secwatch / observer

Palomino Laboratories Inc. — fact timeline

Source-grounded facts extracted from Palomino Laboratories Inc.'s SEC 8-K filings across all families, newest first. Each cites a verbatim SEC excerpt.

PALX Palomino Laboratories Inc. JSON
Equity Issuances

Palomino Laboratories Inc. issued 374,761 warrants of warrant to Laidlaw & Company (UK) Ltd. for services as placement agent.

“The Placement Agent also received 374,761 warrants to purchase shares of Common Stock 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 “ Placement Agent Warrants ”).”
Equity Issuances

Palomino Laboratories Inc. issued 470,000 Shares of common stock to certain accredited investors for gross proceeds of $1,880,000.00.

“On April 30, 2026, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 470,000 Shares for gross proceeds of $1,880,000.00 (the “ Second Closing ”).”
Equity Issuances

Palomino Laboratories Inc. issued 3,773,853 shares of common stock to certain accredited investors for $4.00 per Share.

“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.”
Equity Issuances

Palomino Laboratories Inc. issued 18,333 warrants of warrant to Laidlaw & Company (UK) Ltd. (the “Placement Agent”).

“Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at closing (a) a cash commission of 10.0% of the aggregate gross purchase price (b) a non-allocable expense allowance equal to 2.0% of the aggregate gross purchase price, and (c) received 18,333 warrants (the “Placement Agent Warrants”).”
Equity Issuances

Palomino Laboratories Inc. issued 183,334 Units of unit to accredited investors for gross proceeds of $275,001.00, $1.50 per Unit.

“On October 24, 2025, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 183,334 Units for gross proceeds of $275,001.00 (the “Offering”).”
Governance Changes

Palomino Laboratories Inc.: Ceased to be a shell company as a result 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.”
Governance Changes

Palomino Laboratories Inc.: Adopted a new Code of Ethics applicable to directors, officers, and employees in connection with the merger.

“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.”
Governance Changes

Palomino Laboratories Inc.: Amended and restated bylaws in their entirety, effective upon closing of the merger.

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

Palomino Laboratories Inc.: Amended and restated certificate of incorporation approved by board and stockholders on September 28, 2025, effective upon merger closing (effective 2025-09-28).

“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.”
M&A Transactions

Palomino Laboratories Inc. underwent a change of control involving Private Palomino (closed 2025-09-29).

“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 ”).”

Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.