CEO, CFO Finley John David exercised 335,300 shares at a strike of $0.00 and sold $303,343 worth of shares (146,798 units at $2.07), increasing direct ownership by 646% to 217,688 units (SEC Form 4) to cover withholding tax
$PALI
Biotechnology: Biological Products (No Diagnostic Substances)
Health Care
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ] | 5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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| 2a. Foreign Trading Symbol
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| 3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2026 | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| 4. If Amendment, Date of Original Filed
(Month/Day/Year) |
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 07/06/2026 | M(1) | 335,167 | A | (1) | 364,353(2) | D | |||
| Common Stock | 07/07/2026 | S(3) | 146,798 | D | $2.0664(4) | 217,555 | D | |||
| Common Stock | 07/07/2026 | M | 133 | A | $0.7 | 217,688 | D | |||
| Common Stock | 51 | I | By FCW Investments, LLC(5) | |||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (6) | 07/06/2026 | M | 335,167 | (7) | (7) | Common Stock | 335,167 | $0 | 1,675,833 | D | ||||
| Series 2 Common Stock Purchase Warrant | $0.7(8) | 07/07/2026 | M | 133(9) | (10) | 08/16/2027 | Common Stock | 133 | $0 | 0 | D | ||||
| Explanation of Responses: |
| 1. The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs") granted on February 9, 2026. |
| 2. Includes 1,899 shares acquired under the Issuer's Employee Stock Purchase Plan on May 20, 2026. In addition, the amount of securities beneficially owned was reduced by 66 shares due to an administrative error in the total reported in the Form 4 filed February 13, 2026. |
| 3. The sale reported in this Form 4 represents shares sold by the Reporting Person to cover tax withholding obligations in connection with the vesting and settlement of RSUs. |
| 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.045 to $2.09, inclusive. The Reporting Person has provided to the Issuer, and undertakes to provide to the staff of the Securities and Exchange Commission or any security holder of the Issuer, upon request, full information regarding the number of shares sold at each separate price within the range. |
| 5. The Reporting Person is the managing member of FCW Investments, LLC and has the sole investment and voting power over the securities held by this entity. |
| 6. Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| 7. The RSUs shall vest with respect to 1/6th of the shares on July 6, 2026 and quarterly thereafter over the following 10 quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. |
| 8. As adjusted in accordance with the terms of the Series 2 Common Stock Purchase Warrants following the public offering that closed on October 2, 2025. |
| 9. Reflects adjustments pursuant to the Issuer's 1-for-50 reverse stock split effective November 15, 2022, and the Issuer's 1-for-15 reverse stock split effective April 5, 2024. |
| 10. Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 2 Warrants became exercisable upon receipt of stockholder approval per Nasdaq rules, which was obtained on October 6, 2022. |
| /s/ Ryker Willie, Attorney-in-Fact for John David Finley | 07/08/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 4: SEC 1474 (03-26) | ||