Richard Ogawa - Sep 29, 2025 Form 4 Insider Report for Palomino Laboratories Inc.

Role: Secretary, Director
Signature: /s/ Richard Ogawa
Transactions as of: Sep 29, 2025
Transactions value $: $150,000
Form type: 4
Date filed: 10/9/2025, 03:34 PM
Previous filing: Oct 2, 2024
SEC: View on sec.gov

Reporting Owners (1)

Name	Relationship	Address	Signature	Signature date	CIK
Ogawa Richard	Secretary, Director	313 BRYANT COURT, PALO ALTO,	/s/ Richard Ogawa	2025-10-09	0001568078

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction		Common Stock	Other		+1.63M	+1300%		1.75M	Sep 29, 2025	Direct	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction		Warrants	Sale	$150K	+125K		$1.20	125K	Sep 29, 2025	Common Stock	125K	$1.50	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Per the terms of an Agreement and Plan of Merger , dated September 29, 2025, Palomino Acquisition Co., a subsidiary of Issuer, merged into Rhino Subsidiary Inc. (f/k/a Palomino Laboratories Inc., "Pre-Merger Palomino"). Mr. Ogawa, as a shareholder of Pre-Merger Palomino, received 1,500,000 shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock") in exchange for his Pre-Merger Palomino shares. On September 29, 2025, Issuer closed a private placement offering and, in connection therewith, Mr. Ogawa converted his SAFEs into 125,000 Units in the offering at a price of $1.20 per Unit. Each Unit consists of one share of the Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $1.50. The warrants expire on the first anniversary of the date the Common Stock is admitted for trading or listed on an Approved Market (as defined in the warrant agreement).

Content

Per the terms of an Agreement and Plan of Merger , dated September 29, 2025, Palomino Acquisition Co., a subsidiary of Issuer, merged into Rhino Subsidiary Inc. (f/k/a Palomino Laboratories Inc., "Pre-Merger Palomino"). Mr. Ogawa, as a shareholder of Pre-Merger Palomino, received 1,500,000 shares of common stock, par value $0.0001 per share, of Issuer ("Common Stock") in exchange for his Pre-Merger Palomino shares. On September 29, 2025, Issuer closed a private placement offering and, in connection therewith, Mr. Ogawa converted his SAFEs into 125,000 Units in the offering at a price of $1.20 per Unit. Each Unit consists of one share of the Common Stock and one warrant to purchase one share of Common Stock at an exercise price of $1.50. The warrants expire on the first anniversary of the date the Common Stock is admitted for trading or listed on an Approved Market (as defined in the warrant agreement).