PALX 10-Q
Palomino Laboratories Inc. (PALX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the Quarterly Period Ended
or
Commission
File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (Registrant’s telephone number, including area code) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None | N/A | N/A |
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted posted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large, accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company filer. See definition of “large, accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
As of August 4, 2026, the registrant had shares of common stock issued and outstanding.
PALOMINO LABORATORIES INC.
QUARTERLY REPORT ON FORM 10-Q
June 30, 2026
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
You should read the following discussion and analysis of our financial condition and results of operations in conjunction with our financial statements and the accompanying notes thereto included elsewhere in this quarterly report on Form 10-Q (the “Quarterly Report”).
The registrant was incorporated as Unite Acquisition 3 Corp. (“Unite Acquisition” or “Unite”) in the State of Delaware on March 10, 2022. Prior to the Merger (as defined below), the registrant was a “shell company” (as defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)).
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 (“Private Palomino”). Pursuant to this transaction (the “Merger”), Private Palomino was the surviving corporation and became the Company’s wholly owned subsidiary, and all of the outstanding stock of Private Palomino was converted into shares of the combined Company’s common stock, par value $0.0001 per share. In addition, in connection with the Merger, all of Private Palomino’s outstanding SAFEs converted into shares of common stock and warrants at $1.5 per share and all of Private Palomino’s outstanding warrants became exercisable for shares of common stock.
As a result of the Merger, we acquired the business of Private Palomino and continued its business operations as a public reporting company under the same name, Palomino Laboratories Inc. Concurrent with the consummation of the Merger, Private Palomino changed its name to “Rhino Subsidiary Inc.”
In accordance with “reverse merger” or “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the Merger have been replaced with the historical financial statements of Private Palomino prior to the Merger, in this Report.
This Quarterly Report contains summaries of the material terms of various agreements executed in connection with the transactions described herein. The summaries of these agreements are subject to, and are qualified in their entirety by, reference to these agreements, which are filed as exhibits hereto and incorporated herein by reference.
This Quarterly Report contains forward-looking statements. Forward-looking statements are based upon our current assumptions, expectations and beliefs concerning future developments and their potential effect on our business. In some cases, you can identify forward-looking statements by the following words: “may,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “anticipate,” “believe,” “approximately,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” or the negative of these terms or other comparable terminology, although the absence of these words does not necessarily mean that a statement is not forward-looking. This information may involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by any forward-looking statements.
We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements include information concerning possible or assumed future results of our operations, including statements about our business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, our ability to obtain or maintain patents or other appropriate protection for our intellectual property, and any other statements that are not historical facts.
These statements are only predictions and involve known and unknown risks, uncertainties and other factors. Readers are urged to carefully review and consider the various disclosures made by us in this Quarterly Report and in our other reports filed with the Securities and Exchange Commission (the “SEC”). Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements.
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States and the rules of the SEC and should be read in conjunction with the audited consolidated financial statements and notes thereto contained in our Form 10-K as of December 31, 2025, which were filed with the Securities and Exchange Commission (“SEC”) on March 31, 2026. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the periods presented have been reflected herein. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
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PALOMINO LABORATORIES INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2026 (UNAUDITED)
INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
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palomino laboratories inc.
CONDENSED CONSOLIDATED BALANCE SHEETS
(all amounts in USD, except number of shares and per share data)
(Unaudited) June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current assets: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Prepaids and other current assets | ||||||||
| Total current assets | ||||||||
| Property and equipment, net | ||||||||
| Right of use asset, net | ||||||||
| Other assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and stockholders’ equity | ||||||||
| Current liabilities: | ||||||||
| Accounts payable | ||||||||
| Accrued expense and other liabilities | ||||||||
| Operating lease liability, current | ||||||||
| Total current liabilities | ||||||||
| Operating lease liability, noncurrent | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 6) | ||||||||
| Stockholders’ equity: | ||||||||
| Preferred stock, $ par value; shares authorized; shares issued and outstanding at June 30, 2026 and December 31, 2025 | ||||||||
| Common stock, $ par value; shares authorized; and shares issued and outstanding at June 30, 2026 and December 31, 2025, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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Palomino laboratories inc.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(all amounts in USD, except number of shares and per share data)
(Unaudited)
| Three months ended June 30, | Six months ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| Operating expenses: | ||||||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total operating expenses | ||||||||||||||||
| Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Other income (expense): | ||||||||||||||||
| Change in fair value of SAFE notes | ( | ) | ||||||||||||||
| Interest income | ||||||||||||||||
| Net (loss) income | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Net loss per common share - basic and dilutive | $ | ) | $ | $ | ) | $ | ) | |||||||||
| Weighted average common shares outstanding - basic and dilutive | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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palomino laboratories inc.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(all amounts in USD, except number of shares and per share data)
(Unaudited)
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, December 31, 2025 | $ | $ | $ | ( | ) | $ | | |||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||
| Issuance of restricted stock awards | ( | ) | ||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||
| Issuance of common shares | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, June 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Common Stock | Additional Paid-In | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | (Deficit) | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | ||||||||||||
| Retroactive application of recapitalization | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2024 | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||
| Issuance of restricted stock awards | ||||||||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Balance, March 31, 2025 | ( | ) | ( | ) | ||||||||||||||||
| Stock-based compensation expense | - | |||||||||||||||||||
| Net income | - | |||||||||||||||||||
| Balance, June 30, 2025 | ( | ) | ( | ) | ||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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palomino laboratories inc.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(all amounts in USD)
(Unaudited)
| For the Six Months ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation related to employees and non-employees | ||||||||
| Depreciation expense | ||||||||
| Change in fair value of SAFE notes | ||||||||
| Changes in operating assets and liabilities: | ||||||||
| Prepaids and other assets | ( | ) | ||||||
| Accounts payable | ||||||||
| Accrued expenses and other liabilities | ( | ) | ||||||
| Change in right of use and lease liability | ||||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| Investing activities: | ||||||||
| Purchase of property and equipment | ( | ) | ||||||
| Net cash used in investing activities | ( | ) | ||||||
| Cash flows from financing activities: | ||||||||
| Proceeds from sale of common stock and warrants in private placement, net of issuance costs | ||||||||
| Proceeds from issuance of restricted stock awards | ||||||||
| Payment of deferred financing costs | ( | ) | ||||||
| Proceeds from issuance of SAFE notes | ||||||||
| Net cash provided by financing activities | ||||||||
| Net increase in cash and cash equivalents | ||||||||
| Cash and cash equivalents at beginning of the period | ||||||||
| Cash and cash equivalents at end of the period | $ | $ | ||||||
| Supplemental schedule of non-cash activities: | ||||||||
| Right of use asset acquired in exchange for lease liability | $ | $ | ||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
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palomino laboratories inc.
