PALI Palisade Bio Inc

PALISADE BIO, INC.

3,627,623 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 April 5, 2024, 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 114,354 common stock warrants initially issued in February of 2024. The warrant and share amounts and exercise price contained in this Supplement (except for the heading) have been adjusted to reflect the 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 Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Supplement.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 8 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

On January 30, 2024, we entered into warrant inducement agreements (“Warrant Inducement Agreement(s)”) with certain holders of outstanding common stock purchase warrants (“Existing Warrants”). Pursuant to the Warrant Inducement Agreement, the exercise price of each Existing Warrants that were being exercised was reduced and the holders were issued one (1) replacement warrant (“February 2024 Warrant”) for each Existing Warrant that was exercised. We issued an aggregate of 241,842 February 2024 Warrants consisting of: (i) 228,153 upon the exercise of Existing Warrants and (ii) 13,689 to our placement agent, Ladenburg Thalmann & Co., Inc. (the “Placement Agent”) as partial compensation for services. Each of the February 2024 Warrants has an exercise price of $10.97 per share and term of five (5) years from the date of issuance. The February 2024 Warrants are subject to adjustment in the event of stock splits, dividends, subsequent rights offerings, pro rata distributions, and certain fundamental transactions, as more fully described in the February 2024 Warrants. The February 2024 Warrants contain standard anti-dilution provisions but do not contain any price protection provisions with respect to future securities offerings of the Company.

This Supplement is being filed to reduce the exercise price of 114,354 February 2024 Warrants from $10.97 to $1.40.

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 February 2024 Warrants registered herein.

(3) The shares being registered include 114,354 Common Shares underlying the February 2024 Warrants. The February 2024 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 114,354 February 2024 Warrants that would be in excess of the 4.99% beneficial ownership limitation, (ii) 3,000 common stock purchase warrants initially issued in January of 2022 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 23,047 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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