositive powercorporate governance
"Shared Dispositive Power 14,113,863.00"
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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, $0.01 par value
(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
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
14,113,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,113,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,113,863.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
IA
SCHEDULE 13G
CUSIP Number(s):
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
14,113,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,113,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,113,863.00
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)
7.9 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP Number(s):
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
14,113,863.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
14,113,863.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
14,113,863.00
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)
7.9 %
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:
4600 South Syracuse Street, Suite 900, Denver, Colorado 80237
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 173,579,670 outstanding shares of Common Stock as of May 7, 2026, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, and assume the exercise of Pre-Funded Warrants held by the Reporting Persons for 5,185,714 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 8,928,149 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 5,185,714 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: 7.9%
Mr. Edelman: 7.9%
Master Fund: 7.9%
(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: 14,113,863
Mr. Edelman: 14,113,863
Master Fund: 14,113,863
(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: 14,113,863
Mr. Edelman: 14,113,863
Master Fund: 14,113,863
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.
What stake does Perceptive Advisors report in Palisade Bio (PALI)?
Perceptive Advisors, Joseph Edelman and the Master Fund report a combined 7.9% beneficial stake. This equals 14,113,863 shares of Common Stock based on 173,579,670 shares outstanding as of May 7, 2026, including assumed exercise of Pre-Funded Warrants.
How many shares and warrants are involved in the reported position?
The filing cites control of 14,113,863 shares and assumes exercise of 5,185,714 Pre-Funded Warrants. The Master Fund directly holds 8,928,149 shares plus warrants exercisable for 5,185,714 shares at a nominal exercise price.
What is the Beneficial Ownership Limitation described in the filing?
A 9.99% Beneficial Ownership Limitation prevents exercising warrants if post-exercise ownership would exceed 9.99%. The Reporting Persons state they have assumed remaining warrants are not exercisable where this cap would be exceeded.
Does Perceptive Advisors have sole voting control over these shares?
No. The filing records 0 sole voting power and 14,113,863 shared voting power. Control is reported as shared among Perceptive Advisors, Joseph Edelman and the Master Fund rather than held solely by one Reporting Person.