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1. Nature of Operations and liquidity
Business Description
Palomino Laboratories Inc. (post-merger), formerly Unite Acquisition 3 Corp., (the “Company”) was incorporated in the State of Delaware on February 9, 2023. The Company’s management has chosen December 31 for its fiscal year end. In 2025, pre-merger Palomino Laboratories Inc. (“Private Palomino”) changed its name, concurrent with the consummation of the Merger, to Rhino Subsidiary Inc.
On September 29, 2025, Unite Acquisition 3 Corp.’s (“Unite”) 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 Private Palomino, a privately held Delaware corporation. Pursuant to this transaction (the “Merger”), Private Palomino was renamed to Rhino Subsidiary Inc. and became the Company’s wholly owned subsidiary and all of the outstanding stock of Private Palomino was converted into shares of the Company’s common stock, par value $ per share. As a result, Unite ceased to be a shell company and continues as a public reporting company under the new name, Palomino Laboratories Inc.
The Merger was accounted for as a reverse recapitalization as Private Palomino was determined to be the accounting acquirer under Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 805, Business Combinations.
Upon the completion of the Merger between the Private Palomino and Unite, the share, per share value and net loss per share in the accompanying consolidated financial statements for all dates prior to the Merger were retroactively recast to reflect the exchange ratio pursuant to the Merger.
The Company is a fabless semiconductor company pioneering the next generation of high-performance microLED-based optoelectronic solutions for data communication. Its mission is to enable ultra-high-speed, energy-efficient optical interconnects that replace legacy copper-based PCIe and Ethernet links in compute-intensive environments. The Company is commercializing a breakthrough platform built on advanced gallium nitride (GaN) compound semiconductor materials. This proprietary technology enables scalable and cost-efficient manufacturing of ultra-compact, high-speed optical transceivers, with significant improvements in power, size, and bandwidth density over traditional laser-based solutions. The Company’s differentiated value proposition lies in leveraging high-efficiency microLEDs as optical sources in transceiver modules that can be seamlessly integrated into silicon packages or interposers. This approach unlocks the potential for high-density, chip-scale optical I/O—fundamentally reshaping the future of data movement in AI servers, data centers, and high-performance computing systems. During the six months ended June 30, 2026 and 2025, the Company did not earn revenues and was considered in the development stage. However, the Company is in process of setting up revenue generating operations.
Liquidity
Since
its inception, the Company has incurred net losses and negative cash flows from operations. As of June 30, 2026, the Company had an accumulated
deficit of $
As
of June 30, 2026, the Company had a balance of cash and cash equivalents of $
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The Company expects to incur additional losses and negative cash flows for the foreseeable future as it continues to hire additional personnel, protects its intellectual property and grows its business. The Company may need to raise additional capital to support its continuing operations and pursue its long-term business plan. Financing activities may include, but are not limited to, public or private equity offerings, debt financings, or other sources. Such activities are subject to significant risks and uncertainties.
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 unaudited condensed consolidated financial statements.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all normal and recurring adjustments (which consist primarily of accruals, estimates and assumptions that impact the unaudited condensed financial statements) considered necessary to present fairly the Company’s condensed consolidated balance sheets as of June 30, 2026 and December 31, 2025, its condensed consolidated statements of operations and stockholders’ equity (deficit) for the three and six months ended June 30, 2026 and 2025, and its condensed consolidated cash flows for the six months ended June 30, 2026 and 2025. The unaudited condensed consolidated financial statements, presented herein, do not contain all of the disclosures required under accounting principles generally accepted in the United States of America (“GAAP”) for annual financial statements. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and related notes as of and for the year ended December 31, 2025. The December 31, 2025 balance sheet presented in these unaudited condensed consolidated financial statements has been derived from the Company’s Annual Report on Form 10-K, which were filed with SEC on March 31, 2026.
Basis of Presentation and Principles of Consolidation
The Company’s unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and include the accounts of the Company’s consolidated subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. The accompanying unaudited condensed consolidated financial statements have also been prepared in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. These unaudited condensed consolidated financial statements are presented in United States Dollar (“USD”).
Emerging Growth Company
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934 (the “Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised accounting standards.
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Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with 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 unaudited condensed consolidated 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 unaudited condensed consolidated 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.
Estimates and assumptions are periodically reviewed, and the effects of the revisions are reflected in the accompanying unaudited condensed consolidated financial statements in the period they are determined to be necessary. Significant estimates and assumptions made in the accompanying unaudited condensed consolidated financial statements include, but are not limited to, realization of deferred tax assets, useful lives of assets, impairment of assets, incremental borrowing rate for leases and fair value of share-based awards.
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. |
The carrying amounts of certain financial assets and liabilities, including prepaid and other current assets, accounts payable and accrued liabilities, and shareholder note 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 credit risk consist primarily of cash and cash equivalents, which at times, may exceed
the Federal Depository Insurance Coverage of $
Significant Risks and Uncertainties Including Business Risks
The Company is a newly incorporated company and has yet to construct its facility and commence production. As a result, the Company has a limited operating history upon which to evaluate the business and future prospects, which subjects it to a number of risks and uncertainties, including the ability to plan for and predict future growth. Since the Company’s founding, the Company has made progress towards setting up business operations.
