UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

(Amendment No.__)

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Filed by a Party other than the Registrant	☐

Check the appropriate box:

☒	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under § 240.14a-12

PALISADE BIO, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required
☐	Fee paid previously with preliminary materials
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

DATED APRIL 17, 2026

PALISADE BIO, INC.

4600 South Syracuse Street, Suite 900

Denver, Colorado 80237

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held on , 2026

Dear Stockholder:

You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Palisade Bio, Inc., a Delaware corporation (the “Company”), to be held on the day of , 2026, at 10:00 a.m. Pacific Time. The Annual Meeting will be held in a virtual meeting format only, via live webcast on the internet, with no physical in-person meeting. You will be able to attend and participate in the Annual Meeting online by visiting www.proxydocs.com/PALI, where you will be able to listen to the meeting live, submit questions and vote. You will need to register at www.proxydocs.com/PALI in order to attend the Annual Meeting virtually. You will need to have the 12-digit control number which is included in the Notice of Internet Availability of Proxy Materials (“Notice”), on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. You will not be able to attend the meeting in person. As always, we encourage you to vote your shares prior to the Annual Meeting. We are holding the Annual Meeting for the following purposes, which are more fully described in the accompanying proxy statement (“Proxy Statement”):

	1.	To elect four directors to hold office until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal. We refer to this proposal as the “Director Election Proposal” or “Proposal 1.”

	2.	To ratify the appointment of Baker Tilly US, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We refer to this proposal as the “Auditor Ratification Proposal” or “Proposal 2.”

	3.	To approve an amendment to our Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 307,000,000 to 457,000,000. We refer to this proposal as the “Increased Authorized Shares Proposal” or “Proposal 3.”

	4.	To approve the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan. We refer to this proposal as the “Incentive Plan Proposal” or “Proposal 4.”

	5.	To approve the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan. We refer to this proposal as the “Purchase Plan Proposal” or “Proposal 5.”

	6.	To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. We refer to this proposal as the “Say-On-Pay Proposal” or “Proposal 6.”

	7.	To approve equity award grants to our non-employee directors. We refer to this proposal as the “Director Grants Proposal” or “Proposal 7.”

	8.	To conduct any other business properly brought before the Annual Meeting.

We have elected to provide electronic access to our Annual Meeting proxy materials, which include the Proxy Statement accompanying this notice, in lieu of mailing printed copies. On or about , 2026, we expect to mail to our stockholders the Notice containing instructions on how to access our Proxy Statement and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”).

The Notice provides instructions on how to vote online or by telephone and how to receive a paper copy of the proxy materials by mail. Our Proxy Statement and 2025 Annual Report can be accessed directly at the Internet address www.proxydocs.com/PALI using the control number located on your Notice, and also on your proxy card or voting instruction form, as applicable, if you have received printed proxy materials.

The record date for the Annual Meeting is April 15, 2026. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof.

You will not be able to attend the Annual Meeting in person.

	By Order of the Board of Directors


	Donald Williams
	Chairman
	, 2026

You are cordially invited to virtually attend the Annual Meeting online. Whether or not you expect to virtually attend the Annual Meeting, PLEASE VOTE YOUR SHARES. As an alternative to voting online, you may vote via telephone or, if you receive a paper proxy card by mailing the completed proxy card. Voting instructions are provided in the instructions printed on your proxy card.

Even if you have voted by proxy, you may still vote online at the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the Annual Meeting, you must follow the instructions from such organization and will need to obtain a proxy issued in your name from that record holder.

PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION

DATED APRIL 17, 2026

PALISADE BIO, INC.

4600 South Syracuse Street, Suite 900

Denver, Colorado 80237

PROXY STATEMENT

FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON , 2026

Our Board of Directors (“Board”) is soliciting your proxy to vote at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Palisade Bio, Inc., a Delaware corporation (sometimes referred to as “we,” “us,” the “Company,” or “Palisade”) to be held virtually, via a live interactive audio webcast at www.proxydocs.com/PALI, on   , 2026, at 10:00 a.m. Pacific Time, subject to any adjournment or postponement thereof.

For the Annual Meeting, we have elected to furnish our proxy materials, including this proxy statement (“Proxy Statement”) and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”), to our stockholders primarily via the internet. On or about , 2026, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) that will serve as notice of the Annual Meeting and will contain instructions on how to access our proxy materials on the internet, how to vote at the Annual Meeting and how to request printed copies of the proxy materials.

Only stockholders of record at the close of business on April 15, 2026 (the “Record Date”) will be entitled to vote at the Annual Meeting. As of the Record Date, there were 167,424,202 shares of common stock outstanding and entitled to vote. A list of stockholders entitled to vote at the Annual Meeting will be available for examination by stockholders for any purpose germane to the Annual Meeting for ten days prior to the Annual Meeting during normal business hours at our headquarters in Denver, Colorado. If you would like to schedule a time to examine our list of stockholders, please contact us at least two days in advance at PALI@jtcir.com to schedule a time.

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent you the Notice because the Board is soliciting your proxy to vote at the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about , 2026 to all stockholders entitled to vote at the Annual Meeting.

Where and when is the Annual Meeting?

The Annual Meeting will be held virtually via live webcast on , 2026, at 10:00 a.m. Pacific Time. There will be no physical meeting location. You will not be able to attend the Annual Meeting in person. A summary of the information you need to attend the Annual Meeting online is provided below:

	●	You must register in advance at www.proxydocs.com/PALI. Upon completing your registration, you will receive further instructions via email, including your link that will allow you access to the meeting.

	●	To enter the meeting, you must register in advance using your 12-digit control number, which is available on your proxy card or Notice. Upon completing registration, you will receive further instructions via email, including your link that will allow you to access the meeting.

	●	If you do not have your 12-digit control number, you will not be able to register to attend the meeting.

	●	Instructions on how to connect to and participate in the Annual Meeting via the internet, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/PALI.

Stockholders who properly register to attend the Annual Meeting will receive an email approximately one hour before the Annual Meeting with instructions and a link to attend the Annual Meeting. We recommend that you log in a few minutes before 10:00 a.m. Pacific Time to ensure you are logged in when the Annual Meeting is called to order. The information on our website is not incorporated by reference into this Proxy Statement or our 2025 Annual Report. If you are a beneficial stockholder, you should contact the bank, broker or other institution where you hold your account well in advance of the meeting if you have questions about obtaining your control number proxy to vote.

If you plan to vote during the Annual Meeting, you may still do so even if you have already returned your proxy card.

What if I have technical difficulties or trouble accessing the live webcast of the Annual Meeting?

On the day of the Annual Meeting, if you encounter any difficulties assessing the live webcast of the Annual Meeting or during the Annual Meeting, please call the technical support number that will be posted on the log-in page for our Annual Meeting for assistance.

Who can vote at the Annual Meeting?

Voting Shares

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. On the Record Date, there were 167,424,202 shares of common stock outstanding and entitled to vote.

