PALX 8-K
Palomino Laboratories Inc. (PALX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On July 14, 2026, Palomino Laboratories Inc., a Delaware corporation (the “Company”), entered into a binding letter of intent (this “Binding Letter of Intent”) with Vega Links, Inc. (“Vega”), a Delaware corporation engaged in the development and expansion of high-speed interconnect infrastructure critical to the advancement of artificial intelligence, with a focus on overcoming existing limitations in bandwidth capacity and transmission reach.
The Binding Letter of Intent establishes a framework pursuant to which the Company intends to acquire all of the issued and outstanding shares of capital stock of Vega (the “Acquisition”). The Binding Letter of Intent provides for an exclusivity period through September 30, 2026, during which the parties will conduct due diligence and negotiate definitive agreements. The transaction contemplates the exchange of 4,472,000 shares of the Company’s common stock, par value $0.0001 per share, for all of the issued and outstanding equity interests of Vega, representing 11,180,000 shares of common stock, par value $0.0001 per share and reflecting an exchange ratio of 1:2.5.
The Binding Letter of Intent is binding with respect to its provisions, including exclusivity through September 30, 2026, conduct of business restrictions on Vega, confidentiality, standstill obligations, due diligence cooperation and certain other customary provisions. The final acquisition, including the total consideration payable to Vega, representations and warranties, indemnification provisions and other material terms remain subject to due diligence, negotiation and execution of definitive agreements, and other applicable corporate, legal, accounting and securities compliance considerations. There can be no assurance that the parties will enter into definitive agreements or that any proposed transaction will be completed.
The foregoing description of the Binding Letter of Intent does not purport to be complete and is qualified in its entirety by reference to the full text of the Binding Letter of Intent, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On July 16, 2026, the Company issued a press release announcing its entry into a Binding Letter of Intent with Vega for the acquisition of all outstanding shares of Vega.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Binding Letter of Intent, dated July 14, 2026, by and between Palomino Laboratories Inc. and Vega Links Inc. | |
| 99.1 | Press release dated July 16, 2026 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 16, 2026 | PALOMINO LABORATORIES INC. | |
| By: | /s/Jeffrey B. Shealy | |
| Name: | Jeffrey B. Shealy | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
CONFIDENTIAL
Karthik Gopalakrishnan
Vega Links Inc.
Chief Executive Officer
313 Bryant Court
Palo Alto, CA 94301
Re: Binding Letter of Intent for Acquisition of VEGA LINKS, Inc.
Dear Karthik,
This binding letter of intent (this “Letter”), together with the term sheet attached hereto, sets forth our mutual understanding regarding the terms of an acquisition of Vega Links Inc. and its affiliate(s) (collectively “VLI”) by Palomino Laboratories Inc. (“PLI”) in a transaction structured as an acquisition of all of the issued and outstanding shares of capital stock of VLI by PLI (the “Acquisition”). It is understood that any such transaction includes our mutual agreement on terms, and the entering into by VLI and PLI (each, a “Party” and collectively, the “Parties”) of definitive documents for the Acquisition and neither Party shall have any obligations other than as explicitly set forth herein unless and until a definitive agreement is entered into by and between VLI and PLI.
1. Terms. Attached as Exhibit A to this Letter is a summary of the agreed upon terms of the Acquisition (“Term Sheet”). The Term Sheet does not purport to include all of the conditions, covenants, representations, warranties and other terms that will be contained in definitive documents for the Acquisition.
July 13th, 2026
Page - 2 -
2. Conduct of Business. Prior to the execution of any definitive agreements, VLI will conduct its business only in the ordinary course, consistent with past practice, and will use its reasonable commercial efforts to maintain the value of its business as a going concern. VLI will not, without PLI’s prior written consent, increase any compensation, benefit or severance arrangement for any consultant, employee or officer, acquire or dispose of any material asset, enter into any new material contracts or agreements, renegotiate any existing material contracts or agreements in association with VLI, or issue any equity.
3. Pre-Closing. Subject to execution of mutually satisfactory confidentiality agreements during the Due Diligence Period (as defined herein), VLI agrees to provide representatives of PLI, and its accounting, legal and other advisers, with reasonable access to VLI, its assets (tangible and intangible), books and records, contracts, consultants, employees and to all information that PLI reasonably requests. Pending closing of the transaction, except as may be required by law or regulation, including rules and regulations promulgated by the U.S. Securities and Exchange Commission, neither of the Parties will without the consent of the other Party make any announcement about such transaction to the public or disclose such information to any other person or entity, other than consultants, employees, agents and representatives of the Party on a “need to know” basis.
