UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 21, 2025

PALISADE BIO, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-33672

52-2007292

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

1902 Wright Place

Suite 200

Carlsbad, California

92008

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (858) 704-4900

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.01 per share		PALI		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Phantom Equity Plan Update

On September 4, 2025, the Board of Directors of Palisade Bio, Inc. (the “Company”), upon the approval and recommendation of the Compensation Committee, approved and adopted a Phantom Unit Plan (the “Plan”) and related form of Phantom Unit Grant Notice and Award Agreement (collectively, the “Award Agreement”).

Under the terms of the Plan, the Compensation Committee granted grant compensatory awards to certain Company’s employees, directors and consultants (collectively, the “Phantom Units”).

On October 22, 2025, the Company approved the termination of the Plan (the “Termination Date”). The Phantom Units granted to J.D. Finley, the Company’s Chief Executive Officer, Mitchell Jones, the Company’s Chief Medical Officer, and Ryker Willie, the Company’s Senior Vice President of Finance under the Plan are unvested as of the Termination Date and such Phantom Units will also terminate as of the Termination Date for no consideration.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

Date: October 22, 2025	Palisade Bio, Inc.

		/s/ J.D. Finley
	By:	J.D. Finley
		Chief Executive Officer

PALISADE BIO, INC. 8-K