Non-Voting Shares

As of the Record Date, we also had 200,000 shares of Series A 4.5% Convertible Preferred Stock (the “Series A Preferred Stock”) (which are currently convertible into an aggregate of 8 shares of common stock) outstanding. Shares of the Series A Preferred Stock are not entitled to vote with respect to the matters described in this Proxy Statement.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the Company’s transfer agent, Equiniti Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card or vote by proxy over the telephone or on the internet as instructed below to ensure your vote is counted.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting virtually. However, since you are not the stockholder of record, you may not vote your shares online at the Annual Meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are six proposals being presented for stockholder vote:

	1.	To elect four directors to hold office until the 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified or until the director’s earlier death, resignation or removal. We refer to this proposal as the “Director Election Proposal” or “Proposal 1.”

	2.	To ratify the appointment of Baker Tilly US, LLP, as our independent registered public accounting firm for the fiscal year ending December 31, 2026. We refer to this proposal as the “Auditor Ratification Proposal” or “Proposal 2.”

	3.	To approve an amendment to our Certificate of Incorporation to increase the number of authorized shares of common stock from 300,000,000 to 450,000,000 (which will result in an increase in the total number of authorized shares of capital stock of the Company from 307,000,000 to 457,000,000). We refer to this proposal as the “Increased Authorized Shares Proposal” or “Proposal 3.”

	4.	To approve the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan. We refer to this proposal as the “Incentive Plan Proposal” or “Proposal 4.”

	5.	To approve the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan. We refer to this proposal as the “Purchase Plan Proposal” or “Proposal 5.”

	6.	To approve, on a non-binding advisory basis, the compensation of our named executive officers, as disclosed in this proxy statement. We refer to this proposal as the “Say-On-Pay Proposal” or “Proposal 6.”

	7.	To approve equity award grants to our non-employee directors. We refer to this proposal as the “Director Grants Proposal” or “Proposal 7.”

What if another matter is properly brought before the Annual Meeting?

We currently know of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the Annual Meeting, it is the intention of the persons named in this Proxy Statement, and in the proxy card, to vote on those matters in accordance with their best judgment.

How do I vote?

The procedures for voting are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote online at the Annual Meeting, over the telephone, through the internet or using a proxy card that you may request. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote online even if you have already voted by proxy.

	●	VOTE BY PHONE: To vote over the telephone, dial toll-free 1-866-243-5513, using any touch-tone telephone and follow the recorded instructions. Have the 12-digit control number from your proxy card ready and follow the simple instructions to record your vote.

	●	VOTE BY INTERNET: You may cast your vote online at www.proxypush.com/PALI. Have the 12-digit control number from your proxy card ready and follow the simple instructions to record your vote.

	●	VOTE BY PROXY CARD: To vote using a proxy card, simply complete, sign and date the proxy card you were provided and return it promptly in the envelope we have provided. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you directed.

	●	VOTE DURING THE ANNUAL MEETING: To vote online during the Annual Meeting, follow the provided instructions to join the Annual Meeting at www.proxydocs.com/PALI, starting at 10:00 a.m. Pacific Time on , 2026. Stockholders who register in advance to attend the Annual Meeting will be able to vote during the meeting until the polls are declared closed. Your 12-digit control number from your proxy card is required to register.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received materials containing voting instructions from that organization rather than from us. Simply follow the voting instructions to ensure that your vote is counted. To vote online at the Annual Meeting, you may be required to obtain a valid proxy from your broker, bank, or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials or contact your broker, bank, or other agent to request a proxy form. You must register using your 12-digit control number at www.proxydocs.com/PALI and follow the instructions you receive.

We provide internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your internet access, such as usage charges from internet access providers and telephone companies.

Can I vote my shares by filling out and returning the Notice?

No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote through the internet, by telephone, by using a printed proxy card or by submitting a ballot online during the Annual Meeting.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of the close of business on the Record Date.

What happens if I do not vote?

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record and do not vote by telephone, through the internet, or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable: “For” the Director Election Proposal, “For” the Auditor Ratification Proposal, “For” the Increased Authorized Shares Proposal, “For” the Incentive Plan Proposal, “For” the Purchase Plan Proposal, “For” the Say-On-Pay Proposal, and “FOR” the Director Grants Proposal. If any other matter is properly presented at the Annual Meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using their best judgment. If the Annual Meeting is adjourned, continued, or postponed, the proxyholder may vote the shares at the adjourned, continued or postponed meeting as well, unless you have properly revoked your voting instructions, as described herein.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether pursuant to stock exchange rules, the particular proposal is deemed to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. “Non-routine” matters are matters that may substantially affect the rights or privileges of stockholders, such as mergers, stockholder proposals, elections of directors (even if not contested), executive compensation and certain corporate governance proposals, even if management-supported. Accordingly, your broker or nominee may not vote your shares on Proposal 1 (the Director Election Proposal), Proposal 4 (the Incentive Plan Proposal), Proposal 5 (the Purchase Plan Proposal), Proposal 6 (the Say-On-Pay Proposal) and Proposal 7 (the Director Grants Proposal) without your instructions. Your broker or nominee may only vote your shares on Proposal 2 (the Auditor Ratification Proposal) and Proposal 3 (the Increased Authorized Shares Proposal) in the absence of your instruction.

Please instruct your bank, broker or other similar organization to ensure that your vote will be counted.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners. We have engaged Mediant Communications Inc. to assist in the solicitation of proxies and provide related advice and informational support, for a services fee and the reimbursement of customary disbursements, which are not expected to exceed $35,000 in total.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any of the following ways:

	●	You may submit another properly completed proxy card with a later date.

	●	You may grant a subsequent proxy by telephone or through the internet.

	●	You may send a timely written notice that you are revoking your proxy to Palisade Bio, Inc., Attn: Corporate Secretary, 4600 South Syracuse Street, Suite 900, Denver, Colorado 80237.

	●	You may vote during the Annual Meeting which will be hosted via the internet. Simply attending the Annual Meeting online will not, by itself, revoke your proxy. Even if you plan to attend the Annual Meeting, we recommend that you also submit your proxy or voting instructions or vote by telephone or through the internet so that your vote will be counted if you later decide not to attend the Annual Meeting.

Your most current proxy card, telephone vote, or internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

How are votes counted?

Votes will be counted by the inspector of election appointed for the meeting, who will separately count “For” and “Against” votes, abstentions and broker non-votes.

With respect to the Director Election Proposal (Proposal 1), stockholders do not affirmatively vote “Against” nominees. Instead, if you do not want to vote for a particular nominee, you should choose to “Withhold” a vote in favor of the applicable nominee for director.

With respect to the Auditor Ratification Proposal (Proposal 2), the Increased Authorized Shares Proposal (Proposal 3), the Incentive Plan Proposal (Proposal 4), the Purchase Plan Proposal (Proposal 5), the Say-On-Pay Proposal (Proposal 6), and the Director Grants Proposal (Proposal 7), the inspector of election will separately count votes “For” and “Against,” abstentions and, if applicable, broker non-votes.

