Palomino Laboratories Announces Acquisition of Vega Links via Share Exchange

What Happened
Palomino Laboratories Inc. (PALX) announced it entered into and closed a Share Exchange Agreement with Vega Links, Inc. (VLI) and VLI’s stockholders on July 31, 2026. Under the agreement, the holders of all issued and outstanding VLI shares (11,180,000 shares) exchanged their equity for 4,472,000 shares of Palomino common stock (an exchange ratio of 1 VLI share = 0.4 PALX share). VLI is a developer of semiconductor integrated circuits for high‑speed interconnects. Palomino also assumed the stockholders’ existing VLI stock purchase agreements.

Key Details

• Transaction closed July 31, 2026; press release announcing the closing filed August 3, 2026 (Exhibit 99.1).
• 11,180,000 VLI shares were exchanged for 4,472,000 PALX shares (exchange rate = 0.4 PALX share per VLI share).
• Issued PALX shares were distributed in a private transaction under Section 4(a)(2) of the Securities Act and are subject to vesting schedules; certain stockholders face lock-up restrictions up to three years from PALX’s first OTC trading date (OTC:PALX).
• Palomino assumed the stock purchase agreements of VLI’s stockholders; the Share Exchange Agreement contains customary reps, warranties and covenants (filed as Exhibit 2.1).

Why It Matters
This transaction brings Vega Links’ semiconductor IP, products and related agreements into Palomino through an equity exchange, potentially expanding Palomino’s technology and product offering in high‑speed interconnects. For investors, the immediate, concrete effects are (1) issuance of 4,472,000 new Palomino shares to VLI stockholders and (2) transfer of VLI contractual rights to Palomino, with some newly issued shares subject to vesting and multi‑year lock-ups that may affect the company’s free float over time. The filing is informational and the exchange was completed as a private issuance rather than a public offering.