SCHEDULE: RA Capital Discloses 9.9% Passive Stake in Palisade Bio

RA Capital Management and its affiliates have reported a 9.9% passive beneficial ownership stake in Palisade Bio, Inc. common stock.

Summary

• RA Capital Management, L.P., Peter Kolchinsky, Rajeev Shah, and RA Capital Healthcare Fund, L.P. (collectively, "Reporting Persons") have filed a Schedule 13G.
• The Reporting Persons collectively beneficially own 9,935,761 shares of Palisade Bio, Inc. common stock.
• This represents 9.9% of the outstanding common stock, rounded down from 9.99% due to EDGAR system limitations.
• The ownership includes 7,124,116 directly held common shares and pre-funded warrants exercisable for up to 6,614,285 shares.
• A "Beneficial Ownership Blocker" in the pre-funded warrants prevents exercise if it would result in ownership exceeding 9.99% of the outstanding common stock.
• The percentage is calculated based on 96,645,431 shares outstanding as of October 2, 2025, plus 2,811,645 shares issuable from exercisable pre-funded warrants.
• The Reporting Persons disclaim status as a "group" for Schedule 13G purposes and certify that the securities were not acquired for the purpose of changing or influencing control of the issuer.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. A significant passive stake by a reputable institutional investor like RA Capital Management can be viewed favorably, indicating institutional interest and potential long-term support, although the filing itself is purely factual.

Positives

• A significant institutional investor, RA Capital Management, holds a substantial passive stake, potentially signaling confidence in Palisade Bio, Inc.
• The investment includes pre-funded warrants, indicating a prior capital infusion into the company.

Negatives

• The "Beneficial Ownership Blocker" limits the immediate full exercise of pre-funded warrants, capping the investor's direct ownership at 9.99%.

Risks

• The existence of a beneficial ownership blocker could be seen as a structural limitation on the investor's influence or ability to fully convert their investment.

Future Outlook

The filing is a disclosure of passive ownership and does not contain forward-looking statements or guidance from the issuer.

Management Comments

• The Reporting Persons certified that the securities were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer.

Industry Context

The disclosure of a significant passive stake by a specialized healthcare investment firm like RA Capital Management in a biotechnology company like Palisade Bio, Inc. is a common occurrence in the life sciences sector, where institutional investors often take positions in emerging companies.

Comparison to Industry Standards

• This filing is a standard Schedule 13G disclosure, indicating a passive investment position. It does not provide performance metrics for comparison to industry standards or specific comparable companies/projects.

Stakeholder Impact

• Shareholders: Provides transparency regarding a significant institutional holder's passive stake, which could be interpreted as a vote of confidence.
• Company Management: Awareness of a large passive investor on the cap table.

Next Steps

• The filing does not mention any specific future actions, events, or milestones for Palisade Bio, Inc. or the Reporting Persons beyond the ongoing passive ownership.

Key Dates

Keywords

Palisade Bio, RA Capital Management, Schedule 13G, Common Stock, Beneficial Ownership, Institutional Investor, Pre-Funded Warrants, Biotechnology, Healthcare Investment