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The Company expects that it will need to raise additional capital to support its development and commercialization activities. Significant risks and uncertainties to the Company’s operations include failing to secure additional funding and the threat of other companies developing and bringing to market similar technology at an earlier time than the Company.
Property and Equipment, net
Property
and equipment, net is recorded at cost, less accumulated depreciation. Expenditures for repairs and maintenance of capitalized assets
associated with research & development functions, that do not improve or extend the life of the assets are charged to research and
development expense as incurred only if those assets relate to research and development. Maintenance for general property and equipment
like computers and furniture and fixtures are expensed in general and administrative expense. Depreciation is computed using the straight-line
method over the estimated useful lives of the assets which are approximately
Construction in progress (CIP) is recorded at historical cost. The historical cost of acquiring an asset includes the costs necessarily incurred to bring it to the condition and location necessary for its intended use. Where an asset requires a period of time to carry out the activities necessary to bring it to that condition and location, the costs incurred during that period form part of the asset’s historical cost. When a CIP asset is substantially complete and ready for its intended use, its accumulated cost is transferred from CIP to the appropriate PP&E asset. Depreciation begins at that point. CIP is not depreciated while under construction. Depreciation expense for an asset is determined based on the asset’s useful life.
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 property and equipment as of June 30, 2026 and December 31, 2025 and during the periods ended June 30, 2026 and June 30, 2025.
Leases
The Company determines whether a contract is or contains a lease at inception in accordance with ASC 842, Leases. Operating leases are recognized on the unaudited condensed consolidated balance sheet as right-of-use (“ROU”) assets and lease liabilities. ROU assets represent the Company’s right to use the underlying leased asset over the lease term.
Lease liabilities are measured at the present value of lease payments not yet paid, discounted using the Company’s incremental borrowing rate (“IBR”) at the commencement date (or the effective date of a modification, as applicable), as the rate implicit in the Company’s leases is not readily determinable. The IBR is the rate of interest that the Company would have to pay to borrow, on a collateralized basis, over a similar term, an amount equal to the lease payments in a similar economic environment. ROU assets are measured at the amount of the lease liability, adjusted for any lease payments made at or before commencement, lease incentives received, and initial direct costs incurred.
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Lease terms include the noncancellable period of the lease plus any periods covered by options to extend (or not terminate) the lease that the Company is reasonably certain to exercise. The Company evaluates renewal and termination options at lease commencement and upon occurrence of a triggering event. When the Company exercises a renewal option that was not previously included in the lease term, the lease is remeasured as of the modification date using the IBR in effect at that date.
Operating lease expense is recognized on a straight-line basis over the lease term. Variable lease payments that do not depend on an index or rate, including the Company’s share of building operating expenses and common area maintenance charges, are expensed as incurred and are not included in the measurement of lease liabilities. The Company may enter into leases with an initial term of 12 months or less (“Short-Term Leases”). For Short-Term Leases, the Company records the rent expense on a straight-line basis and does not record the leases on the unaudited condensed consolidated balance sheet. There were no Short-term Leases as of June 30, 2026 and December 31, 2025.
The Company measures equity classified share-based awards granted to employees, non-employees and directors based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The Company classifies share-based compensation expense in its unaudited condensed consolidated statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Fair value is determined using a combination of the probability weighted expected return method and option pricing model. The Company’s share-based awards comprise of restricted stock awards (RSA) and stock options. The fair value of RSAs is measured based on the grant-date fair value of the restricted stock awards.
Stock options fair value is measured using the black scholes model and the model consists of the following inputs: the expected term of the stock options is estimated using the “simplified method” as the Company does not have sufficient historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is % because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.
Estimating the fair value of share-based award requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.
Research and development
Research and development represent costs incurred to develop the Company’s technologies. These costs consist of personnel costs, including salaries, employee benefit costs, stock-based compensation expenses, lease expenses, university contribution expense, nanofabrication lab usage expense as well as depreciation and amortization expense for capitalized assets associated with these functions. The Company expenses all research and development costs in the periods in which they are incurred.
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The Company adopted ASC 260, “Earnings per Share”, at its inception. Basic net loss per share of common stock is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during each period. Diluted net loss per share of common stock includes the effect, if any, from the potential exercise or conversion of securities, which would result in the issuance of incremental shares of common stock. For diluted net loss per share, the weighted-average number of shares of common stock is the same for basic net loss per share due to the fact that when a net loss exists, potentially dilutive securities are not included in the calculation when the impact is anti-dilutive. The following potentially dilutive securities have been excluded from the computation of diluted weighted-average shares of common stock outstanding, as they would be anti-dilutive:
For the Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Unvested restricted stock | ||||||||
| Stock options | ||||||||
| Warrants | ||||||||
| Total | ||||||||
Segment information
In accordance with ASC 280, Segment Reporting (“ASC 280”), the Company identifies its operating segments according to how the Company’s business activities are managed and evaluated. ASC 280 establishes standards for companies to report financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker (“CODM”), or group, in deciding how to allocate resources and assess performance.
The
CODM has been identified as the Chief Executive Officer, who reviews the operating results for the Company as a whole to make decisions
about allocating resources and assessing financial performance. Accordingly, management has determined that the Company only has
When evaluating the Company’s performance and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:
For the Three Months Ended June 30, | For the Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative: | ||||||||||||||||
| Legal fees | $ | $ | $ | $ | ||||||||||||
| Accounting and other professional fees | ||||||||||||||||
| Stock compensation expense | ||||||||||||||||
| Payroll and benefits | ||||||||||||||||
| Other | ||||||||||||||||
| Research and development: | ||||||||||||||||
| Stock compensation expense | ||||||||||||||||
| Payroll and benefits | ||||||||||||||||
| Nanofabrication lab usage expense | ||||||||||||||||
| University expense | ||||||||||||||||
| Other | ||||||||||||||||
| $ | $ | $ | $ | |||||||||||||
The key measures of segment profit or loss reviewed by our CODM are operating expenses. Operating costs are reviewed and monitored by the CODM to manage and forecast cash. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs are aligned with all agreements and budget.
