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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 14, 2026
PALOMINO
LABORATORIES INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-56582 |
|
88-1619619 |
| (State
or other jurisdiction |
|
(Commission
|
|
(I.R.S.
Employer |
| of
incorporation) |
|
File
Number) |
|
Identification
No.) |
| 130
Castilian Drive, Suite 102, Goleta, CA |
|
93117 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (704) 756-2981
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
1.01 Entry into a Material Definitive Agreement.
On July 14, 2026, Palomino Laboratories Inc., a Delaware
corporation (the “Company”), entered into a binding letter of intent (this “Binding Letter of Intent”)
with Vega Links, Inc. (“Vega”), a Delaware corporation engaged in the development and expansion of high-speed
interconnect infrastructure critical to the advancement of artificial intelligence, with a focus on overcoming existing limitations
in bandwidth capacity and transmission reach.
The
Binding Letter of Intent establishes a framework pursuant to which the Company intends to acquire all of the issued and outstanding shares
of capital stock of Vega (the “Acquisition”). The Binding Letter of Intent provides for an exclusivity period through
September 30, 2026, during which the parties will conduct due diligence and negotiate definitive agreements. The transaction contemplates
the exchange of 4,472,000 shares of the Company’s common stock, par value $0.0001 per share, for all of the issued and
outstanding equity interests of Vega, representing 11,180,000 shares of common stock, par value $0.0001 per share and reflecting
an exchange ratio of 1:2.5.
The
Binding Letter of Intent is binding with respect to its provisions, including exclusivity through September 30, 2026, conduct of business
restrictions on Vega, confidentiality, standstill obligations, due diligence cooperation and certain other customary provisions. The
final acquisition, including the total consideration payable to Vega, representations and warranties, indemnification provisions and
other material terms remain subject to due diligence, negotiation and execution of definitive agreements, and other applicable corporate,
legal, accounting and securities compliance considerations. There can be no assurance that the parties will enter into definitive agreements
or that any proposed transaction will be completed.
The
foregoing description of the Binding Letter of Intent does not purport to be complete and is qualified in its entirety by reference to
the full text of the Binding Letter of Intent, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
July 16, 2026, the Company issued a press release announcing its entry into a Binding Letter of Intent with Vega for the acquisition
of all outstanding shares of Vega.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The
information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into
any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing,
except as expressly set forth by specific reference in such filing.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
No. |
|
Description |
| 10.1 |
|
Binding Letter of Intent, dated July 14, 2026, by and between Palomino Laboratories Inc. and Vega Links Inc. |
| |
|
|
| 99.1 |
|
Press release dated July 16, 2026 |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
July 16, 2026 |
PALOMINO
LABORATORIES INC. |
| |
|
|
| |
By: |
/s/Jeffrey
B. Shealy |
| |
Name: |
Jeffrey
B. Shealy |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Palomino
Laboratories Announces Binding LOI to Acquire Vega Links Inc. to Create a Next-Generation AI Interconnect Company
Transaction
Highlights:
| (i) | Transforms
Palomino beyond MicroLED optical interconnects into a comprehensive AI interconnect company
spanning copper, MicroVCSEL and MicroLED data communication solutions; |
| (ii) | Expand
Palomino’s estimated addressable market by 10x—from approximately $6 billion
to more than $60 billion; and |
| (iii) | Expands
Palomino’s
engineering team and product development capabilities to deploy differentiated
silicon and gallium nitride (GaN) integrated circuit solutions for AI data centers, robotics and space applications. |
GOLETA,
Calif., July 16, 2026 – Palomino Laboratories, Inc. (OTCQB: PALX) (‘Palomino’ or the ‘Company’) today announced
that it has signed a binding Letter of Intent (LOI) to acquire Vega Links Inc. in an all-stock transaction, subject to customary closing
conditions.
Artificial
intelligence (AI) infrastructure is undergoing one of the most significant architectural transitions in decades. The rapid growth
of trillion-parameter AI models, accelerated computing and hyperscale AI factories is driving unprecedented demand for higher bandwidth,
lower latency and dramatically improved power efficiency throughout the networking stack. Industry initiatives such as Ultra Ethernet,
UALink™, scale-up and scale-in architectures, co-packaged optics (CPO), near-packaged optics (NPO), and next-generation
optical I/O are reshaping how GPUs, CPUs, memory and networking systems communicate.
