Palomino Laboratories Inc 8-K/A, filed Oct 14, 2026
Palomino Laboratories Inc. (PALX)
About this 8-K/A
Palomino Laboratories Inc filed this 8-K/A on October 14, 2026, reporting on events of July 31, 2026.
Palomino Laboratories Inc. acquired Vega Links, Inc. on July 31, 2026 for 4,472,000 restricted shares, making Vega Links wholly owned. Vega Links had no revenue, a net loss of $16,346, and cash of $70,129 as of July 30, 2026. AI summary
Items reported
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Explanatory Note
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The audited financial statements of Vega Links as of July 30, 2026 and for the period from January 21, 2026 (inception) through July 30, 2026, together with the notes thereto and the report of the independent auditor thereon, are filed as Exhibit 99.1 to this Amendment and incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial information of the Company and Vega Links, giving effect to the Share Exchange, including the unaudited pro forma condensed combined balance sheet as of June 30, 2026 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025, together with the accompanying notes thereto, is filed as Exhibit 99.2 to this Amendment and incorporated herein by reference.
(d) Exhibits.
The following exhibits are filed herewith:
| Exhibit No. | Description | |
| 99.1 | Audited Financial Statements of Vega Links, Inc. as of July 30, 2026 and for the period from January 21, 2026 (inception) through July 30, 2026. | |
| 99.2 | Unaudited Pro Forma Condensed Combined Financial Information of Palomino Laboratories Inc. and Vega Links, Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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: October 14, 2026 | Palomino Laboratories Inc. | |
| By: | /s/ Jeffrey B. Shealy | |
| Name: | Jeffrey B. Shealy | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
VEGA LINKS, INC.
FINANCIAL STATEMENTS
FOR THE PERIOD FROM JANUARY 21, 2026 (INCEPTION) THROUGH JULY 30, 2026
INDEX TO FINANCIAL STATEMENTS
To the Board of Directors and
Shareholders of Vega Links, Inc.
Opinion
We have audited the accompanying financial statements of Vega Links, Inc. (“the Company”) for the period January 21, 2026 (inception) through July 30, 2026, which comprise the balance sheet as of July 30, 2026, and the related statement of operations, changes in stockholders’ deficit and cash flows for the period from January 21, 2026 (inception) through July 30, 2026, and the related notes to the financial statements (collectively referred to as the “financial statements”).
In our opinion, the accompanying financial statements referred to above present fairly, in all material respects, the financial position of the Company as of July 30, 2026, and the results of its operations and its cash flows for the period from January 21, 2026 (inception) through July 30, 2026, in accordance with the accounting principles generally accepted in the United States of America.
Basis for opinion
We conducted our audit in accordance with auditing standards generally accepted in the United States of America (“GAAS”). Our responsibilities under those standards are further described in the ‘Auditor’s responsibilities for the audit of the financial statements’ section of our report. We are required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Responsibilities of management for the financial statements
Management is responsible for the preparation and fair presentation of the financial statements in accordance with the accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.
In performing an audit in accordance with generally accepted auditing standards, we:
| ● | Exercise professional judgment and maintain professional skepticism throughout the audit. |
| ● | Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. |
| ● | Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company’s internal control. Accordingly, no such opinion is expressed. |
| ● | Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. |
| ● | Conclude whether, in our judgment, there are conditions or events considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for a reasonable period of time. |
We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.
/s/ KNAV CPA LLP
Atlanta, Georgia
October 14, 2026
| 1 |
VEGA LINKS, INC.
(all amounts in USD, except number of shares and per share data)
| July 30, 2026 | ||||
| Assets | ||||
| Current assets: | ||||
| Cash | $ | 70,129 | ||
| Prepaid expenses | 2,600 | |||
| Total current assets | 72,729 | |||
| Computer and equipment, net | 3,217 | |||
| Total assets | $ | 75,946 | ||
| Liabilities and Stockholders’ Deficit | ||||
| Current liabilities: | ||||
| Accounts payable | $ | 8,675 | ||
| Accrued liabilities | 800 | |||
| Liability for unvested restricted stock, current | 15,604 | |||
| Loan from shareholder | 25,000 | |||
| Total current liabilities | 50,079 | |||
| Noncurrent liabilities: | ||||
| Liability for unvested restricted stock, noncurrent | 40,376 | |||
| Total noncurrent liabilities | 40,376 | |||
| Total liabilities | 90,455 | |||
| Commitments and contingencies (Note 8) | ||||
| Stockholders’ deficit: | ||||
| Common stock, $0.0001 par value; 20,000,000 shares authorized; 11,180,000 shares issued, of which 8,334 shares were vested and 11,171,666 shares were unvested and subject to repurchase as of July 30, 2026 | 1 | |||
| Additional paid-in capital | 1,836 | |||
| Accumulated deficit | (16,346 | ) | ||
| Total stockholders’ deficit | (14,509 | ) | ||
| Total liabilities and stockholders’ deficit | $ | 75,946 | ||
The accompanying notes are an integral part of these financial statements.
| 2 |
VEGA LINKS, INC.
(all amounts in USD, except number of shares and per share data)
| For the period from | ||||
| January 21, 2026 (inception) | ||||
| through | ||||
| July 30, 2026 | ||||
| Operating expenses: | ||||
| General and administrative | $ | 16,346 | ||
| Total operating expenses | 16,346 | |||
| Loss from operations | (16,346 | ) | ||
| Income tax expense | - | |||
| Net loss | $ | (16,346 | ) | |
The accompanying notes are an integral part of these financial statements.
| 3 |
VEGA LINKS, INC.
STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT
(all amounts in USD, except number of shares and per share data)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||
| Balance at inception (January 21, 2026) | - | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Transfer from restricted stock award deposit liability on vesting | 8,334 | 1 | 82 | - | 83 | |||||||||||||||
| Stock-based compensation | - | - | 1,754 | - | 1,754 | |||||||||||||||
| Net loss | - | - | - | (16,346 | ) | (16,346 | ) | |||||||||||||
| Balance at July 30, 2026 | 8,334 | $ | 1 | $ | 1,836 | $ | (16,346 | ) | $ | (14,509 | ) | |||||||||
The accompanying notes are an integral part of these financial statements.
| 4 |
VEGA LINKS, INC.
(all amounts in USD, except number of shares and per share data)
| January 21, 2026 | ||||
| (inception) | ||||
| through | ||||
| July 30, 2026 | ||||
| Cash flows from operating activities: | ||||
| Net loss | $ | (16,346 | ) | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||
| Stock-based compensation | 1,754 | |||
| Depreciation | 189 | |||
| Changes in operating assets and liabilities: | ||||
| Prepaid expenses | (2,600 | ) | ||
| Accounts payable | 8,675 | |||
| Accrued liabilities | 800 | |||
| Net cash used in operating activities | (7,528 | ) | ||
| Cash flows from investing activities: | ||||
| Purchases of computer and equipment | (3,406 | ) | ||
| Net cash used in investing activities | (3,406 | ) | ||
| Cash flows from financing activities: | ||||
| Proceeds from issuance of restricted stock awards subject to repurchase | 56,063 | |||
| Proceeds from loan from shareholder | 25,000 | |||
| Net cash provided by financing activities | 81,063 | |||
| Net increase in cash | 70,129 | |||
| Cash at beginning of the period | - | |||
| Cash at end of the period | $ | 70,129 | ||
The accompanying notes are an integral part of these financial statements.
| 5 |
VEGA LINKS, INC.
