PALX — what changed in the latest 10-Q

Text added vs the prior filing · source: 10-Q · 2026-05-15

• 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…

• 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 a…

• 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 $0.0…

• 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 gros…

Text removed vs the prior filing · source: 10-Q · 2025-11-14

• On September 29, 2025, Unite and Private Palomino entered into the Merger Agreement, pursuant to which, among other things and subject to the satisfaction or waiver of the conditions set forth therein, the Merger was consummated. At the Effective Time of the Merger, Palomino survived as a wholly own…

• At the Effective Time, all outstanding shares of Private Palomino’s common stock were cancelled and automatically converted into shares of the Company’s common stock. Prior to the closing of the Offering the Company’s board of directors adopted an equity incentive plan reserving a number of shares o…

• The sole holder of common stock of the Company prior to the Merger, Lucius Partners, retained 4,000,000 shares of common stock after the Merger, following cancellation of 1,000,000 shares of common stock. The Merger Agreement contained customary representations and warranties and pre- and post-closi…

• Immediately following the effective time of the Merger, we issued, in a private placement offering, 5,344,623 Units, for an aggregate purchase price of approximately $8.0 million, at a purchase price of $1.50 per Unit, with each Unit consisting of (i) one share of common stock, (ii) a Warrant Share.

• In connection with the Offering, the Placement Agent (a) was paid at each closing from the Offering proceeds a total cash commission of 10.0% of the aggregate gross purchase price paid by purchasers in the Offering at that closing, (b) was paid at each closing from the Offering proceeds a total non-…