Abstentions will be counted towards the vote total for Proposal 2, Proposal 4, Proposal 5, Proposal 6, and Proposal 7 and will have the same effect as “Against” votes. Abstentions will have no effect on Proposal 1 and Proposal 3.

As described below, for all of the Proposals, broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total, assuming that a quorum is obtained.

What does it mean if multiple members of my household are stockholders but we only received one Notice in the mail?

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for stockholder meeting materials with respect to two or more stockholders sharing the same address by delivering a single set of stockholder meeting materials addressed to those stockholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for stockholders and cost savings for companies.

This year, a number of brokers with account holders who are Palisade stockholders will be “householding” the Company’s proxy materials. A single Notice will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders.

Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in “householding” and would prefer to receive a separate Notice, please notify your broker or Palisade. Direct your written request to the attention of the Secretary of Palisade Bio, Inc., Palisade Bio, Inc., 4600 South Syracuse Street, Suite 900, Denver, Colorado 80237. Stockholders who currently receive multiple copies of proxy materials at their addresses and would like to request “householding” of their communications should contact their brokers.

What are “broker non-votes”?

When a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed to be non-routine under applicable rules, the broker or nominee cannot vote the shares on such matters. These unvoted shares are counted as “broker non-votes.” If received, broker non-votes will be counted towards the presence of a quorum but will not be counted towards the vote total for all proposals.

How many votes are needed to approve each proposal?

	●	Proposal 1 - For the Director Election Proposal, the three nominees receiving the most “For” votes from the holders of shares present in remote communication or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. Only votes “For” or “Withhold” will affect the outcome. Broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 2 - Approval of the Auditor Ratification Proposal will require the affirmative vote of the majority of shares present in remote communication or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 3 - Approval of the Increased Authorized Shares Proposal will require the affirmative vote of the majority of the votes cast with respect to such proposal. Abstentions and broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 4 – Approval of the Incentive Plan Proposal will require the affirmative vote of the majority of shares present in remote communication or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 5 – Approval of the Purchase Plan Proposal will require the affirmative vote of the majority of shares present in remote communication or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 6 – Approval of the Say-On-Pay Proposal will require the affirmative vote of the majority of shares present in remote communication or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on this proposal.

	●	Proposal 7 – Approval of the Director Grants Proposal will require the affirmative vote of the majority of shares present in remote communication or represented by proxy at the meeting and entitled to vote on the subject matter. Abstentions will have the same effect as “AGAINST” votes. Broker non-votes, if any, will have no effect on this proposal.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding at least one-third of the outstanding shares entitled to vote are present at the Annual Meeting online or represented by proxy. On the Record Date, April 15, 2026, there were 167,424,202 shares outstanding and entitled to vote. Thus, the holders of 55,808,068 shares must be present online or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote online at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the Annual Meeting online, or represented by proxy, may adjourn the Annual Meeting to another date.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-K that we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

When are stockholder proposals and director nominations due for next year’s Annual Meeting?

To be considered for inclusion in the Company’s proxy materials for next year’s 2027 annual meeting of stockholders (the “2027 Annual Meeting”), your proposal must be submitted in writing by to: Secretary of Palisade Bio, Inc., 4600 South Syracuse Street, Suite 900, Denver, Colorado 80237. If you wish to submit a proposal (including a director nomination) that is not to be included in the Company’s proxy materials for next year’s 2027 Annual Meeting, you must do so between and . You are also advised to review the Company’s amended and restated bylaws, which contain additional requirements relating to advance notice of stockholder proposals and director nominations.

In addition to satisfying the foregoing requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than our Board’s nominees must provide notice that sets forth any additional information required by Rule 14a-19 promulgated under the Securities Exchange Act of 1934, as amended, no later than .

If a stockholder who has notified us of his or her intention to present a proposal at an annual meeting does not appear to present his or her proposal at such meeting, we are not required to present the proposal for a vote at such meeting.

PROPOSAL ONE

ELECTION OF DIRECTORS

The Company’s Board currently consists of four members, three of which are “independent,” as that term is defined by Nasdaq Listing Rules. At the recommendation of our Governance and Nominating Committee, our Board has approved an increase in the size of the Board from four members to five members, which increase in the size of the Board is conditioned on and only effective in the event that our new director nominee, Robert F. Baltera, Jr., is elected as a director at the Annual Meeting. In the event our new director nominee, Robert F. Baltera, Jr., is not elected, the size of the Board will remain at four directors. Pursuant to an amendment to the Company’s bylaws, on February 29, 2024, the Board removed its classified Board structure so each director is now elected on an annual basis.

Our Governance and Nominating Committee has recommended, and the Board nominates each of J.D. Finley, Donald Williams, Emil Chuang and Robert F. Baltera, Jr. as nominees for election as directors at the Annual Meeting to serve for a one-year term expiring at the 2027 Annual Meeting, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal. Each of Mr. Finley, Mr. Williams and Dr. Chuang are current members of the Board whose terms expire at the Annual Meeting. Binxian Wei serves as the director-appointee for the Company’s outstanding Series A Preferred Stock and will not be voted on by the holders of the Company’s common stock.

NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS

For a One Year Term Expiring at the

2027 Annual Meeting

Nominees for Term Expiring in 2027

The Governance and Nominating Committee recommended, and the Board nominates the following individuals to serve as directors:

	●	J.D. Finley;
	●	Donald Williams;
	●	Emil Chuang; and
	●	Robert F. Baltera, Jr.

The following is additional information about each of the nominees as of the date of this proxy statement, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused our Governance and Nominating Committee and our Board to determine that the nominees should serve as one of our directors.

J.D. Finley, age 68, has served as our Chief Financial Officer since April 2021 and Chief Executive Officer since October 2022. He was appointed to our Board in February 2023. Previously, Mr. Finley served as Leading Biosciences, Inc’s (the Company’s wholly owned subsidiary and predecessor company) Chief Financial Officer since January 2017 and as a member of the board of directors of Leading Biosciences, Inc. (the “LBS Board”) since December 2014. Prior to joining Leading Biosciences, Inc., Mr. Finley was Chief Executive Officer of PointAcross, Inc., a marketing company, from January 2016 to January 2017. Mr. Finley previously co-founded Proteus Capital Partners, Inc., a firm specializing in providing financing for a variety of businesses, and was Chief Financial Officer at Phillips Capital, a broker/dealer firm specializing in private debt and equity capital raises. From March 2011 to June 2012 Mr. Finley was Executive Vice President, and from June 2012 to April 2014, Mr. Finley was President of Goldmail, Inc. Mr. Finley received a B.A. in business administration from Boise State University and an M.S. in Taxation from the University of Denver. Our Board believes Mr. Finley’s experience and familiarity with the Company, its operations and the life science industry qualify him to serve on our Board.

