Palomino Labs Seeks Approval to Expand Equity Plan to 15% of Shares Outstanding
PALX has more than doubled off its 52-week low of $4.
Summary
Palomino Laboratories' preliminary proxy seeks shareholder approval to expand its equity incentive plan reserve to the greater of 10 million shares or 15% of outstanding shares, and discloses new performance-based RSU grants to executives and directors tied to a Nasdaq listing and revenue or funding milestones.
Key Events · Corporate Governance and Compliance · PALX
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Equity Plan Amendment Proposed
Proposal Three would amend the 2025 Equity Incentive Plan to increase the share reserve to the greater of 10,000,000 shares or 15% of issued and outstanding shares on an as-converted basis, replacing the prior 4% evergreen provision.
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Potential Dilution from Expanded Reserve
With 27,636,539 shares outstanding as of the September 23, 2026 record date, the 15% threshold would authorize approximately 4.1 million additional shares for future equity grants.
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Performance-Based RSU Grants Disclosed
On September 22, 2026, the Board granted 900,000 RSUs to CEO Jeffrey Shealy, 100,000 to Jason Tu, and 200,000 each to directors DenBaars and Ogawa, all contingent on achieving $10 million in booked orders or $40 million in funding plus a Nasdaq or NYSE listing by December 31, 2027.
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Auditor Ratification Sought
Shareholders are asked to ratify KNAV CPA LLP as independent auditor for fiscal 2026; the firm received $197,950 in total fees for fiscal 2025.
Analysis · PALX · Manufacturing
The proxy statement asks shareholders to approve an amendment that would increase the 2025 Equity Incentive Plan reserve to the greater of 10 million shares or 15% of outstanding shares on an as-converted basis, replacing the prior 4% evergreen formula. With 27.6 million shares outstanding, the 15% threshold would authorize roughly 4.1 million shares for future grants — a meaningful expansion of potential dilution for a pre-revenue company that reported a $2.6 million quarterly loss and material weaknesses in financial controls. The filing also discloses September 22, 2026 performance-based RSU grants to the CEO and directors totaling 1.4 million shares, all contingent on achieving $10 million in booked orders or $40 million in funding plus a Nasdaq or NYSE listing by December 31, 2027. The equity plan amendment and the new RSU grants are the first public disclosure of these compensation arrangements.
How filings like this one have moved
In the 30 days to Oct 3, 2026, 28.8% of the 1640 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.58%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, PALX was trading at $17.10 on OTC in the Manufacturing sector. The 52-week trading range was $4.00 to $18.10. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.