Sec Form 4 Filing - Finley John David @ PALISADE BIO, INC. - 2021-04-27

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Finley John David 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 (Last) (First) (Middle) C/O PALISADE BIO, INC., 5800 ARMADA DR., SUITE 210 3. Date of Earliest Transaction (MM/DD/YY) 04/27/2021 (Street) CARLSBAD, CA92008 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 04/27/2021 A 2,396 A 2,396 D Common Stock 04/27/2021 A 26,322 A 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 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 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finley John David C/O PALISADE BIO, INC. 5800 ARMADA DR., SUITE 210 CARLSBAD, CA92008 Chief Financial Officer Signatures /s/ JD Finley 04/29/2021 Signature of Reporting Person Date

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.

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).

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