Overview
- TickerPALX on OTC1
- IndustrySemiconductors & Related Devices1
- HeadquartersGoleta, California1
- Incorporated inDE2
- Business address130 Castilian Drive, Suite 102, Goleta, Ca 931172
- Filer category, Emerging growth company2
- Legal formCorporation
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September 29, 2025, Unite, through its wholly owned subsidiary Palomino Acquisition Co., consummated the Merger with Private Palomino.3 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| General and administrative | $2.7M | $6.1K |
| Total operating expenses | $2.7M | $6.1K |
| Loss from operations | -$2.7M | -$6.1K |
| Change in fair value of SAFE notes | -$461.3K | -$13.6K |
| Interest income | $890 | $3.5K |
| Net loss | -$3.2M | -$16.2K |
| Net loss per common share - basic | -$0.47 | -$0.01 |
| Net loss per common share - diluted | -$0.47 | -$0.01 |
| Weighted average common shares outstanding - basic | 6.7M shares | 1.5M shares |
| Weighted average common shares outstanding - dilutive | 6.7M shares | 1.5M shares |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 5 fiscal years (annual) or 5 quarters (quarterly), latest first.5
| Period ending | 2025-12-31 | 2025-09-30 | 2024-12-31 | 2024-03-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $8.1M | $134.7K | |||
| Prepaids and other current assets | $312.7K | $3.5K | |||
| Total current assets | $8.4M | $138.1K | |||
| Total assets | $8.4M | $138.1K | |||
| Accounts payable | $55.7K | $3.3K | |||
| Accrued expense and other liabilities | $280.8K | ||||
| Shareholder note | $3.1K | ||||
| Total current liabilities | $336.5K | $6.4K | |||
| SAFE notes | $150.0K | ||||
| Total liabilities | $336.5K | $156.4K | |||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 18,770,686 and 4,500,000 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | $1.9K | $450 | |||
| Additional paid-in capital | $11.3M | -$390 | |||
| Accumulated deficit | -$3.2M | -$18.4K | |||
| Total stockholders equity (deficit) | $8.1M | -$18.3K | -$18.3K | -$2.1K | |
| Total liabilities and stockholders equity (deficit) | $8.4M | $138.1K | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |||
| Common stock, shares issued | 18.8M shares | 4.5M shares | |||
| Common stock, shares outstanding | 18.8M shares | 4.5M shares |
| Period ending | 2025-12-31 | 2025-09-30 | 2024-12-31 | 2024-03-31 | 2023-12-31 |
|---|---|---|---|---|---|
| Cash and cash equivalents | $8.1M | $134.7K | |||
| Prepaids and other current assets | $312.7K | $3.5K | |||
| Total current assets | $8.4M | $138.1K | |||
| Total assets | $8.4M | $138.1K | |||
| Accounts payable | $55.7K | $3.3K | |||
| Accrued expense and other liabilities | $280.8K | ||||
| Shareholder note | $3.1K | ||||
| Total current liabilities | $336.5K | $6.4K | |||
| SAFE notes | $150.0K | ||||
| Total liabilities | $336.5K | $156.4K | |||
| Common stock, $0.0001 par value; 300,000,000 shares authorized; 18,770,686 and 4,500,000 shares issued and outstanding at December 31, 2025 and December 31, 2024, respectively | $1.9K | $450 | |||
| Additional paid-in capital | $11.3M | -$390 | |||
| Accumulated deficit | -$3.2M | -$18.4K | |||
| Total stockholders equity (deficit) | $8.1M | -$18.3K | -$18.3K | -$2.1K | |
| Total liabilities and stockholders equity (deficit) | $8.4M | $138.1K | |||
| Preferred stock, par value | $0.00 | $0.00 | |||
| Preferred stock, shares authorized | 10.0M shares | 10.0M shares | |||
| Preferred stock, shares issued | 0 shares | 0 shares | |||
| Preferred stock, shares outstanding | 0 shares | 0 shares | |||
| Common stock, par value | $0.00 | $0.00 | $0.00 | ||
| Common stock, shares authorized | 300.0M shares | 300.0M shares | |||
| Common stock, shares issued | 18.8M shares | 4.5M shares | |||
| Common stock, shares outstanding | 18.8M shares | 4.5M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.5
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$3.2M | -$16.2K |
| Stock-based compensation related to employees and non-employees | $1.4M | |
| Change in fair value of SAFE notes | $461.3K | $13.6K |
| Prepaids and other current assets | -$309.2K | -$3.5K |
| Accounts payable and accrued expenses | $284.4K | $1.2K |
| Net cash used in operating activities | -$1.3M | -$4.9K |
| Proceeds from issuance of SAFE notes | $1.7M | |
| Proceeds from issuance of common stock and warrants in private placement | $9.8M | |
| Repayment of LPOF Note | -$349.2K | |
| Repayment of shareholder note | -$3.1K | |
| Payment of offering costs related to private placement | -$1.8M | |
| Proceeds from issuance of restricted stock awards | $20 | |
| Net cash provided by financing activities | $9.3M | |
| Net increase in cash and cash equivalents | $8.0M | -$4.9K |
| Recapitalization of Unite Acquisition 3 Corp. accumulated deficit at time of the exchange | -$398.1K | |
| Conversion of SAFE notes | $2.3M | |
| Common stock cancelled at the time of the exchange | $100 |
No quarter-by-quarter statement was filed.