4. Exclusivity. In consideration of the time and resources that PLI and VLI will devote to seeking to negotiate mutually acceptable terms of an Acquisition, VLI agrees that from the date of this Letter until the execution of definitive agreement(s) (in any event no later than September 30th, 2026) (the “Exclusivity Period”), neither VLI, nor its directors, officers, employees, representatives or agents will, directly or indirectly, solicit or enter into or continue any discussions or transactions with, or provide any information to, or enter into any agreement or understanding with (and will immediately refrain from pursuing during the Exclusivity Period any such pending discussions with) any person or entity (other than PLI and its designees), any sale, merger or similar transaction involving all or any part of the assets or securities of VLI (regardless of the structure of such transaction, but excluding ordinary course transactions consistent with past practices and excluding the notes specified in section 6 below) (collectively “Alternative Transaction”). VLI shall notify PLI of any offer, indication of interest or request for non-public information in connection with a potential Alternative Transaction promptly (and in any event within 24 hours) following receipt of such offer, indication of interest or request and shall provide PLI a copy of all materials received in connection therewith and a summary of the material terms (including the identity of the person making such offer, indication of interest or request).
5. Standstill. During the Exclusivity Period, each of VLI and PLI agrees that neither it nor its directors, officers, employees, representatives, or agents, each of which is aware of the transaction, will, directly or indirectly purchase any stock of the other Party whether in a public or private transaction.
Confidential
July 13th, 2026
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6. The Acquisition includes due diligence and our negotiation and execution of definitive transaction documentation, each in form and substance satisfactory to the Parties, and approval by the Board of Directors of each party and shareholders of VLI. This Letter, including the Term Sheet shall be binding between the parties, and subject to a non-disclosure agreement to be executed by the Parties. This Letter may be signed in counterparts, all of which shall constitute the same agreement, and shall be governed by the substantive laws of California. This offer, unless accepted, will expire at 5:00 p.m. Pacific time, on July 15th, 2026. If the foregoing is in accordance with your understanding, please sign this Letter in the space indicated below and return it to me.
| Sincerely yours, | ||
| /s/ Jeff Shealy | ||
| Jeff Shealy | ||
| President and Chief Executive Officer |
| The foregoing is hereby agreed to and accepted: | |||
| Vega Links, Inc. | |||
| By: | /s/ Karthik Gopalakrishnan | ||
| Its: | Chief Executive Officer | ||
Confidential
EXHIBIT A
TERMS FOR ACQUISITION OF Vega Links Inc.
| Transaction: | Palomino Laboratories Inc., a Delaware corporation (“PLI”) would acquire all products, assets, technology, and related intellectual property of Vega Links Inc. (“VLI”), through the purchase of VLI in an all stock transaction by PLI (herein after defined as the “Acquisition”) subject to customary terms and conditions. | |
| Exchange of Stock: | The Acquisition would be paid with the following Stock consideration by PLI to VLI for the Acquisition, as follows:
4,472,000 shares of Palomino Common Stock, in exchange for all of VLI’s common stock issued and outstanding. Shareholders of VLI will receive Palomino Common Stock according to the initial table listing each VLI shareholder before and after closing the Acquisition. The initial table is subject to diligence and may be adjusted upon mutual agreement. | |
| Workforce Continuity: | The retention of certain VLI consultants is important to PLI. PLI will interview certain key consultants and evaluate hiring prior to signing. The completion of the Acquisition is subject to PLI’s ability to hire, upon mutually satisfactory terms, certain consultants of VLI that PLI determines to be key consultants and obtain from the key consultants agreements satisfactory to PLI and to such key consultants regarding ownership of inventions and developments, confidentiality, and non-competition.
PLI will determine those consultants that will not be given offers to join PLI in its sole discretion. | |
| Consulting Agreements: | Concurrently with the closing, certain key VLI consultants (as determined by PLI) would execute consulting agreements with PLI, incorporating terms and conditions as are acceptable to PLI and such consultants, including without limitation confidentiality and intellectual property transfer provisions.