Note 1. Nature of Operations and Liquidity
Business Description
Vega Links, Inc. (the “Company”) was incorporated in the State of Delaware on January 21, 2026. The Company is a development-stage technology company engaged in the development of semiconductor connectivity technology. Since inception, the Company’s activities have consisted principally of organizing the Company, engaging service providers, raising capital through the issuance of common stock, and initial development activities. The Company has not commenced revenue-generating operations. The Company’s fiscal year ends on December 31. These financial statements present the Company’s financial position as of July 30, 2026, and its results of operations, changes in stockholders’ deficit, and cash flows for the period from January 21, 2026 (inception) through July 30, 2026. Because the Company was incorporated during 2026, no comparative period is presented. The Company has no subsidiaries and, accordingly, these financial statements are presented on a standalone basis.
Liquidity
In accordance with Accounting Standards Codification (“ASC”) 205-40, Going Concern, the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are available to be issued.
The Company is a development-stage company that has not commenced revenue-generating operations. It has incurred a net loss of $16,346 and used $7,528 of cash in operating activities and $3,406 in investing activities, funded by $81,063 of financing inflows from the issuance of restricted stock awards and a loan from shareholder. As at July 30, 2026, the Company held cash of $70,129 and had total liabilities of $90,455, consisting of accounts payable of $8,675, accrued liabilities of $800, liability for unvested restricted stock of $55,980 and a non-interest-bearing loan from shareholder of $25,000 that is due on demand. The Company has no credit facility or other committed third-party source of financing. The Company’s cash on hand of $254 at October 14, 2026, is not sufficient to settle its recognized obligations, to cover the administrative costs of maintaining its corporate existence, or to fund, on a standalone basis, the continued development of its semiconductor connectivity technology, on which the Company is substantially dependent. These conditions raised substantial doubt about the Company’s ability to continue as a going concern before consideration of management’s plans.
On July 31, 2026, the Company became a wholly owned subsidiary of Palomino Laboratories Inc. (“Palomino”). Palomino acquired the Company in order to continue and fund the development of its technology, and Palomino has funded the Company’s development costs since the closing. At October 14, 2026, the date these financial statements were available to be issued, Palomino held approximately $17.4 million cash, which is sufficient to fund the Company’s requirements for at least twelve months from the date these financial statements are available to be issued, and its funding of the Company does not depend on Palomino raising additional capital. Management has concluded that Palomino’s funding alleviates the substantial doubt about the Company’s ability to continue as a going concern for at least twelve months from the date these financial statements are available to be issued.
Note 2. Basis of Presentation and Summary of Significant Accounting Policies
The following is a summary of significant accounting policies consistently applied during the preparation of the accompanying financial statements.
Basis of Presentation
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Any reference in these notes to applicable guidance is meant to refer to U.S. GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Updates (“ASU”) of the Financial Accounting Standards Board (“FASB”). The Company has no subsidiaries and, accordingly, these financial statements are not presented on a consolidated basis.
| 6 |
Use of Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.
Risks and Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies developing semiconductor technology, including the ability to complete the development of its technology, rapid technological change, the risk that other companies develop and bring to market similar technology before the Company, dependence on key personnel and service providers, protection of its intellectual property, future dependence on third-party foundries and suppliers, and the continued availability of funding, which, following the acquisition described in Note 1, is provided by Palomino. In addition, global macroeconomic conditions, including inflation, elevated interest rates, volatility in the capital markets and changes in trade policy such as tariffs and export controls, together with geopolitical events, including the ongoing conflicts between Russia and Ukraine and in the Middle East and geopolitical tensions involving China, have created uncertainty in the global economy and the semiconductor supply chain. These conditions could delay the Company’s development activities or increase its costs. Management has evaluated these conditions and, as of the date these financial statements were available to be issued, is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying amounts of its assets or liabilities. These estimates may change as new events occur and additional information becomes available, and any such changes will be recognized in the financial statements when they become known.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (the exit price) in an orderly transaction between market participants at the measurement date. The fair value standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. The Company uses the hierarchy prescribed in the accounting guidance for fair value measurements, based upon the available inputs to the valuation and the degree to which they are observable or not observable in the market. The three levels in the hierarchy are as follows:
Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets that are accessible as of the measurement date;
Level 2 - Inputs other than quoted prices in active markets for identical assets and liabilities that are observable either directly or indirectly for substantially the full term of the asset or liability; and
Level 3 - Unobservable inputs reflecting the Company’s own assumptions about the assumptions that market participants would use in pricing the asset or liability, including assumptions about risk.
| 7 |
The carrying amounts of certain financial assets and liabilities, including cash, accounts payable, liability for unvested restricted stock and loan from shareholder approximate fair value because of the short maturity and liquidity of those instruments. The classification of assets and liabilities within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement in its entirety.
Concentration of Credit Risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains its cash in a demand deposit account at a single financial institution. Balances at this institution are insured by the Federal Deposit Insurance Corporation up to $250,000. At July 30, 2026, the Company’s cash balance of $70,129 did not exceed the insured limit, and the Company has not experienced any losses on this account.
Cash
Cash consists of demand deposits held at one financial institution. The Company does not hold cash equivalents.
Computer and Equipment, Net
Computer and equipment, net is stated at cost, less accumulated depreciation. Expenditure for additions and improvements costing $3,000 or more with a useful life greater than one year are capitalized. Depreciation is computed using the straight-line method over the estimated useful life of the assets, which is three (3) years for laptops and information technology equipment.
The Company evaluates the net realizable value of long-lived assets whenever events or changes in circumstances indicate the carrying value of the assets may not be recoverable. If such indicators are present, the Company determines whether the sum of the estimated undiscounted future cash flows attributable to such assets is less than their carrying amount, and if so, the Company recognizes an impairment loss based on the excess of the carrying value of the assets over their fair value. No circumstances or events indicated impairment to computer and equipment as of July 30, 2026.
Restricted Stock Awards and Share-Based Compensation
The Company’s share-based awards consist solely of shares of common stock sold to its founders and other service providers under stock purchase agreements (“restricted stock awards”). All grantees are nonemployee service providers, founders and directors engaged under consulting agreements. The shares are legally issued at the date of purchase but are subject to vesting based on the grantee’s continued service and to the Company’s right to repurchase any unvested shares at the original purchase price if the grantee ceases to provide services. The restricted stock awards are nonemployee share-based payment awards that meet the criteria for equity classification under ASC 718, Compensation - Stock Compensation. Compensation cost is measured at the grant date as the excess, if any, of the grant-date fair value of the shares over the purchase price paid by the grantee and is not subsequently remeasured. Compensation cost is recognized in the same period and in the same manner as if the Company had paid cash for the services. Accordingly, the cost of each separately vesting tranche of an award is recognized ratably over the period from the grant date to the vesting date of that tranche, and the cost of shares that are vested at the grant date is recognized on the grant date. The Company accounts for forfeitures as they occur, and no compensation cost is recognized for shares repurchased by the Company because the service condition was not satisfied. Awards purchased at a price equal to or greater than the grant-date fair value of the shares result in no compensation cost. Stock-based compensation expense is included in general and administrative expenses in the statement of operations.
| 8 |
The Company estimated the fair value of its common stock as of July 7, 2026, using an income approach based on the incremental profit the Company expected to earn from performing development work under the contemplated Strategic Development Agreement with Palomino. Calculating the fair value of the common shares using this method requires inputs and assumptions, including the expected milestone payments, the probability of achieving each milestone, the operating margin and the discount rate. The Company estimated the expected milestone payments and their timing based on the terms of the contemplated agreement. Because Palomino would fund the development activities, the approximately $2.0 million of anticipated milestone payments was not considered attributable to the Company’s existing equity value; instead, the Company applied an estimated operating margin to the probability-adjusted milestone payments and discounted the resulting expected profits to present value. The probability of achieving each milestone is based on the Company’s estimates. The Company estimated the operating margin based on the operating margins of other comparable publicly traded technology and IT services companies, adjusted for the Company’s smaller scale and early-stage operations. The discount rate was derived based on the ICE BofA CCC & Lower U.S. High Yield Index effective yield as of the measurement date, as a market-based proxy for the required return on the probability-adjusted cash flows. The milestone-specific execution risk is reflected in the probabilities and not in the discount rate.
