The Goleta-based company pulled in roughly $17 million across two closings, with placement agent Laidlaw earning both cash fees and five-year warrants on the deal.

May 6, 2026

Palomino Laboratories Inc., a Delaware-incorporated company headquartered in Goleta, California, has wrapped up a private placement of common stock with a second and final closing executed on April 30, 2026. The additional tranche brought in roughly $1.88 million in gross proceeds, completing a capital raise that drew close to $17 million across two rounds.

The second closing involved 470,000 shares of common stock sold at $4.00 per share, matching the price used in the offering’s initial closing on April 24, 2026, which covered approximately 3.77 million shares for aggregate proceeds of about $15.1 million.

The shares were issued without registration under the Securities Act. Palomino relied on the Section 4(a)(2) exemption for transactions not involving a public offering, along with Rule 506 of Regulation D for sales to accredited investors. Comparable exemptions under applicable state laws were also invoked.

Placement Agent Compensation

Laidlaw & Company (UK) Ltd. served as placement agent for the offering. The agent’s compensation package included:

• A cash fee equal to 10 percent of gross proceeds delivered by investors introduced by Laidlaw, and 5 percent of gross proceeds delivered by investors introduced by Palomino itself.
• Non-allocable expense reimbursements of 2 percent and 1 percent on those respective categories of investors.
• Warrants to purchase 374,761 shares of common stock.

The placement agent warrants carry a five-year term running from the second closing and an exercise price of $4.80 per share — set at 120 percent of the lowest price paid by investors in the offering — and are exercisable only for cash. The instruments include weighted average anti-dilution protection, subject to customary carve-outs that cover issuances under Palomino’s 2025 Equity Incentive Plan.

Company Profile

Palomino, classified as an emerging growth company under SEC rules, is led by Chief Executive Officer Jeffrey B. Shealy, who signed the disclosure on behalf of the firm. Forms of the subscription agreement and placement agent warrants are listed as exhibits, with the warrant agreement attached to the latest submission and the subscription agreement incorporated by reference from the prior April 24 disclosure.