10/07/2026 | Press release | Distributed by Public on 10/07/2026 19:35
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
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1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) |
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 (Month/Day/Year) |
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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (3) | 10/06/2026 | M | 2,555,266 | (4) | (4) | Common Stock | 2,555,266 | $ 0 | 5,110,534 | D | ||||
| Restricted Stock Units | (3) | 10/06/2026 | M | 65,584 | (5) | (5) | Common Stock | 65,584 | $ 0 | 590,249 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Jones Mitchell Lawrence C/O PALISADE BIO, INC. 4600 SOUTH SYRACUSE STREET, SUITE 900 DENVER, CO 80237 |
See Remarks | |||
| /s/ Ryker Willie, Attorney-in-Fact for Mitchell Lawrence Jones | 10/07/2026 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(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). |
| (1) | The shares were issued pursuant to settlement of vested Restricted Stock Units ("RSUs"). |
| (2) | Represents the number of shares of common stock the Issuer has withheld to satisfy the Reporting Person's income tax withholding and remittance obligations as part of the settlement of vested RSUs. Accordingly, no shares of common stock will be sold in the public market to satisfy such income tax withholding and remittance obligations associated with the settlement of these vested RSUs. |
| (3) | Each RSU represents a contingent right to receive one share of the Issuer's common stock. |
| (4) | The RSUs shall vest with respect to 1/3rd of the shares on October 6, 2026 and quarterly thereafter over the following eight quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. |
| (5) | The RSUs shall vest with respect to 1/6th of the shares on July 6, 2026 and quarterly thereafter over the following ten quarters, subject to the Reporting Person's continuous service to the Issuer through each such vesting date. |
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Remarks: President & Chief Medical Officer |
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