Initial Statement of Beneficial Ownership (3)
February 15 2023 - 4:41PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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McRae Robert Curtis |
2. Date of Event Requiring Statement (MM/DD/YYYY)
2/2/2023
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3. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [PALI]
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(Last)
(First)
(Middle)
7750 EL CAMINO REAL, SUITE 5200 |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director _____ 10% Owner ___X___ Officer (give title below) _____ Other (specify below) Chief Operating Officer / |
(Street)
CARLSBAD,, CA 92009
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 240 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 4) | 2. Date Exercisable and Expiration Date (MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) |
Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Common Stock Purchase Option (1) | 2/9/2022 | 2/9/2032 | Common Stock | 1800 | $52.50 | D | |
Series 1 Common Stock Purchase warrant (2) | 8/16/2022 | 8/16/2023 | Common Stock | 240 | $2.38 | D | |
Series 2 Common Stock Purchase Warrant (3) | 8/16/2022 | 8/16/2027 | Common Stock | 240 | $2.38 | D | |
Restricted Stock Units (4)(5) | 1/3/2023 | (8) | Common Stock | 2618 | $0.00 | D | |
Restricted Stock Units (5)(6) | 2/6/2023 | (8) | Common Stock | 8000 | $0.00 | D | |
Restricted Performance Stock Units (5)(7) | 2/6/2023 | 2/6/2033 | Common Stock | 32500 | $0.00 | D | |
Common Stock Purchase Option (5)(6) | 2/6/2023 | 2/6/2033 | Common Stock | 12000 | $2.40 | D | |
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 |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
McRae Robert Curtis 7750 EL CAMINO REAL, SUITE 5200 CARLSBAD,, CA 92009 |
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| Chief Operating Officer |
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Signatures
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/s/ Robert McRae | | 2/15/2023 |
**Signature of Reporting Person | Date |
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 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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