Squadron Master Fund LP and related parties report beneficial ownership of 4,500,000 shares of Palisade Bio, Inc. common stock, representing 3.0% of the class. The stake is reported on a Schedule 13G/A as of an event date of 12/31/2025.
The ownership percentage is based on 149,003,210 shares of common stock outstanding as of November 5, 2025, as stated in Palisade Bio’s Form 10-Q filed November 10, 2025. Squadron Capital Management, LLC, as investment adviser to private funds including Squadron Master Fund LP, may be deemed a beneficial owner, and partners Matthew Sesterhenn and William Blank may also be deemed beneficial owners.
All report 0 shares with sole voting or dispositive power and 4,500,000 shares with shared voting and dispositive power. They certify the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control of Palisade Bio.
Positive
None.
Negative
None.
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
Squadron Master 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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000.00
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)
3.0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Squadron Capital Management 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
4,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000.00
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)
3.0 %
12
Type of Reporting Person (See Instructions)
IA, HC
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Matthew Sesterhenn
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
4,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000.00
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)
3.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
William Blank
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
4,500,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,500,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,500,000.00
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)
3.0 %
12
Type of Reporting Person (See Instructions)
HC, IN
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:
Squadron Master Fund LP
Squadron Capital Management, LLC
Matthew Sesterhenn
William Blank
(b)
Address or principal business office or, if none, residence:
Squadron Master Fund LP
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
Matthew Sesterhenn
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
William Blank
c/o Squadron Capital Management, LLC
999 Oakmont Plaza Drive, Suite 600
Westmont, IL 60559
(c)
Citizenship:
Squadron Master Fund LP - Delaware
Squadron Capital Management, LLC - Delaware
Matthew Sesterhenn - United States
William Blank - 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:
Squadron Capital Management, LLC is an investment adviser that is registered as an Exempt Reporting Adviser with the Securities and Exchange Commission. Squadron Capital Management, LLC, which serves as investment adviser to private funds, including but not limited to Squadron Master Fund LP (collectively, the "Funds"), may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Mr. Sesterhenn and Mr. Blank, as Partners of Squadron Capital Management, LLC, with the power to exercise investment and voting discretion, may be deemed to be the beneficial owner of all shares of Common Stock held by the Funds. Pursuant to Rule 13d-4 under the Securities Exchange Act of 1934, as amended, Squadron Capital Management, LLC and Mr. Sesterhenn and Mr. Blank expressly disclaim beneficial ownership over any of the securities reported in this statement, and the filing of this statement shall not be construed as an admission that Squadron Capital Management, LLC or Mr. Sesterhenn and Mr. Blank are the beneficial owner of any of the securities reported herein.
Squadron Master Fund LP - 4,500,000 shares
Squadron Capital Management, LLC - 4,500,000 shares
Matthew Sesterhenn - 4,500,000 shares
William Blank - 4,500,000 shares
(b)
Percent of class:
Ownership percentage is based on 149,003,210 shares of common stock, par value $0.01 per share, outstanding as of November 5, 2025, as represented by the Issuer in the Form 10-Q filed with the Securities and Exchange Commission on November 10, 2025.
Squadron Master Fund LP - 3.0%
Squadron Capital Management, LLC - 3.0%
Matthew Sesterhenn - 3.0%
William Blank - 3.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(ii) Shared power to vote or to direct the vote:
Squadron Master Fund LP - 4,500,000 shares
Squadron Capital Management, LLC - 4,500,000 shares
Matthew Sesterhenn - 4,500,000 shares
William Blank - 4,500,000 shares
(iii) Sole power to dispose or to direct the disposition of:
Squadron Master Fund LP - 0
Squadron Capital Management, LLC - 0
Matthew Sesterhenn - 0
William Blank - 0
(iv) Shared power to dispose or to direct the disposition of:
Squadron Master Fund LP - 4,500,000 shares
Squadron Capital Management, LLC - 4,500,000 shares
Matthew Sesterhenn - 4,500,000 shares
William Blank - 4,500,000 shares
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.
See Notes above.
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 acquired and are held in the ordinary course of business and 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.
Squadron Master Fund LP
Signature:
/s/ Matthew Sesterhenn
Name/Title:
Partner, Squadron Partners LLC, its General Partner
What stake in Palisade Bio (PALI) does Squadron Master Fund report?
Squadron Master Fund LP reports beneficial ownership of 4,500,000 shares of Palisade Bio common stock. This represents 3.0% of the outstanding common shares, based on 149,003,210 shares outstanding as of November 5, 2025, per the company’s Form 10-Q.
Which entities and individuals are reporting ownership in Palisade Bio (PALI)?
The reporting persons are Squadron Master Fund LP, Squadron Capital Management, LLC, and individuals Matthew Sesterhenn and William Blank. Each reports beneficial ownership of 4,500,000 shares, corresponding to 3.0% of Palisade Bio’s common stock.
How is the 3.0% Palisade Bio (PALI) ownership percentage calculated?
The 3.0% ownership is calculated using 149,003,210 shares of Palisade Bio common stock outstanding. That share count comes from the issuer’s Form 10-Q, which states this number as outstanding as of November 5, 2025, filed with the SEC on November 10, 2025.
Do Squadron and its principals have sole or shared voting power over Palisade Bio (PALI) shares?
Each reporting person discloses 0 shares with sole voting or dispositive power and 4,500,000 shares with shared voting and dispositive power. This means decisions over those shares are made jointly rather than individually by any single reporting person.
Is Squadron Capital Management, LLC a beneficial owner of Palisade Bio (PALI) shares?
Squadron Capital Management, LLC, an investment adviser to private funds including Squadron Master Fund LP, may be deemed a beneficial owner of the funds’ Palisade Bio shares. The filing notes that Squadron and the individual partners expressly disclaim beneficial ownership under Rule 13d-4.
What is the purpose of Squadron’s Palisade Bio (PALI) share holdings according to the filing?
The reporting persons certify the Palisade Bio securities were acquired and are held in the ordinary course of business. They state the shares were not acquired to change or influence control of the issuer, except for activities solely tied to nominations under Rule 14a-11.
What type of SEC filing did Squadron use to report its Palisade Bio (PALI) position?
The position is disclosed on an amended Schedule 13G/A. This form is used to report beneficial ownership of more than a certain threshold when the holder qualifies for a passive or similar reporting status, as opposed to a control-oriented Schedule 13D filing.