Recently Issued Accounting Pronouncements
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 unaudited condensed consolidated financial statements and disclosures.
| 14 |
ASU 2024-04 Debt - Debt with Conversion and Other Options - Induced Conversions of Convertible Debt Instruments. In November 2024, the FASB issued this ASU which clarifies the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as induced conversions or extinguishments. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2025, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in Update 2020-06. The Company is currently evaluating the impact that the adoption of ASU 2024-04 will have on its unaudited condensed consolidated financial statements and disclosures.
ASU 2025-12 Codification Improvements. In December 2025, the FASB issued this ASU which addresses 33 specific technical issues to clarify GAAP. The amendments in this update are effective for all entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities. The Company is currently evaluating the impact that the adoption of ASU 2025-12 will have on its unaudited condensed consolidated 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 unaudited condensed consolidated financial statements and assures that there are proper controls in place to ascertain that the Company’s financials 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 condensed consolidated financial statements.
Note 3: Property and Equipment, net
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| Lab equipment | $ | $ | ||||||
| Construction in progress | ||||||||
| Property and equipment, gross | ||||||||
| Less: accumulated depreciation | ( | ) | ||||||
| Property and equipment, net | $ | $ | ||||||
The
Company recorded $
Note 4: Accrued Expenses and Other Liabilities
| June 30, | December 31, | |||||||
| 2026 | 2025 | |||||||
| University-related payable | $ | $ | ||||||
| Professional fees | ||||||||
| Accrued payroll | ||||||||
| Other | ||||||||
| Total | $ | $ | ||||||
| 15 |
Note 5. Related Party Debt and Transactions
Related party consulting arrangements
During
March 2025, the Company employed Dalton DenBaars, the son of Steven DenBaars, a founding member and director of the Company, on a part-time
basis. Prior to his transition to part-time employee status on October 15, 2025, Dalton DenBaars performed services for the Company on
an as-needed basis. Effective October 15, 2025, Dalton DenBaars became a part-time employee and receives an annual salary of $.
There were
During
the six months ended June 30, 2026, the Company consulted Steven DenBaars on various services and as of the periods ended June 30, 2026
and December 31, 2025, accrued payroll and accrued expenses included $
During
2025, the Company entered into a consulting agreement with Erica Honick, pursuant to which Ms. Honick provides assistance in areas
of human resources (inclusive of talent management and learning & development), as well as risk management and internal audit
for the Company’s optical devices and related applications. Under this agreement, Erica Honick is paid $
In
January 2026, the Company purchased certain test equipment from James Shealy, the brother of the Company’s Chief Executive Officer
and director for $
During
2025, the Company entered into a consulting agreement with Maggie Nguyen LLC, pursuant to which Ms. Nguyen provides assistance in areas
of finance, accounting, payroll, and benefits. Under this agreement, Maggie Nguyen LLC is paid $
Note 6. Commitments and contingencies
Certain conditions may exist as at the date the unaudited condensed consolidated financial statements are 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 condensed consolidated balance sheet dates, there were no contingent liabilities to assess.
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.
| 16 |
Indemnification
In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, 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 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 June 30, 2026 and December 31, 2025, the Company had not experienced any losses related to these indemnification obligations, and no claims with respect thereto were outstanding.
Leases
The
Company has an office under operating lease that was entered into on November 26, 2025 and commenced on January 1, 2026 with an initial
term of
The components of lease cost were as follows (all recorded in research and development expense):
Three months ended June 30, 2026 | Six months ended June 30, 2026 | |||||||
| Operating lease cost | $ | $ | ||||||
| Total lease cost | $ | $ | ||||||
Other information related to leases is as follows:
Six months ended June 30, 2026 | ||||
| Operating cash flows from operating leases | $ | |||
| Variable lease payments | $ | |||
| As
of June 30, 2026 | ||||
| Weighted average remaining lease term (in years) | ||||
| Weighted average discount rate | % | |||
Future minimum payments under long-term leases at June 30, 2026 are as follows:
| 2026 (six months remaining) | $ | |||
| 2027 | ||||
| 2028 | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Total lease liabilities | $ |
Note 7. Stockholders’ equity
On
April 20, 2026, the Company entered into subscription agreements (each a “Subscription Agreement”) with certain accredited
investors and sold in an initial closing of a private placement (the “Offering”) an aggregate of shares (the “Shares”)
of the Company’s common stock, par value $ per share (the “Common Stock”)for an aggregate purchase price of $
| 17 |
On
April 30, 2026, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect
to Shares for gross proceeds of $
In
connection with the Offering, Laidlaw & Company (UK) Ltd. (the “Placement Agent”)
was paid at each closing
The
Company received aggregate gross proceeds of $
Warrants
As
of June 30, 2026, there were outstanding and exercisable warrants to purchase an aggregate of
2025 Equity Incentive Plan
In 2025, the Company adopted an equity incentive plan reserving % of the outstanding Common Stock on a fully-diluted basis for the future issuance, at the discretion of our board of directors, of options and other incentive awards to officers, key employees, consultants and directors of the Company and its subsidiaries. The 2025 Plan includes a customary “evergreen” provision with respect to the annual increase of the number of shares at the beginning of each fiscal year of the Company of up to the lesser of (i) four percent (%) of the shares of Common Stock outstanding on the last day of the immediately preceding fiscal year, commencing on the first day of the second fiscal year of the Company beginning after the final closing of the Offering or (ii) such number of shares as determined by the administrator. Repricing outstanding stock awards is not permitted without the approval of the Company’s stockholders, except for certain proportionate capitalization adjustments as set forth in the 2025 Plan. The 2025 Plan terminates on September 29, 2035.