All VLI consultants who become consultants of PLI would sign PLI’s standard form of proprietary information and inventions assignment agreement. |
| Confidential |
| A-1-1 |
| Due Diligence: | VLI shall cause its officers, directors, consultants, representatives, advisors and agents to cooperate with PLI in its due diligence review. In addition, VLI will provide PLI with such information and documentation as PLI may reasonably request in order to conduct its due diligence review. Due diligence will take place over thirty (30) days or until the execution of definitive agreements for the Acquisition (the “Due Diligence Period”). |
| Certain Covenants and Conditions to Closing: | a. | Execution of definitive agreements for the Acquisition following acceptable business, legal and accounting due diligence by the Parties. | |
| b. | Execution of mutually acceptable consulting agreements described above. | ||
| c. | The absence of any material breach of any representations and warranties or covenants by either Party. | ||
| d. | No material adverse change in the condition (financial, legal, technical, contractual, or otherwise) of either Party or in any information or representation provided by one Party to the other. | ||
| e. | Compliance with laws, including exemption or qualification under federal or state securities laws. | ||
| f. | Retention by PLI of sufficient VLI employees or consultants to maintain the VLI technology, products, and customers. | ||
| g. | All costs of downsizing or closing any facilities of VLI will be the sole responsibility of VLI, except as assumed by mutual agreement with PLI. | ||
| h. | All costs of transferring any VLI licensed rights to any third-party technology or intellectual property transferred to PLI will be the responsibility, including costs, of PLI. |
| Confidential |
| A-1-2 |
| i. | Receipt of all regulatory approvals as mutually agreed between PLI and VLI. | ||
| j. | Receipt of all material third party consents as determined mutually by PLI and VLI. | ||
| k. | Authorization by shareholder vote among VLI’s Board and common shareholders. |
| Definitive Agreement: | It is understood that the definitive agreement(s) will contain representations, covenants, warranties, and indemnities of VLI and PLI customary for transactions of this nature and size. These representations, warranties, and covenants would include, without limitation: representations and warranties concerning ownership, financial statements, intellectual property, litigation, the absence of any undisclosed liabilities, covenants requiring VLI to operate in the normal course of business, and indemnities by VLI for, among other things, breach of such representations or warranties, unidentified liabilities as well as third party claims against VLI. | |
| Representations would survive until (such date, the “General Reps Expiration Date”): twelve (12) months following the closing, except in the case of certain representations, including authorization, title, tax, employee benefits, and intellectual property representations (the “Specified Representations”) which would survive until applicable statutes of limitations lapse, and in the case of fraud or representations concerning ownership, which will survive in perpetuity. | ||
| Disclosure: | Neither PLI nor VLI will disclose to any third party that these discussions are taking place, or have taken place, until PLI issues a press release that is mutually agreed upon, after both parties have signed the Letter, disclosing the Acquisition. | |
| Indemnity: | VLI would agree to indemnify PLI for, among other things, breach of representations or warranties, unidentified liabilities, dissenters, and third-party claims including intellectual property claims and such other matters as are determined in the due diligence. Representations would survive until the General Reps Expiration Date other than the Specified Representations, which would survive until the applicable statute of limitations lapse, except in the case of fraud which will survive in perpetuity. |
| Confidential |
| A-1-3 |
| Fees and Expenses: | Each Party shall be responsible for their respective fees and expenses including financial adviser, broker, legal, accounting and other fees. | |
| Termination | This Letter can be terminated as follows: (a) by the mutual written agreement of the Parties; or (b) by either the PLI or VLI after the expiration of the Exclusivity Period. Any termination of this Letter pursuant to clause (b) above shall be pursuant to a written notice provided by the terminating Party to the other Party and, except as otherwise set forth in such notice, any termination in accordance with this paragraph shall be effective upon receipt of such written notice by the non-terminating Party. Upon termination of this Letter, all obligations and liabilities of the Parties under this Letter or otherwise related to the Acquisition will terminate. The termination of this Letter will not relieve any of the Parties of liability for such Party’s pre-termination breach of any of the terms of this Letter. | |
| Expected Timetable: | Signing of definitive agreement(s) no later than July 31st, 2026 or upon the Closing Date if a simultaneous sign and close is effected. | |
| Governing Law: | This Letter and the rights and obligations of the Parties hereunder will be governed by and construed under and in accordance with the laws of the State of California, without regard to any conflict of law rule or principle that would result in the application of any laws other than the laws of the State of California. |
| Confidential |
| A-1-4 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Palomino Laboratories Announces Binding LOI to Acquire Vega Links Inc. to Create a Next-Generation AI Interconnect Company
Transaction Highlights:
| (i) | Transforms Palomino beyond MicroLED optical interconnects into a comprehensive AI interconnect company spanning copper, MicroVCSEL and MicroLED data communication solutions; | |
| (ii) | Expand Palomino’s estimated addressable market by 10x—from approximately $6 billion to more than $60 billion; and | |
| (iii) | Expands Palomino’s engineering team and product development capabilities to deploy differentiated silicon and gallium nitride (GaN) integrated circuit solutions for AI data centers, robotics and space applications. |
GOLETA, Calif., July 16, 2026 – Palomino Laboratories, Inc. (OTCQB: PALX) (‘Palomino’ or the ‘Company’) today announced that it has signed a binding Letter of Intent (LOI) to acquire Vega Links Inc. in an all-stock transaction, subject to customary closing conditions.
