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  4. [8-K] Palomino Laboratories Inc. Reports Material Event

Palomino Laboratories (PALX) buys Vega Links, boosting AI interconnect reach

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

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.

Positive

  • Acquisition-driven expansion of addressable market: Management estimates the Vega Links deal expands Palomino’s addressable market by approximately 10x to more than $60 billion, positioning the company to pursue a broader set of AI interconnect opportunities.

Negative

  • None.
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 2.01 Completion of Acquisition or Disposition of Assets Financial
The company completed a significant acquisition or sale of business assets.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Vega Links shares acquired 11,180,000 shares All issued and outstanding Vega Links common stock exchanged
Palomino shares issued 4,472,000 shares Palomino common stock issued to Vega Links stockholders as consideration
Exchange ratio 0.4 share One Vega Links share equals 4/10 of one Palomino common share
Addressable market after deal greater than $60 billion Management estimate; approximately 10x expansion in addressable market
Lock-up period up to three (3) years Applies to certain former Vega Links stockholders after OTC trading begins
Securities Act exemption Section 4(a)(2) Exemption relied upon for private issuance of Palomino shares
Share Exchange Agreement and Plan of Reorganization regulatory
"entered into a certain Share Exchange Agreement and Plan of Reorganization"
Section 4(a)(2) of the Securities Act of 1933 regulatory
"pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
lock-up restrictions financial
"certain Stockholders are subject to lock-up restrictions of up to three (3) years"
A lock-up restriction is a temporary rule that prevents company insiders, early investors and employees from selling their shares for a set period after a public offering. It matters to investors because it limits how many shares can enter the market immediately—like a cooling-off period after a big sale—and when the restriction ends a large increase in available shares can put downward pressure on the stock price or reveal insiders’ confidence in the company.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure"
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
MicroVCSEL technical
"silicon optical integrated circuits (IC’s) optimizing the performance of MicroVCSEL interconnects"
gallium nitride (GaN) technical
"combining Palomino’s gallium nitride (GaN) MicroLED technologies with Vega Links’ silicon design"
Gallium nitride (GaN) is a durable semiconductor material used to build electronic components that switch power and radio signals faster and with less energy loss than older silicon parts. Think of it as a more efficient, high-performance engine that lets devices be smaller, run cooler, and handle higher voltages; investors watch GaN adoption because it can lower manufacturing and operating costs, enable new products, and shift competitive advantage and profit margins across chipmakers and equipment makers.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

false 0001938569 0001938569 2026-07-31 2026-07-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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 31, 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 31, 2026, Palomino Laboratories Inc., a Delaware corporation (the “Company”), entered into a certain Share Exchange Agreement and Plan of Reorganization (the “Share Exchange Agreement”), by and among the Company, Vega Links, Inc. (“VLI”) and the stockholders as listed on Schedule A attached thereto (the “Stockholders”), pursuant to which, the Stockholders, who directly owned all of the issued and outstanding equity interests of VLI amounting to 11,180,000 shares of common stock (the “Shares”), exchanged all the Shares for 4,472,000 shares of the common stock, par value $0.0001 per share (the “Company Stock”) of the Company (the “Acquisition”), resulting in an exchange rate of one Share being equal to 4/10 of one share of the Company Stock. VLI is a developer of semiconductor integrated circuits for high speed interconnects.

 

Item 2.01 Completion of Acquisition or Disposition of Assets.

 

Pursuant to the Share Exchange Agreement, at the closing, the Company acquired the Shares in exchange for 4,472,000 shares of Company Stock and assumed the Stockholders’ existing stock purchase agreements with VLI. The shares of Company Stock issued to the Stockholders are subject to certain vesting schedules pursuant to the terms of the Share Exchange Agreement, and certain Stockholders are subject to lock-up restrictions of up to three (3) years from the first trading date of the Company Stock on the OTC markets under the symbol OTC:PALX. The shares of Company Stock were issued to the Stockholders in a private transaction not involving any public offering, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

 

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Share Exchange Agreement governs the contractual rights between the parties in relation to the transactions contemplated thereby and contains customary representations and warranties and pre- and post-closing covenants of each party. The Share Exchange Agreement is not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company or VLI. The Share Exchange Agreement is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto only to provide investors with information regarding the terms and conditions of the Share Exchange Agreement, and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or VLI or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission.

 

This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 7.01 Regulation FD Disclosure.

 

On August 3, 2026, the Company issued a press release announcing its entry into a Share Exchange Agreement, and the simultaneous closing of the transaction, with VLI for the acquisition of all outstanding shares of VLI.

 

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
2.1   Share Exchange Agreement and Plan of Reorganization, dated July 31, 2026, by and among the Company, VLI and the stockholders as listed on Schedule A attached thereto
     
99.1   Press release dated August 3, 2026
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

-2-
 

 

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: August 4, 2026 PALOMINO LABORATORIES INC.
   