The amount, terms of grants, and exercisability provisions are determined and set by the Company’s board of directors or compensation committee. The Company measures employee and nonemployee stock-based awards at grant-date fair value and records compensation expense on a straight-line basis over the vesting period of the award.
The Company has issued service-based non-statutory stock options that generally have a contractual life of up to and may be exercisable in cash or as otherwise determined by the board of directors. Vesting generally occurs over a period of four years.
| 18 |
| Shares | Weighted- Average Exercise Price | Weighted- Average Remaining Contractual Term (Years) | ||||||||||
| Outstanding at January 1, 2026 | $ | - | ||||||||||
| Granted | $ | |||||||||||
| Outstanding at June 30, 2026 | $ | |||||||||||
| Exercisable at June 30, 2026 | $ | |||||||||||
The intrinsic value of the outstanding options as of June 30, 2026 was approximately $. Options granted to employees during the six months ended June 30, 2026 had a weighted-average grant-date fair value of $.
| Six Months Ended | ||||
| June 30, | ||||
| 2026 | ||||
| Expected volatility | % | |||
| Expected dividends | % | |||
| Expected term | ||||
| Risk-free rate | % | |||
| Exercise price | $ | |||
Restricted Stock Awards
During the six months ended June 30, 2026, the Company granted restricted stock to one consultant. .
| Consultant Shares | Weighted Average Grant Date Fair Value | |||||||
| Unvested at December 31, 2025 | $ | |||||||
| Granted | $ | |||||||
| Unvested at June 30, 2026 | $ | |||||||
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||
| General and administrative | $ | $ | $ | $ | ||||||||||||
| Research and development | ||||||||||||||||
| Total stock-based compensation expense | $ | $ | $ | $ | ||||||||||||
| 19 |
The intrinsic value of the vested shares of June 30, 2026 was $ as no restricted stock has vested during the period. As of June 30, 2026, the unrecognized compensation cost (for both restricted awards and stock options) was $ and will be recognized over an estimated weighted-average amortization period of years.
Note 8. Subsequent Events
The Company has evaluated subsequent events from the balance sheet date through August 4, 2026, the issuance date of these unaudited condensed consolidated financial statements, and has not identified any requiring disclosure except as noted below.
Stock Option Grants
On July 11, 2026, the Board of Directors approved grants of time-based and performance-based stock options under the Company’s 2025 Stock Incentive Plan. The options have an exercise price of $ per share, equal to the fair market value of the Company’s common stock at the grant date as determined by the Board, and a term of . Time-based options covering shares vest over with a one-year cliff. Performance-based options covering shares vest only upon the Company’s completion of a qualifying strategic acquisition (the “Acquisition Milestone”) by the end of calendar year 2026, followed by monthly service vesting over twelve months. Because the grant date occurred subsequent to June 30, 2026, no share-based compensation expense related to these awards is reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026.
Acquisition of Vega Links, Inc.
On July 30, 2026, the Board of Directors approved the acquisition of Vega Links, Inc. (“Vega Links”). Under the terms of the agreement, the Company will issue shares of its common stock as consideration for the net assets of Vega links. No amounts related to the acquisition are reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026. The accounting assessment for this transaction is still underway as of the date of this filing.
New Lease
On July 14, 2026, the Board of Directors approved the execution of a lease for office and technical space in California. The lease was signed in July 2026. The Company expects to recognize a right-of-use asset and a corresponding lease liability upon commencement of the lease under ASC 842. Because the lease was entered into subsequent to June 30, 2026, no right-of-use asset or lease liability related to this lease is reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026.
| 20 |
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Forward-Looking Statements
Throughout this section, unless otherwise noted, “we,” “us,” “our,” “Company” and similar terms refer to Palomino Laboratories, Inc. prior to the closing of the Merger, and to the Company after the closing of the Merger. Following is a discussion and analysis of our financial condition and results of operations. You should read the following together with our financial statements and the related notes and other financial information included in this Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading “Forward-Looking Statements” elsewhere in this Report. You should review the disclosure under the heading “Risk Factors” in this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
Basis of Presentation
The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the periods described and provides information that management believes is relevant for an assessment and understanding of the statements of consolidated financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed consolidated financial statements contained in this Quarterly Report, which we have prepared in accordance with United States generally accepted accounting principles. You should read the discussion and analysis together with such condensed consolidated financial statements and the related notes thereto.
Overview
The Company is a fabless semiconductor company pioneering the next generation of high-performance microLED-based optoelectronic solutions for data communication. Our mission is to enable ultra-high-speed, energy-efficient optical interconnects that replace legacy copper-based PCIe and Ethernet links in compute-intensive environments. The Company is commercializing a breakthrough platform built on advanced gallium nitride (GaN) compound semiconductor materials. This proprietary technology enables scalable and cost-efficient manufacturing of ultra-compact, high-speed optical transceivers, with significant improvements in power, size, and bandwidth density over traditional laser-based solutions. Its differentiated value proposition lies in leveraging high-efficiency microLEDs as optical sources in transceiver modules that can be seamlessly integrated into silicon packages or interposers. This approach unlocks the potential for high-density, chip-scale optical I/O—fundamentally reshaping the future of data movement in AI servers, data centers and high-performance computing systems. See “Description of Business” above.
On September 29, 2025, Unite Acquisition 3 Corp.’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”). Pursuant to this transaction (the “Merger”), Private Palomino was renamed to Rhino Subsidiary Inc. and became the Company’s wholly owned subsidiary and all of the outstanding stock of Private Palomino was converted into shares of the Company’s common stock, par value $0.0001 per share. As a result, Unite ceased to be a shell company and continues as a public reporting company under the new name, Palomino Laboratories Inc.
The merger agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions. The Company operates in a single reportable segment. All revenues, expenses, and assets are reflected on a consolidated basis. Accordingly, no additional segment disclosures are required under Accounting Standards Codification (ASC) 280, “Segment Reporting.
