SEC FORM 4

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Finley John David

(Last)

(First)

(Middle)

C/O PALISADE BIO, INC.

5800 ARMADA DR., SUITE 210

(Street)

CARLSBAD

92008

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/27/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/27/2021		A		2,396	A	⁽¹⁾	2,396	D
Common Stock	04/27/2021		A		26,322	A	⁽²⁾	26,322	I	By FCW Investments LLC⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$27.59	04/27/2021		A		10,418		⁽⁴⁾	06/12/2025	Common Stock	10,418	⁽⁵⁾	10,418	D
Stock Option (Right to Buy)	$27.59	04/27/2021		A		9,516		⁽⁶⁾	12/13/2024	Common Stock	9,516	⁽⁷⁾	9,516	D
Stock Option (Right to Buy)	$27.59	04/27/2021		A		52,068		⁽⁸⁾	11/10/2027	Common Stock	52,068	⁽⁹⁾	52,068	D
Stock Option (Right to Buy)	$41.2	04/27/2021		A		14,708		⁽¹⁰⁾	03/22/2029	Common Stock	14,708	⁽¹¹⁾	14,708	D
Stock Option (Right to Buy)	$41.2	04/27/2021		A		5,662		⁽¹²⁾	03/22/2029	Common Stock	5,662	⁽¹³⁾	5,662	D
Stock Option (Right to Buy)	$41.2	04/27/2021		A		19,033		⁽⁴⁾	03/22/2029	Common Stock	19,033	⁽¹⁴⁾	19,033	D
Stock Option (Right to Buy)	$53.33	04/27/2021		A		9,702		⁽¹⁵⁾	03/22/2029	Common Stock	9,702	⁽¹⁶⁾	9,702	D
Stock Option (Right to Buy)	$26.85	04/27/2021		A		7,952		⁽¹²⁾	02/19/2030	Common Stock	7,952	⁽¹⁷⁾	7,952	D
Stock Option (Right to Buy)	$26.85	04/27/2021		A		2,595		⁽⁴⁾	04/26/2031	Common Stock	2,595	⁽¹⁸⁾	2,595	D
Warrant (Right to Buy)	$27.59	04/27/2021		A		95		12/15/2017	12/15/2027	Common Stock	95	⁽¹⁹⁾	95	D
Warrant (Right to Buy)	$41.2	04/27/2021		A		51		12/31/2018	12/31/2028	Common Stock	51	⁽²⁰⁾	51	D
Warrant (Right to Buy)	$41.2	04/27/2021		A		49		03/08/2019	06/30/2028	Common Stock	49	⁽²¹⁾	49	D
Warrant (Right to Buy)	$27.59	04/27/2021		A		339		09/02/2016	09/02/2026	Common Stock	339	⁽²²⁾	339	D
Warrant (Right to Buy)	$27.59	04/27/2021		A		503		06/14/2017	06/14/2027	Common Stock	503	⁽²³⁾	503	I	By FCW Investments LLC⁽³⁾
Warrant (Right to Buy)	$27.59	04/27/2021		A		40		01/01/2018	01/01/2028	Common Stock	40	⁽²⁴⁾	40	I	By FCW Investments LLC⁽³⁾
Warrant (Right to Buy)	$27.59	04/27/2021		A		516		03/20/2018	03/20/2028	Common Stock	516	⁽²⁵⁾	516	I	By FCW Investments LLC⁽³⁾
Warrant (Right to Buy)	$27.59	04/27/2021		A		27		04/16/2018	04/16/2028	Common Stock	27	⁽²⁶⁾	27	I	By FCW Investments LLC⁽³⁾
Warrant (Right to Buy)	$41.2	04/27/2021		A		325		12/31/2018	12/31/2028	Common Stock	325	⁽²⁷⁾	325	I	By FCW Investments LLC⁽³⁾
Warrant (Right to Buy)	$41.2	04/27/2021		A		293		03/08/2019	06/30/2028	Common Stock	293	⁽²⁸⁾	293	I	By FCW Investments LLC⁽³⁾

