PALI Palisade Bio Inc

PALISADE BIO, INC.

2,250,000 shares of Common Stock

This prospectus supplement (“Supplement”) modifies, supersedes and supplements information contained in, and should be read in conjunction with, that certain prospectus (“Prospectus”), dated May 22, 2022, related to the resale of common stock by certain stockholders of Palisade Bio, Inc. (the “Company”). This Supplement is being filed to reduce the exercise price of 3,000 common stock warrants initially issued in January of 2022. The warrant and share amounts and exercise price contained in this Supplement (except for the heading) have been adjusted to reflect the: (i) 1-for-50 reverse stock split that was effective on November 15, 2022 and (ii) 1-for-15 reverse stock split that was effective on April 5, 2024. This supplement is not complete without and may not be delivered or used except in connection with the Prospectus and all supplements thereto.

The information contained in this Supplement modifies and supersedes, in part, the information in the Prospectus, as supplemented. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.

We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus and any amendments or supplements carefully before you make an investment decision.

Investing in our common stock involves a high degree of risk. You are urged to read the section entitled “Risk Factors” beginning on page 14 of the Prospectus, which describes specific risks and other information that should be considered before you make an investment decision.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in this Supplement and the Prospectus. This Supplement and the Prospectus contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made in this Supplement and the Prospectus.

REPRICING OF WARRANTS

Effective January 31, 2022 (the “2022 Effective Time”), we entered into a Waiver and Amendment Agreement (the “2022 Waiver Agreement”). Pursuant to the 2022 Waiver Agreement, the warrant holder agreed to irrevocably waive any adjustment to the exercise price of the existing warrants related to the Company’s issuances of equity or equity-linked securities at a price below the warrant’s exercise price. The 2022 Waiver Agreement also included agreements by the parties to, among other things, (i) restrict the holder’s ability to sell the Company’s securities through a “leak out” provision whereby sales are restricted by applying a volume limitation, (ii) shorten the notice period for the holder’s participation rights related to certain future securities offerings, (iii) restrict the Company’s ability to conduct a primary offering of its securities for a specified period of time, and (iv) provide registration rights for the shares underlying the January 2022 Warrant. As consideration for the foregoing, pursuant to the 2022 Waiver Agreement, the Company issued the Investor an additional warrant to purchase up to 3,000 shares of the Company’s common stock (the “January 2022 Warrant”). The exercise price for the January 2022 Warrant was $825.00, subject to customary adjustments for stock splits, stock dividends, stock combinations, reclassifications and similar transactions.

This Supplement is being filed to reduce the exercise price of 3,000 January 2022 Warrants from $825.00 to $1.40 and to transfer the ownership of such warrants from Altium Growth Fund, LP to Armistice Capital Master Fund Ltd.

SELLING STOCKHOLDERS

This Supplement updates and amends the section of the Prospectus entitled Selling Stockholders with regard to the following selling stockholders:

* Less than 1%.

(1) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership includes any common shares (“Common Shares”) as to which a shareholder has sole or shared voting power or investment power, and also any Common Shares which the shareholder has the right to acquire within 60 days, including upon exercise of Common Share purchase options or warrants. There were 2,765,980 Common Shares outstanding as of December 17, 2024. All shares referenced below are Common Shares.

(2) Includes the sale of all Common Shares underlying the January 2022 Warrants registered herein.

(3) The shares being registered include 3,000 Common Shares underlying the January 2022 Warrants. The January 2022 Warrants are subject to a 4.99% maximum beneficial ownership limitation (subject to increase to 9.99% on 61 days notice). The total shares owned before the sale excludes 6,335,550 common shares underlying common stock purchase warrants consisting of (i) the 3,000 January 2022 that would be in excess of the 4.99% beneficial ownership limitation, (ii) 114,354 common stock purchase warrants initially issued in February 2024 that would be in excess of the 4.99% beneficial ownership limitation, (iii) 922,863 warrants issued in our May 2024 private placement that would be in excess of the 4.99% beneficial ownership limitation, (iv) 2,016,645 prefunded common stock purchase warrants issued in our December 2024 underwritten offering with an exercise price of $0.0001 per share as they are in excess of the 9.99% beneficial ownership limitation, and (v) 3,278,688 common stock purchase warrants issued in our December 2024 underwritten offering with an exercise price of $1.40 per share as they are in excess of the 4.99% beneficial ownership limitation. The total shares owned after the sale excludes all of the previously described common stock warrants containing a 4.99% beneficial ownership limitation blocker or 9.99% beneficial ownership limitation blocker, but includes 3,331 additional prefunded warrants issued in our December 2024 underwritten offering. The securities are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by: (i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. The address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue,7th Floor, New York, NY 10022.

Prospectus Supplement No. 1 December 17, 2024

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