Palisade Bio, Inc. received a new large shareholder disclosure from Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia. The group reports beneficial ownership of 9,567,898 shares of Palisade Bio common stock, representing 6.4% of the outstanding class.
The ownership is held through Octagon Investments Master Fund, with Octagon acting as investment manager and Ting Jia as the control person of Octagon. The filing states 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
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
Octagon Capital Advisors 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
9,567,898.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,567,898.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,567,898.00
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)
6.4 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Octagon Investments 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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,567,898.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,567,898.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,567,898.00
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)
6.4 %
12
Type of Reporting Person (See Instructions)
PN, OO
SCHEDULE 13G
CUSIP No.
696389402
1
Names of Reporting Persons
Ting Jia
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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
9,567,898.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,567,898.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,567,898.00
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)
6.4 %
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, CA, 92008
Item 2.
(a)
Name of person filing:
This statement is being jointly filed by:
Octagon Capital Advisors LP ("Octagon")
Octagon Investments Master Fund LP ("Master Fund")
Ting Jia, as the principal beneficial owner of Octagon ("Dr. Jia")
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
Octagon serves as the investment manager of the Master Fund. Dr. Jia is the managing member of Octagon. By virtue of these relationships each of Octagon and Dr. Jia may be deemed to beneficially own the Issuer's Common Shares directly owned by the Master Fund.
(b)
Address or principal business office or, if none, residence:
The address of the business office of each of the Reporting Persons is 654 Madison Avenue, 21st Floor, New York, NY 10065.
(c)
Citizenship:
Octagon is a Delaware limited partnership. The Master Fund is an exempted limited partnership established in the Cayman Islands. Dr. Jia is a Chinese citizen.
(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:
9,567,898
(b)
Percent of class:
6.4 %
(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:
9,567,898
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
9,567,898
The percentage reported on this Schedule 13G is calculated based upon 149,003,210 Common Shares outstanding as of November 5, 2025, as reported in the Form 10-Q filed by the Issuer on November 10, 2025.
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.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Octagon is the investment advisor to the Master Fund and other accounts. Dr. Jia is the control person of Octagon. The Master Fund holds the Common Shares for the benefit of its investors. The Master Fund and Octagon, for the benefit of its investors, have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Shares.
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 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.
Octagon Capital Advisors LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member
Date:
02/10/2026
Octagon Investments Master Fund LP
Signature:
/s/ Ting Jia
Name/Title:
Managing Member, Octagon Investments GP, LLC, its general partner
How many Palisade Bio (PALI) shares does Octagon report owning?
Octagon Capital Advisors, Octagon Investments Master Fund, and Ting Jia report beneficial ownership of 9,567,898 Palisade Bio common shares. These shares are held through Octagon Investments Master Fund, with Octagon as investment manager and reflect a significant institutional position in the company.
What percentage of Palisade Bio (PALI) is owned by the reporting group?
The reporting group states it beneficially owns 6.4% of Palisade Bio’s common stock. This percentage is calculated using 149,003,210 common shares outstanding as of November 5, 2025, as reported by Palisade Bio in a previously filed quarterly report.
Who are the reporting persons in this Palisade Bio (PALI) Schedule 13G?
The Schedule 13G is jointly filed by Octagon Capital Advisors LP, Octagon Investments Master Fund LP, and Ting Jia. Octagon manages the Master Fund, and Ting Jia is the managing member and control person of Octagon, giving each a deemed beneficial ownership interest.
Is Octagon’s stake in Palisade Bio (PALI) a passive investment?
The filing certifies 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. It also states they are not held in connection with any transaction aimed at influencing control.
Who has voting and dispositive power over the Palisade Bio (PALI) shares?
The reporting group discloses shared voting power and shared dispositive power over 9,567,898 shares, and no sole voting or dispositive power. This means decisions on voting and selling these shares are made jointly under their stated relationships.
On what date did Octagon’s Palisade Bio (PALI) ownership trigger this filing?
The Schedule 13G lists December 31, 2025 as the date of the event requiring the filing. That date reflects when their beneficial ownership position met the regulatory threshold that requires public disclosure on a Schedule 13G.