Corporate structure
Palomino Laboratories Inc. sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of Palomino Laboratories Inc.
- Richard Ogawa Filed SCHEDULE 13D/A on Palomino Laboratories Inc., latest Aug 21, 2026 (2 filings since Oct 8, 2025)
- Jeffrey Shealy Filed SCHEDULE 13D on Palomino Laboratories Inc., latest Oct 27, 2025
- Steven Denbaars Filed SCHEDULE 13D on Palomino Laboratories Inc., latest Oct 7, 2025
- Lucius Partners LLC Filed SCHEDULE 13D/A on Palomino Laboratories Inc., latest Oct 6, 2025 (2 filings since Oct 6, 2025)
- Palomino Laboratories Inc. Goleta, California
Built from major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What Palomino Laboratories Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $8.1M5 Dec 31, 2025 | $134.7K5 Dec 31, 2024 | +5931.2% |
Properties, in its own words
Palomino is headquartered at 130 Castilian Drive, Suite 102, Goleta, California 93117. On November 26, 2025, the Company entered into a lease agreement for approximately 2,754 square feet of office space (the “Castilian Lease”). The Castilian Lease commenced on January 1, 2026 and expires on December 31, 2028 (with an option to extend for one 36 month term). The Castilian Lease has a term of 36 months. Monthly rent under the Castilian Lease is $6,058 for months 1 through 12, $6,241 for months 13 through 24, and $6,428 for months 25 through 36.
The Company believes that its current office facilities are adequate for its immediate and near-term operational needs.
Item 2 of the 10-K filed Mar 31, 2026.3
Leadership
Who has led Palomino Laboratories Inc., and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
- Chief executive officerJeffrey Shealy Oct 27, 2025 to now9
- Chief executive officerNathan P. Pereira Nov 30, 2023 to Nov 30, 202310
- PresidentJeffrey Shealy Oct 27, 2025 to now9
- PresidentNathan P. Pereira Nov 30, 2023 to Nov 30, 202310
- Chief financial officerNathan P. Pereira Nov 30, 2023 to Nov 30, 202310
Board members and other officers (6)
- Chief Accounting OfficerJason Tu Oct 9, 2025 to now11
- SecretaryRichard Ogawa Oct 9, 2025 to now12
- Board memberRichard Ogawa Oct 9, 2025 to now12
- Board memberSteven Denbaars Oct 9, 2025 to now13
- Board memberJeffrey Shealy Oct 27, 2025 to now9
- Board memberNathan P. Pereira Nov 30, 2023 to Nov 30, 202310
Named in SEC Form D filings
People the company listed in its private-offering notices.