Donald Williams, age 67, has served as a member of our Board since April 2021 and became chairman of our Board in February 2024. Previously, Mr. Williams served on the LBS board of directors since May 2019. Mr. Williams has also served as a member of the board of directors of Akari Therapeutics PLC from 2016 until 2024, a member of the board of directors of Forte Biosciences, Inc. from 2020 until 2024, and a member of the board of directors of ImpediMed, Inc. from 2017 until 2023. From 2014 to 2019, Mr. Williams was a member of the board of directors of Adhera Therapeutics, Inc. From 2015 to 2021, Mr. Williams served as a member of the board of directors of Alphatec Spine, Inc. From 2007 to 2014, Mr. Williams was a Partner and the National Life Sciences Leader for Grant Thornton LLP, and spent over 20 years as a partner at Ernst & Young LLP. From 2001 to 2014, Mr. Williams served on the board of directors of the San Diego Venture Group, during which time he also served as the group’s president and chairman. Mr. Williams was also a founding member of the Young VCs of Southern California. Mr. Williams received a B.A. in accountancy from Southern Illinois University and completed the director education and certification program at the University of California, Los Angeles Anderson School of Business. Our Board believes Mr. Williams’ experience as a board member and public accountant in the life sciences industry qualifies him to serve on our Board.

Emil Chuang, MB BS FRACPM.D., age 66, is a pediatric gastroenterologist with over 20 years of pharmaceutical experience (large pharma, biotech, therapeutics, medical nutrition, and device/diagnostic), and a proven track record of success. Dr. Chuang’s expertise spans from preclinical translational medicine to Phase 1-4 studies. Following on from a successful academic practice as an Assistant Professor at Duke University and the University of Pennsylvania, Dr. Chuang applied his clinical experience in a Pharma setting and deconvoluted complex problems into simple, actionable solutions. His drug development experience includes multiple assets that target inflammatory bowel diseases, including infliximab and vedolizumab. He has held numerous leadership roles, including the Head of GI Clinical Development for Nestle Health Science, Head of GI Translational Research and Early Clinical at Takeda, and Head of GI Precision Medicine at Progenity. Dr. Chuang is currently the Chief Medical Officer at Intrinsic Medicine, a small, privately held biotechnology company (2021-Present), and has his own consulting company, Chuang Global Consulting (2020-Present). He received his medical degree from the University of Sydney (MB BS), Australia, and completed his pediatrics specialty training in Australia (FRACP) before moving to the United States, where he completed subspecialty training in both pediatric gastroenterology and nutrition. He was on the faculty at Duke University and the University of Pennsylvania prior to moving into the pharmaceutical industry to continue his passion for clinical research. Dr. Chuang has authored over 80 peer-reviewed publications, abstracts, and book chapters. Our Board believes that Dr. Chuang’s experience in the field of bowel diseases and as a Chief Medical Officer qualifies him to serve on our Board.

Robert F. Baltera, Jr., age 60, has served as an executive and board member in the biotechnology industry for more than three decades. Mr. Baltera most recently served as Chief Executive Officer and a member of the board of directors of Cirius Therapeutics, Inc., a venture-backed biotechnology company developing therapies for nonalcoholic steatohepatitis (NASH), from 2017 to 2021. He is currently an Entrepreneur in Residence and Senior Advisor at Frazier Life Sciences. Previously, Mr. Baltera served as Chief Executive Officer and a member of the board of directors of Amira Pharmaceuticals, Inc., where he led the company’s sale to Bristol Myers Squibb for $325 million upfront with additional earn-out milestones. Earlier in his career, he held multiple senior leadership roles at Amgen, including Vice President positions across corporate development, finance, global operations planning, and manufacturing. Mr. Baltera currently serves on the boards of several biotechnology companies, including Inipharm, Trestle Biotherapeutics, V6 Therapeutics, and RxMP, and previously served on the boards of companies, including Imago Biosciences, Inc., which was acquired by Merck for $1.35 billion. Mr. Baltera holds an M.B.A. from the UCLA Anderson School of Management and an M.S. in Genetics and a B.S. in Microbiology from The Pennsylvania State University. Our Board believes that Mr. Baltera’s leadership experience and experience in the biotechnology industry qualify him to serve on our Board.

Continuing Director Not Standing For Election

Certain information about our currently serving director whose term does not expire at the Annual Meeting is furnished below.

Binxian Wei, age 55, has served as a member of our Board since February 2019. Mr. Wei has been the V.P. of Darsheng Trade & Tech. Development Co, Ltd. (a subsidiary to Tianjin Tiayo Pharmaceutical Co., Ltd.) since 2015. Mr. Wei is responsible for the active pharmaceutical ingredient and finished dosage marketing for Chinese pharmaceutical companies. From 2008 through 2010, he worked as a business development manager for Sakai Trading. Mr. Wei received a master’s degree in mathematical and computer sciences from Colorado School of Mines, and a master’s degree and B.S. in chemical engineering from Tianjin University in China. Mr. Wei was appointed as the representative director of the Series A Preferred Stock by Tianjin Pharmaceuticals Group International Holdings Co., LTD, the sole holder of our outstanding Series A Preferred Stock. Our Board believes Mr. Wei’s experience as a board member and his pharmaceutical experience qualify him to serve on our Board.

Required Vote

The nominees receiving the highest number of “FOR” votes from the holders of shares present in remote communication or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 1, shall be elected as directors. Unless marked to the contrary, proxies received will be voted “FOR” the nominees.

Recommendation

Our Board of Directors Unanimously Recommends that Stockholders Vote FOR the Election of the Nominees to the Board of Directors.

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PROPOSAL TWO

RATIFICATION OF AUDIT COMMITTEE’S SELECTION OF BAKER TILLY US, LLP AS

OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2026

Our Audit Committee has selected Baker Tilly US, LLP (“Baker Tilly”) as the independent registered public accounting firm for the fiscal year ending December 31, 2026. Baker Tilly was appointed as the Company’s independent registered public accounting firm on September 21, 2022 and served as the auditor for our Annual Report on Form 10-K for the years ended December 31, 2022, 2023, 2024, and 2025. Representatives of Baker Tilly are expected to attend the Annual Meeting, and they will have the opportunity to make a statement if they wish but will not be available to respond to questions.

We are asking our stockholders to ratify the selection of Baker Tilly as our independent registered public accounting firm. Although ratification is not required, our Board is submitting the selection of Baker Tilly to stockholders for ratification because we value our stockholders’ views on our independent registered public accounting firm and as a matter of good corporate practice. In the event stockholders fail to ratify the appointment of Baker Tilly, the Audit Committee will reconsider this appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if the Audit Committee determines that the change would be in the best interests of the Company and our stockholders.

The Company has been informed by Baker Tilly that, to the best of their knowledge, neither the firm nor any of its members or their associates has any direct financial interest or material indirect financial interest in the Company or its affiliates.

