Form SC 13G/A - Statement of acquisition of beneficial ownership by individuals: [Amend]
06 Febrero 2024 - 9:29AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment No. 2)*
Palisade Bio, Inc.
(Name
of Issuer)
Common Stock, $0.01 par value per share
(Title
of Class of Securities)
696389204
(CUSIP
Number)
December 31, 2023
(Date
of Event Which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
* | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page. |
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1. |
Names of Reporting Persons. |
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Mitchell
P. Kopin
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization United
States of America |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
180,532
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
180,532
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person 180,532 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by Amount in Row (9) 1.9%
(see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
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1. |
Names of Reporting Persons. |
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Daniel B. Asher
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization United
States of America |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
180,532
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
180,532
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person 180,532 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by Amount in Row (9) 1.9%
(see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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IN; HC |
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1. |
Names of Reporting Persons. |
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Intracoastal Capital LLC
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of Organization Delaware |
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Number of
Shares Beneficially
Owned by Each
Reporting Person
With: |
5. Sole Voting Power |
0 |
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6. Shared Voting Power |
180,532
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7. Sole Dispositive Power |
0 |
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8. Shared Dispositive Power |
180,532
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9. |
Aggregate Amount Beneficially Owned by Each Reporting
Person 180,532 (see Item 4) |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
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11. |
Percent of Class Represented by Amount in Row (9) 1.9%
(see Item 4) |
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12. |
Type of Reporting Person (See Instructions) |
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OO |
This Amendment No. 2
is being filed jointly by the Reporting Persons and amends the Schedule 13G initially filed by the Reporting Persons with the Securities
and Exchange Commission (the “SEC”) on August 22, 2022, as amended by Amendment No. 1 thereto filed by the Reporting
Persons with the SEC on February 8, 2023 (the “Schedule 13G”).
Except as set forth below, all Items of the Schedule 13G remain
unchanged. All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13G.
Item
4. Ownership.
(a)
and (b):
As of close of business on December 31, 2023, each of the Reporting
Persons may have been deemed to have beneficial ownership of 180,532 shares of Common Stock, which consisted of (i) 3,086 shares of Common
Stock issuable upon an exercise of a warrant held by Intracoastal (“Intracoastal Warrant 1”), (ii) 64,000 shares of
Common Stock issuable upon an exercise of a second warrant held by Intracoastal (“Intracoastal Warrant 2”) and (iii)
113,446 shares of Common Stock issuable upon an exercise of a third warrant held by Intracoastal (“Intracoastal Warrant 3”),
and all such shares of Common Stock in the aggregate represented beneficial ownership of approximately 1.9% of the Common Stock, based
on (1) 9,270,894 shares of Common Stock outstanding as of December 28, 2023, as reported by the Issuer, (2) 3,086 shares of Common Stock
issuable upon an exercise of Intracoastal Warrant 1, (3) 64,000 shares of Common Stock issuable upon an exercise of Intracoastal Warrant
2 and (4) 113,446 shares of Common Stock issuable upon an exercise of Intracoastal Warrant 3.
(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: 180,532 .
(iii) Sole power to dispose or to direct the disposition
of 0 .
(iv) Shared power to dispose or to direct the disposition
of 180,532 .
Item 5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report
the fact that as of the date hereof the reporting person has ceased to be
the beneficial owner of more than 5 percent of the class of securities, check the following þ.
Item
10. Certification
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:
February 6, 2024
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/s/
Mitchell P. Kopin |
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Mitchell P. Kopin |
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/s/ Daniel
B. Asher |
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Daniel B. Asher |
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Intracoastal Capital LLC |
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By: |
/s/ Mitchell
P. Kopin |
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Mitchell P. Kopin, Manager |
Palisade Bio (NASDAQ:PALI)
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