RA Capital and affiliated persons disclose beneficial ownership of 9,935,761 shares of Palisade Bio common stock, representing effectively 9.99% of the outstanding shares under the terms of pre-funded warrants and a beneficial ownership blocker. The Fund directly holds 7,124,116 shares and pre-funded warrants exercisable for up to 6,614,285 shares, but exercise is limited so total reported beneficial ownership is capped at 9,935,761 shares. The ownership percentage is calculated using 96,645,431 shares outstanding plus 2,811,645 issuable shares, per the issuer's prospectus.
The filing clarifies voting and disposition powers: RA Capital is delegated sole voting and dispositive power over the Fund's holdings, and Dr. Peter Kolchinsky and Mr. Rajeev Shah are identified as controlling persons of RA Capital. Each reporting person disclaims beneficial ownership except as required for Section 13(d) filing obligations. The statement affirms the holdings were not acquired to influence control and includes a joint filing agreement.
Positive
None.
Negative
None.
Insights
RA Capital and affiliates report a near-10% economic position with exercise limits from pre-funded warrants.
The filing shows a 9.99% ownership cap driven by a Beneficial Ownership Blocker in pre-funded warrants that prevents exercise above the cap. The Fund directly holds 7,124,116 shares and has warrants exercisable for 6,614,285 shares, but exercise is constrained so reported beneficial ownership equals 9,935,761.
This ownership level is material for investors because it crosses standard 5% disclosure thresholds and signals a sizeable position without control intentions. Watch for any future amendments if the blocker is changed or additional exercises occur within typical notice periods (the Fund cannot revoke delegation on less than 61 days notice).
The statement identifies filing persons, provides the issuer's share base used in the calculation, and explains rounding differences due to EDGAR field limits (cover-page percentages listed as 9.9% though effective cap is 9.99%). It also includes the required certification that the holdings were not acquired to influence control.
Material compliance items to monitor include any change in the Fund's delegation of voting/dispositive power, modifications to the Beneficial Ownership Blocker, or updates to outstanding share counts that would alter the reported 9.99% threshold within the near term.
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)
10/02/2025
(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
RA Capital Management, L.P.
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
9,935,761.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,935,761.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,935,761.00
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
Peter Kolchinsky
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
9,935,761.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,935,761.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,935,761.00
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
Rajeev Shah
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
9,935,761.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,935,761.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,935,761.00
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
RA Capital Healthcare Fund, L.P.
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
9,935,761.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
9,935,761.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
9,935,761.00
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
Item 1.
(a)
Name of issuer:
PALISADE BIO, INC.
(b)
Address of issuer's principal executive offices:
7750 EL CAMINO REAL, SUITE 5200, CARLSBAD, CA, 92009.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
RA Capital Management, L.P. ("RA Capital")
Peter Kolchinsky
Rajeev Shah
RA Capital Healthcare Fund, L.P. (the "Fund")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is:
c/o RA Capital Management, L.P., 200 Berkeley Street, 18th Floor, Boston MA 02116
(c)
Citizenship:
RA Capital and the Fund are Delaware limited partnerships.
Dr. Kolchinsky and Mr. Shah are United States citizens.
(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:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of shares of common stock of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
The Fund directly holds 7,124,116 shares of common stock and pre-funded warrants ("Pre-Funded Warrants") exercisable for up to 6,614,285 shares of common stock. The Pre-Funded Warrants contain a provision (the "Beneficial Ownership Blocker"), which precludes the exercise of the Pre-Funded Warrants to the extent that, following exercise, the Fund, together with its affiliates and other attribution parties, would own more than 9.99% of the common stock outstanding. The Fund is currently prohibited from exercising a portion of the Pre-Funded Warrants to the extent that such exercise would result in beneficial ownership of more than 9,935,761 shares of common stock.
RA Capital Healthcare Fund GP, LLC is the general partner of the Fund. The general partner of RA Capital is RA Capital Management GP, LLC, of which Dr. Kolchinsky and Mr. Shah are the controlling persons. RA Capital serves as investment adviser for the Fund and may be deemed a beneficial owner, for purposes of Section 13(d) of the Act, of any securities of the Issuer held by the Fund. The Fund has delegated to RA Capital the sole power to vote and the sole power to dispose of all securities held in the Fund's portfolio, including the shares of the Issuer's common stock reported herein. Because the Fund has divested voting and investment power over the reported securities it holds and may not revoke that delegation on less than 61 days' notice, the Fund disclaims beneficial ownership of the securities it holds for purposes of Section 13(d) of the Act. As managers of RA Capital, Dr. Kolchinsky and Mr. Shah may be deemed beneficial owners, for purposes of Section 13(d) of the Act, of any securities of the Issuer beneficially owned by RA Capital. RA Capital, Dr. Kolchinsky, and Mr. Shah disclaim beneficial ownership of the securities reported in this Schedule 13G other than for the purpose of determining their obligations under Section 13(d) of the Act, and the filing of this Schedule 13G shall not be deemed an admission that either RA Capital, Dr. Kolchinsky, or Mr. Shah is the beneficial owner of such securities for any other purpose.
(b)
Percent of class:
Due to the Beneficial Ownership Blocker listed in the Pre-Funded Warrants, each Reporting Person's beneficial ownership percentage is 9.99%. Such percentage is based upon the sum of (i) 96,645,431 shares of the Issuer's common stock outstanding as of October 2, 2025, as disclosed in the Issuer's final prospectus dated October 1, 2025 filed with the Securities and Exchange Commission (the "SEC") on October 2, 2025 and (ii) 2,811,645 shares of common stock issuable upon the exercise of the Pre-Funded Warrants. Due to field limitations of the EDGAR filing system, the percentages listed in Row 11 of the Reporting Persons' cover pages have been rounded down to 9.9%.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person and is incorporated by reference.
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.
RA Capital Management, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By Peter Kolchinsky, Authorized Signatory
Date:
10/09/2025
Peter Kolchinsky
Signature:
/s/ Peter Kolchinsky
Name/Title:
Peter Kolchinsky
Date:
10/09/2025
Rajeev Shah
Signature:
/s/ Rajeev Shah
Name/Title:
Rajeev Shah
Date:
10/09/2025
RA Capital Healthcare Fund, L.P.
Signature:
/s/ Peter Kolchinsky
Name/Title:
By RA Capital Healthcare Fund GP, LLC, its General Partner, By Peter Kolchinsky, Manager
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