Required Vote

The affirmative vote of a majority of the shares present in remote communication or represented by proxy at the Annual Meeting and entitled to vote on this Proposal 2 will be required to ratify the appointment of Baker Tilly as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Abstentions will have the same effect as votes “AGAINST” this proposal. Proposal 2 is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Unless marked to the contrary, valid proxies received will be voted “FOR” ratification of the appointment of Baker Tilly.

Recommendation

Our Board of Directors Recommends a Vote FOR the Ratification of the Appointment of Baker Tilly US, LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026.

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PROPOSAL THREE

APPROVAL OF AN AMENDMENT OF THE COMPANY’S CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK

General

The Company’s Amended and Restated Certificate of Incorporation (as amended, the “Certificate of Incorporation”) currently authorizes the issuance of 300,000,000 shares of common stock, par value $0.01 per share. On April 6, 2026, the Company’s Board adopted a resolution approving, and declaring advisable, subject to stockholder approval, an amendment to our Certificate of Incorporation to increase the number of authorized shares of our common stock from 300,000,000 to 450,000,000 and the attendant increase in the number of authorized shares of our capital stock from 307,000,000 to 457,000,000 (the “Share Increase Amendment”). No change to the authorized number of shares of preferred stock is being proposed.

Text of the Amendment

The text of the form of proposed Certificate of Amendment to our Certificate of Incorporation amending the number of authorized shares is attached to this Proxy Statement as Appendix 1 (the “Certificate of Amendment”). If our stockholders approve this Proposal 3, we expect to file the Certificate of Amendment with the Secretary of State for the State of Delaware shortly following stockholder approval. Upon filing of the Certificate of Amendment with the Secretary of State of the State of Delaware, Article IV of our Certificate of Incorporation would read as follows:

“The corporation shall have authority to issue shares as follows:

(i) 450,000,000 shares of Common Stock, par value $0.01 per share. Each share of Common Stock shall entitle the holder thereof to one (1) vote on each matter submitted to a vote at a meeting of stockholders.

(ii) 7,000,000 shares of Preferred Stock, par value $0.01 per share, which may be issued from time to time in one or more series pursuant to a resolution or resolutions providing for such issue duly adopted by the Board of Directors (authority to do so being hereby expressly vested in the Board of Directors). The Board of Directors is further authorized, subject to limitations prescribed by law, to fix by resolution or resolutions the designations, powers, preferences and rights, and the qualifications, limitations or restrictions thereof, of any wholly unissued series of Preferred Stock, including without limitation authority to fix by resolution or resolutions the dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and liquidation preferences of any such series, and the number of shares constituting any such series and the designation thereof, or any of the foregoing.”

The Board of Directors is further authorized to increase (but not above the total number of authorized shares of the class) or decrease (but not below the number of shares of any such series then outstanding) the number of shares of any series, the number of which was fixed by it, subsequent to the issuance of shares of such series then outstanding, subject to the powers, preferences and rights, and the qualifications, limitations and restrictions thereof stated in the Certificate of Incorporation or the resolution of the Board of Directors originally fixing the number of shares of such series. If the number of shares of any series is so decreased, then the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.”

Reasons for the Proposal

Currently, we are authorized to issue up to 300,000,000 shares of common stock. As of the Record Date, there were 167,424,202 shares of common stock issued and outstanding and 86,909,793 shares of common stock issuable as follows:

	●	57,816,862 shares of common stock issuable upon the exercise of warrants and pre-funded warrants;

	●	8 shares of common stock issuable upon conversion of the 200,000 outstanding shares of our Series A 4.5% Convertible Preferred Stock;

	●	28,992,209 shares of common stock issuable upon exercise of outstanding stock options and vesting of restricted stock units and restricted performance stock units granted under the Company’s equity compensation plans;

	●	50,341 shares of common stock reserved for future issuances under the Company’s inducement plan; and

	●	50,373 shares of common stock reserved for future issuances under the Company’s employee stock purchase plan.

Therefore, we currently have less than 16% of our total authorized shares of common stock available for future issuance. In addition, if the Incentive Plan Proposal (Proposal 4) and the Purchase Plan Proposal (Proposal 5) are approved at the Annual Meeting, then an additional 29,986,880 shares and 786,627 shares of common stock will be available for issuance under the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan and the Amended and Restated Palisade Bio, Inc. 2021 Employee Stock Purchase Plan, respectively.

The Board has determined it is in our best interest to increase the number of authorized shares of our common stock from 300,000,000 shares to 450,000,000 shares in order to give the Company greater flexibility in considering and planning for future potential business needs. Although there are no immediate undisclosed plans, arrangements, commitments or understandings with respect to the issuance of the additional shares of common stock that would be authorized by the Increased Authorized Shares Proposal, our Board believes it is important to provide the Company with the ability to respond to future business opportunities requiring the issuance of shares, including the consummation of equity-based financings, and to issue additional equity awards to employees, officers, directors and consultants, without the potential expense and delay associated with obtaining stockholder approval for a particular issuance. Each additional authorized share of common stock would have the same rights and privileges as each share of currently authorized common stock.

In determining the size of the proposed authorized share increase, our Board considered a number of factors, including the amount of capital needed to fund our operations, the need to issue equity awards and the potential need for additional shares in connection with future equity or equity-linked transactions, acquisitions or other strategic transactions.

Effect of Approval of Proposed Amendment

If the Share Increase Amendment is approved by stockholders, all other sections of the Certificate of Incorporation would be maintained in their current form. The Share Increase Amendment would become effective upon the filing of a Certificate of Amendment to our Certificate of Incorporation with the Secretary of State of the State of Delaware, which the Company would do shortly after the Annual Meeting, assuming Proposal 3 is approved by our stockholders. In the event that the Share Increase Amendment is not approved by our stockholders at the Annual Meeting, the current Certificate of Incorporation would remain in effect in its entirety. Our Board reserves the right, notwithstanding stockholder approval of the Share Increase Amendment and without further action by our stockholders, not to proceed with the Share Increase Amendment at any time before it becomes effective.

Potential Anti-takeover Effects of Increase in Authorized Common Stock

In addition to the more traditional uses described above, the Company could issue shares of its stock as a defense against efforts to obtain control of the Company. The Board does not intend or view the increase in authorized shares of stock as an anti-takeover measure, nor is the Company presently aware of any third party who is or intends to accumulate our securities or obtain control of the Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.

Dissenters’ Rights of Appraisal

Under Delaware law, stockholders are not entitled to appraisal rights with respect to the Share Increase Amendment, and we will not independently provide our stockholders with any such right.

Required Vote

The affirmative vote of a majority of the votes cast with respect to such proposal will be required to approve the Increased Authorized Shares Proposal. Abstentions will have no effect on this proposal. Proposal 3 is a matter on which brokers are expected to have discretionary voting authority, and we do not, therefore, expect any broker non-votes with respect to this proposal. Unless marked to the contrary, valid proxies received will be voted “FOR” the Increased Authorized Shares Proposal.