Upon termination of service of a service provider, the Company has the right to repurchase any unvested, but issued, shares of common stock at the original purchase price. The consideration received for the purchase of unvested shares is accounted for as a deposit of the purchase price and is recorded as a liability for unvested restricted stock. Upon vesting of the shares pursuant to the stock purchase agreements, the shares and related liability are reclassified into common stock and additional paid-in capital. Upon forfeiture, the deposits are refunded to the holders, and the corresponding liability is extinguished. The liability for unvested restricted stock is classified as current for the portion of shares scheduled to vest within twelve months of the balance sheet date, based on each award’s contractual vesting schedule, and as noncurrent for the portion scheduled to vest thereafter. As of July 30, 2026, the Company had $15,604 recorded in liability for unvested restricted stock, current, and $40,376 recorded in liability for unvested restricted stock, noncurrent, related to 11,171,666 unvested shares of common stock subject to repurchase. In connection with the restricted stock awards, each grantee made an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”), to recognize compensation income in the year of purchase equal to the excess, if any, of the fair market value of the shares on the purchase date, determined without regard to any restrictions other than restrictions that will never lapse, over the purchase price paid. The elections are tax elections made by the grantees and do not affect the Company’s accounting for the restricted stock awards under ASC 718.
Related Parties
The Company considers parties to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions or owns more than 10.0% of the Company’s common stock. Parties are also considered to be related if they are subject to common control or significant influence of the same party, such as a family member or relative, shareholder, or a related corporation. The Company reviews the relationships of its vendors, customers, shareholders, and board members to determine whether there are any parties that meet the criteria to be considered related. Any party that is deemed to be related to the Company is referred to as an “affiliate” or “related party” in these financial statements.
General and administrative Costs
General and administrative costs are expensed as incurred and consist primarily of administrative, depreciation expense, stock-based compensation expense and professional fees.
Income Taxes
The Company follows the asset and liability method of accounting for income taxes under ASC 740, Income Taxes (“ASC 740”), from its inception. Under ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carryforwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are classified as non-current. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all the deferred tax assets will not be realized.
| 9 |
The Company recognizes the tax benefits of uncertain tax positions only when the positions are “more likely than not” to be sustained assuming examination by tax authorities and determined to be attributed to the Company. The determination of attribution, if any, applies for each jurisdiction where the Company is subject to income taxes on the basis of laws and regulations of the jurisdiction. The application of laws and regulations is subject to legal and factual interpretation, judgement, and uncertainty. Tax laws and regulations themselves are subject to change as a result of changes in fiscal policy, changes in legislation, the evolution of regulations, and court rulings. Therefore, the actual liability of the various jurisdictions may be materially different from management’s estimate. As of July 30, 2026, the Company does not have any unrecognized tax benefits.
Recently Adopted Accounting Pronouncement
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): “Improvements to Income Tax Disclosures” (“ASU 2023-09”). ASU No. 2023-09 is intended to improve income tax disclosure requirements by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) the disaggregation of income taxes paid by jurisdiction. The guidance makes several other changes to the income tax disclosure requirements. For entities other than public business entities, the guidance in ASU 2023-09 is effective for annual reporting periods beginning after December 15, 2025, with early adoption permitted. As the Company was incorporated on January 21, 2026, it applied this guidance from inception. The adoption of the standard enhanced the income tax disclosures (see Note 7), but did not impact the results of operations, cash flows or financial condition.
Recently Issued Accounting Pronouncements Not Yet Adopted
In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. ASU 2024-03 requires additional disclosure of specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements will be applied prospectively with the option for retrospective application. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its financial statements and disclosures.
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and ensures that there are proper controls in place to ascertain that the Company’s financial statements properly reflect the change. Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.
| 10 |
Note 3. Computer and Equipment, Net
Computer and equipment, net consisted of:
| July 30, 2026 | ||||
| Laptops and IT equipment | $ | 3,406 | ||
| Less: accumulated depreciation | (189 | ) | ||
| Computer and equipment, net | $ | 3,217 | ||
Depreciation expense for the period ended July 30, 2026, was $189, which is included within general and administrative expenses on the statement of operations.
Note 4. Common Stock
As of July 30, 2026, the Company was authorized to issue 20,000,000 shares of common stock, par value $0.0001 per share. The Company has one class of common stock. Upon its incorporation on January 21, 2026, the Company was authorized to issue 10,000,000 shares of common stock, par value $0.0001 per share. On June 12, 2026, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware, which increased the number of authorized shares of common stock from 10,000,000 to 20,000,000. At July 30, 2026, 11,180,000 shares were legally issued, of which 8,334 were vested and 11,171,666 were unvested and subject to repurchase.
In March 2026, the Company issued 5,630,000 shares of common stock to its founders and a service provider at $0.0001 per share for aggregate proceeds of $563. In July 2026, the Company issued 5,550,000 shares of common stock to service providers at $0.0100 per share for aggregate proceeds of $55,500. The grant-date fair value of the common stock issued on July 7, 2026 was approximately $0.0175 per share, based on the Company’s estimate of the fair value of its common stock on the issuance date using the income approach described in Notes 2 and 5. The excess of the grant-date fair value over the $0.0100 purchase price, approximately $0.0075 per share or $41,625 in aggregate, is recognized as compensation cost over the vesting period of the awards (Note 5).
All shares issued to service providers, founders and directors are subject to vesting and to the Company’s right to repurchase unvested shares at the original purchase price if the holder ceases to be a service provider. The shares generally vest over 48 months from the applicable vesting commencement date, with 25% vesting on the first anniversary of that date and the remainder vesting monthly thereafter; one grant of 50,000 shares vests monthly over 12 months beginning May 1, 2026. The unvested shares are held in escrow until vested, and holders retain voting and dividend rights. At July 30, 2026, 8,334 shares were vested and 11,171,666 shares remained subject to the repurchase right. Of the $56,063 received from service providers, a total of $83 related to the vested shares was reclassified from the liability for unvested restricted stock to stockholders’ deficit, of which $1 was allocated to common stock and $82 to additional paid-in capital.
Note 5. Restricted Stock Awards and Stock-Based Compensation
The Company and Palomino entered into a mutual non-disclosure agreement on April 1, 2026 and negotiated the Strategic Development Agreement from April 2026 until the parties signed it on July 10, 2026, three days after the July 7, 2026 grant date, with effect from July 13, 2026. The expected milestone payments (six payments totaling $2.0 million were assumed) were weighted by the Company’s estimated cumulative probabilities of achievement (ranging from 72.9% to 100%), reduced to a 13.0% operating margin, and discounted at 13.8% as of July 7, 2026. Based on this analysis, the Company’s estimated standalone total equity value was approximately $196,000, or approximately $0.0175 per share based on 11,180,000 shares of common stock issued, including unvested shares subject to repurchase. As described in Note 2, the Company applied this estimate as the grant-date fair value of the shares issued on July 7, 2026.
