Palomino Laboratories Inc. (PALX): M&A transaction — Palomino Laboratories goes public via reverse merger with Unite Acquisition, raises $9.5M in PIPE

Prior to the Merger, we amended and restated our bylaws in their entirety, to be effective upon closing of the Merger.

Prior to the Merger, we were a “shell company” (as such term is defined in Rule 12b-2 under the Exchange Act). As a result of the Merger, the Company has ceased to be a shell company.

In connection with the Merger, the board of directors adopted a new Code of Ethics, which applies to all directors, officers (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions) and employees.

Prior to the Merger, Unite Acquisition’s board of directors approved the amendment and restatement of our certificate of incorporation on September 28, 2025, and stockholders holding 100% of the then outstanding shares of our Common Stock approved the amendment and restatement to our certificate of incorporation on September 28, 2025.

On September 29, 2025, Unite Acquisition’s wholly owned subsidiary, Palomino Acquisition Co., a Delaware corporation formed in the State of Delaware on August 19, 2025 (“ Merger Sub ”), merged with and into Palomino Laboratories Inc., a privately held Delaware corporation (prior to the Merger, “ Private Palomino ”).