Recommendation

Our Board of Directors Unanimously Recommends a Vote FOR the Approval of the INCREASED AUTHORIZED SHARES PROPOSAL.

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PROPOSAL FOUR

APPROVAL OF THE AMENDED AND RESTATED PALISADE BIO, INC. 2021 EQUITY INCENTIVE PLAN

In this Proposal 4, we are asking our stockholders to approve the Amended and Restated Palisade Bio, Inc. 2021 Equity Incentive Plan (“A&R 2021 Equity Incentive Plan”). On April 13, 2026, the Compensation Committee recommended that the Board approve the A&R 2021 Equity Incentive Plan. On April 14, 2026, the Board approved the A&R 2021 Equity Incentive Plan and the inclusion of such A&R 2021 Equity Incentive Plan in this Proxy Statement.

If stockholders approve this proposal, the A&R 2021 Equity Incentive Plan will become effective upon such approval. While the Contingent Grants (as defined in Proposal 7) are contingent upon stockholder approval of both this Proposal 4 and the Director Grants Proposal (Proposal 7), effectiveness of the A&R 2021 Equity Incentive Plan is not contingent upon approval of the Director Grants Proposal (Proposal 7).

The A&R 2021 Equity Incentive Plan would, among other things:

●

increase the number of shares of our common stock authorized for issuance to 42,257,000 shares, which we believe will provide sufficient capacity to continue making competitive equity awards to our employees, directors and consultants over the next several years;

●

eliminate the automatic annual “evergreen” share increase feature in the current plan so that any future increase in the share pool would require explicit stockholder approval;

●

update the annual limit on total compensation that may be granted or paid for service as a non employee director so that such compensation may not exceed $750,000 in any calendar year (with a separate first-year limit of $1,000,000 in the initial calendar year a non-employee director joins the Board), in each case maintaining a clear cap on director compensation that is not approved by the Company’s stockholders (the limits will not apply to any compensation granted or paid that is approved by the Company’s stockholders in accordance with Delaware law);

●

revise the share counting and recycling provisions so that shares surrendered or withheld to pay an option exercise price or to satisfy tax withholding obligations do not return to the share reserve;

●

add explicit “no-repricing” protections that prohibit, without prior stockholder approval, (A) reducing the exercise price of outstanding stock options or stock appreciation rights, (B) cancelling underwater options or stock appreciation rights in exchange for cash or other awards, or (C) taking any other action that would be treated as a repricing under applicable exchange rules, other than in connection with customary adjustments for changes in our capitalization and certain corporate transactions; and

●

clarify that any dividends or dividend equivalents paid or credited with respect to unvested awards will be subject to the same vesting conditions as the underlying awards and will be forfeited to the extent the underlying awards do not vest.

Why You Should Vote to Approve the A&R 2021 Equity Incentive Plan

As of the date of this Proxy Statement, there are no shares available for future issuance under the existing 2021 Equity Incentive Plan. In addition, there are equity awards for 28,979,109 shares of common stock that are outstanding under the existing 2021 Equity Incentive Plan. The current 2021 Equity Incentive Plan contains an automatic annual “evergreen” increase equal to 7.5% of the outstanding shares of our common stock on December 31 of each year, through January 1, 2031. While this evergreen feature has historically provided additional capacity and, based on current vesting schedules, is expected to provide sufficient capacity to settle the outstanding equity awards upon vesting, the Board has determined that it is appropriate to move to a fixed share reserve sized to meet our expected equity needs over approximately the next three years and to seek explicit stockholder approval for that fixed pool, rather than relying on automatic annual increases. Upon the approval of the A&R 2021 Equity Incentive Plan, the number of shares available under the A&R 2021 Equity Incentive Plan will be 42,257,000 shares (representing approximately 25% of the outstanding shares on the Record Date or 20%, assuming the exercise of all pre-funded warrants that were outstanding on the Record Date), which our Board believes will be sufficient to settle the equity awards currently outstanding under our existing 2021 Equity Incentive Plan as well as provide for our expected equity needs over approximately the next three years.

Equity awards are a key element of our ability to attract, retain and motivate the highly qualified employees, directors and consultants required to execute our strategy in a competitive talent market. We use equity compensation to align the interests of our service providers with those of our stockholders by tying a meaningful portion of total compensation to the long-term performance of our common stock.

Approval of the A&R 2021 Equity Incentive Plan will allow us to continue granting equity awards at levels we believe are appropriate and competitive to attract and retain key talent, including in light of the significant equity issuances and potential dilution associated with our recent financing activities. We believe equity awards help foster an ownership culture at the Company, promote retention through multi-year vesting, and ensure that compensation outcomes are closely linked to long-term stockholder value creation.

We carefully manage equity usage, and in sizing the share request under the A&R 2021 Equity Incentive Plan, our Compensation Committee and Board considered our historical and projected rates of equity grant usage, our outstanding awards and the fact that no shares remain available under the existing plan, and market practices among peer companies.

A critical step in achieving our strategic initiatives has been raising cash through equity financings to fund our clinical development programs, planned operating expenses and capital expenditure requirements. In particular, in October 2025, we issued 113,240,564 shares of common stock and pre-funded warrants to purchase up to 83,914,280 shares of our common stock in a public offering, raising approximately $138.0 million in aggregate gross proceeds (the “Financing”). The pre-funded warrants were issued to certain investors who wanted to participate in the Financing, but whose purchase of shares of common stock in the Financing would otherwise have resulted in the investor, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the investor, 9.99%) of our outstanding common stock. The pre-funded warrants became exercisable upon issuance, subject to certain beneficial ownership limitations, with an exercise price of $0.0001 per share. Thus, we included a calculation of the overhang percentage above that assumes the exercise of all pre-funded warrants outstanding on the Record Date. As of the Record Date, there were pre-funded warrants to purchase up to 43,866,568 shares of our common stock outstanding.

Stockholder approval of the A&R 2021 Equity Incentive Plan is required to: (i) comply with Nasdaq rules requiring stockholder approval of equity compensation plans; and (ii) comply with the incentive stock option rules under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).

Key Features of the A&R 2021 Equity Incentive Plan

The A&R 2021 Equity Incentive Plan includes provisions that are designed to protect our stockholders’ interests and to reflect corporate governance best practices, including the following:

●

Stockholder approval required for additional shares. The A&R 2021 Equity Incentive Plan does not contain an annual “evergreen” provision. Instead, it authorizes a fixed number of shares, so that any future increase in the share reserve would require stockholder approval, allowing our stockholders to have direct input on our equity compensation program.

●

Repricing is prohibited without stockholder approval. The A&R 2021 Equity Incentive Plan prohibits (i) reducing the exercise or strike price of outstanding stock options and stock appreciation rights, and (ii) cancelling any outstanding stock options or stock appreciation rights that have an exercise or strike price greater than the then-current fair market value of our common stock in exchange for cash or other awards, in each case without prior stockholder approval, other than in connection with customary capitalization adjustments and corporate transactions.

