Sec Form 4 Filing - Finley John David @ PALISADE BIO, INC. - 2023-02-06

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) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO, CFO, Director (Last) (First) (Middle) 7750 EL CAMINO REAL, SUITE 5200 3. Date of Earliest Transaction (MM/DD/YY) 02/06/2023 (Street) CARLSBAD,, CA92009 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

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 Restricted Stock Units ( 1 ) ( 2 ) ( 3 ) 02/06/2023 A 41,700 ( 1 ) ( 3 ) ( 1 )( 2 ) ( 4 ) Common Stock 41,700 $ 0 41,700 D Restricted Performance Stock Units ( 1 ) ( 2 ) ( 3 ) 02/06/2023 A 32,500 ( 1 ) ( 3 ) ( 1 )( 2 ) 02/06/2033 Common Stock 32,500 $ 0 32,500 D Common Stock Purchase Option ( 1 ) ( 2 ) $ 2.4 02/06/2023 A 57,200 ( 1 ) ( 2 ) ( 1 )( 2 ) 02/06/2033 Common Stock 57,200 $ 0 57,200 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Finley John David 7750 EL CAMINO REAL, SUITE 5200 CARLSBAD,, CA92009 X CEO, CFO, Director Signatures /s/ JD Finley 02/08/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each grant represents a one-time bonus grant to Reporting Person for services as an executive officer for the year ended December 31, 2022. The grants were issued from the Issuer's 2021 Equity Incentive Plan. Vesting for each grant is subject to: (a) the Reporting Person being a service provider to the Issuer at the time of vesting and (b) shareholder approval of the applicable grant is received. ( 2 )The applicable grant will vest: with respect to the Restricted Stock Units ("RSUs") and Common Stock Purchase Options ("Options"), in twelve (12) equal quarterly installments over a three-year period from the grant date, and with respect to the Performance Restricted Stock Units ("PSUs"), (i) 50% at such time when the volume weighted average price of the Company's common stock over a twenty (20) consecutive trading day period is at or greater than $3.20, and (ii) 50% at such time when the volume weighted average price of the Company's common stock over a twenty (20) consecutive trading day period is at or greater than $4.25 ( 3 )Each RSU or PSU represents a contingent right to receive one share of Issuer's common stock. ( 4 )N/A

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