SEC Form 425 filed by Seneca Biopharma, Inc.

Filed by Seneca Biopharma, Inc.

Pursuant to Rule 425 under the Securities Act of 1933, as

amended and deemed filed pursuant to Rule 14a-12

under the Securities Exchange Act of 1934, as amended

Subject Company: Seneca Biopharma, Inc.

(Commission File No. 001-33672)

Leading BioSciences Provides Update to Seneca Biopharma, Inc. Stockholders on Merger Closing Process Following Virtual Special Meeting on April 23, 2021 and Upcoming Milestones Following Planned Close of Merger

Video message details merger closing process following completion of the April 23 virtual Special Meeting as well as next planned milestones for the merged company to be renamed Palisade Bio

As of April 19, 2021, based on voting indications, Proposal 1 is expected to be approved at the Special Meeting completing the transaction.

CARLSBAD, Calif., April 19, 2021 – Leading BioSciences, Inc. (“LBS”), a late-stage biopharma company advancing therapies for acute and chronic gastrointestinal complications, today released a video message from its CEO, Dr. Tom Hallam updating stockholders in Seneca Biopharma, Inc. (Nasdaq: SNCA) (“Seneca”) on what to expect in the days following a positive vote to approve Proposal #1, the reverse stock split (the “Reverse Split Proposal”). Seneca recently adjourned the virtual Special Meeting until April 23, 2021 at 11:00 a.m. ET.

The video also described upcoming potential milestones in three categories: public events, regulatory milestones, and clinical data readouts.

Public Events:

LBS anticipates participating in multiple investor events, including healthcare conferences held by investment banks and medical conferences to release more detailed clinical data. Further, LBS is organizing a Medical Leader Event Series that will be open to the public.

Regulatory Milestones:

LBS is preparing several discussions with the FDA and other global regulatory agencies regarding our programs that will form the basis for regulatory submissions for approvals around the world.

Clinical Milestones:

LBS anticipates announcing data from a Phase 2 GI surgery study designed to show both a shortened time to the return of bowel function and a reduction of postoperative intra-abdominal adhesions. LBS also is working on commencing studies for treating neonates with LB1148 to accelerate the return of bowel function.

Tom Hallam, Ph.D., Chief Executive Officer of Leading BioSciences said, “We are excited to be near the finish line in completing the reverse merger that will create Palisade Bio, a promising biotech company with a portfolio of product candidates, a strong new management team and great potential to create value for all stakeholders. We hope all shareholders take a few minutes to watch the video explaining what stockholders can look forward to in the days, weeks and months following the virtual Special Meeting vote taking place on April 23. Our goal is to hit the ground running with regular updates on clinical and regulatory milestones as well as public events to keep all stakeholders well-informed about the new company pipeline and assets.”

Links to access the video communications are provided here:

Recently the management of Seneca and LBS have provided Stockholders with additional information regarding the proposed transaction.

About Leading BioSciences, Inc.
LBS is developing novel therapeutics designed to improve human health through therapeutic protection of the gastrointestinal (GI) mucosal barrier. LBS's initial focus is combatting the interruption of GI function (ileus) following major surgery in order to reduce recovery times and shorten the duration of patient hospital stays. Additionally, LBS believes that its investigational therapies have the potential to prevent the formation of postoperative adhesions (reducing hospital re-admissions and additional surgeries), as well as to address the myriad health conditions and complications associated with chronic disruption of the GI mucosal barrier.

About Seneca Biopharma, Inc.
Seneca Biopharma, Inc., is a clinical-stage biopharmaceutical company developing novel treatments for diseases of high unmet medical need. On December 17, 2020, Seneca announced that it had entered into a definitive Merger Agreement with LBS, a privately held company focused on developing novel therapeutics to improve human health through therapeutic protection of the gastrointestinal mucosal barrier. Pursuant to the Merger Agreement, Seneca is seeking to sell off its rights to NSI-566. Upon completion of the merger, the company is expected to operate under the name Palisade Bio, Inc., and trade on the Nasdaq Capital Market under the ticker symbol PALI.

No Offer or Solicitation
This communication will not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities in connection with the proposed merger shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

Important Additional Information Will be Filed with the SEC
In connection with the proposed transactions between LBS and Seneca, Seneca filed a registration statement on Form S-4 that contained a proxy statement and prospectus with the Securities Exchange Commission ("SEC") on December 23, 2020. The registration statement was declared effective on February 11, 2021 and the proxy statement was mailed to the Seneca stockholders on or about February 12, 2021. This communication is not a substitute for the registration statement or the proxy statement or any other documents that Seneca may file with the SEC or send to its stockholders in connection with the proposed transactions. BEFORE MAKING ANY VOTING DECISION, SENECA URGES INVESTORS AND STOCKHOLDERS TO READ THESE MATERIALS, THE REGISTRATION STATEMENT, PROXY STATEMENT, AND PROSPECTUS, AS MAY BE AMENDED, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT SENECA, THE PROPOSED TRANSACTION AND RELATED MATTERS.

You may obtain free copies of the registration statement, proxy statement and all other documents filed or that will be filed with the SEC regarding the proposed transaction at the website maintained by the SEC at www.sec.gov. The registration statement and proxy statement are available free of charge on Seneca's website at www.senecabio.com, by contacting Seneca's Investor Relations by phone at (301) 366-4960, or by electronic mail at [email protected]. Investors and stockholders are urged to read the registration statement, proxy statement, prospectus and the other relevant materials when they become available before making any voting or investment decision with respect to the proposed transaction.

Participants in the Solicitation
Seneca and LBS, and each of their respective directors and executive officers and certain of their other members of management and employees, may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information about Seneca's directors and executive officers is included in Seneca's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 22, 2021, the registration statement, proxy statement, and prospectus filed with the SEC on February 9, 2021. These documents can be obtained free of charge from the sources indicated above.

Cautionary Statement Regarding Forward Looking Information:
This news release contains "forward-looking statements" made pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to future, not past, events and may often be identified by words such as "expect," "anticipate," "intend," "plan," "believe," "seek" or "will." Forward-looking statements by their nature address matters that are, to different degrees, uncertain. Specific risks and uncertainties that could cause our actual results to differ materially from those expressed in our forward-looking statements include risks inherent in the development and commercialization of potential products, uncertainty of clinical trial results or regulatory approvals or clearances, need for future capital, dependence upon collaborators and maintenance of our intellectual property rights. Actual results may differ materially from the results anticipated in these forward-looking statements. Additional information on potential factors that could affect our results and other risks and uncertainties are detailed from time to time in Seneca's filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 22, 2021, the registration statement, proxy statement, and prospectus filed with the SEC on February 9, 2021. Except as required by applicable law, we do not assume any obligation to update any forward-looking statements.