What were the overall share and price terms of Palomino Laboratories’ recent offering?

Palomino Laboratories sold 3,773,853 shares for $15,095,412.00 in an initial closing and 470,000 additional shares for $1,880,000.00 in the second closing, all common stock priced at $4.00 per share in a private offering to accredited investors.

Accredited investors add $1.88M to Palomino Laboratories (PALX)

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

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.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial closing shares: 3,773,853 shares Initial closing proceeds: $15,095,412.00 Second closing shares: 470,000 shares +5 more

8 metrics

Initial closing shares 3,773,853 shares Sold in initial private placement closing at $4.00 per share

Initial closing proceeds $15,095,412.00 Aggregate purchase price for initial closing shares

Second closing shares 470,000 shares Sold in second, final closing at $4.00 per share

Second closing proceeds $1,880,000.00 Gross proceeds from second closing of offering

Common stock offering price $4.00 per share Purchase price of common stock in both closings

Placement agent warrants 374,761 warrants Warrants to purchase common stock issued to placement agent

Warrant exercise price $4.80 per share Exercise price for placement agent warrants, 120% of lowest offering price

Placement agent cash fee 10% / 5% of proceeds Cash fees on gross proceeds by investor source at closing

Key Terms

private placement, accredited investors, Section 4(a)(2) of the Securities Act, Rule 506, +2 more

6 terms

private placement financial

"sold in an initial closing (the “Initial Closing”) of a private placement (the “Offering”)"

A private placement is a way for companies to raise money by selling securities directly to a small group of investors instead of through a public offering. This process is often quicker and less regulated, making it similar to offering a special, exclusive investment opportunity to select individuals or institutions. For investors, it can provide access to unique investment options that are not available on public markets.

accredited investors financial

"entered into subscription agreements ... with certain accredited investors and sold in an initial closing"

Accredited investors are individuals or entities considered to have enough financial knowledge and resources to understand and handle more complex and risky investments. They are often allowed to participate in private investment opportunities that are not available to the general public, similar to how experienced players might access exclusive clubs or events. This status helps ensure that investors can manage potential risks and rewards appropriately.

Section 4(a)(2) of the Securities Act regulatory

"in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933"

A legal exemption that allows a company to sell securities directly to a limited group of buyers without registering the offering with the Securities and Exchange Commission. Think of it like a private sale among known parties rather than a public auction: it can speed fundraising and reduce disclosure requirements, but it also means less public information, lower liquidity and resale restrictions—factors investors should consider when weighing risk and exit options.

Rule 506 regulatory

"Rule 506 promulgated under the Securities Act as sales to accredited investors"

weighted average anti-dilution protection financial

"The Placement Agent Warrants have “weighted average” anti-dilution protection, subject to customary exceptions"

Equity Incentive Plan financial

"including but not limited to issuances of awards under the 2025 Equity Incentive Plan"

An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.

Understanding 8-K Material Events →

05/05/2026 - 02:15 PM

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): April 30, 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 3.02 Unregistered Sales of Equity Securities.

As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on April 24, 2026, Palomino Laboratories Inc. (the “Company”), entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors and sold in an initial closing (the “Initial Closing”) of a private placement (the “Offering”) an aggregate of 3,773,853 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), for an aggregate purchase price of $15,095,412.00, at a purchase price of $4.00 per Share.

On April 30, 2026, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 470,000 Shares for gross proceeds of $1,880,000.00 (the “Second Closing”). The offering and sale of the Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.

In connection with the Second Closing, Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at closing (i) a cash fee equal to ten percent (10%) of the gross proceeds delivered to the Company on the closing date by parties introduced by the Placement Agent and (ii) five percent (5%) of the gross proceeds delivered to the Company on the closing date by parties introduced by the Company, as well as a non-allocable expense reimbursement equal to two (2%) of the gross proceeds delivered by Placement Agent introduced investors on a closing date to the Company, and one (1%) of the gross proceeds delivered by Company introduced investors on a closing date to the Company. The Placement Agent also received 374,761 warrants to purchase shares of Common Stock which are exercisable for five (5) years and have an exercise price equal to 120% of the lowest price per share of the shares of Common Stock issued or issuable to investors in the Offering (the “Placement Agent Warrants”).

The Placement Agent Warrants have an exercise price of $4.80 per share and a term of five (5) years from the Second Closing of the Offering, which was the final closing of the Offering, and will be exercisable for cash. The Placement Agent Warrants have “weighted average” anti-dilution protection, subject to customary exceptions, including but not limited to issuances of awards under the 2025 Equity Incentive Plan.

The foregoing description of the Placement Agent Warrants does not purport to be complete and is qualified in its entirety by the full text of the Placement Agent Warrants, a copy of which is attached hereto as Exhibit 4.2 and incorporated herein by reference.

The description of the terms and conditions of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of form of Subscription Agreement, a copy of which was filed as Exhibit 4.1 to the Current Report on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on April 24, 2026, which is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Form of Subscription Agreement (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 24, 2026).

4.2		Form of Placement Agent Warrants

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

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: May 5, 2026	PALOMINO LABORATORIES INC.

	By:	/s/ Jeffrey B. Shealy
	Name:	Jeffrey B. Shealy
	Title:	Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Palomino Laboratories (PALX) disclose in this 8-K filing?

Palomino Laboratories disclosed completion of a second and final closing of a private stock offering to accredited investors, selling 470,000 common shares at $4.00 each for $1,880,000.00 in gross proceeds, following an earlier $15,095,412.00 initial closing.

How much capital did Palomino Laboratories (PALX) raise in the second closing?

In the second closing, Palomino Laboratories raised gross proceeds of $1,880,000.00. This came from selling 470,000 shares of common stock at a purchase price of $4.00 per share to accredited investors in a private placement exempt from registration.

Under which Securities Act exemptions did Palomino Laboratories (PALX) sell these shares?

The shares were sold without registration under the Securities Act in reliance on Section 4(a)(2) and Rule 506. These provisions allow private offerings to accredited investors, subject to specific conditions, instead of a registered public offering process.

What compensation did the placement agent receive in Palomino Laboratories’ offering?

Laidlaw & Company (UK) Ltd. earned cash fees of 10% or 5% of gross proceeds depending on investor introduction, plus 2% or 1% expense reimbursements, and received 374,761 five-year warrants exercisable at $4.80 per share with weighted-average anti-dilution protection.

What are the key terms of the placement agent warrants issued by Palomino Laboratories?

Palomino Laboratories issued 374,761 placement agent warrants exercisable for five years at an exercise price of $4.80 per share. The warrants include weighted-average anti-dilution protection, subject to customary exceptions such as issuances under the 2025 Equity Incentive Plan.

Filing Exhibits & Attachments

4 documents