Founder Shares
In March 2026, the Company issued 5,600,000 shares of common stock to its founders at $0.0001 per share. At the March 2026 grant date the Company had no operations, assets or contractual arrangements, and the board of directors determined that the fair value of the common stock was equal to its par value of $0.0001 per share, which was also the price paid by the founders; accordingly, no compensation cost was recognized. No founder shares vested during the period ended July 30, 2026. The following table summarizes the award activity for the period ended July 30, 2026:
| Founder Shares | Weighted-Average Grant Date Fair Value | |||||||
| Unvested at January 21, 2026 (inception) | - | $ | - | |||||
| Granted | 5,600,000 | 0.0001 | ||||||
| Vested | - | - | ||||||
| Forfeited | - | - | ||||||
| Unvested at July 30, 2026 | 5,600,000 | $ | 0.0001 | |||||
| 11 |
Consultant Shares
During the period, the Company issued 5,580,000 shares of common stock to consultants. Of these, 30,000 shares were issued in March 2026 at $0.0001 per share and 5,550,000 shares were issued in July 2026 at $0.0100 per share. The $0.0001 purchase price of the March 2026 shares equaled their grant-date fair value, so those shares carry no compensation cost. The $0.0100 purchase price of the July 7, 2026, shares was lower than their grant-date fair value of $0.0175 per share, which results in total compensation cost of $41,625. Of this amount, $1,754 was recognized for the period ended July 30, 2026. During the period, 8,334 consultant shares vested, with a total grant-date fair value of $146.
The following table summarizes the award activity for the period ended July 30, 2026:
| Consultant Shares | Weighted-Average Grant-Date Fair Value | |||||||
| Unvested at January 21, 2026 (inception) | - | $ | - | |||||
| Granted | 5,580,000 | 0.0174 | ||||||
| Vested | (8,334 | ) | 0.0175 | |||||
| Forfeited | - | - | ||||||
| Unvested at July 30, 2026 | 5,571,666 | $ | 0.0174 | |||||
The table below presents additional information related to restricted stock award activity:
| Founders | Consultants | |||||||
| Total fair value of shares vested during the period (grant-date fair value) | $ | - | $ | 146 | ||||
The Company estimates the grant-date fair value of restricted stock awards based on the fair value of the Company’s common stock on the date of grant. As of July 30, 2026, the total unrecognized compensation cost related to nonvested restricted stock awards was $39,871, which the Company expects to recognize over a weighted-average period of 2.0 years.
Note 6. Related Party Debt and Transactions
Loan from Shareholder
In February 2026, the Company entered into a loan agreement with the Chief Executive Officer (“CEO”) in the amount of $25,000. The loan is non-interest-bearing, unsecured, and due on demand, and is classified as a current liability in the balance sheet as at July 30, 2026.
| 12 |
Amounts Paid on Behalf of the Company
During the period the CEO paid patent registration costs of $1,930 on behalf of the Company. The amount is reimbursable, non-interest-bearing and due on demand, and is included within accounts payable on the balance sheet at July 30, 2026.
Related Party Consulting Arrangements
The Company’s officers, directors and other service providers are engaged under consulting agreements under which compensation consists of the right to purchase shares of the Company’s common stock under a stock purchase agreement, subject to the vesting and repurchase provisions described in Notes 2 and 4, and, for certain consultants, an additional cash payment in an amount to be mutually agreed that is payable only upon a future funding of the Company. No funding event had occurred and no cash compensation was earned, paid or payable under any of the consulting agreements for the period from January 21, 2026 (inception) through July 30, 2026. The consulting arrangements with the Company’s officers and directors, its principal owners (owners of more than 10% of its voting interests) are described below. The related compensation cost is described in Note 5.
On January 21, 2026, the Company entered into a consulting agreement with its Chief Executive Officer, President and a director, and the owner of 44.7% of the Company’s issued shares to serve as President and Chief Executive Officer and lead the development of the Company’s technology. In connection with these services, in March 2026 the CEO purchased 5,000,000 shares of restricted common stock at $0.0001 per share for $500 under a founder stock purchase agreement. The shares vest over 48 months from January 21, 2026, with 25% vesting on the first anniversary and 1/48th monthly thereafter. No shares had vested at July 30, 2026. See Notes 4 and 5.
On June 18, 2026, the Company entered into a consulting agreement with another owner of 22.4% of the Company’s issued shares to serve as a special advisor to the Company. In connection with these services, in July 2026 this individual purchased 2,500,000 shares of restricted common stock at $0.01 per share for $25,000. The shares vest over 48 months from June 18, 2026, with a one-year cliff and 1/48th monthly thereafter. No shares had vested at July 30, 2026. See Notes 4 and 5.
On June 4, 2026, the Company entered into a consulting agreement with an owner of 16.5% of the Company’s issued shares to serve as Chief Product Officer. In connection with these services, in July 2026 this individual purchased 1,850,000 shares of restricted common stock at $0.01 per share for $18,500. The shares vest over 48 months from June 4, 2026, with a one-year cliff and 1/48th monthly thereafter. No shares had vested at July 30, 2026. See Notes 4 and 5.
The purchase price of all of the shares described above was received in cash during the period and is included in the liability for unvested restricted stock at July 30, 2026 as outlined in Note 2.
Note 7. Income Taxes
The Company had no income tax expense for the period ended July 30, 2026, which resulted in an effective tax rate of 0%.
Effective Tax Rate Reconciliation
The effective tax rate reconciliation for the period ended July 30, 2026 is as follows:
| July 30, 2026 | ||||||||
| Amount | Percent | |||||||
| U.S. federal statutory tax rate | $ | (3,433 | ) | 21.0 | % | |||
| State and local income taxes, net of federal income tax effect (a) | (963 | ) | 5.9 | % | ||||
| Foreign tax effects | - | - | ||||||
| Effect of changes in tax laws or rates enacted in the current period | - | - | ||||||
| Effect of cross-border tax laws | - | - | ||||||
| Tax credits | - | - | ||||||
| Change in valuation allowances | 4,028 | (24.6 | %) | |||||
| Nontaxable or nondeductible items | 368 | (2.3 | %) | |||||
| Changes in unrecognized tax benefits | - | - | ||||||
| Other adjustments | - | - | ||||||
| Income tax expense and effective tax rate | $ | 0 | (0.0 | %) | ||||
| (a) | The following state makes up the majority (greater than 50%) of the tax effect in this category: California. |
| 13 |
Deferred Income Taxes
The tax effects of significant items comprising the Company’s deferred income taxes are as follows:
| July 30, 2026 | ||||
| Amount | ||||
| Deferred tax assets: | ||||
| Net operating loss carryforwards | $ | 3,171 | ||
| Capitalized legal fees | 994 | |||
| Total deferred tax assets | 4,165 | |||
| Valuation allowance | (4,028 | ) | ||
| Deferred tax assets, net of valuation allowance | 137 | |||
| Deferred tax liabilities: | ||||
| Computer and equipment | (137 | ) | ||
| Net deferred tax asset | $ | - | ||
As of July 30, 2026, the Company had federal and California net operating loss (“NOL”) carryforwards of approximately $11,532 and $10,732, respectively. The federal NOL carryforwards may be carried forward indefinitely, and the California NOL carryforwards begin to expire in 2046. The Company has not filed any tax returns since inception.
In assessing the need for a valuation allowance, management must determine that there will be sufficient taxable income to allow for the realization of deferred tax assets. Based upon the historical and anticipated future losses, management has determined that the deferred tax assets do not meet the more-likely-than-not threshold for realizability. Accordingly, a full valuation allowance has been recorded against the Company’s net deferred tax assets as of July 30, 2026.
The Company will recognize interest and penalties, if any, related to uncertain tax positions in income tax expense. As of July 30, 2026, the Company had no accrued interest or penalties related to uncertain tax positions and no amounts have been recognized in the Company’s statement of operations.
Cash paid for income taxes, net of refunds, was $0 for the period ended July 30, 2026.
Note 8. Commitments and Contingencies
Certain conditions may exist as of the date the financial statements are available to be issued, which may result in a loss to the Company, but which will only be resolved when one or more future events occur or fail to occur. The Company assesses such contingent liabilities, and such assessment inherently involves an exercise of judgment. As of the balance sheet date, there were no contingent liabilities to assess.