Artificial intelligence (AI) infrastructure is undergoing one of the most significant architectural transitions in decades. The rapid growth of trillion-parameter AI models, accelerated computing and hyperscale AI factories is driving unprecedented demand for higher bandwidth, lower latency and dramatically improved power efficiency throughout the networking stack. Industry initiatives such as Ultra Ethernet, UALink™, scale-up and scale-in architectures, co-packaged optics (CPO), near-packaged optics (NPO), and next-generation optical I/O are reshaping how GPUs, CPUs, memory and networking systems communicate.
Management believes the combination of Palomino and Vega Links positions the Company to participate in this technology transition by offering complementary interconnect technologies across copper, MicroVCSEL and MicroLED-based optical interconnects. Rather than competing in a single connectivity technology, the combined company intends to address multiple layers of the AI interconnect ecosystem as customers optimize cost, power consumption, reach, bandwidth and latency.
Strategic Transaction Highlights
| ● | Transforms Palomino into a comprehensive AI interconnect company. |
| ● | Expands Palomino’s estimated addressable market by approximately 10x—from about $6 billion to more than $60 billion [1]. |
| ● | Adds world-class AI systems architecture, networking and product development skillsets to Palomino’s engineering team. |
| ● | Positions Palomino to participate in emerging AI networking trends including UALink™, scale-up and scale-in architectures, optical I/O, CPO and NPO, and |
| ● | Following the closing of this transaction, Palomino expects to appoint Karthik Gopalakrishnan as Chief Technology Officer (CTO) and Rajesh Radhamohan as Chief Product Officer (CPO). |
Jeffrey B. Shealy, Co-founder & CEO of Palomino Laboratories, said, “AI infrastructure is evolving at an extraordinary pace, and interconnect technology has become one of the defining challenges for next-generation computing. Customers are seeking the optimal combination of bandwidth, latency, power efficiency and cost across increasingly complex AI fabrics.” Mr. Shealy continued, “We believe combining Vega Links’ systems architecture expertise with Palomino’s optical innovations creates a differentiated AI interconnect platform capable of addressing customer challenges across multiple technologies. Our vision is to build a leading AI infrastructure company that enables the next generation of hyperscale AI deployments while advancing our long-term objective of qualifying for a Nasdaq listing.”
Karthik Gopalakrishnan added, “The future of AI networking will require close integration of system architecture, silicon and advanced interconnect technologies, such as GaN MicroLEDs. By joining forces with Palomino, we believe we can accelerate innovation and deliver compelling solutions for hyperscale cloud providers, AI infrastructure companies and enterprise customers.”
Industry Opportunity
The Company believes future AI clusters will rely on heterogeneous interconnect technologies rather than a single approach. Copper is expected to remain important for very short-reach applications, while optical technologies, including MicroVCSEL and MicroLED based solutions, are expected to play an increasingly important role as AI clusters continue to scale. Management believes this broader technology portfolio positions the Company to pursue opportunities across multiple segments of the rapidly expanding AI networking market.
[1] Sources: LightCounting Dec 2025 AEC/ACC report; LightCounting Apr 2026 Switch ASIC & Optics report, Company estimates.
About Palomino Laboratories
Palomino Laboratories is an artificial intelligence (AI) interconnect technology company headquartered in Goleta, California, developing next-generation connectivity solutions for the rapidly evolving AI infrastructure market. The Company’s product focus addresses AI interconnect solutions in the 0-to-50 meters range and includes: (i) silicon chipsets enhancing the speed of copper, (ii) silicon optical integrated circuits (IC’s) optimizing the performance of MicroVCSEL interconnects, and (iii) silicon and gallium nitride IC’s for MicroLED interconnects. Our chipsets enable high-bandwidth, low-latency, and energy-efficient data movement across AI systems. Palomino’s solutions are designed to support the growing performance demands of AI, high-performance computing (HPC), enterprise networking, hyperscale data centers and advanced robotics as increasingly intelligent systems require faster, more efficient, and more reliable data connectivity.
For more information, please visit www.palominolabs.ai.
Forward-Looking Statements
This release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and other statements that are predictive in nature, that depend upon or refer to future events or conditions. All statements other than statements of historical fact are statements that could be forward-looking statements. Forward-looking statements include words such as “expects,” “anticipates,” “intends,” “plans,” “could,” “believes,” “estimates” and similar expressions. These statements involve known and unknown risks, uncertainties and other factors which may cause actual results to be materially different from any future results expressed or implied by the forward-looking statements Forward-looking statements are subject to a number of risks and uncertainties, including, but not limited to, the factors listed under “Risk Factors” in the Company’s filings with the SEC, including Forms 10-K, 10-Q and 8-K. Investors are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this release. Except as may be required by law, the Company does not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.
For further information
Palomino Laboratories Inc.
Jeffrey B. Shealy, CEO
Email: [email protected]