Palomino Laboratories Inc. 8-K

What Happened
Palomino Laboratories Inc. announced it completed a private placement of common stock in two closings, selling a total of 4,243,853 shares at $4.00 per share for aggregate gross proceeds of $16,975,412. The Initial Closing (reported April 24, 2026) covered 3,773,853 shares for $15,095,412; a Second Closing on April 30, 2026 added 470,000 shares for $1,880,000. The sales were made to accredited investors without registration under Section 4(a)(2) and Rule 506 of the Securities Act.

Key Details

• Total shares sold: 4,243,853 common shares at $4.00 per share.
• Total gross proceeds: $16,975,412 (Initial: $15,095,412; Second: $1,880,000).
• Placement agent: Laidlaw & Company (UK) Ltd.; cash fees paid at closing: 10% of gross proceeds from agent-introduced investors and 5% for company-introduced investors.
• Expense reimbursements: 2% of gross from Placement Agent-introduced investors and 1% from Company-introduced investors.
• Placement agent received 374,761 warrants exercisable for five years at $4.80/share (120% of the $4.00 price); warrants include weighted-average anti-dilution protection and are exercisable for cash.
• The form of the Placement Agent Warrants is filed as Exhibit 4.2; the Subscription Agreement form was previously filed as Exhibit 4.1.

Why It Matters
This transaction materially increases Palomino’s cash on hand (gross proceeds of ~$17.0M) which can fund operations or development, but also increases outstanding shares and creates potential future dilution from 374,761 placement-agent warrants. Placement-agent fees and reimbursements reduce net proceeds. Investors should note the offering was unregistered (private placement) and that the warrant exercise price and anti-dilution terms may affect future share count and ownership percentages.