The Merger was treated as a recapitalization and reverse acquisition for the Company for financial reporting purposes, and the Company is considered the acquirer for accounting purposes. As a result of the Merger and the change in the Company’s business and operations, a discussion of the past financial results of the Company is not pertinent, and under applicable accounting principles, the historical financial results of the Company, the accounting acquirer, prior to the Merger will be considered our historical financial results.
Since the Company’s inception in 2023, it has devoted substantially all of its efforts and financial resources to building the organization, including raising capital, organizing and staffing the company, business planning, and providing general and administrative support for these operations. Prior to the merger, the Company has funded its operations primarily with proceeds from the sale and issuance of SAFE Notes. From inception through June 30, 2026, the Company raised aggregate net proceeds of approximately $1,800,000 from the issuance and sale of Simple Agreement for Future Equity (SAFE) Liabilities.
During the six months ended June 30, 2026, the Company’s net losses were $2,608,464, and for the six months ended June 30, 2025, the Company incurred a net losses of $595,752.
Based on the Company’s current operating plans, it estimates that its existing cash as of June 30, 2026 will be sufficient to support operations for at least one year from the issuance date of these condensed consolidated financial statements.
| 21 |
The Company expects to incur additional losses and negative operating cash flow for the foreseeable future as it continues to hire additional personnel, protects its intellectual property and grows its business. The Company will need to raise additional capital to support its continuing operations and pursue its long-term business plan. Financing activities may include, but are not limited to, public or private equity offerings, debt financings, or other sources. Such activities are subject to significant risks and uncertainties.
Uncertainty in the global economy presents significant risks to the Company’s business. The Company is subject to continuing risks and uncertainties in connection with the current macroeconomic environment, including increases in inflation, fluctuating interest rates, new or increased tariffs and other barriers to trade, changes to fiscal and monetary policy or government budget dynamics, recent bank failures, geopolitical factors, including the ongoing conflicts between Russia and Ukraine and in the Middle East and the responses thereto, and supply chain disruptions. While the Company is closely monitoring the impact of the current macroeconomic and geopolitical conditions on all aspects of the Company’s business, including the impacts on its employees, suppliers, vendors and business partners and the Company’s future access to capital, the ultimate extent of the impact on the Company’s business remains highly uncertain and will depend on future developments and factors that continue to evolve. Most of these developments and factors are outside the Company’s control and could exist for an extended period of time. The Company will continue to evaluate the nature and extent of the potential impacts to its business, results of operations, liquidity and capital resources.
Recent Developments
OTCQB Listing
On April 17, 2026, the Company’s common stock began trading on the OTCQB Venture Market under the symbol “PALX,” following approval of the Company’s listing application by OTC Markets Group Inc.
Private Placement
On April 20, 2026, the Company entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors and sold in an 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, at a purchase price of $4.00 per Share.
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.
In connection with the Offering, Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at each closing (i) a cash fee equal to ten percent (10%) of the gross proceeds delivered to the Company on a closing date by parties introduced by the Placement Agent and (ii) five percent (5%) of the gross proceeds delivered to the Company on a closing date by parties introduced by the Company, as well as a non-allocable expense reimbursement equal to two (2%) of the gross proceeds delivered by Placement Agent introduced investors on a closing date to the Company, and one (1%) of the gross proceeds delivered by Company introduced investors on a closing date to the Company. The Placement also received, at the final closing of the private placement, warrants to purchase shares of Common Stock in an amount equal to ten percent (10%) of the Common Stock sold to Placement Agent introduced parties 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 Company agreed to pay certain other expenses of the Placement Agent, including the fees and expenses of its counsel, in connection with the Offering. Subject to certain customary exceptions, the Company also indemnified the Placement Agent to the fullest extent permitted by law against certain liabilities that may be incurred in connection with the Offering, including certain civil liabilities under the Securities Act of 1933, and, where such indemnification is not available, to contribute to the payments the Placement Agent and its sub-agents may be required to make in respect of such liabilities.
Stock Option Grants
On July 11, 2026, the Board of Directors approved grants of time-based and performance-based stock options under the Company’s 2025 Stock Incentive Plan. The options have an exercise price of $4.86 per share, equal to the fair market value of the Company’s common stock at the grant date as determined by the Board, and a term of ten years. Time-based options covering 110,000 shares vest over four years with a one-year cliff. Performance-based options covering 620,000 shares vest only upon the Company’s completion of a qualifying strategic acquisition (the “Acquisition Milestone”) by the end of calendar year 2026, followed by monthly service vesting over twelve months. Because the grant date occurred subsequent to June 30, 2026, no share-based compensation expense related to these awards is reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026.
| 22 |
Acquisition of Vega Links, Inc.
On July 30, 2026, the Board of Directors approved the acquisition of Vega Links, Inc. (“Vega Links”). Under the terms of the agreement, the Company will issue 4,472,000 shares of its common stock as consideration for the net assets of Vega links. No amounts related to the acquisition are reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026. The accounting assessment for this transaction is still underway as of the date of this filing.
New Lease
On July 14, 2026, the Board of Directors approved the execution of a lease for office and technical space in California. The lease was signed in July 2026. The Company expects to recognize a right-of-use asset and a corresponding lease liability upon commencement of the lease under ASC 842. Because the lease was entered into subsequent to June 30, 2026, no right-of-use asset or lease liability related to this lease is reflected in the Company’s condensed consolidated financial statements for the quarter ended June 30, 2026.
Operating Expenses
General and Administrative Expenses
General and administrative expenses consist primarily of salaries and employee-related costs, including stock-based compensation, for personnel in executive, finance, and other administrative functions. Other significant costs include facilities related expenses, legal fees related to intellectual property and corporate matters, other professional fees for accounting and consulting services, and other administrative expenses.
