As previously disclosed, on April 27, 2021, pursuant
to the Agreement and Plan of Merger, dated as of December 16, 2020, by and among Palisade Bio, Inc., formerly known as Seneca Biopharma,
Inc. (the “Company”), Leading Biosciences, Inc. (“LBS”) and Townsgate Acquisition Sub 1, Inc., a wholly owned
subsidiary of the Company (“Merger Sub”), the Company completed the merger transaction with LBS, pursuant to which Merger
Sub merged with and into LBS, with LBS surviving such merger as a wholly owned subsidiary of the Company (the “Merger”). Immediately
prior to the Merger, the Company and LBS completed a private placement transaction (the “Pre-Merger Financing”) with Altium
Growth Fund, LP (the “Investor”) pursuant to that certain Securities Purchase Agreement, by and among the Company, LBS and
the Investor, dated December 16, 2020, as amended (the “Securities Purchase Agreement”), for an aggregate purchase price of
$20.0 million. In connection with the closing of the Pre-Merger Financing and Merger, 3,977,676 shares of the Company’s common stock
(the “Additional Shares”) were deposited into escrow for the benefit of the Investor if 85% of the average of the five lowest
volume-weighted average trading prices of a share of Company Common Stock (“Common Stock”) as quoted on the Nasdaq Capital
Market during the 10 trading day period ending on the 16th trading day following the Effective Time, divided by five, is lower than the
per share Purchase Price (as defined in the Securities Purchase Agreement) or if the five lowest weighted average prices of Common Stock
during the 10 trading day period ending on each of the 45th, 90th and 135th days following April 27, 2021, divided by five, is lower than
the per share Purchase Price, then, in each case, the Investor would be issued such number of Additional Shares equal to the Purchase
Price divided by the lowest of such weighted average prices. As of the first reset, pursuant to the terms of the Securities Purchase Agreement,
3,670,001 shares of the Additional Shares were disbursed to the Investor, subject to the Investor instructing the escrow agent to release
such shares from escrow. On May 20, 2021, pursuant to the terms of the Securities Purchase Agreement, the Company issued to the Investor
a warrant to purchase 4,995,893 shares of Common Stock at a price of $4.70 per share (the “Equity Warrant”), with such shares
and exercise price subject to adjustment, if any, following each of the 45th, 90th and 135th days following April 27, 2021.
On June 11, 2021, a reset occurred, pursuant to which (i) the final 307,675 Additional Shares
remaining in escrow were disbursed to the Investor, subject to the Investor instructing the escrow agent to release such shares from
escrow, and (ii) the Equity Warrant was automatically adjusted to become exercisable for 5,303,568 shares of Common Stock at an exercise
price of $3.88 per share.