Explanation of Responses:

1. The Reporting Person acquired the shares of the Issuer in exchange for 88,182 shares of common stock of Leading BioSciences, Inc. ("LBS"), pursuant to the Agreement and Plan of Merger, dated December 16, 2020, among Seneca Biopharma Inc., Townsgate Acquisition Sub 1, Inc. and LBS (the "Merger"). Per the terms of the Merger, each share of LBS's common stock was converted into the right to receive 0.02719 shares of Seneca's common stock. In the Merger, the name of the Issuer was changed from Seneca Biopharma, Inc. to Palisade Bio, Inc.

2. Received in the Merger in exchange for 968,098 shares of LBS common stock.

3. The Reporting Person is the managing member of FCW Investments LLC and has sole investment and voting power over the securities held by this entity.

4. The stock option is fully vested.

5. Received in the Merger in exchange for a stock option to acquire 383,200 shares of LBS common stock for $0.75 per share.

6. The stock option vested according to the following schedule: 58% of the shares underlying the option vested on the grant date and the remaining 62% vested in five equal quarterly installments thereafter beginning on December 12, 2016.

7. Received in the Merger in exchange for a stock option to acquire 350,000 shares of LBS common stock for $0.75 per share.

8. The stock option vests according to the following schedule: 31% of the shares underlying the option vested on the grant date and the remaining 69% vests in nine equal quarterly installments thereafter beginning on January 1, 2018.

9. Received in the Merger in exchange for a stock option to acquire 1,915,000 shares of LBS common stock for $0.75 per share.

10. The stock option vests according to the following schedule: 34% of the shares subject to the option vests on grant date and the remaining 66% vests in eight equal quarterly installments thereafter beginning on March 31, 2019.

11. Received in the Merger in exchange for a stock option to acquire 541,000 shares of LBS common stock for $1.12 per share.

12. The stock option vests in 12 equal quarterly installments from the vesting commencement date.

13. Received in the Merger in exchange for a stock option to acquire 208,300 shares of LBS common stock for $1.12 per share.

14. Received in the Merger in exchange for a stock option to acquire 700,000 shares of LBS common stock for $1.12 per share.

15. The stock option vests according to the following schedule: 67% of the shares underlying the option vests on grant date and the remaining 33% vests in four equal quarterly installments thereafter beginning on March 31, 2020.

16. Received in the Merger in exchange for a stock option to acquire 356,855 shares of LBS common stock for $1.45 per share.

17. Received in the Merger in exchange for a stock option to acquire 292,500 shares of LBS common stock for $0.73 per share.

18. Received in the Merger in exchange for a stock option to acquire 95,463 shares of LBS common stock for $0.73 per share.

19. Received in the Merger in exchange for a warrant to purchase 3,500 shares of LBS common stock for $0.75 per share.

20. Received in the Merger in exchange for a warrant to purchase 1,894 shares of LBS common stock for $1.12 per share.

21. Received in the Merger in exchange for a warrant to purchase 1,824 shares of LBS common stock for $1.12 per share.

22. Received in the Merger in exchange for a warrant to purchase 12,500 shares of LBS common stock for $0.75 per share.

23. Received in the Merger in exchange for a warrant to purchase 18,500 shares of LBS common stock for $0.75 per share.

24. Received in the Merger in exchange for a warrant to purchase 1,500 shares of LBS common stock for $0.75 per share.

25. Received in the Merger in exchange for a warrant to purchase 19,000 shares of LBS common stock for $0.75 per share.

26. Received in the Merger in exchange for a warrant to purchase 1,000 shares of LBS common stock for $0.75 per share.

27. Received in the Merger in exchange for a warrant to purchase 11,994 shares of LBS common stock for $1.12 per share.

28. Received in the Merger in exchange for a warrant to purchase 10,787 shares of LBS common stock for $1.12 per share.

Remarks:

	/s/ JD Finley	04/29/2021
	** 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).
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