Deep Track discloses 6.43M pre-funded warrants, holds 9.99% of PALI

Rhea-AI Filing Summary

Palisade Bio, Inc. received a joint Schedule 13G showing that Deep Track entities and David Kroin together beneficially own 10,012,958 shares, representing 9.99% of the outstanding common stock as of October 8, 2025. The filing breaks ownership across Deep Track Capital, LP (9.99% combined with related funds), Deep Track Biotechnology Master Fund, Ltd. (6.49%), and Deep Track Special Opportunities Fund, LP (3.5%). The total share count used for calculations is 100,229,818, which includes 6,428,571 pre-funded warrants exercisable subject to a 9.99% maximum ownership limitation. The filers state the holdings were not acquired to change or influence control.

Positive

• Clear disclosure of combined beneficial ownership totaling 10,012,958 shares (9.99%)
• Pre-funded warrants disclosed (6,428,571) with an explicit 9.99% exercise limit, reducing immediate dilution risk
• Joint filing and certifications indicate the group currently asserts passive intent under Schedule 13G

Negative

• Stake approaches the 10% threshold, which could limit future conversion or purchases without reclassification
• Significant ownership concentration (nearly 10%) could be viewed as governance risk if intent changes
• Calculations rely on issuer's prospectus share count of 96,645,431 plus convertible shares; future changes to outstanding shares would alter percentages

Insights

Equity Ownership Analyst

Large passive stake near the 9.99% threshold, with convertible instruments capped at the same limit.

The combined position of 10,012,958 shares equals 9.99% of the company using the issuer's 100,229,818 share base, and includes 6,428,571 pre-funded warrants that are exercisable but limited by a 9.99% maximum percentage.

This structure keeps the filer below a 10% ownership trigger while preserving upside through warrants; potential dilution and voting influence are constrained by the explicit exercise limitation. Monitor any amendments or exercises that would change the share count or the issuer's stated maximum percentage in the near term.

Corporate Governance Specialist

Filing signals coordinated reporting across related funds and an individual, with joint-filing acknowledgements.

The submission is a joint Schedule 13G by multiple Deep Track entities and David Kroin, with signed certifications confirming the holdings are not intended to effect control. The joint-filing statement allocates responsibility for future amendments among the signatories.

For investors, the key governance implication is that the group currently positions itself as passive under Schedule 13G rules while retaining a concentrated stake; any shift in intent or activity that affects control would require reclassification and different disclosure within statutory timeframes.

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, par value $0.01 per share

(Title of Class of Securities)

696389402

(CUSIP Number)

10/01/2025

(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

Deep Track 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 10,012,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,012,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,012,958.00

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, OO

SCHEDULE 13G

CUSIP No. 696389402

1

Names of Reporting Persons

Deep Track Biotechnology 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 6,509,387.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 6,509,387.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

6,509,387.00

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)

6.49 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 696389402

1

Names of Reporting Persons

David Kroin

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 10,012,958.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 10,012,958.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

10,012,958.00

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)

HC, IN

SCHEDULE 13G

CUSIP No. 696389402

1

Names of Reporting Persons

Deep Track Special Opportunities 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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 3,503,571.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 3,503,571.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

3,503,571.00

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)

3.5 %

12

Type of Reporting Person (See Instructions)

PN

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: (i) Deep Track Capital, LP (ii) Deep Track Biotechnology Master Fund, Ltd. (iii) David Kroin (iv) Deep Track Special Opportunities Fund, LP.
(b)	Address or principal business office or, if none, residence: (i) 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (ii) c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands (iii) c/o Deep Track Capital, LP, 200 Greenwich Ave, 3rd Floor, Greenwich, CT 06830 (iv) c/o Deep Track Capital, LP, 200 Greenwich Avenue, Greenwich, CT 06830
(c)	Citizenship: (i) Delaware (ii) Cayman Islands (iii) United States (iv) 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: 10,012,958
(b)	Percent of class: 9.99%
(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: 10,012,958
	(iii) Sole power to dispose or to direct the disposition of: 0
	(iv) Shared power to dispose or to direct the disposition of: 10,012,958
Item 5.	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. Deep Track Capital, LP is the relevant entity for which David Kroin may be considered a control person.
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.

Deep Track Capital, LP

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser
Date:	10/08/2025

Deep Track Biotechnology Master Fund, Ltd.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Director
Date:	10/08/2025

David Kroin

Signature:	/s/ David Kroin
Name/Title:	David Kroin
Date:	10/08/2025

Deep Track Special Opportunities Fund, LP.

Signature:	/s/ David Kroin
Name/Title:	David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP
Date:	10/08/2025

Exhibit Information

Item 4: Information with respect to the Reporting Persons' ownership of the Common Stock as of October 8, 2025, is incorporated by reference to items (5) - (9) and (11) of the cover page of the respective Reporting Person. The amount beneficially owned by each Reporting Person is determined using 100,229,818 shares, calculated using 96,645,431 Common Stock outstanding as of October 2, 2025, according to the issuer's Prospectus filed with the SEC on October 2, 2025 and 3,584,387 Common Stock that would be converted to Common Stock by the Reporting Person up to the Maximum Percentage. The beneficially owned shares include 6,428,571 Pre-Funded Warrants exercisable to common shares, subject to a 9.99% Maximum Percentage exercise limitation. The Issuer shall not effect the exercise of any portion of the Pre-Funded Warrants, to the extent that after giving effect to such exercise, the holder collectively would beneficially own in excess of 9.99% (the "Maximum Percentage") of the number of Common Stock outstanding immediately after giving effect to such exercise Deep Track Capital LP and David Kroin may be deemed to be considered beneficial owners of a combined 6,428,571 common stock and 6,428,571 pre-funded warrants subject to the Maximum Percentage exercise limitation. Deep Track Biotechnology Master Fund Ltd is the beneficial owner of a combined 2,925,000 common shares and 6,428,571 pre-funded warrants subject to the Maximum Percentage exercise limitation. Deep Track Special Opportunities Fund LP is the beneficial owner of 3,503,571 common shares. JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate. Dated: October 8, 2025 Deep Track Capital, LP By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser Deep Track Biotechnology Master Fund, Ltd. By: /s/ David Kroin David Kroin, Director David Kroin By: /s/ David Kroin David Kroin Deep Track Special Opportunities Fund, LP. By: /s/ David Kroin David Kroin, Managing Member of the General Partner of the Investment Adviser of Deep Track Special Opportunities Fund, LP

FAQ

What stake did Deep Track report in Palisade Bio (PALI)?

Deep Track entities and David Kroin reported beneficial ownership of 10,012,958 shares, equal to 9.99% of common stock as of October 8, 2025.

How many pre-funded warrants did the filers disclose in the PALI filing?

The filing discloses 6,428,571 pre-funded warrants exercisable into common shares, subject to a 9.99% maximum ownership limitation.

What share count was used to calculate the percentage in the Schedule 13G for PALI?

The percentage was calculated using a base of 100,229,818 shares, which includes 96,645,431 outstanding common shares reported in the prospectus and 3,584,387 convertible shares.

Did the filers state an intent to influence control of Palisade Bio (PALI)?

No. The certifying statement affirms the securities were not acquired and are not held to change or influence control.

Who signed the Schedule 13G for the Deep Track group?

All filings are signed by David Kroin in capacities for Deep Track Capital, LP; Deep Track Biotechnology Master Fund, Ltd.; Deep Track Special Opportunities Fund, LP; and personally, dated October 8, 2025.