●

Eliminating Share Recycling. In general, when awards granted under the A&R 2021 Equity Incentive Plan are not issued or delivered by reason of (i) the expiration, termination, cancellation or forfeiture of such award, or (ii) the settlement of such award in cash, the shares reserved for those awards will be returned to the share reserve and be available for future awards. However, shares of common stock that are tendered to us in payment of the exercise price of stock options or stock appreciation rights, or that are withheld by us to cover tax withholding obligations in connection with the exercise or settlement of awards, will not be returned to the share reserve.

●

Restriction on dividends and dividend equivalents. The A&R 2021 Equity Incentive Plan provides that (i) no dividends or dividend equivalents may be paid with respect to any shares of our common stock subject to an unvested award before the date such shares have vested, (ii) any dividends or dividend equivalents that are credited with respect to such shares will be subject to all of the terms and conditions applicable to the underlying award (including any vesting conditions), and (iii) any dividends or dividend equivalents that are credited with respect to such shares will be forfeited to us to the extent the underlying shares are forfeited or repurchased due to a failure to vest.

●

Continued focus on stockholder alignment. Other than the changes discussed above, the conditions around the grants of awards under the A&R 2021 Equity Incentive Plan are generally similar to those in the existing 2021 Equity Incentive Plan, and continue to emphasize equity-based incentives that align the interests of our employees, directors and consultants with those of our stockholders.

Summary of the A&R 2021 Equity Incentive Plan

The following is a general summary of the A&R 2021 Equity Incentive Plan and is qualified in its entirety by the complete text of the A&R 2021 Equity Incentive Plan. Stockholders are urged to read the actual text of the A&R 2021 Equity Incentive Plan in its entirety which is set forth as Appendix 2 to this Proxy Statement.

General Information

The purpose of the A&R 2021 Equity Incentive Plan is to provide a means whereby the Company can secure and retain the services of employees, directors and consultants, to provide incentives for such persons to exert maximum efforts for the success of the Company and its affiliates and to provide a means by which such persons may be given an opportunity to benefit from increases in value of the Common Stock through the granting of awards under the A&R 2021 Equity Incentive Plan.

Approval of the A&R 2021 Equity Incentive Plan by our stockholders is required, among other things, in order to comply with stock exchange rules requiring stockholder approval of equity compensation plans and allow the grant of incentive stock options under the A&R 2021 Equity Incentive Plan. If the A&R 2021 Equity Incentive Plan is approved by our stockholders, the A&R 2021 Equity Incentive Plan will become effective as of the date of such approval. In the event that our stockholders do not approve this proposal, the A&R 2021 Equity Incentive Plan will not become effective and the 2021 Equity Incentive Plan will remain in its current form.

If the request to approve the A&R 2021 Equity Incentive Plan is approved by our stockholders, the number of shares authorized under the A&R 2021 Equity Incentive Plan will be equal to 42,257,000 shares (approximately 25% of the outstanding shares on the Record Date or 20%, assuming the exercise of all pre-funded warrants outstanding on the Record Date), subject to adjustment for specified changes in the Company’s capitalization. The Board believes this pool size is necessary to provide sufficient reserved shares for a level of grants that will attract, retain, and motivate employees and other participants.

Description of the A&R 2021 Equity Incentive Plan

A summary description of the material features of the A&R 2021 Equity Incentive Plan is set forth below. The following summary does not purport to be a complete description of all the provisions of the A&R 2021 Equity Incentive Plan and is qualified by reference to the A&R 2021 Equity Incentive Plan, the form of which is attached to this proxy statement as Appendix 2 and incorporated by reference in its entirety. Company stockholders should refer to the A&R 2021 Equity Incentive Plan for more complete and detailed information about the terms and conditions of the A&R 2021 Equity Incentive Plan.

Eligibility. Any individual who is an employee of the Company or any of its affiliates, or any person who provides services to the Company or its affiliates, including members of the Board, is eligible to receive awards under A&R 2021 Equity Incentive Plan at the discretion of the plan administrator. If this proposal is approved by the stockholders, all of the Company’s employees, directors and consultants will be eligible to receive awards under the A&R 2021 Equity Incentive Plan.

Awards. The A&R 2021 Equity Incentive Plan provides for the grant of incentive stock options (“ISOs”), within the meaning of Section 422 of the Code to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of awards to employees, directors and consultants, including employees and consultants of the Company’s affiliates.

Authorized Shares. The maximum number of shares of Common Stock that may be issued under the A&R 2021 Equity Incentive Plan after the A&R 2021 Equity Incentive Plan becomes effective will be equal to 42,257,000 shares (approximately 25% of the outstanding shares of our common stock on the Record Date or 20%, assuming the exercise of all pre-funded warrants outstanding on the Record Date). The maximum number of shares of Common Stock that may be issued on the exercise of ISOs under the A&R 2021 Equity Incentive Plan will be equal to 42,257,000 shares (approximately 25% of the outstanding shares on the Record Date or 20%, assuming the exercise of all pre-funded warrants outstanding on the Record Date). As of April 16, 2026, the closing price of the Common Stock as reported on The Nasdaq Capital Market was $2.33 per share.

Shares subject to stock awards granted under the A&R 2021 Equity Incentive Plan that expire or terminate without being exercised or otherwise issued in full or that are paid out in cash rather than in shares do not reduce the number of shares available for issuance under the A&R 2021 Equity Incentive Plan. Shares withheld under a stock award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation do not reduce the number of shares available for issuance under the A&R 2021 Equity Incentive Plan. If any shares of Common Stock issued pursuant to a stock award are forfeited back to or repurchased or reacquired by the Company because of the failure to vest, the shares that are forfeited or repurchased or reacquired will revert to and again become available for issuance under the A&R 2021 Equity Incentive Plan.

Non-Employee Director Compensation Limit. The aggregate value of all compensation granted or paid, as applicable, to any individual for service as a non-employee director with respect to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed the applicable limits set forth below, in each case, calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes and excluding distributions from a deferred compensation program: (i) $750,000 in total value or (ii) in the event such non-employee director is first appointed or elected to the Board during such calendar year, $1,000,000 in total value; provided, that, the foregoing limits shall not apply to any compensation granted or paid, as applicable, that is approved by the Company’s stockholders in accordance with Delaware law.

Plan Administration. The Board, or a duly authorized committee thereof (including the Compensation Committee), will administer the A&R 2021 Equity Incentive Plan and is referred to as the “plan administrator” herein. The Board may also delegate to one or more of the Company’s officers the authority to (1) designate employees (other than officers) to receive specified stock awards and (2) determine the number of shares subject to such stock awards. Under the A&R 2021 Equity Incentive Plan, the Board has the authority to determine award recipients, grant dates, the numbers and types of stock awards to be granted, the applicable fair market value, and the provisions of each stock award, including the period of exercisability and the vesting schedule applicable to a stock award.