  By: /s/ Jeffrey B. Shealy
  Name: Jeffrey B. Shealy
  Title: Chief Executive Officer

 

-3-

 

Exhibit 99.1

 

FOR IMMEDIATE RELEASE

 

Palomino Laboratories Completes Vega Links Acquisition and Strengthens Technology Leadership to Accelerate Next-Generation AI Interconnect Development

 

Strategic Company Highlights:

 

  (i) Successfully closed the Vega Links acquisition, transforming Palomino into a comprehensive AI interconnect company and expanding the Company’s estimated addressable market by approximately 10x to greater than $60 billion;
     
  (ii) Appointed Karthik Gopalakrishnan as Chief Technology Officer (CTO) and Rajesh Radhamohan as Chief Product Officer (CPO) to lead the Company’s AI interconnect chipset strategy and product roadmap; AND
     
  (iii) Added d-Matrix Founder & CTO, Sudeep Bhoja, and veteran Silicon Valley semiconductor executive and entrepreneur, Dr. Gopal Raghavan, to Palomino’s Strategic Advisory Board, strengthening the Company’s technical and strategic leadership.

 

GOLETA, Calif., August 3, 2026 – Palomino Laboratories, Inc. (OTCQB: PALX) (‘Palomino’ or the ‘Company’), an artificial intelligence (AI) interconnect technology company, today announced the successful closing of its previously announced acquisition of Vega Links Inc., creating a next-generation AI interconnect company to address the rapidly expanding AI infrastructure market. The transaction was completed on schedule following the execution of definitive agreements and satisfaction of all closing conditions.

 

Vega Links Inc. was founded to pioneer advanced AI systems architecture and interconnect technologies for next-generation AI infrastructure, bringing deep expertise in high-speed AI and memory connectivity. The completed acquisition accelerates Palomino’s strategy to become a leading AI interconnect technology company, combining Palomino’s gallium nitride (GaN) MicroLED technologies with Vega Links’ silicon design, systems architecture, and product engineering strengths.

 

Executive Leadership and Strategic Advisory Board Actions

 

Effective upon closing, Karthik Gopalakrishnan has been appointed Palomino’s Chief Technology Officer (CTO) and Rajesh Radhamohan has been appointed Palomino’s Chief Product Officer (CPO).

 

The Company also announced the appointments of Sudeep Bhoja and Gopal Raghavan to Palomino’s Strategic Advisory Board.

 

 

 

 

Sudeep Bhoja is the Co-founder and Chief Technology Officer of d-Matrix, an AI computing company building next-generation inference accelerators for generative AI. He brings more than 25 years of experience in semiconductor architecture, high-speed interconnects, and AI computing. Previously, he was Chief Technology Officer of the Datacenter Business Unit at Inphi Corporation (acquired by Marvell Technology), where he led the development of PAM4 DSP interconnect and silicon photonics technologies. Prior to Inphi, he was Technical Director in Broadcom’s Infrastructure and Networking Group, with earlier roles at Lucent Technologies and Texas Instruments.

 

Dr. Gopal Raghavan is a veteran Silicon Valley semiconductor executive, entrepreneur, and technology strategist with more than four decades of leadership spanning semiconductor architecture, embedded AI, and high-performance computing. Throughout his career, he has held executive leadership and technical roles at Microsoft, Renesas Electronics, Cadence Design Systems, Intel, Hughes Electronics, and Conexant, and served as Co-Founder and Chief Technology Officer of Inphi Corporation (Acquired by Marvell Technology), a pioneer in high-speed semiconductor interconnect technologies. He also served as CEO and Co-Founder of Eta Compute, an edge AI semiconductor company, and continues to advise emerging technology companies on strategy and commercialization. Dr. Raghavan’s experience building innovative semiconductor businesses, leading engineering organizations, and commercializing advanced technologies will provide valuable strategic guidance as Palomino expands its AI interconnect platform.

 

Executive Commentary

 

Jeffrey B. Shealy, Co-Founder and CEO of Palomino Laboratories Inc., commented: “The successful closing of the Vega Links acquisition marks the beginning of an exciting new chapter for Palomino. We are building a world-class leadership team and Strategic Advisory Board with deep expertise across AI infrastructure, semiconductor architecture, networking, and product innovation.” Mr. Shealy continued, “We are thrilled to welcome Karthik and Rajesh to our executive leadership team, along with Sudeep and Gopal to our Strategic Advisory Board. Together, this exceptional team significantly strengthens our ability to execute our vision of becoming a premier AI interconnect company delivering differentiated semiconductor technologies that enable the next generation of AI infrastructure.”

 

Karthik Gopalakrishnan, Co-founder and CTO of Palomino Laboratories Inc., added: “The future of AI infrastructure will require innovation across system architecture, silicon, networking, and advanced interconnect technologies. Bringing together the complementary capabilities of Palomino and Vega Links creates an outstanding opportunity to develop next-generation AI interconnect solutions.” Mr. Gopalakrishnan concluded, “Our objective is to develop highly differentiated AI interconnect chipsets that improve bandwidth, latency, power efficiency, and scalability while enabling customers to build larger and more efficient AI computing clusters.”

 

 

 

 

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. The Company intends to leverage the combined engineering organization to accelerate customer engagements, expand strategic partnerships, and advance commercialization of its AI interconnect chipset roadmap.

 

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. The Company’s chipsets are designed to 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

 

 

 

Source: View Original Filing on SEC EDGAR

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