Commodore Capital and affiliated filers reported beneficial ownership of 9,690,665 shares of Palisade Bio, Inc. common stock, representing 9.9% of the outstanding class as of October 1, 2025. The position consists of 9,332,443 shares plus 358,222 shares issuable upon exercise of a pre-funded warrant; an additional 4,827,492 shares underlying a separate pre-funded warrant were excluded due to a stated 9.99% beneficial ownership limitation. The reporting group includes Commodore Capital LP (investment manager), Commodore Capital Master LP, and principals Robert Egen Atkinson and Michael Kramarz. Filers certify the stake was not acquired to change or influence control.
Transparent mechanics: filing specifies share counts, pre-funded warrant conversion of 358,222 shares, and the 9.99% ownership limit
Negative
Beneficial Ownership Limitation (9.99%) restricts immediate increase beyond current 9.9% position
Excluded warrants: 4,827,492 shares underlying a pre-funded warrant are not counted, limiting clarity on potential future dilution or accumulation
Insights
Large passive stake disclosed: 9.9% ownership signals significant investor interest.
The reported 9.9% position is sizeable relative to the 96,645,431 shares used for the calculation and could make the filers a meaningful blockholder for Palisade Bio. The position is held by an investment manager and related entities, with voting and dispositive power shared across the group.
Near-term dependencies include the Beneficial Ownership Limitation (9.99%) that caps further immediate economic ownership and the existence of additional excluded pre-funded warrants totaling 4,827,492 shares which could not be counted due to that cap. Watch for any amendment if the filers seek to exceed the limit or disclose plans beyond passive ownership within the next reporting cycle.
Disclosure clarifies ownership mechanics and governance posture.
The filing states the position was not acquired to change or influence control and includes a certification to that effect, which is relevant for governance signalling and potential proxy dynamics. Shared voting/dispositive power indicates coordinated decision-making among the filers rather than a single individual acting alone.
Risks and monitoring points include any future transactions that would require an update to Schedule 13D/G if intent or ownership changes, and whether the group engages in nominations or other governance actions; such developments would likely be reported in subsequent filings within standard SEC 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
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
9,690,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,690,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,665.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IA, PN
SCHEDULE 13G
CUSIP No.
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
9,690,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,690,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,665.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
9,690,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,690,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,665.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP No.
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
9,690,665.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,690,665.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,690,665.00
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)
9.9 %
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:
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.
Commodore Capital LP (the "Firm") is the investment manager to Commodore Capital Master LP. As of October 1, 2025, the Firm may be deemed to beneficially own an aggregate of 9,690,665 shares of Common Stock, par value $0.01 per share (the "Common Stock"), of Palisade Bio, Inc. (the "Issuer"), consisting of (i) 9,332,443 shares of Common Stock, and (ii) 358,222 shares of Common Stock underlying a pre-funded warrant, which is subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes 4,827,492 of Common Stock underlying a pre-funded warrant, which is subject to 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 96,645,431 shares of the Issuer's Common Stock outstanding as of October 1, 2025 as issued in the Issuer's Rule 424(b)(4) Prospectus filed with the Securities and Exchange Commission on October 2, 2025, plus 358,222 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.
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.
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