Management
believes the combination of Palomino and Vega Links positions the Company to participate in this technology transition by offering complementary
interconnect technologies across copper, MicroVCSEL and MicroLED-based optical interconnects. Rather than competing in a single connectivity
technology, the combined company intends to address multiple layers of the AI interconnect ecosystem as customers optimize cost, power
consumption, reach, bandwidth and latency.
Strategic
Transaction Highlights
| ● | Transforms
Palomino into a comprehensive AI interconnect company. |
| ● | Expands
Palomino’s estimated addressable market by approximately 10x—from about
$6 billion to more than $60 billion [1]. |
| ● | Adds
world-class AI systems architecture, networking and product development skillsets to Palomino’s
engineering team. |
| ● | Positions
Palomino to participate in emerging AI networking trends including UALink™,
scale-up and scale-in
architectures, optical I/O, CPO and NPO, and |
| ● | Following
the closing of this transaction, Palomino expects to appoint Karthik Gopalakrishnan
as Chief Technology Officer (CTO) and Rajesh Radhamohan as Chief Product Officer (CPO). |
Jeffrey
B. Shealy, Co-founder & CEO of Palomino Laboratories, said, “AI infrastructure is evolving at an extraordinary pace, and interconnect
technology has become one of the defining challenges for next-generation computing. Customers are seeking the optimal combination of
bandwidth, latency, power efficiency and cost across increasingly complex AI fabrics.” Mr. Shealy continued, “We believe
combining Vega Links’ systems architecture expertise with Palomino’s optical innovations creates a differentiated AI interconnect
platform capable of addressing customer challenges across multiple technologies. Our vision is to build a leading AI infrastructure
company that enables the next generation of hyperscale AI deployments while advancing our long-term objective of qualifying for a Nasdaq
listing.”
Karthik
Gopalakrishnan added, “The future of AI networking will require close integration of system architecture, silicon and advanced
interconnect technologies, such as GaN MicroLEDs. By joining forces with Palomino, we believe we can accelerate innovation and deliver
compelling solutions for hyperscale cloud providers, AI infrastructure companies and enterprise customers.”
Industry
Opportunity
The
Company believes future AI clusters will rely on heterogeneous interconnect technologies rather than a single approach. Copper is expected
to remain important for very short-reach applications, while optical technologies, including MicroVCSEL and MicroLED based solutions,
are expected to play an increasingly important role as AI clusters continue to scale. Management believes this broader technology portfolio
positions the Company to pursue opportunities across multiple segments of the rapidly expanding AI networking market.
[1]
Sources: LightCounting Dec 2025 AEC/ACC report; LightCounting Apr 2026 Switch ASIC & Optics report, Company estimates.
About
Palomino Laboratories
Palomino Laboratories is an artificial
intelligence (AI) interconnect technology company headquartered in Goleta, California, developing next-generation connectivity solutions
for the rapidly evolving AI infrastructure market. The Company’s product focus addresses AI interconnect solutions in the 0-to-50
meters range and includes: (i) silicon chipsets enhancing the speed of copper, (ii) silicon optical integrated circuits (IC’s)
optimizing the performance of MicroVCSEL interconnects, and (iii) silicon and gallium nitride IC’s for MicroLED
interconnects. Our chipsets enable high-bandwidth, low-latency, and energy-efficient data movement across AI systems. Palomino’s
solutions are designed to support the growing performance demands of AI, high-performance computing (HPC), enterprise networking,
hyperscale data centers and advanced robotics as increasingly intelligent systems require faster, more efficient, and more reliable
data connectivity.
For
more information, please visit www.palominolabs.ai.
Forward-Looking
Statements
This
release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995
and other statements that are predictive in nature, that depend upon or refer to future events or conditions. All statements other than
statements of historical fact are statements that could be forward-looking statements. Forward-looking statements include words such
as “expects,” “anticipates,” “intends,” “plans,” “could,” “believes,”
“estimates” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors which
may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements Forward-looking
statements are subject to a number of risks and uncertainties, including, but not limited to, the factors listed under “Risk Factors”
in the Company’s filings with the SEC, including Forms 10-K, 10-Q and 8-K. Investors are cautioned not to place undue reliance
on such forward-looking statements, which speak only as of the date of this release. Except as may be required by law, the Company does
not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances
after the date hereof or to reflect the occurrence of unanticipated events.
For
further information
Palomino
Laboratories Inc.
Jeffrey
B. Shealy, CEO
Email:
IR@palominolabs.ai