Commitments
Under the consulting agreements with its service providers, the Company is obligated to pay additional cash compensation in amounts to be mutually agreed upon a future funding of the Company. These amounts are not determinable and no funding event had occurred throughout the period ended July 30, 2026; accordingly, no liability has been recognized.
| 14 |
Strategic Development Agreement
On July 10, 2026, the Company entered into a Strategic Development Agreement with Palomino, effective July 13, 2026, with a term of three years, under which the parties collaborate on the development of connectivity products under statements of work and each party bears the costs of its own development activities unless otherwise agreed in writing. Under the initial statement of work, Palomino agreed to pay the Company non-recurring engineering fees totaling $2.0 million upon the achievement of development milestones scheduled between August 2026 and September 2027, payable within 30 days of Palomino’s approval of each completed milestone. No milestone had been achieved, and no amounts had been earned, billed or received under the agreement at July 30, 2026. The original agreement states that either party may terminate the agreement or any statement of work on 90 days’ written notice, or on 30 days’ written notice if the other party undergoes a change of control. Refer to Note 9 for the subsequent termination of the agreement.
Litigation
Liabilities for loss contingencies arising from claims, assessments, litigation, fines, penalties, and other sources are recorded when it is probable that a liability has been incurred and the amount can be reasonably estimated. There are no matters currently outstanding.
Indemnification
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with officers and members of the board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. As of July 30, 2026, the Company had not experienced any losses related to these indemnification obligations, and no claims with respect thereto were outstanding.
Note 9. Subsequent Events
The Company has evaluated subsequent events through October 14, 2026, the date the financial statements were available to be issued and has identified the following events requiring disclosure. Other than the matters described below, no other events or transactions occurred after July 30, 2026 that require recognition or disclosure in these financial statements.
Change of Control
On July 31, 2026, the Company, its stockholders and Palomino entered into a Share Exchange Agreement (“SEA”) and Plan of Reorganization (the “Share Exchange Agreement”), which had been approved by the Company’s board of directors and its disinterested stockholders and, on July 30, 2026, by Palomino’s board of directors. Under the Share Exchange Agreement, the Company’s stockholders exchanged all 11,180,000 issued shares of the Company’s common stock, including 11,141,666 unvested shares (see section below on “Replacement Awards” for 30,000 shares that accelerated vest at closing) that remained subject to the Company’s repurchase right, for 4,472,000 shares of Palomino common stock, par value $0.0001 per share, at a fixed ratio of 0.4 Palomino share for each Company share. The transaction closed on July 31, 2026, and the Company became a wholly owned subsidiary of Palomino. The exchange did not change the number of shares of the Company’s common stock issued, which remained 11,180,000 at July 30, 2026, or the Company’s authorized capital. The Company’s officers and directors resigned effective at the closing, and Palomino’s designees, Jason Tu as Chief Executive Officer and director and Richard Ogawa as director, were appointed. The Company’s liability for unvested restricted stock of $55,980 at July 30, 2026 was assumed in the acquisition opening balance sheet and continues to be refundable to the holders only upon forfeiture of the related shares.
| 15 |
Replacement Awards
Under the Share Exchange Agreement, Palomino assumed each of the Company’s stock purchase agreements on substantially similar terms, as such the Palomino shares received in exchange for unvested shares of the Company remain subject to the same vesting schedules, except as described below. Palomino also assumed the right to repurchase unvested shares at the original purchase price.
The original Vega Links awards provide for double-trigger acceleration on an involuntary termination in connection with or following a change of control, and for separate acceleration on an involuntary termination before a change of control. Eleven stockholders agreed to waive the change-in-control provisions contained in their respective Stock Purchase Agreements, such waiver was limited to this transaction and does not constitute a general waiver of their rights under the agreements. In addition, none of the Company’s stockholders, including the one stockholder who did not waive such provisions, experienced an involuntary termination of service as defined in their respective Stock Purchase Agreements; accordingly, no acceleration of vesting rights was triggered under such provisions. Eight stockholders agreed to a three-year lock-up of their Palomino shares from the first trading date of Palomino common stock. In connection with the share exchange, the vesting periods of the restricted stock awards held by two stockholders were changed to 12 months, and the 30,000 unvested shares held by one other stockholder vested in full immediately prior to the closing. These changes represent modifications of share-based payment awards under ASC 718-20-35-3. Management is currently evaluating the accounting impact of these modifications, including the measurement of any incremental compensation cost and the period in which it is recognized.
Employment Agreements
Subsequent to the closing, three of the Company’s service providers accepted offers of employment with Palomino and their consulting agreements with the Company terminated on commencement of their employment. The restricted stock awards held by these individuals, which were exchanged for Palomino common stock in the share exchange, continue to vest under the terms of the stock purchase agreements assumed by Palomino, with their service to Palomino satisfying the service condition. The Company’s remaining service providers continue to provide services under their consulting agreements as assumed by Palomino.
Funding and Cash Management by Palomino
In August 2026, the Strategic Development Agreement described in Note 8, under which Palomino would have paid the Company up to $2.0 million of milestone-based non-recurring engineering fees, was mutually terminated as Palomino has funded the Company’s development activities directly since the closing. No milestone had been achieved and no amounts were earned, paid or payable under the agreement before its termination.
As part of the integration of the Company into Palomino’s centralized treasury function, the Company transferred substantially all of its cash to Palomino. Following the transfer, the Company held cash of approximately $254 as of October 14, 2026, and its remaining operating and administrative costs are funded by Palomino as they are incurred.
On September 24, 2026, Palomino repaid, on the Company’s behalf, the $25,000 non-interest-bearing loan from the Company’s former Chief Executive Officer described in Note 6.
Strategic Development Agreement
Following the share exchange, the Strategic Development Agreement became an arrangement between the Company and its parent, and Palomino began funding the Company’s development activities directly. The agreement was subsequently terminated, and no amount was paid or became payable under it.
| 16 |
Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS
Introduction
On July 31, 2026, Palomino Laboratories Inc. (“Palomino” or the “Company”) entered into a Share Exchange Agreement and Plan of Reorganization (the “Share Exchange Agreement”) with Vega Links, Inc. (“Vega Links” or “VLI”) and the stockholders of Vega Links (the “Stockholders”), pursuant to which the Stockholders transferred to the Company 100% of the issued and outstanding shares of Vega Links common stock (the “Share Exchange” or the “Transaction”). The Share Exchange closed simultaneously with the execution of the Share Exchange Agreement and was effective on July 31, 2026 (the “Closing Date”). Following the Closing Date, Vega Links became a wholly owned subsidiary of Palomino. Palomino and Vega Links, after giving effect to the Share Exchange, are referred to herein as the “combined company.”
On the Closing Date, Palomino issued an aggregate of 4,472,000 restricted shares of its common stock (the “Consideration Shares”) to the Stockholders based on an exchange ratio of 0.4 shares of Palomino common stock for each share of Vega Links common stock (the “Exchange Ratio”). The Consideration Shares generally retain the vesting terms of the shares of Vega Links common stock for which they were exchanged, with certain modifications described in Note 2.
The unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical consolidated balance sheet of Palomino and the historical balance sheet of Vega Links as of that date and gives effect to the Share Exchange as if it had occurred on June 30, 2026. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2026 and the year ended December 31, 2025 combine the historical results of operations of Palomino for those periods with the historical results of operations of Vega Links for the period from January 21, 2026 (inception) through June 30, 2026, and give effect to the Share Exchange as if it had occurred on January 1, 2025. Vega Links was incorporated on January 21, 2026 and therefore has no historical results of operations for the year ended December 31, 2025 or for the period from January 1, 2026 through January 20, 2026. The adjustments reflected in the unaudited pro forma condensed combined financial information are referred to as the “transaction accounting adjustments” and have been prepared in accordance with Article 11 of Regulation S-X.
