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Palomino Laboratories Inc. (symbol PALX) discloses updated beneficial ownership information for director and Secretary Richard Ogawa in this amended Schedule 13D. Ogawa now beneficially owns 1,882,500 shares of Palomino common stock, representing 6.9% of the class, including 125,000 shares issuable upon exercise of a warrant.
The amendment reflects a prior Share Exchange Agreement and Plan of Reorganization under which stockholders of Vega Links, Inc. exchanged 11,180,000 VLI shares for 4,472,000 Palomino shares; Ogawa received 120,000 Palomino shares in exchange for 300,000 VLI shares. The consideration shares are subject to a vesting schedule under his existing stock purchase agreement, and he reports no other Palomino share transactions in the past 60 days.
Palomino Laboratories Inc. completed a share exchange to acquire all 11,180,000 outstanding shares of Vega Links Inc., a developer of semiconductor integrated circuits for high-speed AI interconnects. In return, Palomino issued 4,472,000 shares of its common stock, reflecting an exchange rate of 0.4 Palomino share per Vega Links share.
The issued Palomino shares are subject to vesting, and certain former Vega Links stockholders face lock-up restrictions of up to three years after Palomino stock begins trading on OTC markets. The shares were issued in a private transaction relying on the Section 4(a)(2) Securities Act exemption.
Management states the transaction transforms Palomino into a comprehensive AI interconnect company and estimates that its addressable market expands by approximately 10x to more than $60 billion. Concurrently, Palomino appointed a new Chief Technology Officer and Chief Product Officer and added two veteran semiconductor executives to its Strategic Advisory Board to support its AI interconnect chipset roadmap.
Palomino Laboratories Inc., a pre-revenue fabless semiconductor company developing microLED-based optoelectronic solutions, reported a net loss of $1,365,034 for the quarter and $2,608,464 for the six months ended June 30, 2026, driven by rising operating expenses.
General and administrative costs reached $1,501,998 and research and development expenses $1,106,876 for the first half of 2026 as the company built out operations, hired staff, and expanded lab activities. There was no revenue in 2025 or 2026.
Cash and cash equivalents increased to $19,444,793 at June 30, 2026, supported by an April 2026 private placement of 4,243,853 shares for gross proceeds of $16,975,412, yielding net proceeds of $14,820,975. Management believes this cash will fund operations for at least one year, though additional capital is expected to be needed over time.
Subsequent to quarter-end, the board approved stock option grants and an all-stock acquisition of Vega Links, Inc. for 4,472,000 shares, and authorized a new California office and technical lease, none of which are yet reflected in the June 30, 2026 financial statements.
Palomino Laboratories Inc. reported that director and Secretary Richard Ogawa acquired 120,000 shares of common stock on July 31, 2026 at an implied price of $5.14 per share. The shares were issued under a Share Exchange Agreement and Plan of Reorganization, in which Ogawa exchanged 300,000 shares of Vega Links, Inc. for Palomino stock. The overall transaction delivered 4,472,000 Palomino shares to the Vega Links stockholders, who sold 100% of Vega Links’ shares. After this non‑market restructuring, Ogawa directly holds 1,882,500 PALX shares.
Palomino Laboratories Inc. entered into a binding Letter of Intent on July 14, 2026 to acquire Vega Links Inc., an AI interconnect company. The proposed all-stock transaction contemplates issuing 4,472,000 Palomino common shares in exchange for all 11,180,000 outstanding Vega shares, reflecting a 1:2.5 exchange ratio.
The Letter of Intent sets an exclusivity period through September 30, 2026 for due diligence and negotiation of definitive agreements and includes business-conduct restrictions, confidentiality, standstill and cooperation covenants. The company states the final acquisition terms, including total consideration, remain subject to negotiation, and there is no assurance the transaction will be completed.
Management describes the combination as creating a broader AI interconnect platform across copper, MicroVCSEL and MicroLED technologies and estimates Palomino’s addressable market could increase about 10x, from roughly $6 billion to more than $60 billion. Following a closing, Palomino expects to appoint Vega leaders Karthik Gopalakrishnan as CTO and Rajesh Radhamohan as CPO.
Palomino Laboratories Inc. reported first-quarter 2026 results as a pre-revenue, development-stage fabless semiconductor company focused on microLED-based optical interconnects. For the three months ended March 31, 2026, it recorded a net loss of $1,243,430, driven by operating expenses of $1,243,603, including $805,363 in general and administrative costs and $438,240 in research and development.
Cash and cash equivalents were $6,656,641 as of March 31, 2026, with total assets of $7,361,705 and stockholders’ equity of $7,009,735. The company remains pre-revenue but is building out lab equipment and facilities, recording $318,336 of capital spending in the quarter.
Subsequent to quarter-end, Palomino raised an additional $16,975,412 through April 2026 private placements of common stock and warrants, and management believes existing cash plus these proceeds will fund operations for at least one year from the financial statement issuance date. The company expects continued losses as it hires, advances R&D, and protects its intellectual property.
Palomino Laboratories Inc. completed a second and final closing of a private stock offering to accredited investors. The company sold 470,000 shares of common stock at $4.00 per share, raising gross proceeds of $1,880,000.00. This followed an initial closing of 3,773,853 shares for $15,095,412.00 at the same price.
The unregistered offering relied on Section 4(a)(2) and Rule 506 of the Securities Act. Placement agent Laidlaw & Company (UK) Ltd. received cash fees based on invested amounts and was granted 374,761 five-year warrants with a $4.80 exercise price and weighted-average anti-dilution protection.