The Company expects that its general and administrative expense will increase for the foreseeable future as it continues to support its operations to support the growth of its business. Following the Merger, the Company also expects increased expenses related to audit, legal, regulatory and tax-related services associated with maintaining compliance with exchange listing and SEC requirements, director and officer insurance premiums, board of director fees, investor relations costs and other expenses that it did not incur as a private company.
Research and Development Expenses
Research and development represent costs incurred to develop our technologies. These costs consist of employee and consultant costs, including salaries, employee benefit costs, stock-based compensation expenses, lease expenses, university contribution expense, nanofabrication lab usage expense as well as depreciation and amortization expense for capitalized assets associated with these functions. We expense all research and development costs in the periods in which they are incurred.
Other Income (Expense)
Change in fair value of SAFE notes
We assessed the SAFEs as liabilities under ASC 480. We carry the SAFEs at their estimated fair value at issuance and remeasure the estimated fair value through earnings until settled. The SAFEs were settled in connection with the Merger.
Interest Income
Interest income consists of interest earned from the Company’s cash and cash equivalents.
| 23 |
Results of Operations
The three months ended June 30, 2026, compared to the three months ended June 30, 2025
| Three Months Ended June 30, | ||||||||||||
| 2026 | 2025 | $ Change | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | 696,635 | $ | 337,445 | $ | 359,190 | ||||||
| Research and development | 668,636 | - | 668,636 | |||||||||
| Total operating expenses | 1,365,271 | 337,445 | 1,027,826 | |||||||||
| Loss from operations | (1,365,271 | ) | (337,445 | ) | (1,027,826 | ) | ||||||
| Other income: | ||||||||||||
| Change in fair value of SAFE notes | - | 726,850 | (726,850 | ) | ||||||||
| Interest income | 237 | 12 | 225 | |||||||||
| Net (loss) income | $ | (1,365,034 | ) | $ | 389,417 | $ | (1,754,451 | ) | ||||
General and Administrative Expenses
General and administrative expenses were $696,635 for the three months ended June 30, 2026, compared to $337,445 in the same period of last year. The increase was primarily due to increase in public company costs, professional fees and payroll and compensation costs.
Research and Development Expenses
Research and development expenses were $668,636 for the three months ended June 30, 2026, compared to $0 in the same period of last year. The increase was primarily due to building out of the Company’s operations and research and development activities which included payments to third-party consulting services, employee compensation, and nanofabrication lab usage.
Change in fair value SAFE notes
We recognized a change in fair value of $0 related to the SAFE Notes for the three months ended June 30, 2026 versus $726,850 for the three months ended June 30, 2025. This change was mainly attributable to the Company’s SAFE notes that were in existence during 2025. Upon the Merger in September 2025, the SAFE notes were converted into common stock.
Interest Income
For the three months ended June 30, 2026, and 2025, Company recognized $237 and $12, respectively, of interest income related to certain cash and cash equivalents.
| 24 |
The six months ended June 30, 2026, compared to the six months ended June 30, 2025
| Six Months Ended June 30, | ||||||||||||
| 2026 | 2025 | $ Change | ||||||||||
| Operating expenses: | ||||||||||||
| General and administrative | $ | 1,501,998 | $ | 355,273 | $ | 1,146,725 | ||||||
| Research and development | 1,106,876 | - | 1,106,876 | |||||||||
| Total operating expenses | 2,608,874 | 355,273 | 2,253,601 | |||||||||
| Loss from operations | (2,608,874 | ) | (355,273 | ) | (2,253,601 | ) | ||||||
| Other income: | ||||||||||||
| Change in fair value of SAFE notes | - | (241,300 | ) | 241,300 | ||||||||
| Interest income | 410 | 821 | (411 | ) | ||||||||
| Net loss | $ | (2,608,464 | ) | $ | (595,752 | ) | (2,012,712 | ) | ||||
General and Administrative Expenses
General and administrative expenses were $1,501,998 for the six months ended June 30, 2026, compared to $355,273 in the same period of last year. The increase was primarily due to increase in public company costs and payroll and compensation costs.
Research and Development Expenses
Research and development expenses were $1,106,876 for the six months ended June 30, 2026, compared to $0 in the same period of last year. The increase was primarily due to building out of the Company’s operations and research and development activities which included payments to third-party consulting services, employee compensation, and nanofabrication lab usage.
Change in fair value SAFE notes
We recognized a change in fair value of $0 related to the SAFE Notes for the six months ended June 30, 2026 versus $241,300 for the six months ended June 30, 2025. This change was mainly attributable to the Company’s SAFE notes that were in existence during 2025. Upon the Merger in September 2025, the SAFE notes were converted into common stock.
Interest Income
For the six months ended June 30, 2026, and 2025, Company recognized $410 and $821, respectively, of interest income related to certain cash and cash equivalents.
LIQUIDITY AND CAPITAL RESOURCES
Source of Liquidity
Company has incurred net losses and negative cash flows from operations since its inception. Through June 30, 2026, Company has primarily funded its operations through the sale and issuance of SAFE notes, common stock and warrants. The Company’s current capital resources, consisting of cash and cash equivalents are expected to be sufficient to fund operations for at least the next twelve months from the issuance date of its condensed consolidated financial statements. Company’s future viability depends on its ability to generate cash from operating activities or to obtain additional capital to finance its operations. There can be no assurance that Company will be able to secure sufficient funding on acceptable terms, or at all, to continue its operations.
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Cash flows for the six months ended June 30, 2026 and 2025
| Six Months Ended June 30, | ||||||||
| 2026 | 2025 | |||||||
| Net cash used in operating activities | $ | (2,237,975 | ) | $ | (81,031 | ) | ||
| Net cash used in investing activities | (1,259,652 | ) | - | |||||
| Net cash provided by financing activities | 14,820,975 | 1,670,020 | ||||||
| Net increase in cash and cash equivalents | $ | 11,323,348 | $ | 1,588,989 | ||||
Operating Activities
Net cash used in operating activities was $2,237,975 for the six months ended June 30, 2026. Cash used in operating activities reflected the Company’s net loss of $2,608,464 and changes in operating assets and liabilities of $99,270 which was offset by noncash charges of $271,219 related to stock-based compensation and depreciation.