The unaudited pro forma condensed combined financial information and related notes have been derived from and should be read in conjunction with:
| ● | The historical audited consolidated financial statements of Palomino and the related notes included in Palomino’s Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2026; | |
| ● | The historical unaudited condensed consolidated financial statements of Palomino for the six months ended June 30, 2026 and the related notes included in Palomino’s Quarterly Report on Form 10-Q, filed with the SEC on August 5, 2026; and | |
| ● | The historical audited financial statements of Vega Links as of July 30, 2026 and for the period from January 21, 2026 (inception) through July 30, 2026, and the related notes, included elsewhere in this filing. The Vega Links amounts included in the unaudited pro forma condensed combined financial information are as of June 30, 2026 and for the period from January 21, 2026 (inception) through June 30, 2026, consistent with the date of Palomino’s most recent balance sheet and were derived from Vega Links’ unaudited accounting records. Vega Links’ net loss for the period from July 1, 2026 through July 30, 2026 was $2,269, which is not reflected in the unaudited pro forma condensed combined financial information. |
The unaudited pro forma condensed combined financial information has been prepared by Palomino using the acquisition method of accounting in accordance with U.S. GAAP, with Palomino treated as the accounting acquirer of Vega Links. The transaction accounting adjustments are based upon available information and certain assumptions that Palomino believes are reasonable as of the date hereof. The unaudited pro forma condensed combined financial information is provided for illustrative and informational purposes only and does not purport to represent or be indicative of the results of operations or financial condition of Palomino had the Share Exchange been completed as of the dates presented, and should not be construed as representative of the future results of operations or financial condition of the combined company.
The determination of the fair value of the assets acquired and liabilities assumed from Vega Links, and of the consideration transferred, is preliminary and purchase price allocation valuation will be finalized within one year of the Closing Date. Differences between the preliminary estimates and the final acquisition accounting may be material and may change the amounts allocated to goodwill and to other assets and liabilities, which in turn may affect the combined company’s future results of operations and financial position.
The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the Share Exchange, including potential synergies that may be generated in future periods.
PALOMINO LABORATORIES INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF JUNE 30, 2026
| Historical | |||||||||||||||||||
| Palomino Laboratories Inc. | Vega Links, Inc. | Transaction Accounting Adjustments | Notes | Pro Forma Condensed Combined | |||||||||||||||
| Assets | |||||||||||||||||||
| Current Assets: | |||||||||||||||||||
| Cash and cash equivalents | $ | 19,444,793 | $ | 14,789 | $ | 55,417 | 3(e) | $ | 19,514,999 | ||||||||||
| Prepaids and other current assets | 148,566 | 2,860 | - | 151,426 | |||||||||||||||
| Total current assets | 19,593,359 | 17,649 | 55,417 | 19,666,425 | |||||||||||||||
| Property and equipment, net | 1,244,439 | 3,311 | - | 1,247,750 | |||||||||||||||
| Right of use asset, net | 166,781 | - | - | 166,781 | |||||||||||||||
| Intangible assets | - | - | 20,657 | 3(a) | 20,657 | ||||||||||||||
| Goodwill | - | - | 25,712 | 3(b) | 25,712 | ||||||||||||||
| Other assets | 37,587 | - | - | 37,587 | |||||||||||||||
| Total assets | $ | 21,042,166 | $ | 20,960 | $ | 101,786 | $ | 21,164,912 | |||||||||||
| Liabilities and Stockholders’ Equity | |||||||||||||||||||
| Current liabilities: | |||||||||||||||||||
| Accounts payable | $ | 162,473 | $ | 8,675 | $ | - | $ | 171,148 | |||||||||||
| Accrued expenses and other liabilities | 145,607 | 800 | 189,300 | 3(c) | 335,707 | ||||||||||||||
| Operating lease liability, current | 60,805 | - | - | 60,805 | |||||||||||||||
| Liability for unvested restricted stock, current | - | 211 | 15,393 | 3(e) | 15,604 | ||||||||||||||
| Loans from shareholders (related party) | - | 25,000 | - | 25,000 | |||||||||||||||
| Total current liabilities | 368,885 | 34,686 | 204,693 | 608,264 | |||||||||||||||
| Operating lease liability, noncurrent | 107,077 | - | - | 107,077 | |||||||||||||||
| Liability for unvested restricted stock, noncurrent | - | 352 | 40,024 | 3(e) | 40,376 | ||||||||||||||
| Deferred tax liability, net | - | - | 2,341 | 3(d) | 2,341 | ||||||||||||||
| Total liabilities | 475,962 | 35,038 | 247,058 | 758,058 | |||||||||||||||
| Commitments and contingencies | |||||||||||||||||||
| Stockholders’ equity: | |||||||||||||||||||
| Common stock, $0.0001 par value | 2,316 | - | 9 | 3(c) | 2,325 | ||||||||||||||
| Additional paid-in capital | 26,353,914 | - | 350,208 | 3(c) | 26,704,122 | ||||||||||||||
| Accumulated deficit | (5,790,026 | ) | (14,078 | ) | (495,489 | ) | 3(c) | (6,299,593 | ) | ||||||||||
| Total stockholders’ equity | 20,566,204 | (14,078 | ) | (145,272 | ) | 20,406,854 | |||||||||||||
| Total liabilities and stockholders’ equity | $ | 21,042,166 | $ | 20,960 | $ | 101,786 | $ | 21,164,912 | |||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
PALOMINO LABORATORIES INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2026
(USD, except per share data)
| Historical | |||||||||||||||||||
| Palomino Laboratories Inc. | Vega Links, Inc. | Transaction Accounting Adjustments | Notes | Pro Forma Condensed Combined | |||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||||
| Operating expenses: | |||||||||||||||||||
| General and administrative | 1,501,998 | 14,078 | 2,111,645 | 4(d) | 3,627,721 | ||||||||||||||
| Research and development | 1,106,876 | - | - | 1,106,876 | |||||||||||||||
| Total operating expenses | 2,608,874 | 14,078 | 2,111,645 | 4,734,597 | |||||||||||||||
| Loss from operations | (2,608,874 | ) | (14,078 | ) | (2,111,645 | ) | (4,734,597 | ) | |||||||||||
| Other income (expense): | |||||||||||||||||||
| Interest income | 410 | - | - | 410 | |||||||||||||||
| Loss before income taxes | (2,608,464 | ) | (14,078 | ) | (2,111,645 | ) | (4,734,187 | ) | |||||||||||
| Income tax benefit | - | - | - | - | |||||||||||||||
| Net loss | $ | (2,608,464 | ) | $ | (14,078 | ) | $ | (2,111,645 | ) | $ | (4,734,187 | ) | |||||||
| Net loss per common share, basic and diluted | $ | (0.13 | ) | 4(b) | $ | (0.22 | ) | ||||||||||||
| Weighted average common shares outstanding, basic and diluted | 20,174,547 | 1,820,545 | 4(b) | 21,995,092 | |||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
PALOMINO LABORATORIES INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2025
(USD, except per share data)
| Historical | ||||||||||||||||||
| Palomino Laboratories Inc. | Vega Links, Inc. | Transaction Accounting Adjustments | Notes | Pro Forma Condensed Combined | ||||||||||||||
| Revenue | $ | - | $ | - | $ | - | $ | - | ||||||||||
| Operating expenses: | ||||||||||||||||||
| General and administrative | 2,702,834 | - | 7,693,751 | 4(c), 4(d) | 10,396,585 | |||||||||||||
| Total operating expenses | 2,702,834 | - | 7,693,751 | 10,396,585 | ||||||||||||||
| Loss from operations | (2,702,834 | ) | - | (7,693,751 | ) | (10,396,585 | ) | |||||||||||
| Other income (expense): | ||||||||||||||||||
| Change in fair value of SAFE notes | (461,252 | ) | - | - | (461,252 | ) | ||||||||||||
| Interest income | 890 | - | - | 890 | ||||||||||||||
| Loss before income taxes | (3,163,196 | ) | - | (7,693,751 | ) | (10,856,947 | ) | |||||||||||
| Income tax benefit | - | - | 1,169 | 4(a) | 1,169 | |||||||||||||
| Net loss | $ | (3,163,196 | ) | $ | - | $ | (7,692,582 | ) | $ | (10,855,778 | ) | |||||||
| Net loss per common share, basic and diluted | $ | (0.47 | ) | 4(b) | $ | (1.49 | ) | |||||||||||
| Weighted average common shares outstanding, basic and diluted | 6,710,995 | 564,591 | 4(b) | 7,275,586 | ||||||||||||||
See accompanying notes to Unaudited Pro Forma Condensed Combined Financial Statements
NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
Note 1. Basis of Pro Forma Presentation
The unaudited pro forma financial statements and related notes present the pro forma condensed combined financial position and results of operations of Palomino and Vega Links. The unaudited pro forma financial statements and related notes are prepared in accordance with Article 11 of Regulation S-X as promulgated by the U.S. Securities and Exchange Commission (the “SEC”), as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”
The accounting policies followed in preparing the unaudited pro forma condensed combined financial information are those used by Palomino as set forth in Palomino’s historical financial statements. As part of preparing the unaudited pro forma condensed combined financial information, Palomino’s management conducted a review of the accounting policies of Vega Links and did not note any material differences in accounting policies that would require pro forma adjustments to conform to Palomino’s accounting policies.
