Schedule 13G filed for Palisade Bio, Inc. (PALI) discloses that several related reporting persons tied to Squadron Capital hold significant passive stakes in the company. The filing shows Squadron Master Fund LP beneficially owns 7,308,580 shares (representing 7.6% of the outstanding common stock) and Squadron Capital Management LLC and two partners, Matthew Sesterhenn and William Blank, each report ownership of 8,250,000 shares (each representing 8.5%). All reported holdings are shared voting and dispositive power; no reporting person claims sole voting or sole dispositive power. The ownership percentages are calculated from a stated base of 96,645,431 shares outstanding as of 10/01/2025. The filing includes the standard Rule 13d-4 disclaimer that the advisers and partners disclaim beneficial ownership.
Positive
Disclosure of material stakes: Squadron entities report holdings above the 5% SEC threshold (7,308,580 and 8,250,000 shares).
Filed as Schedule 13G, which indicates the positions are reported as passive under current statements.
Negative
No sole voting or dispositive power reported, which limits direct control despite size of holdings.
Rule 13d-4 disclaimer by the adviser and partners creates ambiguity about ultimate beneficial ownership and future intent.
Insights
Large passive stakes disclosed: two related entities report up to 8.5%.
The data shows 8,250,000 shares tied to Squadron Capital and each named partner, and 7,308,580 shares held by Squadron Master Fund LP, representing meaningful minority positions against a 96,645,431-share base. These positions exceed the common 5% disclosure threshold and are reported under Schedule 13G, which typically signals passive intent rather than an active control campaign.
The primary dependencies are the reporting persons' disclaimers under Rule 13d-4 and the classification as passive; watch for any future amendment converting to Schedule 13D or additional filings within the next months that would indicate a shift in intent.
Shared voting and dispositive power noted; no sole control claimed.
All reporting persons list 0 sole voting and dispositive power and report shared power for the stated share counts. The filing's certification asserts the securities were not acquired to change or influence control, and the Rule 13d-4 disclaimer preserves that stance. This limits immediate governance impact but still gives the group a blocking minority range on certain matters.
Investors should track any engagement disclosures or proxy-related communications over the typical proxy season and any amendments within 90 days that would change classification from passive to active.
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
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
7,308,580.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
7,308,580.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
7,308,580.00
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)
7.6 %
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
8,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,250,000.00
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)
8.5 %
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
8,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,250,000.00
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)
8.5 %
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
8,250,000.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
8,250,000.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
8,250,000.00
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)
8.5 %
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 - 7,308,580 shares
Squadron Capital Management, LLC - 8,250,000 shares
Matthew Sesterhenn - 8,250,000 shares
William Blank - 8,250,000 shares
(b)
Percent of class:
Ownership percentage is based on 96,645,431 shares of common stock, par value $0.01 per share, outstanding as of October 1, 2025, as represented by the Issuer in the Prospectus [Rule 424(b)(4)] filed with the Securities and Exchange Commission on October 2, 2025.
Squadron Master Fund LP - 7.6%
Squadron Capital Management, LLC - 8.5%
Matthew Sesterhenn - 8.5%
William Blank - 8.5%
(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 - 7,308,580 shares
Squadron Capital Management, LLC - 8,250,000 shares
Matthew Sesterhenn - 8,250,000 shares
William Blank - 8,250,000 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 - 7,308,580 shares
Squadron Capital Management, LLC - 8,250,000 shares
Matthew Sesterhenn - 8,250,000 shares
William Blank - 8,250,000 shares
Item 5.
Ownership of 5 Percent or Less of a Class.
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.
The Funds have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock covered by this Statement.
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 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 did Squadron Capital report in Palisade Bio (PALI)?
The filing shows Squadron Capital Management LLC and each named partner report 8,250,000 shares, equal to 8.5% of common stock.
How many shares does Squadron Master Fund LP own in PALI?
Squadron Master Fund LP reports ownership of 7,308,580 shares, representing 7.6% of the outstanding shares.
Are these holdings reported as passive or active for PALI?
The holders filed a Schedule 13G, which indicates the positions are reported as passive and not intended to influence control per the certification and Rule 13d-4 disclaimer.
Do any reporting persons claim sole voting or dispositive power over the PALI shares?
No. Each reporting person lists 0 shares with sole voting or sole dispositive power and reports only shared voting and dispositive power for the stated amounts.
What share count was used to calculate the ownership percentages for PALI?
Percentages are based on 96,645,431 shares outstanding as of 10/01/2025, per the filing's stated prospectus reference.
Does the filing indicate any intent to change or influence control of PALI?
The certification states the securities were not acquired to change or influence control and the filing includes a Rule 13d-4 disclaimer; no statement of intent to control is made.
