Polomar Health Services, Inc.
Filed Sep 15, 2025.
View on SEC.govAbout this filing
A company's registration of shares for sale to the public, often for a first offering. It describes the business, its risks and how the company plans to use the money.
period unavailable · Filed Sep 15, 2025
Contents
Cover page
Show cover page
As filed with the U.S. Securities and Exchange Commission on September 15, 2025
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Polomar Health Services, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-56555 | 86-1006313 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification Number) |
32866 US Hwy. 19 N
**Palm Harbor, FL 34684 **
(727) 425-7575
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Terrence M. Tierney
President
Polomar Health Services, Inc.
32866 US Hwy. 19 N
Palm Harbor, FL 34684
(727) 425-7575
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Stephen E. Fox, Esq.
Samantha M. Guido, Esq.
Ruskin Moscou Faltischek, P.C.
1425 RXR Plaza, East Tower, 15 th Floor
Uniondale, New York 11556
(516) 663-6600
(516) 663-6601 (Facsimile)
Approximate date of commencement of proposed sale to the public: From time to time, after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
|---|---|---|---|
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
| Emerging growth company | ☐ | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
| PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION | DATED SEPTEMBER 15, 2025 |
|---|
5,114,497** Shares of Common Stock**
This prospectus relates to the resale of up to an aggregate of 5,114,497 shares of common stock, par value $0.001 per share (“Common Stock”), of Polomar Health Services, Inc. (the “Company”) by the selling stockholders named elsewhere in this prospectus (“Selling Stockholders”). See the section entitled, “Selling Stockholders” for additional information regarding the Selling Stockholders.
The Selling Stockholders may sell the Common Stock at a fixed price of $0.20 per share until the shares of Common Stock are listed on a national securities exchange or quoted on the OTCQX or OTCQB, at which time they may be sold at prevailing market prices. There are no underwriting commissions involved in this offering.
All costs incurred in the registration of the Common Stock are being borne by the Company.
Our Common Stock is currently quoted on the OTCID Basic Market, under the symbol “PMHS.” On September 11, 2025, the last reported closing bid price for our Common Stock was $0.20.
You should read this prospectus and any prospectus supplement or amendment carefully before you invest in our securities. These securities involve a high degree of risk. See “Risk Factors” contained in this prospectus beginning on page 10.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
Prospectus dated , 2025
TABLE OF CONTENTS
| Cautionary Note Regarding Forward-Looking Statements | ii |
|---|---|
| Cautionary Note Regarding Industry Data | iii |
| Prospectus Summary | 1 |
| Risk Factors | 10 |
| Use of Proceeds | 18 |
| Selling Stockholders | 19 |
| Plan of Distribution | 20 |
| Description of Securities | 21 |
| Market Price of and Dividends on Common Stock and Related Stockholder Matters | 24 |
| Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25 |
| Business | 30 |
| Properties | 35 |
| Legal Proceedings | 35 |
| Board of Directors and Management | 35 |
| Executive Compensation | 39 |
| Security Ownership of Certain Beneficial Owners and Management | 46 |
| Certain Relationships and Related Transactions | 47 |
| Legal Matters | 48 |
| Experts | 48 |
| Where You Can Find More Information | 48 |
| Financial Statements | F-1 |
i
ABOUT THIS PROSPECTUS
Unless the context otherwise requires or indicates, all references to “we”, “us”, “our”, “ourselves”, “the Company,” and “Polomar” refer to Polomar Health Services, Inc. a Nevada corporation, (formerly known as Trustfeed Corp. and prior to that, Healthmed Services Ltd. and Telemax Communications) and, as the context may require, its consolidated subsidiaries. References to our “Common Stock” refer to the common stock, par value $0.001 per share, of Polomar.
You should rely only on the information contained in this prospectus. Neither we nor any of the Selling Stockholders have authorized any other person to provide you with different or additional information. Neither we nor any of the Selling Stockholders take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, any you may obtain copies of those documents as described under “Where You Can Find More Information.”
Neither we nor any of the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor any of the Selling Stockholders have taken any action to permit a public offering of these securities outside the United States or to permit the possession or distribution of this prospectus outside the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offering of these securities and the distribution of this prospectus outside the United States.
Certain amounts, percentages and other figures presented in this prospectus may have been subject to rounding adjustments. Accordingly, figures shown as totals, dollars or percentage amounts of changes may not represent the arithmetic summation or calculation of the figures that precede them.
TRADEMARKS
This prospectus contains references to our trademarks, trade names and service marks. Solely for convenience, trademarks, trade names and service marks referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the rights of the applicable licensor to these trademarks, trade names and service marks. Other trademarks, trade names and service marks appearing in this prospectus (or documents we have incorporated by reference) are the property of their respective holders. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.