Palomino Laboratories (PALX) sells 3.77M shares, targets $30M private raise

Rhea-AI Filing Summary

Palomino Laboratories Inc. entered into subscription agreements for a private placement of its common stock. On April 20, 2026, the company sold 3,773,853 shares at $4.00 per share, raising $15,095,412 in an initial closing, with the Offering permitted to reach up to $30,000,000 through additional closings by April 30, 2026.

Laidlaw & Company (UK) Ltd. will receive cash fees and expense reimbursements based on gross proceeds, plus warrants equal to 10% of shares sold to its introduced investors at a 120% exercise price. Investors received registration rights requiring Palomino to file resale registration statements and provide piggyback rights, giving a pathway to eventual public resale of the privately placed shares.

Insights

Capital markets analyst

Palomino raises private equity capital with structured resale rights.

Palomino Laboratories is using a private placement to raise equity, selling 3,773,853 common shares at $4.00 each for total proceeds of $15,095,412. The Offering may expand to as much as $30,000,000 through additional closings by April 30, 2026.

The fee structure compensates Laidlaw & Company (UK) Ltd. with up to 10% of gross proceeds from its investors, lower fees on company-sourced investors, and warrants for 10% of shares sold to its clients at 120% of the lowest Offering price. These terms increase potential dilution but are typical of small-cap private placements.

Registration Rights Agreements commit Palomino to file a resale registration on Form S-1 as soon as commercially reasonable and seek effectiveness within 120 days of the initial filing. Investors also gain piggyback rights on future registrations, so future company filings will detail when these privately placed shares become freely tradable.

8-K Event Classification

3 items: 1.01, 3.02, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

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 shares sold: 3,773,853 shares Initial gross proceeds: $15,095,412 Per-share price: $4.00 per share +7 more

10 metrics

Initial shares sold 3,773,853 shares Common stock sold in initial closing of Offering on April 20, 2026

Initial gross proceeds $15,095,412 Aggregate purchase price from initial closing of private placement

Per-share price $4.00 per share Purchase price for common stock in the Offering

Maximum Offering size $30,000,000 Aggregate gross proceeds cap for all closings through April 30, 2026

Placement agent cash fee (agent investors) 10% of gross proceeds Fee on proceeds from investors introduced by Laidlaw & Company (UK) Ltd.

Placement agent cash fee (company investors) 5% of gross proceeds Fee on proceeds from investors introduced by Palomino Laboratories

Expense reimbursement 2% / 1% of gross proceeds 2% for agent-introduced and 1% for company-introduced investors

Warrant coverage 10% of shares sold Warrants to purchase common stock for Laidlaw-introduced shares at final closing

Warrant exercise price 120% of lowest Offering price Exercise price relative to lowest price per share in the Offering

Registration effectiveness target 120 days Target after initial Form S-1 filing for resale registration effectiveness

Key Terms

private placement, Subscription Agreement, Registration Rights Agreement, Form S-1, +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.

Subscription Agreement financial

"entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors"

A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.

Registration Rights Agreement regulatory

"the Company entered into a Registration Rights Agreement, by and among the Company and the purchasers"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

Form S-1 regulatory

"agreed to file a resale registration statement on Form S-1 with the Securities and Exchange Commission"

A Form S-1 is the registration filing a company submits to the U.S. Securities and Exchange Commission when it plans to offer stock to the public, most commonly for an initial public offering. Think of it as the company’s full disclosure packet or blueprint: it contains audited financials, business description, management background, risk factors and details of the offering, giving investors the information needed to judge the company’s financial health and potential risks before buying shares.

piggyback registration rights regulatory

"The holders of Registrable Securities shall have “piggyback” registration rights for Registrable Securities not registered"

A contractual right that lets existing shareholders join a company’s planned public sale of stock so they can sell their own shares at the same time under the same paperwork. It matters to investors because it gives insiders and early holders an easier, often faster way to convert shares to cash, while also potentially increasing the number of shares offered and affecting the share price — like catching a scheduled bus instead of hiring a private ride to get where you need to go.

Blackout Period regulatory

"the Company shall not be required to register such Reduction Securities during a Blackout Period"

A blackout period is a temporary window when company insiders, employees or certain plan participants are barred from buying or selling the company’s stock, usually around earnings releases or other material events. It matters to investors because it reduces the risk of unfair trading based on secret information and can affect share liquidity and timing—think of it as a “no trading” zone set to keep the market fair and orderly.

Understanding 8-K Material Events →

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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): April 20, 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.

The information contained in Item 3.02 below relating to the various agreements described therein is incorporated herein by reference. All descriptions of the agreements described below are qualified in their entirety by reference to the form of the relevant agreement that is filed as an exhibit to this Report and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

The Offering

On April 20, 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. The Company and Laidlaw & Company (UK) Ltd. (the “Placement Agent”) may conduct additional closings until April 30, 2026 (together with the Initial Closing, the “Closings”, and each a “Closing”) of the Offering at their discretion for up to $30,000,000. Each investor in any closing subsequent to the date of the filing of this Report will be required to represent that, as of the date of entering into the subscription agreement and the date of the applicable closing, it (i) has a substantive, pre-existing relationship with us or has direct contact with us or the Placement Agent outside of the Offering, and (ii) did not independently contact us or a Placement Agent or become interested in the Offering as a result of reading or otherwise being aware of this current Report, any press release or any other public disclosure disclosing the terms of the Offering.