- Executive Officer, Director, PromoterNathan Pierra named Oct 14, 202514
Former names
- Unite Acquisition 3 Corp.Aug 10, 2023 to Aug 29, 20252
Timeline
- Oct 14, 20268-K Financial statements and exhibits15
- Aug 5, 20268-K Entered a material agreement; Completed an acquisition or sale; Regulation FD disclosure16
- Jul 16, 20268-K Entered a material agreement; Regulation FD disclosure17
- May 5, 20268-K Unregistered sale of shares18
- Apr 24, 20268-K Entered a material agreement; Unregistered sale of shares19
- Apr 9, 20268-K Other events20
- Oct 30, 20258-K Unregistered sale of shares21
- Oct 27, 2025New chief executive Jeffrey Shealy becomes CEO9
- Oct 6, 20258-K Entered a material agreement; Completed an acquisition or sale; Unregistered sale of shares22
- Nov 30, 2023New chief executive Nathan P. Pereira becomes CEO10
Filings
52 filings to the SEC since October 2021: 3 annual reports, 9 quarterly reports, 8 major events, 10 insider forms, 6 large holders, 2 private raises, 14 other. The latest 20:
- Oct 14, 20268-K/A EDGAR
- Oct 8, 2026DEF 14A EDGAR
- Sep 28, 2026PRE 14A EDGAR
- Aug 21, 2026SCHEDULE 13D/A EDGAR
- Aug 5, 20268-K EDGAR
- Aug 5, 202610-Q EDGAR
- Aug 4, 20264 EDGAR
- Jul 16, 20268-K EDGAR
- May 15, 202610-Q EDGAR
- May 5, 20268-K EDGAR
- May 1, 2026D EDGAR
- Apr 24, 20268-K EDGAR
- Apr 20, 20264 EDGAR
- Apr 20, 20264 EDGAR
- Apr 9, 20268-K EDGAR
- Mar 31, 202610-K EDGAR
- Feb 12, 2026424B3 EDGAR
- Feb 9, 2026EFFECT EDGAR
- Feb 5, 2026CORRESP EDGAR
- Jan 23, 2026S-1 EDGAR
The 52 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
2 open-market trades by officers, directors and large owners since October 2021: 2 buys and 0 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Apr 20, 2026 | Ogawa RichardSecretary | Buy | 12,500 | $4.00 | $50.0K | Form 4 |
| Apr 20, 2026 | Denbaars StevenDirector | Buy | 12,500 | $4.00 | $50.0K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Richard OgawaSCHEDULE 13D/A, 2 filings Oct 8, 2025 to Aug 21, 202623
- Jeffrey ShealySCHEDULE 13D, 1 filing Oct 27, 202524
- Steven DenbaarsSCHEDULE 13D, 1 filing Oct 7, 202525
- Lucius Partners LLCSCHEDULE 13D/A, 2 filings Oct 6, 202526
Money raised
Private offerings the company reported to the SEC on Form D.
SEC filer profile
How Palomino Laboratories Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARPalomino Laboratories Inc.1
- CIK0001938569
- Employer ID (EIN)88-16196193
- Filer statusNon-accelerated filer an emerging growth company; a smaller reporting company; a shell company3
- Incorporated inDelaware3
- Fiscal year endsDecember 311
- Industry code (SIC)3674 Semiconductors & Related Devices1
- SEC reviewing officeOffice of Manufacturing, Division of Corporation Finance1
- Business address130 Castilian Drive, Suite 102, Goleta, CA 931171
- Phone(917) 200-37341
- Shares outstanding27,636,539 as of Aug 4, 20267
- Public float$0 as of Jun 30, 20255
- AuditorKNAV CPA LLP, Atlanta, Georgia PCAOB ID 2983; no auditor attestation of internal control over financial reporting3
- On EDGAR sinceAug 10, 20231
- Filings52 in all: 10-Q (9), 4 (8), 8-K (7), SCHEDULE 13D (4), 10-K (3), UPLOAD (3), 3 (2), CORRESP (2)1
All 20 form types
D (2), SCHEDULE 13D/A (2), 10-12G (1), 10-12G/A (1), 424B3 (1), 8-K/A (1), DEF 14A (1), DRS (1), EFFECT (1), PRE 14A (1), S-1 (1), SC 14F1 (1)
- Latest filingsAnnual report (10-K) Mar 31, 2026
Quarterly report (10-Q) Aug 5, 2026
Proxy statement (DEF 14A) Oct 8, 2026
Latest 8-K (8-K) Aug 5, 2026
Risk factors and legal proceedings
The risks Palomino Laboratories Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 34 risks under these headings, as written.3
- Risks Related to Our Business and Industry
- Changes in government trade policies, including the imposition of tariffs and export restrictions, could have an adverse impact on our business operations and sales.
- We operate in the optical communications and photonics segments of the semiconductor industry, which are cyclical and subject to significant downturns.
- Our revenue growth and gross margin are substantially dependent on our successful development and commercialization of new optical transceiver products based on our proprietary microLED technology.
- The outcome of any litigation in which we are involved in is unpredictable and an adverse decision in any such matter could subject us to damage awards and lower the market price of our stock.
- We may fail to successfully acquire or integrate new businesses, products, and technology, and we may not realize expected benefits, resulting in harm to the business.
- System security and data breaches, cyber-attacks and other related cyber security incidents could disrupt our internal operations and/or supply chain, result in the loss of our, our customers’, and our suppliers’ proprietary and confidential information, adversely impact our reputation and business, and result in potentially significant expenses, costs, liabilities and other negative consequences, any or all of which could adversely affect results of operations and our stock price.
