Palomino Laboratories Inc.

Item 3.02 Unregistered Sale of Equity Securities. As previously reported on the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 6, 2025, Palomino Laboratories Inc. (the “Company”), entered into subscription agreements (each a “Subscription Agreement”) with certain accredited investors and sold in a private placement offering an aggregate of 6,320,683 units (the “Units”) for an aggregate purchase price of $9,481,024.50, with a purchase price of $1.50 per Unit. Each Unit consists of (i) one share of Common Stock, and (ii) one warrant (“Warrant”) representing the right to purchase one share of Common Stock, exercisable from the issuance date until one (1) year after commencement of trading on an Approved Market (as defined in the Subscription Agreement), with an exercise price of $1.50 per share (such shares of Common Stock issuable upon the exercise of the Warrant, the “Warrant Shares”). On October 24, 2025, the Company and certain accredited investors mutually agreed to effect, and effected, an additional closing, with respect to 183,334 Units for gross proceeds of $275,001.00 (the “Offering”). The offering and sale of the Units, the shares of Common Stock and the Warrant Shares will be issued, in each case, without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) as a transaction not involving a public offering and Rule 506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state laws. In connection with the Offering, Laidlaw & Company (UK) Ltd. (the “Placement Agent”) was paid at closing (a) a cash commission of 10.0% of the aggregate gross purchase price (b) a non-allocable expense allowance equal to 2.0% of the aggregate gross purchase price, and (c) received 18,333 warrants (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $1.80 per share and a term of seven (7) years from the closing of the Offering and will be exercisable for cash or on a cashless net exercise basis. The description of the terms and conditions of the Subscription Agreement, Warrant and Placement Agent Warrant do not purport to be complete and are qualified in their entirety by the full text of forms of Subscription Agreement, Warrant and Placement Agent Warrant which are filed as exhibits 4.1, 4.2 and 10.9 hereto.