Commodore Capital reports 12.37M-share stake in Palisade Bio (PALI)

Rhea-AI Filing Summary

Palisade Bio, Inc. beneficial ownership update: Commodore Capital reports beneficially owning 12,366,776 shares of Common Stock as of March 31, 2026, equal to 7.2% based on 167,421,702 shares reported outstanding. The total includes 5,185,714 shares issuable upon exercise of a Pre-Funded Warrant, which is subject to a 9.99% Beneficial Ownership Limitation.

Insights

SEC Filings Analyst

Filing amends beneficial ownership disclosure for Commodore Capital and related filers.

The amendment reports an aggregate beneficial position of 12,366,776 shares and ties the percentage to an issuer-reported outstanding share count of 167,421,702 as of March 31, 2026. The disclosure clarifies that 5,185,714 shares are issuable on exercise of a Pre-Funded Warrant and that a 9.99% Beneficial Ownership Limitation applies.

Because this is an ownership disclosure under Schedule 13G/A, the filing is routine in nature; subsequent filings could show purchases or sales, but this amendment itself does not state any transaction direction.

Key Figures

Beneficially owned shares: 12,366,776 shares Outstanding shares: 167,421,702 shares Shares issuable on warrant: 5,185,714 shares +2 more

5 metrics

Beneficially owned shares 12,366,776 shares aggregate position reported as of March 31, 2026

Outstanding shares 167,421,702 shares shares reported as issued and outstanding as of March 31, 2026

Shares issuable on warrant 5,185,714 shares issuable upon exercise of a Pre-Funded Warrant included in aggregate ownership

Ownership percentage 7.2% percent of class based on the stated outstanding share count

Beneficial Ownership Limitation 9.99% limitation applicable to the Pre-Funded Warrant

Key Terms

Pre-Funded Warrant, Beneficial Ownership Limitation, Schedule 13G/A

3 terms

Pre-Funded Warrant financial

"includes 5,185,714 shares of Common Stock each Filer has the right to acquire"

A pre-funded warrant is a financial instrument that gives the holder the right to buy shares of a company's stock at a set price, with most of the purchase cost already paid upfront. It functions like a nearly fully paid option, allowing investors to secure shares quickly while minimizing the amount of additional money they need to invest later. This helps investors gain ownership rights efficiently, often used to avoid certain regulatory restrictions or to prepare for future stock purchases.

Beneficial Ownership Limitation regulatory

"which is subject to a beneficial ownership limitation of 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.

Schedule 13G/A regulatory

"This report is being filed by Commodore Capital LP... (Amendment No. 1)"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

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)

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

Commodore 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 12,366,776.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,366,776.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,366,776.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP Number(s): 696389402

1

Names of Reporting Persons

Commodore Capital Master 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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 12,366,776.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,366,776.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,366,776.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP Number(s): 696389402

1

Names of Reporting Persons

Robert Egen Atkinson

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 12,366,776.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,366,776.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,366,776.00

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)

7.2 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP Number(s): 696389402

1

Names of Reporting Persons

Michael Kramarz

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 12,366,776.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 12,366,776.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

12,366,776.00

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)

7.2 %

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: 4600 South Syracuse Street, Suite 900, Denver, COLORADO, 80237.
Item 2.
(a)	Name of person filing: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(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: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of March 31, 2026, the Firm may be deemed to beneficially own an aggregate of 12,366,776.00 shares of Common Stock, par value $0.01 per share (the "Common Stock"), consisting of (i) 7,181,062 shares of the Common Stock and (ii) 5,185,714 shares of Common Stock each Filer has the right to acquire through the exercise of a pre-funded warrant ("Pre-Funded Warrant") of Palisade Bio, Inc. (the "Issuer"), which is subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 167,421,702 Common Stock reported as issued and outstanding as of March 31, 2026 in the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2026, plus 5,185,714 shares of Common Stock which the Filers may acquire upon the exercise of the Pre-Funded Warrant, subject to the Beneficial Ownership Limitation.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	05/15/2026

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	05/15/2026

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	05/15/2026

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	05/15/2026

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

What stake does Commodore Capital (PALI) report?

Commodore Capital reports beneficial ownership of 12,366,776 shares as of March 31, 2026. This figure includes 5,185,714 shares issuable upon exercise of a pre-funded warrant and equals 7.2% of the stated outstanding base.

How is the 7.2% ownership calculated for PALI?

The 7.2% figure is based on 167,421,702 shares outstanding reported as of March 31, 2026. The filers included the shares issuable upon exercise of the pre-funded warrant when presenting the aggregate position.

What is the Pre-Funded Warrant mentioned in the filing?

The Pre-Funded Warrant gives the filers the right to acquire 5,185,714 shares of common stock upon exercise. Those exercisable shares are included in the aggregate beneficial ownership disclosed in this amendment.

Does Commodore’s filing say they exceed ownership limits?

No; the filing states the pre-funded warrant is subject to a 9.99% Beneficial Ownership Limitation. The disclosed aggregate of 12,366,776 shares is reported with that limitation in place.

Who are the individual filers listed in the amendment?

The amendment is filed by Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz. Messrs. Kramarz and Atkinson are managing partners exercising investment discretion for the Firm.