Form 8-K Palomino Laboratories For: Jul 31

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August 5, 2026 11:16 AM EDT

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2026

PALOMINO LABORATORIES INC.

(Exact name of registrant as specified in its charter)

Delaware	000-56582	88-1619619
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

130 Castilian Drive, Suite 102, Goleta, CA		93117
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (704) 756-2981

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2026, Palomino Laboratories Inc., a Delaware corporation (the “Company”), entered into a certain Share Exchange Agreement and Plan of Reorganization (the “Share Exchange Agreement”), by and among the Company, Vega Links, Inc. (“VLI”) and the stockholders as listed on Schedule A attached thereto (the “Stockholders”), pursuant to which, the Stockholders, who directly owned all of the issued and outstanding equity interests of VLI amounting to 11,180,000 shares of common stock (the “Shares”), exchanged all the Shares for 4,472,000 shares of the common stock, par value $0.0001 per share (the “Company Stock”) of the Company (the “Acquisition”), resulting in an exchange rate of one Share being equal to 4/10 of one share of the Company Stock. VLI is a developer of semiconductor integrated circuits for high speed interconnects.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Pursuant to the Share Exchange Agreement, at the closing, the Company acquired the Shares in exchange for 4,472,000 shares of Company Stock and assumed the Stockholders’ existing stock purchase agreements with VLI. The shares of Company Stock issued to the Stockholders are subject to certain vesting schedules pursuant to the terms of the Share Exchange Agreement, and certain Stockholders are subject to lock-up restrictions of up to three (3) years from the first trading date of the Company Stock on the OTC markets under the symbol OTC:PALX. The shares of Company Stock were issued to the Stockholders in a private transaction not involving any public offering, pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (“Securities Act”).

The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference. The Share Exchange Agreement governs the contractual rights between the parties in relation to the transactions contemplated thereby and contains customary representations and warranties and pre- and post-closing covenants of each party. The Share Exchange Agreement is not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company or VLI. The Share Exchange Agreement is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto only to provide investors with information regarding the terms and conditions of the Share Exchange Agreement, and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or VLI or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission.

This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 7.01 Regulation FD Disclosure.

On August 3, 2026, the Company issued a press release announcing its entry into a Share Exchange Agreement, and the simultaneous closing of the transaction, with VLI for the acquisition of all outstanding shares of VLI.

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
2.1		Share Exchange Agreement and Plan of Reorganization, dated July 31, 2026, by and among the Company, VLI and the stockholders as listed on Schedule A attached thereto

99.1		Press release dated August 3, 2026

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

-2-

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.