In connection with the Offering, the Placement Agent will be paid at each Closing (i) a cash fee equal to ten percent (10%) of the gross proceeds delivered to the Company on a closing date by parties introduced by the Placement Agent and (ii) five percent (5%) of the gross proceeds delivered to the Company on a 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 will also receive, at the final closing of the Offering, warrants to purchase shares of Common Stock in an amount equal to ten percent (10%) of the Common Stock sold to Placement Agent introduced parties 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 Company has agreed to pay certain other expenses of the Placement Agent, including the fees and expenses of its counsel, in connection with the Offering. Subject to certain customary exceptions, the Company will also indemnify the Placement Agent to the fullest extent permitted by law against certain liabilities that may be incurred in connection with the Offering, including certain civil liabilities under the Securities Act of 1933, and, where such indemnification is not available, to contribute to the payments the Placement Agent and its sub-agents may be required to make in respect of such liabilities.

The foregoing description of the Subscription Agreement does not purport to be complete and is qualified in its entirety by the full text of the Subscription Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.

Registration Rights Agreement

In connection with the Offering, the Company entered into a Registration Rights Agreement, by and among the Company and the purchasers of Shares pursuant to the Offering (the “Registration Rights Agreement”). Under the terms of the Registration Rights Agreement, the Company has agreed to file a resale registration statement on Form S-1 with the Securities and Exchange Commission (the “SEC”) as soon as commercially reasonable, registering for resale the Registrable Securities (as such term is defined in the Registration Rights Agreement). The Company will also use commercially reasonable efforts to cause the registration statement to be declared effective no later than one hundred and twenty (120) days after the initial filing date.

If fewer than all of the Registrable Securities are included in the registration statement when it becomes effective, the Company will use its commercially reasonable efforts within sixty (60) calendar days after the effective date of the registration statement, or as soon as within thirty (30) business days after the first date that is permitted by the SEC, to register for resale as many of the Reduction Securities (as defined in the Registration Rights Agreement) as the SEC will permit (pro rata among the holders of such Reduction Securities) using one or more registration statements that it is then entitled to use, and to cause such registration statement(s) to become effective as soon as practicable, until all of the Reduction Securities have been so registered; provided, however, that the Company shall not be required to register such Reduction Securities during a Blackout Period (as defined in the Registration Rights Agreement).

The holders of Registrable Securities shall have “piggyback” registration rights for Registrable Securities not registered as provided above with respect to any registration statement filed by the Company following the effectiveness of the aforementioned registration statement that would permit the inclusion of such underlying shares, subject, in an underwritten offering, to customary cut-back on a pro rata basis among the holders of Registrable Shares if the underwriter or the Company determines that marketing factors require a limitation on the number of shares of stock or other securities to be underwritten.

The Company also entered into a registration rights agreement with the Placement Agent (the “Laidlaw Registration Rights Agreement”) that provides for the registration of such holder’s Registrable Securities (as defined in the Laidlaw Registration Rights Agreement), as and when the Company qualifies to file on Form S-3. The other terms of the Laidlaw Registration Rights Agreement are substantially similar to the Registration Rights Agreement (together with the Registration Rights Agreement, “Registration Rights Agreements”).

The foregoing description of the Registration Rights Agreements does not purport to be complete and is qualified in its entirety by the full text of the Registration Rights Agreements, copies of which are attached hereto as Exhibit 10.1 and Exhibit 10.2 and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
4.1*		Form of Subscription Agreement
10.1		Form of Registration Rights Agreement
10.2		Form of Laidlaw Registration Rights Agreement
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: April 24, 2026	PALOMINO LABORATORIES INC.
	By:	/s/ Jeffrey B. Shealy
	Name:	Jeffrey B. Shealy
	Title:	Chief Executive Officer

FAQ

What equity financing did PALX announce in this 8-K filing?

Palomino Laboratories completed an initial closing of a private placement, selling 3,773,853 common shares at $4.00 each. This raised total gross proceeds of $15,095,412, with the overall Offering structured to allow additional closings through April 30, 2026.

How large can Palomino Laboratories (PALX) private placement become?

The Offering permits Palomino Laboratories to raise up to $30,000,000 in aggregate gross proceeds. The company and placement agent may hold additional closings at their discretion through April 30, 2026, following the initial closing of $15,095,412 in common stock sales.

What compensation does the placement agent receive in the PALX Offering?

Laidlaw & Company (UK) Ltd. earns a 10% cash fee on gross proceeds from its investors and 5% on company-sourced investors. It also receives expense reimbursements of up to 2% or 1% and warrants equal to 10% of shares sold to its introduced investors.

What registration rights do PALX investors receive from this financing?

Investors receive a Registration Rights Agreement requiring Palomino to file a resale Form S-1 as soon as commercially reasonable. The company will seek effectiveness within 120 days of the initial filing and provide piggyback registration rights for remaining unregistered shares thereafter.

How are Laidlaw’s warrants structured in the Palomino Laboratories deal?

At the final closing, Laidlaw receives warrants to buy common stock equal to 10% of shares sold to its investors. These warrants last for five years and carry an exercise price set at 120% of the lowest share price issued or issuable in the Offering.

What type of investors participated in Palomino Laboratories (PALX) Offering?

Palomino Laboratories sold shares to accredited investors through subscription agreements. Future investors must confirm a substantive pre-existing relationship or direct contact outside the Offering and state they did not become interested due to public disclosures about the transaction’s terms.

Filing Exhibits & Attachments

6 documents

Agreements & Contracts

• EX-10.1 EX-10.1 254.5 KB
• EX-10.2 EX-10.2 249.6 KB

Other Documents

• EX-4.1 EX-4.1 397.5 KB
• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB