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Form 4 PALISADE BIO, INC. For: Aug 16 Filed by: Hallam Thomas

August 18, 2022 9:07 PM EDT

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FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Hallam Thomas

(Last) (First) (Middle)
7750 EL CAMINO REAL,
SUITE 5200

(Street)
CARLSBAD, CA 92009

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PALISADE BIO, INC. [ PALI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/16/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 08/16/2022   P (1)   40,000 A $ 0.25 57,592 D  
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series 1 Common Stock Purchase Warrant $ 0.25 08/16/2022   P (2)   40,000     (2) 08/16/2023 Common Stock 40,000 $ 0 40,000 D  
Series 2 Common Stock Purchase Warrant $ 0.25 08/16/2022   P (3)   40,000     (3) 08/16/2027 Common Stock 40,000 $ 0 40,000 D  
Explanation of Responses:
1. Represents common shares underlying 40,000 Units of Issuer purchased by Reporting Person ("Units") in Underwritten Offering with each Unit containing (i) one share of common stock, (ii) one Series 1 Warrant and (iii) One Series 2 Warrant at a price per Unit of $0.25.
2. Represents Series 1 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 1 Warrants are exercisable upon receipt of stockholder approval per Nasdaq rules, which has not been obtained as of the date of this Form 4.
3. Represents Series 2 Common Stock Purchase Warrants received as part of the Units purchased by Reporting Person. The Series 2 Warrants are exercisable upon receipt of stockholder approval per Nasdaq rules, which has not been obtained as of the date of this Form 4.
/s/ JD Finley, Attorney-in-Fact for Thomas Hallam 08/18/2022
** 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 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).
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 Number.


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