The accompanying unaudited pro forma condensed combined financial information and related notes were prepared using the acquisition method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, (“ASC 805”), with Palomino considered the accounting acquirer of Vega Links. ASC 805 requires, among other things, that the assets acquired, and liabilities assumed, in a business combination be recognized at their fair values as of the acquisition closing date. For purposes of the unaudited pro forma condensed combined balance sheet, the purchase price consideration has been allocated to the assets acquired and liabilities assumed of Vega Links based upon management’s preliminary estimate of their fair values. The excess of the purchase price consideration over the fair value of assets acquired and liabilities assumed is allocated to goodwill. The purchase price consideration as well as the estimated fair values of the assets and liabilities will be updated and finalized as soon as practicable, but no later than one year from the Closing Date of the transaction.
Note 2. Preliminary Purchase Consideration and Purchase Price Allocation
The fair value of the purchase consideration transferred on the Closing Date includes (i) the fair value of 4,472,000 shares of Palomino common stock transferred to Vega Links stockholders, less (ii) the fair value of the Consideration Shares attributable to post-combination services, which is excluded from the consideration transferred and is recognized as stock-based compensation expense on the Closing Date for Consideration Shares vested at that date and over the remaining vesting period for unvested Consideration Shares. The calculation of the purchase consideration is as follows:
Purchase Consideration
| Amount | ||||
| Vega Links, Inc. Common Stock issued and outstanding as of July 31, 2026 | 11,180,000 | |||
| Fixed Exchange Ratio | 0.40 | |||
| Number of shares of Palomino Common Stock issued to VLI shareholders at closing | 4,472,000 | |||
| Palomino fair value per share at July 31, 2026 (independent valuation) (a) | $ | 3.78 | ||
| Fair value of common shares issued and exchanged | 16,904,160 | |||
| Less: Fair value of restricted stock awards attributable to post-combination service (b) | (16,875,379 | ) | ||
| Total fair value of consideration transferred (c) | $ | 28,781 | ||
| (a) | Represents the estimated fair value of Palomino common stock of $3.78 per share as of July 31, 2026, the Closing Date. Although Palomino common stock is quoted on the OTC Markets, trading in the stock is limited and sporadic, and management concluded that the quoted price did not represent the fair value of Palomino common stock at the acquisition date as defined in ASC 820, Fair Value Measurement. Accordingly, the fair value per share was determined by management with the assistance of an independent third-party valuation firm using the income approach and guideline public company method, which considered the observable OTC trading data together with significant unobservable inputs (Level 3). |
| (b) | Represents the fair value of the Consideration Shares attributable to post-combination services. The 4,472,000 Consideration Shares issued to VLI stockholders are restricted shares of Palomino common stock with an estimated fair value of $16,904,160, of which $16,875,379 is attributable to post-combination services. The Consideration Shares generally retain the vesting terms of the VLI stock purchase agreements, except that the shares of two stockholders vest monthly over one year from the effective dates of their consulting agreements, rather than over four years, and the shares of one stockholder vested in full immediately prior to the Closing. The shares of eight stockholders are also subject to a three-year lock-up, which does not affect the service period. The post-combination portion is excluded from consideration transferred and is recognized as stock-based compensation expense on the Closing Date for Consideration Shares that require no further service ($321,436) and over the remaining service period for the remaining Consideration Shares. |
| (c) | Represents the fair value of the Consideration Shares attributable to pre-combination services. As outlined in the Share Exchange Agreement, each outstanding share of VLI common stock was exchanged for 0.4 of a share of Palomino restricted common stock, and Palomino assumed the vesting terms of each VLI stockholder’s stock purchase agreement. The pre-combination fair value of Palomino restricted common stock issued in connection with the Transaction was $28,781. |
Preliminary Purchase Price Allocation
Under the acquisition method of accounting, the identifiable assets acquired and liabilities assumed from Vega Links are recognized and measured at fair value. The purchase price allocation is preliminary and is based on available information and certain assumptions, which Palomino believes are reasonable. The assets acquired and liabilities assumed of Vega Links have been measured based on various preliminary estimates, including the valuation of the acquired IPR&D asset, and Palomino expects to complete the final purchase price allocation during the 12-month period following the Closing Date. As a result, the final purchase price allocation may differ significantly from the preliminary amounts presented herein, and these changes may be material.
The following table presents a preliminary allocation of the consideration transferred to the fair values of the identifiable assets acquired and liabilities assumed from Vega Links as if the transaction had been completed on June 30, 2026, with the excess recorded to goodwill.
| Preliminary Purchase Price Allocation | Estimated Fair Value | |||
| Assets acquired: | ||||
| Cash | $ | 70,206 | ||
| Prepaid expenses | 2,860 | |||
| Property and equipment, net | 3,311 | |||
| Intangible asset – IPR&D | 20,657 | |||
| Total assets acquired | $ | 97,034 | ||
| Accounts payable | $ | 8,675 | ||
| Accrued expenses and other liabilities | 800 | |||
| Loans from shareholders (related party) | 25,000 | |||
| Liability for unvested restricted stock, current | 15,604 | |||
| Liability for unvested restricted stock, noncurrent | 40,376 | |||
| Deferred tax liability | 3,510 | |||
| Total liabilities assumed | $ | 93,965 | ||
| Net assets acquired | 3,069 | |||
| Estimated purchase consideration | 28,781 | |||
| Estimated goodwill | $ | 25,712 | ||
Goodwill represents the excess of the purchase consideration over the estimated fair value of the underlying net assets acquired. Goodwill will not be amortized but instead will be reviewed for impairment at least annually, absent any indicators of impairment. Goodwill is primarily attributable to the assembled workforce and synergies expected to be achieved from the combined operations of Palomino and Vega Links.
