Palomino Laboratories (PALX) director gains 120,000 shares in Vega Links stock swap

Rhea-AI Filing Summary

Palomino Laboratories Inc. reported that director and Secretary Richard Ogawa acquired 120,000 shares of common stock on July 31, 2026 at an implied price of $5.14 per share. The shares were issued under a Share Exchange Agreement and Plan of Reorganization, in which Ogawa exchanged 300,000 shares of Vega Links, Inc. for Palomino stock. The overall transaction delivered 4,472,000 Palomino shares to the Vega Links stockholders, who sold 100% of Vega Links’ shares. After this non‑market restructuring, Ogawa directly holds 1,882,500 PALX shares.

Insider Trade Summary

Net Buyer: 120,000 shares

Net Buy 1 txn

Insider Ogawa Richard

Role Secretary

Type	Security	Shares	Price	Value
Other	Common Stock F1	120,000	$5.14	$617K

Holdings After Transaction: Common Stock — 1,882,500 shares (Direct)

Footnotes (1)

1. F1. Pursuant to the terms of a certain Share Exchange Agreement and Plan of Reorganization, dated as of July 31, 2026, by and among Palomino Laboratories Inc. (the "Purchaser"), Vega Links, Inc. ("VLI") and the stockholders as listed on Schedule A attached thereto (the "Stockholders"), the Stockholders, who directly owned one hundred percent (100%) of the shares of VLI (the "Shares"), sold all the Shares to the Purchaser in exchange for 4,472,000 shares of the common stock, par value $0.0001 per share of the Purchaser ("Purchaser Stock"). As part of this transaction, Richard Ogawa, as a shareholder of VLI, received 120,000 shares of Purchaser Stock in exchange for his 300,000 shares of VLI.

Key Figures

Shares acquired: 120,000 shares of common stock Implied price per share: $5.14 per share Post-transaction holdings: 1,882,500 shares +4 more

7 metrics

Shares acquired 120,000 shares of common stock Acquired by Richard Ogawa on July 31, 2026 in share exchange

Implied price per share $5.14 per share Valuation used for the 120,000 PALX shares issued to Ogawa

Post-transaction holdings 1,882,500 shares Ogawa’s direct PALX common stock holdings after the transaction

Vega Links shares exchanged by Ogawa 300,000 shares Vega Links, Inc. shares surrendered for Palomino stock

Total PALX shares issued in exchange 4,472,000 shares Palomino stock issued to all Vega Links stockholders in reorganization

Vega Links ownership transferred 100% of VLI shares All outstanding Vega Links, Inc. shares sold to Palomino Laboratories

Transaction date July 31, 2026 Effective date of the share exchange and Ogawa’s acquisition

Key Terms

Share Exchange Agreement and Plan of Reorganization, par value, Purchaser Stock, Stockholders, +1 more

5 terms

Share Exchange Agreement and Plan of Reorganization regulatory

"Pursuant to the terms of a certain Share Exchange Agreement and Plan of Reorganization, dated as of July 31, 2026"

par value financial

"4,472,000 shares of the common stock, par value $0.0001 per share of the Purchaser"

Par value is the fixed amount printed on a bond or stock that represents its original value when issued. It’s like the face value of a coin or bill—what the issuer promises to pay back or the starting price of a stock—though it often doesn’t change with market prices. It matters because it helps determine certain financial details, like how much the company will pay back at maturity.

Purchaser Stock financial

"in exchange for 4,472,000 shares of the common stock, par value $0.0001 per share of the Purchaser ("Purchaser Stock")"

Stockholders financial

"Vega Links, Inc. ("VLI") and the stockholders as listed on Schedule A attached thereto (the "Stockholders")"

Stockholders are individuals or institutions that own one or more shares of a company, giving them a piece of ownership and certain rights such as voting on key decisions and receiving dividends when paid. For investors this matters because stockholders share in a company’s gains and losses and can influence its direction—think of owning a slice of a business like being a co‑owner of a neighborhood shop: you benefit if it succeeds, and you bear risk if it struggles.

restructuring financial

"restructuringCount/restructuringShares for entity restructuring (J/K/W/Z)"

Restructuring is a deliberate rearrangement of a company’s operations, finances, or ownership—like reorganizing a cluttered house to run more efficiently—often involving cost cuts, asset sales, debt changes, or staff moves. Investors pay attention because restructuring can improve profitability and free up cash, but it can also signal distress, incur one-time costs, or dilute shareholder value; its success affects future earnings and stock performance.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/04/2026 - 03:51 PM Accepted by SEC EDGAR 08/04/2026 - 03:50 PM Learn about SEC filing dates

FAQ

What insider transaction did Palomino Laboratories (PALX) report for Richard Ogawa?

Palomino Laboratories reported that Richard Ogawa, a director and Secretary, acquired 120,000 PALX common shares. The shares were issued on July 31, 2026 as part of a stock-for-stock reorganization involving Vega Links, Inc., rather than through an open-market purchase.

At what price were the 120,000 PALX shares valued in Richard Ogawa’s Form 4 transaction?

The 120,000 PALX shares acquired by Richard Ogawa were valued at $5.14 per share. This price reflects the consideration in a Share Exchange Agreement, where Palomino Laboratories issued stock in exchange for all outstanding shares of Vega Links, Inc.

How many Palomino Laboratories (PALX) shares does Richard Ogawa own after this transaction?

Following the reported transaction, Richard Ogawa directly owns 1,882,500 shares of Palomino Laboratories common stock. This updated holding reflects the addition of 120,000 shares received in the July 31, 2026 share exchange with Vega Links, Inc.

What was exchanged for the 120,000 PALX shares received by Richard Ogawa?

Richard Ogawa received 120,000 PALX shares in exchange for 300,000 shares of Vega Links, Inc. stock. His exchange formed part of a broader Share Exchange Agreement where all Vega Links shares were sold to Palomino Laboratories for newly issued Palomino stock.

How many Palomino Laboratories (PALX) shares were issued overall in the Vega Links share exchange?

Under the Share Exchange Agreement, Palomino Laboratories issued 4,472,000 shares of its common stock. These shares were delivered to Vega Links, Inc. stockholders, who collectively sold 100% of Vega Links’ outstanding shares to Palomino Laboratories in the reorganization.

What does transaction code "J" mean in the Palomino Laboratories (PALX) Form 4 for Richard Ogawa?

Transaction code "J" on the Form 4 indicates an "other" type of acquisition or disposition. In this case, it reflects a restructuring transaction under a Share Exchange Agreement, not a standard open-market buy or sell of Palomino Laboratories shares.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ogawa Richard

(Last) (First) (Middle)

130 CASTILIAN DRIVE,

SUITE 102

(Street)

GOLETA, CALIFORNIA 93117

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Palomino Laboratories Inc. [ PALX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	07/31/2026		J(1)		120,000	A	$5.14	1,882,500	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Pursuant to the terms of a certain Share Exchange Agreement and Plan of Reorganization, dated as of July 31, 2026, by and among Palomino Laboratories Inc. (the "Purchaser"), Vega Links, Inc. ("VLI") and the stockholders as listed on Schedule A attached thereto (the "Stockholders"), the Stockholders, who directly owned one hundred percent (100%) of the shares of VLI (the "Shares"), sold all the Shares to the Purchaser in exchange for 4,472,000 shares of the common stock, par value $0.0001 per share of the Purchaser ("Purchaser Stock"). As part of this transaction, Richard Ogawa, as a shareholder of VLI, received 120,000 shares of Purchaser Stock in exchange for his 300,000 shares of VLI.

	/s/Richard Ogawa	08/04/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)