Under the A&R 2021 Equity Incentive Plan, the Board does not have the authority to effect, without first obtaining the approval of stockholders, (1) the reduction of the exercise, purchase, or strike price of any outstanding option or stock appreciation right; (2) the cancellation of any outstanding option or stock appreciation right and the grant in substitution therefore of other awards, cash, or other consideration; or (3) any other action that is treated as a repricing under applicable stock exchange rules, in each case, other than in connection with equitable adjustments for stock splits, recapitalizations and similar transactions as described in the A&R 2021 Equity Incentive Plan.

Stock Options. ISOs and NSOs are granted under stock option agreements adopted by the plan administrator. The plan administrator determines the exercise price for stock options, within the terms and conditions of the A&R 2021 Equity Incentive Plan, provided that the exercise price of a stock option generally cannot be less than 100% of the fair market value of a share of Common Stock on the date of grant. Options granted under the A&R 2021 Equity Incentive Plan vest at the rate specified in the stock option agreement as determined by the plan administrator.

The plan administrator determines the term of stock options granted under the A&R 2021 Equity Incentive Plan, up to a maximum of 10 years. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with the Company or any of the Company’s affiliates ceases for any reason other than disability, death, or cause, the optionholder may generally exercise any vested options for a period of three months following the cessation of service. This period may be extended in the event that exercise of the option is prohibited by applicable securities laws. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with the Company or any of the Company’s affiliates ceases due to death, or an optionholder dies within a certain period following cessation of service, the optionholder or a beneficiary may generally exercise any vested options for a period of 18 months following the date of death. Unless the terms of an optionholder’s stock option agreement provide otherwise or as otherwise provided by the plan administrator, if an optionholder’s service relationship with the Company or any of the Company’s affiliates ceases due to disability, the optionholder may generally exercise any vested options for a period of 12 months following the cessation of service. In the event of a termination for cause, options generally terminate upon the termination date. In no event may an option be exercised beyond the expiration of its term.

Acceptable consideration for the purchase of Common Stock issued upon the exercise of a stock option will be determined by the plan administrator and may include (1) cash, check, bank draft or money order, (2) a broker-assisted cashless exercise, (3) the tender of shares of Common Stock previously owned by the optionholder, (4) a net exercise of the option if it is an NSO or (5) other legal consideration approved by the plan administrator.

Unless the plan administrator provides otherwise, options and stock appreciation rights generally are not transferable except by will or the laws of descent and distribution. Subject to approval of the plan administrator or a duly authorized officer, an option may be transferred pursuant to a domestic relations order.

Tax Limitations on ISOs. The aggregate fair market value, determined at the time of grant, of Common Stock with respect to ISOs that are exercisable for the first time by an award holder during any calendar year under all of the Company’s stock plans may not exceed $100,000. Options or portions thereof that exceed such limit will generally be treated as NSOs. No ISO may be granted to any person who, at the time of the grant, owns or is deemed to own stock possessing more than 10% of the Company’s total combined voting power or that of any of the Company’s parent or subsidiary corporations unless (1) the option exercise price is at least 110% of the fair market value of the stock subject to the option on the date of grant and (2) the term of the ISO does not exceed five years from the date of grant.

Restricted Stock Unit Awards. Restricted stock unit awards are granted under restricted stock unit award agreements adopted by the plan administrator. Restricted stock unit awards may be granted in consideration for any form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. A restricted stock unit award may be settled by cash, delivery of shares of Common Stock, a combination of cash and shares of Common Stock as determined by the plan administrator, or in any other form of consideration set forth in the restricted stock unit award agreement. Additionally, dividend equivalents may be credited in respect of shares covered by a restricted stock unit award. Any such dividend equivalents will be subject to the same vesting and forfeiture conditions as the underlying restricted stock unit award and will be paid only to the extent the underlying restricted stock units vest. Except as otherwise provided in the applicable award agreement or by the plan administrator, restricted stock unit awards that have not vested will be forfeited once the participant’s continuous service ends for any reason.

Restricted Stock Awards. Restricted stock awards are granted under restricted stock award agreements adopted by the plan administrator. A restricted stock award may be awarded in consideration for cash, check, bank draft or money order, services to us, or any other form of legal consideration that may be acceptable to the plan administrator and permissible under applicable law. The plan administrator determines the terms and conditions of restricted stock awards, including vesting and forfeiture terms. Any dividends declared with respect to shares subject to a restricted stock award will be subject to the same vesting and forfeiture conditions as the underlying shares and will be paid only to the extent such shares vest. If a participant’s service relationship with the Company ends for any reason, the Company may receive any or all of the shares of Common Stock held by the participant that have not vested as of the date the participant terminates service with the Company through a forfeiture condition or a repurchase right.

Stock Appreciation Rights. Stock appreciation rights are granted under stock appreciation right agreements adopted by the plan administrator. The plan administrator determines the strike price for a stock appreciation right, which generally cannot be less than 100% of the fair market value of the Common Stock on the date of grant. A stock appreciation right granted under the A&R 2021 Equity Incentive Plan vests at the rate specified in the stock appreciation right agreement as determined by the plan administrator. Stock appreciation rights may be settled in cash or shares of Common Stock or in any other form of payment, as determined by the plan administrator and specified in the stock appreciation right agreement.

The plan administrator determines the term of stock appreciation rights granted under the A&R 2021 Equity Incentive Plan, up to a maximum of 10 years. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with the Company or any of its affiliates ceases for any reason other than cause, disability, or death, the participant may generally exercise any vested stock appreciation right for a period of three months following the cessation of service. This period may be further extended in the event that exercise of the stock appreciation right following such a termination of service is prohibited by applicable securities laws. Unless the terms of a participant’s stock appreciation rights agreement provide otherwise or as otherwise provided by the plan administrator, if a participant’s service relationship with the Company or any of its affiliates, ceases due to disability or death, or a participant dies within a certain period following cessation of service, the participant or a beneficiary may generally exercise any vested stock appreciation right for a period of 12 months in the event of disability and 18 months in the event of death. In the event of a termination for cause, stock appreciation rights generally terminate immediately upon the occurrence of the event giving rise to the termination of the individual for cause. In no event may a stock appreciation right be exercised beyond the expiration of its term.

Performance Awards. The A&R 2021 Equity Incentive Plan permits the grant of performance awards that may be settled in stock, cash or other property. Performance awards may be structured so that the stock or cash will be issued or paid only following the achievement of certain pre-established performance goals during a designated performance period. Performance awards that are settled in cash or other property are not required to be valued in whole or in part by reference to, or otherwise based on, Common Stock.

The performance goals may be based on any measure of performance selected by the plan administrator. The performance goals may be based on

SEC Form PRE 14A filed by Palisade Bio Inc.