Note 3. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet
| (a) | Represents the identifiable intangible asset acquired by the Company at its preliminary estimated fair value as of the Closing Date. The identifiable intangible asset consists of an in-process research and development, or IPR&D, under development by Vega Links with a preliminary estimated fair value of $20,657. IPR&D assets are considered indefinite-lived until completion or abandonment of the associated research and development efforts and therefore are not amortized during that period. |
| (b) | Reflects preliminary goodwill of $25,712, representing the excess of the fair value of consideration transferred over the fair value of net assets acquired. Goodwill is primarily attributable to the assembled workforce and expected synergies, and is not amortized but is tested for impairment at least annually. |
| (c) | Reflects the elimination of Vega Links’ historical stockholders’ equity, the issuance of 4,472,000 shares of Palomino common stock as consideration, of which the fair value attributable to pre-combination service of $28,781 is included in consideration transferred. As unvested restricted shares subject to repurchase are not considered outstanding for accounting purposes, only the par value of the 85,334 Consideration Shares vested at the Closing Date is reflected in common stock as consideration with an estimated fair value of $28,781, the accrual of estimated Palomino transaction costs, the recognition of stock-based compensation for the Consideration Shares that require no post-combination service, and the related deferred tax benefit described in Note 3(d), as follows: |
| Common Stock | Additional Paid-in Capital | Accumulated Deficit | ||||||||||
| Historical equity balances of Vega Links | $ | - | $ | - | $ | (14,078 | ) | |||||
| Elimination of Vega Links historical equity | - | - | 14,078 | |||||||||
| Issuance of Palomino common stock as consideration | 9 | 28,772 | - | |||||||||
| Estimated Palomino transaction costs, pre-tax * | - | - | (189,300 | ) | ||||||||
| Stock-based compensation – no post-combination service ** | - | 321,436 | (321,436 | ) | ||||||||
| Deferred tax benefit – partial release of Palomino valuation allowance | - | - | 1,169 | |||||||||
| Historical equity balances of Palomino | 2,316 | 26,353,914 | (5,790,026 | ) | ||||||||
| Pro forma equity balances of combined company | $ | 2,325 | $ | 26,704,122 | $ | (6,299,593 | ) | |||||
* Represents estimated transaction costs of $189,300 incurred by Palomino in connection with the Transaction (legal fees, accounting and audit fees, and valuation fees) that are not reflected in Palomino’s historical balance sheet as of June 30, 2026. The costs are reflected as an increase to accrued expenses and other liabilities and an increase to accumulated deficit, as if the Transaction had been consummated on June 30, 2026. The corresponding expense is reflected in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 (see Note 4(c)).
** Represents stock-based compensation of $321,436 for the portion of the Consideration Shares that require no post-combination service. The amount is reflected as an increase to accumulated deficit and a corresponding increase to additional paid-in capital, as if the Transaction had been consummated on June 30, 2026, and is reflected as non-recurring stock-based compensation expense in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2025 (see Note 4(d)).
| (d) | Reflects a deferred tax liability of $3,510 associated with the preliminary fair value of the acquired IPR&D intangible asset, estimated at the blended statutory tax rate, with a corresponding increase to goodwill. Included in the deferred income tax adjustments is the partial release of Palomino’s valuation allowance of $1,169, as the deferred tax liability recorded in acquisition accounting provides a source of future taxable income for Palomino’s existing deferred tax assets. The release is recorded as an income tax benefit in accumulated deficit and is not expected to recur. The resulting pro forma net deferred tax liability is $2,341. |
| (e) | Reflects the increase of $55,417 in Vega Links’ liability for unvested restricted stock between June 30, 2026 and the Closing Date, representing deposits received in cash from Vega Links stockholders for shares subject to Vega Links’ repurchase option at the original purchase price, which were assumed in the Transaction. The adjustment consists of $15,393 current and $40,024 noncurrent, bringing the pro forma liability to $55,980 as assumed in the preliminary purchase price allocation, with a corresponding increase to cash and cash equivalents. |
Note 4. Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations
| (a) | Reflects a deferred income tax benefit of $1,169 for the year ended December 31, 2025, resulting from the partial release of Palomino’s valuation allowance, as the deferred tax liability recognized on the acquired IPR&D intangible asset provides a source of future taxable income. This benefit is not expected to recur in any period beyond twelve months from the close of the Transaction. |
| (b) | Represents pro forma net loss per share calculated using Palomino’s historical weighted average shares outstanding, adjusted for the 4,472,000 Consideration Shares issued to VLI stockholders in connection with the Transaction, as if the Transaction had been consummated on January 1, 2025. The Consideration Shares are restricted shares subject to service-based vesting and are included in basic weighted average shares outstanding only from the date they vest. Assuming the remaining service period of each award as of the Closing Date commenced on January 1, 2025 and weighting each monthly vesting tranche (after any 12-month cliff) by the number of days it was outstanding in the period, weighted average vested Consideration Shares of 564,591 and 1,820,545 have been included for the year ended December 31, 2025 and the six months ended June 30, 2026, respectively. As the combined company is in a net loss position for each period presented, unvested Consideration Shares and all other potentially dilutive securities are antidilutive, and basic and diluted net loss per share are the same. |
| Six Months Ended June 30, 2026 | Year Ended December 31, 2025 | |||||||
| Pro forma net loss | $ | (4,734,187 | ) | $ | (10,855,778 | ) | ||
| Palomino historical weighted average shares outstanding, basic and diluted | 20,174,547 | 6,710,995 | ||||||
| Consideration Shares issued to Vega Links shareholders that vested during the period | 1,820,545 | 564,591 | ||||||
| Pro forma weighted average shares outstanding, basic and diluted | 21,995,092 | 7,275,586 | ||||||
| Pro forma net loss per share, basic and diluted | $ | (0.22 | ) | $ | (1.49 | ) | ||
| (c) | Reflects the recognition of estimated transaction costs of $189,300 incurred directly in connection with the Transaction, consisting of legal fees, accounting and audit fees and valuation fees. These costs were incurred by Palomino subsequent to June 30, 2026 and are reflected in the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 as if the Transaction was consummated on January 1, 2025. No income tax benefit has been recognized on this adjustment, as Palomino maintains a full valuation allowance against its net deferred tax assets. These costs are not expected to recur in any period beyond twelve months from the close of the Transaction. |
| (d) | Represents the adjustment to record stock-based compensation expense for the post-combination portion of the Consideration Shares issued to VLI stockholders. The Consideration Shares are restricted shares of Palomino common stock that generally retain the vesting terms of the corresponding VLI shares, except for the modifications described in Note 2(b). Compensation cost is measured based on the acquisition-date fair-value-based measure of the replacement awards issued by Palomino of $3.78 per share and is not subsequently remeasured. The post-combination portion of $16,875,379 has been recognized as if the Transaction had been consummated on January 1, 2025. For Consideration Shares held by nonemployees, compensation cost is recognized in the same period and in the same manner as if Palomino had paid cash for the services. Accordingly, the cost of each separately vesting tranche is recognized ratably over the period from the grant date to the vesting date of that tranche. For Consideration Shares held by grantees who became employees of Palomino, compensation cost is recognized on a straight-line basis over the remaining service period, with cumulative expense at each period end at least equal to the value of the Consideration Shares vested at that date. The cost of the shares that were vested at the Closing Date, $321,436, has been recognized on the Closing Date and is therefore reflected in full in the year ended December 31, 2025. This cost is not expected to recur in any period beyond twelve months from the close of the Transaction. No income tax benefit has been recognized on this adjustment, as Palomino maintains a full valuation allowance against its net deferred tax assets. The adjustment for stock-based compensation expense is as follows: |
| Six Months Ended June 30, 2026 | Year Ended December 31, 2025 | |||||||
| General and administrative | $ | 2,111,645 | $ | 7,504,451 | ||||