Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Palomino Laboratories Inc. (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
000000000 (CUSIP Number) |
Matthew Eitner Lucius Partners LLC, 12 E. 49th Street 11th Floor New York, NY, 10017 212-953-4900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/09/2023 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Matthew Eitner | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
The reported amount includes the Reporting Persons beneficial ownership as of October 9, 2023, the date of which triggered the obligation to file this Schedule 13D. Subsequent to October, 9, 2023, pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of September 29, 2025, and pursuant to the terms of a stock cancellation agreement, the Reporting Person voluntarily surrendered and cancelled for no consideration 1,000,000 shares of Issuer's common stock in connection with the consummation of the Merger on September 29, 2025.
SCHEDULE 13D
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| CUSIP No. | 000000000 |
| 1 |
Name of reporting person
Lucius Partners LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
5,000,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
100 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
The reported amount includes the Reporting Persons beneficial ownership as of October 9, 2023, the date of which triggered the obligation to file this Schedule 13D. Subsequent to October, 9, 2023, pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of September 29, 2025, and pursuant to the terms of a stock cancellation agreement, the Reporting Person voluntarily surrendered and cancelled for no consideration 1,000,000 shares of Issuer's common stock in connection with the consummation of the Merger on September 29, 2025.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share |
| (b) | Name of Issuer:
Palomino Laboratories Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
313 Bryant Court, Palo Alto,
CALIFORNIA
, 94301. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being jointly filed by Lucius Partners, LLC and Matthew Eitner (collectively, the "Reporting Persons"). Matthew Eitner, as the Managing Member, of Lucius Partners, LLC, has the power to vote and dispose of the securities reported herein. |
| (b) | The address of the Reporting Persons is 12 E. 49th Street, 11th Floor, New York, NY 10017. |
| (c) | Lucius Partners, LLC is a limited liability company engaged in investment activities. Matthew Eitner is the Managing Member of Lucius Partners, LLC. |
| (d) | During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Lucius Partners, LLC is Delaware limited liability company. Matthew Eitner is a United States citizen. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The securities were acquired by Lucius Partners, LLC using working capital to purchase 5,000,000 shares of Common Stock at a price of $0.0001 per share, for a total purchase price of $500 on March 10, 2022. | |
| Item 4. | Purpose of Transaction |
The Reporting Persons acquired beneficial ownership of the securities reported herein for investment purposes. The Reporting Persons may engage in discussions with management, the board, or other shareholders regarding the Issuer's operations, governance, or strategic alternatives. The Reporting Persons may acquire additional securities of the Issuer or dispose of securities depending on market conditions and other factors. Except as set forth above, the Reporting Persons do not have any current plans or proposals which would result in any of the matters listed in Item 4(a) - (j) of Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Persons beneficially own an aggregate of 5,000,000 shares of Common Stock representing approximately 100% of the Issuer's outstanding shares of Common Stock issued and outstanding as of August 7, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 7, 2025. The reported amount includes the Reporting Persons beneficial ownership as of October 9, 2023, the date of which triggered the obligation to file this Schedule 13D. Subsequent to October, 9, 2023, pursuant to the terms of an Agreement and Plan of Merger and Reorganization, dated as of September 29, 2025, and pursuant to the terms of a stock cancellation agreement, the Reporting Person voluntarily surrendered and cancelled for no consideration 1,000,000 shares of Issuer's common stock in connection with the consummation of the Merger on September 29, 2025. |
| (b) | Lucius Partners, LLC holds direct beneficial ownership of the shares. Matthew Eitner, as the Managing Member of Lucius Partners, LLC, may be deemed to share voting and dispositive power over such shares. |
| (c) | Other than the transaction described herein, the Reporting Persons have not engaged in any transactions in the securities of the Issuer during the past 60 days. |
| (d) | No person other than the Reporting Persons has the right to receive or power to direct the receipt of dividends or proceeds from the sale of the securities described herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 1 - Joint Filing Agreement, dated October 6, 2025, by and between Lucius Partners, LLC and Matthew Eitner. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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