Palisade Bio, Inc.
1. |
Names
of Reporting Persons.
Mitchell
P. Kopin |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
3.
|
SEC Use Only
|
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
7,602,862 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
7,602,862 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,602,862
(see Item 4) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent
of Class Represented by Amount in Row (9)
9.99% (see Item 4) |
12. |
Type
of Reporting Person (See Instructions)
IN;
HC |
1. |
Names
of Reporting Persons.
Daniel
B. Asher |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
3.
|
SEC Use Only
|
4. |
Citizenship
or Place of Organization
United
States of America |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
7,602,862 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
7,602,862 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,602,862
(see Item 4) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent
of Class Represented by Amount in Row (9)
9.99% (see Item 4) |
12. |
Type
of Reporting Person (See Instructions)
IN;
HC |
1. |
Names
of Reporting Persons.
Intracoastal
Capital LLC |
2. |
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b) |
3.
|
SEC Use Only
|
4. |
Citizenship
or Place of Organization
Delaware |
Number
of
Shares
Beneficially
Owned
by
Each
Reporting Person
With: |
5. |
Sole
Voting Power
0 |
6. |
Shared
Voting Power
7,602,862 |
7. |
Sole
Dispositive Power
0 |
8. |
Shared
Dispositive Power
7,602,862 |
9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
7,602,862
(see Item 4) |
10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11. |
Percent
of Class Represented by Amount in Row (9)
9.99% (see Item 4) |
12. |
Type
of Reporting Person (See Instructions)
OO |
Item
1.
| | Palisade Bio, Inc. (the “Issuer”) |
| (b) | Address
of Issuer’s Principal Executive Offices |
| | 7750 El Camino Real, Suite 5200 |
| | Carlsbad, California 92009 |
Item
2.
|
(a) |
Name of Person Filing |
|
(b) |
Address of Principal Business Office or, if none, Residence |
|
(c) |
Citizenship |
This Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin,
an individual who is a citizen of the United States of America (“Mr. Kopin”), (ii) Daniel B. Asher, an individual who
is a citizen of the United States of America (“Mr. Asher”) and (iii) Intracoastal Capital LLC, a Delaware limited liability
company (“Intracoastal” and together with Mr. Kopin and Mr. Asher, collectively the “Reporting Persons”).
The Reporting Persons have entered into
a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1, pursuant to which the Reporting Persons
have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934,
as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
| (d) | Title
of Class of Securities |
Common Stock, $0.01 par
value per share, of the Issuer (the “Common Stock”).
696389105
| Item
3. | If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a: |
Not
applicable.
(a) and (b):
(i) Immediately
following the consummation of the underwritten public offering by the Issuer on August 16, 2022 (the “Offering”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on August 16, 2022), each of the Reporting Persons
may have been deemed to have beneficial ownership of 7,551,619 shares of Common Stock, which consisted of (i) 3,200,000 shares of Common
Stock held by Intracoastal, (ii) 3,200,000 shares of Common Stock issuable upon exercise of a warrant held by Intracoastal (“Intracoastal
Warrant 1”) and (iii) 1,151,619 shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“Intracoastal
Warrant 2”), and all such shares of Common Stock in the aggregate represent beneficial ownership of approximately 9.99% of the
Common Stock, based on (1) 71,240,169 shares of Common Stock outstanding following the consummation
of the Offering as reported by the Issuer, plus (2) 3,200,000 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1
and (3) 1,151,619 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The foregoing excludes (I) 2,048,381 shares
of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision under which
the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that such exercise
would result in beneficial ownership by the holder thereof, together with the holder’s affiliates, and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock and (II) 154,321 shares
of Common Stock issuable upon exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”) because Intracoastal
Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99%
of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership
of 9,754,321 shares of Common Stock.
(ii) As of the close of business
on August 19, 2022, each of the Reporting Persons may have been deemed to have beneficial ownership of 7,602,862 shares of Common Stock,
which consisted of (i) 2,738,306 shares of Common Stock held by Intracoastal, (ii) 3,200,000 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 1 and (iii) 1,664,556 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2, and all such shares
of Common Stock represented beneficial ownership of approximately 9.99% of the Common Stock, based on (1) 71,240,169 shares of Common
Stock outstanding following the consummation of the Offering as reported by the Issuer, plus (2) 3,200,000 shares of Common Stock issuable
upon exercise of Intracoastal Warrant 1 and (3) 1,664,556 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2. The
foregoing excludes (I) 1,535,444 shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant
2 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99%
of the Common Stock and (II) 154,321 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant
3 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent
(but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with the holder’s
affiliates, and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 9.99%
of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial ownership
of 9,292,627 shares of Common Stock
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote: 0 .
(ii)
Shared power to vote or to direct the vote: 7,602,862 .
(iii)
Sole power to dispose or to direct the disposition of 0 .
(iv)
Shared power to dispose or to direct the disposition of 7,602,862 .
| Item
5. | Ownership
of Five Percent or Less of a Class |
Not applicable.
| Item
6. | Ownership
of More than Five Percent on Behalf of Another Person. |
Not
applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company |
Not
applicable.
| Item
8. | Identification and Classification of Members of the
Group |
Not
applicable.
| Item
9. | Notice
of Dissolution of Group |
Not
applicable.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction
having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: August 22, 2022
|
/s/
Mitchell P. Kopin |
|
Mitchell P. Kopin |
|
|
|
/s/ Daniel
B. Asher |
|
Daniel B. Asher |
|
Intracoastal Capital LLC |
|
|
|
|
By: |
/s/ Mitchell
P. Kopin |
|
|
Mitchell P. Kopin, Manager |
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