Sec Form 3 Filing - McRae Robert Curtis @ PALISADE BIO, INC. - 2023-02-02

FORM 3 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 McRae Robert Curtis 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 Operating Officer (Last) (First) (Middle) 7750 EL CAMINO REAL, SUITE 5200 3. Date of Earliest Transaction (MM/DD/YY) 02/02/2023 (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 Common Stock 240 D

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 Common Stock Purchase Option ( 1 ) $ 52.5 02/09/2022 02/09/2032 Common Stock 1,800 D Series 1 Common Stock Purchase warrant ( 2 ) $ 2.38 08/16/2022 08/16/2023 Common Stock 240 D Series 2 Common Stock Purchase Warrant ( 3 ) $ 2.38 08/16/2022 08/16/2027 Common Stock 240 D Restricted Stock Units ( 4 ) ( 5 ) $ 0 01/03/2023 ( 8 ) Common Stock 2,618 D Restricted Stock Units ( 5 ) ( 6 ) $ 0 02/06/2023 ( 8 ) Common Stock 8,000 D Restricted Performance Stock Units ( 5 ) ( 7 ) $ 0 02/06/2023 02/06/2033 Common Stock 32,500 D Common Stock Purchase Option ( 5 ) ( 6 ) $ 2.4 02/06/2023 02/06/2033 Common Stock 12,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other McRae Robert Curtis 7750 EL CAMINO REAL, SUITE 5200 CARLSBAD,, CA92009 Chief Operating Officer Signatures /s/ Robert McRae 02/15/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents common stock purchase option. The options vest quarterly in twelve (12) equal installments over a three (3) year period. ( 2 )Represents Series 1 Common Stock Warrants. ( 3 )Represents Series 2 Common Stock Warrants. ( 4 )The Restricted Stock Unit vests quarterly on 4/3/23, 7/3/23, 10/3/23, and 1/3/24. ( 5 )The securities are subject to shareholder approval and: (i) cannot be exercised or converted prior to obtaining shareholder approval, and (ii) the grant can be unwound, and the outstanding securities cancelled, if shareholder approval is not obtained. ( 6 )Vests quarterly over a three-year period commencing on the grant date. ( 7 )Vests 50% upon each of the performance milestones being met: (i) the volume weighted average price of the Company's common stock is equal to or greater than $3.20, for a period of twenty (20) consecutive trading days, and (ii) the volume weighted average price of the Company's common stock is equal to or greater than $4.25 for a period of twenty (20) consecutive trading days. ( 8 )N/A

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