During the six months ended June 30, 2025, cash used in operating activities was $81,031. Cash used in operating activities reflected the Company’s net loss of $595,752, which was offset by noncash charges of $241,300 and $166,667, related to the change in fair value of SAFE notes and stock-based compensation, respectively and changes in operating assets and liabilities of $106,754.
Investing Activities
Net cash used in investing activities was $1,259,652 for the six months ended June 30, 2026, primarily due to the purchase of lab equipment.
There were no investing activities for the six months ended June 30, 2025.
Financing Activities
Net cash provided by financing activities was $14,820,975 for the six months ended June 30, 2026, primarily due to the proceeds from sale of common stock and warrants in private placement.
Net cash provided by financing activities was $1,670,020 for the six months ended June 30, 2025, primarily due to the proceeds from issuance of SAFE notes.
Contractual Obligations and Commitments
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
Critical Accounting Policies and Significant Judgements and Estimates
Management’s discussion and analysis of Company’s financial condition and results of operations is based on its financial statements, which have been prepared in accordance with generally accepted accounting principles in the United States of America. The preparation of these financial statements requires Company to make estimates and judgments that affect the reported amounts of assets and liabilities, and the disclosure of contingent assets and liabilities in its financial statements, as well as the reported expenses incurred during the reporting periods. Company bases its estimates on historical experience and on various other factors that Company’s management believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions and any such differences may be material.
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While Company’s significant accounting policies are described in more detail in Note 2 to its financial statements included elsewhere in this document, Company believes that the accounting policies discussed below are critical to understanding its historical and future performance, as these policies relate to the more significant areas that involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on its financial condition or results of operations.
Share-based compensation
The Company measures equity classified share-based awards granted to employees, non-employees and directors based on the estimated fair value on the date of grant and recognizes compensation expense of those awards over the requisite service period, which is the vesting period of the respective award. The Company accounts for forfeitures as they occur. For share-based awards with service-based vesting conditions, the Company recognizes compensation expense on a straight-line basis over the service period. The Company classifies share-based compensation expense in its statements of operations in the same manner in which the award recipient’s payroll costs are classified or in which the award recipient’s service payments are classified. Fair value is determined using a combination of the probability weighted expected return method and option pricing model. The Company’s share-based awards comprise of restricted stock awards (RSA) and stock options. The fair value of RSAs is measured based on the grant-date fair value of the restricted stock awards.
Stock options fair value is measured using the black scholes model and the model consists of the following inputs: the expected term of the stock options is estimated using the “simplified method” as the Company does not have sufficient historical information from which to develop reasonable expectations about future exercise patterns and post-vesting employment termination behavior for its stock option grants. The simplified method is the midpoint between the vesting period and the contractual term of the option. For stock price volatility, the Company uses comparable public companies as a basis for its expected volatility to calculate the fair value of option grants. The risk-free rate is based on the U.S. Treasury yield curve commensurate with the expected term of the option. The expected dividend yield is 0% because the Company has not historically paid, and does not expect, for the foreseeable future, to pay a dividend on its common stock.
Estimating the fair value of share-based award requires the input of subjective assumptions, including the estimated fair value of the Company’s common stock. The assumptions used in estimating the fair value of share-based awards represent management’s estimate and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.
Recent Accounting Pronouncements
See Note 2 to Company’s unaudited condensed consolidated financial statements found elsewhere in this document for a description of recent accounting pronouncements applicable to its financial statements.
Off-Balance Sheet Arrangements
We did not have any off-balance sheet arrangements as of June 30, 2026.
Quantitative and Qualitative Disclosures about Market Risks
Not applicable.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
The Company is a smaller reporting company and is not required to provide this information.
ITEM 4. CONTROLS AND PROCEDURES.
Disclosure Controls and Procedures
Our disclosure controls and procedures are designed to ensure that the information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure.
Our management, with the participation and supervision of our Chief Executive Officer and our Chief Accounting Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on such evaluation, our Chief Executive Officer and Chief Accounting Officer have concluded that as of such date, our disclosure controls and procedures were not, in design and operation, effective at a reasonable assurance level due to the material weaknesses in internal control over financial reporting described as follows. Because of our limited operations, we have a limited number of employees which prohibits a segregation of duties. In addition, we lack a formal audit committee with a financial expert. As we grow and expand our operations, we will engage additional employees and experts as needed. However, there can be no assurance that our operations will expand.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule 13a-15(d) and 15d-15(d) of the Exchange Act that occurred during the period covered by this Quarterly Report on Form 10-Q that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on the Effectiveness of Controls
The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.
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PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
We know of no active or pending legal proceedings against us, nor are we involved as a plaintiff in any proceedings or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any beneficial shareholder are an adverse party or has a material interest adverse to us.
ITEM 1A. RISK FACTORS.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On April 20, 2026, the Company entered into subscription agreements with certain accredited investors and sold in an 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 for an aggregate purchase price of $15,095,412, at a purchase price of $4.00 per Share.
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.
The Offering and sale of the Shares will be issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS.
Exhibit Number |
Description | |
| 31.1* | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 31.2* | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act | |
| 32.1* | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2* | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS* | Inline XBRL Instance Document | |
| 101.INS* | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB* | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
* Filed herewith
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| PALOMINO LABORATORIES INC. | ||
| Date: August 4, 2026 | By: | /s/ Jeffrey Shealy |
| Name: | Jeffrey Shealy | |
| Title: | President, Chief Executive Officer | |
| (Principal Executive Officer) | ||
| Date: August 4, 2026 | By: | /s/ Jason Tu |
| Name: | Jason Tu | |
| Title: | Chief Accounting Officer, Treasurer | |
| (Principal Financial and Accounting Officer) | ||
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