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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): November 5, 2026
Palomino
Laboratories Inc.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
000-56582 |
|
88-1619619 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 130
Castilian Drive, Suite 102, Goleta, CA |
|
93117 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(704)
756-2981
(Registrant’s
telephone number, including area code)
(Former
name or former address, if changed since last report)
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:
| ☐ |
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: None.
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
5.07 Submission of Matters to a Vote of Security Holders
Our
2026 annual meeting of stockholders (the “Annual Meeting”) was held on November 5, 2026, at 10:00 a.m. Pacific time, via
live audio webcast. The proposals submitted to our stockholders and the results of the stockholder votes were as follows:
Election
of Directors
Jeffrey
B. Shealy, Steven P. DenBaars, and Richard Ogawa were elected as members of our board of directors, to serve until our 2027 annual meeting
of stockholders or until their successors are duly elected and qualified, by a majority of the stockholder votes cast at the meeting
as follows:
| |
|
Votes
For |
|
Votes
Withheld |
| Jeffrey
B. Shealy |
|
16,283,371 |
|
0 |
| Steven
P. DenBaars |
|
16,283,371 |
|
0 |
| Richard
Ogawa |
|
16,283,371 |
|
0 |
Ratification
of Appointment of Independent Registered Public Accounting Firm
Our
board of directors selected the firm of KNAV CPA LLP as our independent registered public accounting firm for the fiscal year ending
December 31, 2026. This appointment was ratified by a majority of the stockholder votes cast at the meeting, by a vote of 16,283,371
votes in favor, 0 votes against, and 0 abstentions.
Amendment
of the 2025 Equity Incentive Plan
Our
board of directors proposed an amendment to our 2025 Equity Incentive Plan (the “2025 Plan”) to increase the number of shares
reserved for issuance under the 2025 Plan. Under the amendment, Section 17(c) of the 2025 Plan was changed to increase the number of
shares reserved for issuance under the 2025 Plan such that the number of shares reserved for issuance under the 2025 Plan will be, at
all times, the greater of 10,000,000 shares or fifteen percent (15%) of our issued and outstanding shares of common stock (on an as-converted
basis). In addition, Section 16(a)(i) of the 2025 Plan was amended to clarify that an increase in the total number of shares that may
be issued under the 2025 Plan pursuant to Section 17(c), as amended, does not require a separate amendment to the 2025 Plan. The amendment
to the 2025 Plan was approved by a majority of the stockholder votes cast at the meeting, by a vote of 14,891,169 votes in favor, 129,702
votes against, and 1,262,500 abstentions. The amendment to the 2025 Plan is filed herewith as Exhibit 10.1.
Item
9.01 Financial Statements and Exhibits
| Exhibit
No. |
|
Description |
| 10.1 |
|
Amendment to 2025 Equity Incentive Plan adopted November 5, 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, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| Date:
November 5, 2026 |
Palomino
Laboratories Inc. |
| |
|
|
| |
By: |
/s/
Jeffrey Shealy |
| |
Name: |
Jeffrey
Shealy |
| |
Title: |
Chief
Executive Officer |
