United States securities and exchange commission logo





                             October 8, 2021

       Thomas Hallam
       Chief Executive Officer
       PALISADE BIO, INC.
       5800 Armada Drive, Suite 210
       Carlsbad, CA
       92008

                                                        Re: PALISADE BIO, INC.
                                                            Registration
Statement on Form S-3
                                                            Filed September 23,
2021
                                                            File No. 333-259747

       Dear Dr. Hallam:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Form S-3 Filed September 23, 2021

       Cover Page

   1.                                                   Please disclose
prominently on the prospectus cover page that you are not a Chinese
                                                        operating company but a
Delaware holding company with operations conducted by your
                                                        subsidiaries in the
U.S. and China and that this structure involves unique risks to
                                                        investors.
   2.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in China. Your disclosure
                                                        should make clear
whether these risks could result in a material change in your operations
                                                        and/or the value of
your common stock or could significantly limit or completely hinder
 Thomas Hallam
FirstName
PALISADELastNameThomas  Hallam
            BIO, INC.
Comapany
October    NamePALISADE BIO, INC.
        8, 2021
October
Page 2 8, 2021 Page 2
FirstName LastName
         your ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Your disclosure
should address how
         recent statements and regulatory actions by China   s government, such
as those related to
         the use of variable interest entities and data security or
anti-monopoly concerns, has or
         may impact the company   s ability to conduct its business, accept
foreign investments, or
         list on an U.S. or other foreign exchange. Your prospectus summary
should address, but
         not necessarily be limited to, the risks highlighted on the prospectus
cover page.
3.       Clearly disclose how you will refer to the holding company and
subsidiaries when
         providing the disclosure throughout the document so that it is clear
to investors which
         entity the disclosure is referencing and which subsidiaries or
entities are conducting the
         business operations. Disclose clearly the entity (including the
domicile) in which investors
         are purchasing their interest.
Prospectus Summary, page 2

4.       Please disclose clearly in the prospectus summary that the company
uses a structure that
         involves a subsidiary based in China and what that entails and provide
early in the
         summary a diagram of the company   s corporate structure, including
who the equity
         ownership interests are of each entity. Identify clearly the entity in
which investors are
         purchasing their interest and the entities in which the company   s
operations are conducted.
         Describe the relevant relationships between the entities and how this
type of corporate
         structure may affect investors and the value of their investment.
5.       Disclose each permission that you or your subsidiaries are required to
obtain from Chinese
         authorities to operate and issue these securities to foreign
investors. State whether you or
         your subsidiaries are covered by permissions requirements from the
CSRC, CAC or any
         other entity that is required to approve of you or your subsidiaries
 operations, and state
         affirmatively whether you have received all requisite permissions and
whether any
         permissions have been denied.
6.       Provide a clear description of how cash is transferred through your
organization. Quantify
         any cash flows and transfers of other assets by type that have
occurred between the
         holding company and its subsidiaries, and direction of transfer.
Quantify any dividends or
         distributions that a subsidiary has made to the holding company and
which entity made
         such transfer, and their tax consequences. Similarly quantify
dividends or distributions
         made to U.S. investors, the source, and their tax consequences.
Describe any restrictions
         on foreign exchange and your ability to transfer cash between
entities, across borders, and
         to U.S. investors. Describe any restrictions and limitations on your
ability to distribute
         earnings from your businesses, including subsidiaries, to the parent
company and U.S.
         investors.
7.       Disclose that trading in your securities may be prohibited under the
Holding Foreign
         Companies Accountable Act if the PCAOB determines that it cannot
inspect or fully
         investigate your auditor, and that as a result an exchange may
determine to delist your
 Thomas Hallam
FirstName
PALISADELastNameThomas  Hallam
            BIO, INC.
Comapany
October    NamePALISADE BIO, INC.
        8, 2021
October
Page 3 8, 2021 Page 3
FirstName LastName
         securities.
Summary of Risk Factors, page 4

8.       In your summary of risk factors, disclose the risks that your
corporate structure and
         being based in or having the majority of the company   s operations in
China poses to
         investors. In particular, describe the significant regulatory,
liquidity, and enforcement
         risks with cross-references to more detailed discussion of these risks
in the prospectus. For
         example, specifically discuss risks arising from the legal system in
China, including risks
         and uncertainties regarding the enforcement of laws and that rules and
regulations in
         China can change quickly with little advance notice; and the risk that
the Chinese
         government may intervene or influence your operations at any time, or
may exert more
         control over offerings conducted overseas and/or foreign investment in
China based
         issuers, which could result in a material change in your operations
and/or the value of
         your common stock. Acknowledge any risks that any actions by the
Chinese government
         to exert more oversight and control over offerings that are conducted
overseas and/or
         foreign investment in China-based issuers could significantly limit or
completely hinder
         your ability to offer or continue to offer securities to investors and
cause the value of
         such securities to significantly decline or be worthless.
Risk Factors, page 8

9.       Given the Chinese government   s significant oversight and discretion
over the conduct of
         your business, please revise your risk factors to separately highlight
the risk that the
         Chinese government may intervene or influence your operations at any
time, which
         could result in a material change in your operations and/or the value
of your common
         stock. Also, given recent statements by the Chinese government
indicating an intent to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers, acknowledge the risk that any such
action could
         significantly limit or completely hinder your ability to offer or
continue to offer securities
         to investors and cause the value of such securities to significantly
decline or be worthless.
10.      In light of recent events indicating greater oversight by the
Cyberspace Administration of
         China over data security, particularly for companies seeking to list
on a foreign exchange,
         please revise your disclosure to explain how this oversight impacts
your business and your
         offering and to what extent you believe that you are compliant with
the regulations or
         policies that have been issued by the CAC to date.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 Thomas Hallam
PALISADE BIO, INC.
October 8, 2021
Page 4

       You may contact Lauren Hamill at 303-844-1008 or Celeste Murphy at
202-551-3257
with any questions.



                                                       Sincerely,
FirstName LastNameThomas Hallam
                                                       Division of Corporation
Finance
Comapany NamePALISADE BIO, INC.
                                                       Office of Life Sciences
October 8, 2021 Page 4
cc:       Karen Deschaine
FirstName LastName