- Because we operate a fabless business model, we may not be eligible for certain U.S. government incentives and tax credits offered to promote domestic semiconductor production.
- We operate in intensely competitive markets. Our failure to compete effectively would harm our results of operations.
- Costs related to defective products could have a material adverse effect on us.
- If we fail to maintain effective internal control over financial reporting, or if we identify material weaknesses in the future, our ability to produce accurate and timely consolidated financial statements could be impaired, which may adversely affect investor confidence in our company and the value of our securities.
- We have generated no revenue from commercial sales to date and our future profitability is uncertain.
The other 23 risks
- We have limited access to the capital markets and even if we can raise additional funding, we may be required to do so on terms that are dilutive to you.
- We may, in the future, seek to enter into collaborations with third parties for the development and commercialization of our technologies. If our collaborators cease development efforts under our collaboration agreements, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive milestone payments or future royalties under these agreements.
- Our products are in the early stages of development.
- We currently have no sales and marketing organization. If we are unable to establish satisfactory sales and marketing capabilities and/or secure a sales and marketing partner, we may not successfully commercialize our products.
- If we fail to attract, hire and retain qualified personnel, we may not be able to develop, market, or sell our products or successfully manage our business.
- We are currently dependent upon our only key executives.
- We may have conflicts with our partners that could delay or prevent the development or commercialization of our product.
- Risks Related to Our Intellectual Property
- We may incur liabilities for claims of intellectual property infringement relating to our products.
- Our limited ability to protect our proprietary information and technology may adversely affect our ability to compete.
- Certain of our products will incorporate technology licensed or acquired from third parties and we expect our products in the future to also require technology from third parties.
- Our ability to protect and enforce our patents any patents we may obtain does not guarantee that we will secure the right to commercialize such patents.
- Any inability to protect intellectual property rights in the United States and foreign countries could limit our ability to manufacture or sell products.
- If we or our third-party suppliers are found to be infringing patents or trade secrets owned by others, we may be forced to cease or alter our product development efforts, obtain licenses to continue the development or sale of our products, and/or pay damages.
- Other parties may claim that we infringe their intellectual property or proprietary rights, which could cause us to incur significant expenses or prevent us from selling our semiconductor products.
- We are obligated to develop and maintain proper and effective internal control over financial reporting. If we fail to develop and maintain an effective system of disclosure controls and internal control over financial reporting, our ability to produce timely and accurate consolidated financial statements or comply with applicable laws and regulations could be impaired. In addition, the presence of material weaknesses increases the risk of material misstatement of the consolidated financial statements.
- Risks Relating to Our Common Stock
- The price of our Common Stock may be volatile and may be influenced by numerous factors, some of which are beyond our control.
- You may experience dilution of your ownership interests because of the future issuance of additional shares of our Common Stock or preferred stock or other securities that are convertible into or exercisable for our Common Stock or preferred stock.
- Our Common Stock may be deemed a “penny stock” which may reduce the value of an investment in the stock.
- The sales practice requirements of the Financial Industry Regulatory Authority’s (“FINRA”) may limit a stockholder’s ability to buy and sell our Common Stock.
- Our operating results for a particular period may fluctuate significantly or may fall below the expectations of investors or securities analysts, each of which may cause the price of our Common Stock to fluctuate or decline.
- Issuance of stock to fund our operations may dilute your investment and reduce your equity interest.
- We do not anticipate paying any cash dividends on our common stock in the foreseeable future therefore capital appreciation, if any, of our Common Stock will be your sole source of gain for the foreseeable future.
- The Company qualifies as an “emerging growth company.” The reduced public company reporting requirements applicable to emerging growth companies may make the Common Stock less attractive to investors.
Legal proceedings
We have no knowledge of any material, active, pending or threatened proceeding against us or our subsidiaries, nor are we, or any subsidiary, involved as a plaintiff or defendant in any material proceeding or pending litigation.
The opening of Item 3, Legal Proceedings.3
Sources
The numbers on this page point here. Each one links to the record it came from.
- 1
- 2
- 3
- 4
- 5
- 6
- 7
- 8
- 9
- 10
- 11SEC EDGARJason Tu, Chief Accounting Officer
- 12SEC EDGARRichard Ogawa, Secretary
- 13SEC EDGARSteven Denbaars, Board member
- 14
- 15SEC EDGARFinancial statements and exhibits
- 16
- 17
- 18SEC EDGARUnregistered sale of shares
- 19
- 20SEC EDGAROther events
- 21SEC EDGARUnregistered sale of shares
- 22
- 23
- 24
- 25
- 26