Polomar Health Services, Inc.
For the period ended Jun 30, 2026. Filed Aug 14, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 14, 2026
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What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-06-01.
0001493152-26-026615
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-14.
0001493152-26-038324
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 88 previous paragraphs and 61 current paragraphs.
7 unchanged; 4 reworded; 50 added; 77 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 3 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (50)
Current report
The Company Polomar Specialty Pharmacy, LLC, a Florida-licensed compounding pharmacy that provides both sterile and non-sterile compounded prescription medications and is currently authorized to serve patients in 28 states. Management’s strategic focus is to expand the pharmacy’s geographic reach and capitalize on growing demand for compounded GLP-1 weight-loss therapies and other specialized medications.
Current report
Since acquiring Polomar Pharmacy in September 2024, the Company has transitioned from a predominantly local dermatology-focused pharmacy to a national prescription fulfillment platform. This transformation has included obtaining sterile compounding capabilities, building relationships with telehealth providers, and expanding prescription fulfillment services for compounded GLP-1 medications. A key milestone was the execution of a pharmacy services agreement with CareValidate in 2025, which began generating revenue through prescription fulfillment for telehealth patients.
Current report
The Company continues to face operational and financial challenges associated with this transition, including increased compensation, and infrastructure costs, investments in regulatory compliance and product development, and the need for additional capital to support growth. While prior supply chain issues have largely been resolved, management remains focused on achieving greater operating scale and improving financial performance.
Current report
The Company also plans to launch SlimRx™, a telehealth platform focused on weight-loss treatment during the third quarter of 2026. SlimRx is expected to connect patients with licensed healthcare providers and generate prescription volume that will be fulfilled by Polomar Pharmacy, creating an integrated patient acquisition and fulfillment model.
Current report
Looking forward, management believes that growth will be driven by expanding pharmacy fulfillment services for telehealth providers, increasing prescription volumes through the SlimRx platform, obtaining additional state licenses, and adding new business-to-business customers. The Company’s ability to execute these initiatives and secure sufficient capital resources will be critical to achieving its long-term growth objectives.
Current report
Recent Events
Current report
Merger Agreement
Current report
The July 23, 2025 Agreement and Plan of Merger among Polomar, Polomar Merger Sub, Inc. and Altanine, Inc., as amended by the October 8, 2025 First Amendment (which changed the Preferred Exchange Ratio), was terminated in its entirety effective June 12, 2026 pursuant to a Termination Agreement and Mutual Release. The stated rationale is that the parties mutually agreed the merger was no longer in the best interests of the respective corporations and their shareholders. Termination was effected by mutual agreement under Section 7.1(a) of the original merger agreement or, to the extent that section is inapplicable, by mutual written consent under applicable law.
Current report
Corporate Governance
Current report
Effective July 1, 2026, David Spiegel and Mr. Tierney resigned from the Company’s Board of Directors. Mr. Tierney continues to serve as President and Interim Chief Executive Officer. The Board was expanded from one to five directors with the appointments of George Hornig, Alexandra Peterson, Gabrielle Toledano, and George Caruolo, while Gabriel Del Virginia continued as a director.
Current report
The Board also appointed George Caruolo as Lead Independent Director, and established a Special Committee of independent directors to review and make recommendations regarding potential related-party acquisition transactions.
Current report
Officer Appointments
Current report
Effective July 1, 2026, George Hornig was appointed Executive Chairman and Chair of the Board, Mr. Tierney was appointed Interim Chief Executive Officer and principal executive officer, and Timothy M. Papp was appointed Secretary and General Counsel.
Current report
Effective July 15, 2026, Douglas Beck was appointed Chief Financial Officer and Treasurer and now serves as the Company’s principal financial officer and principal accounting officer.
Current report
Equity Incentive Plan
Current report
On July 1, 2026, the Board amended and restated the Company’s equity incentive plan, which was renamed the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan. The amendment, among other changes, reduced the annual evergreen share reserve increase from 10% to 3% of outstanding common stock, effective beginning January 1, 2027. All other material terms of the plan remain unchanged.
Current report
Revenue
Current report
Revenue increased by $1,523,235 to$1,528,705 for the three months ended June 30, 2026, from $5,470 for the three months ended June 30, 2025. The increase was attributable to the expansion of the Company’s commercial pharmacy operations and materially higher prescription fulfillment volume. The 2025 period reflected only limited commercial activity.
Current report
Cost of Goods Sold and Gross Profit
Current report
Cost of goods sold increased by $591,151 to $592,789 for the three months ended June 30, 2026, from $1,638 for the comparable 2025 period, consistent with the increase in prescription volume and product sales. Gross profit increased by $932,084 to $935,916 from $3,832. Gross margin was approximately 61.2% for the 2026 quarter. Because revenue in the 2025 quarter was nominal, the prior-year gross margin is not considered meaningful for comparative purposes.
Current report
General and Administrative Expenses
Current report
General and administrative expenses decreased by $295,538, or 53.1%, to $261,120 for the three months ended June 30, 2026, from $556,658 for the comparable 2025 period. The decrease was primarily attributable to a $249,625 reduction in depreciation and amortization because the 2025 quarter included amortization of legacy Trustfeed intangible assets that were fully amortized by year-end 2025; the absence of $109,231 of stock-based compensation recorded in the 2025 quarter; and a $23,540 decrease in professional fees. These decreases were partially offset by increases of approximately $30,373 in laboratory expenses, $20,474 in payroll and benefits, and $21,576 in insurance expense.
Current report
Sales and Marketing Expenses
Current report
Sales and marketing expenses increased by $445,912 to $456,419 for the three months ended June 30, 2026, from $10,507 for the comparable 2025 period. The increase was primarily attributable to $152,870 of commissions with no comparable expense for the three months ended June 30, 2025, a $236,561 increase in shipping and fulfillment costs and a $23,564 increase in information-technology and telemedicine hosting expenses. These increases were directly associated with the significant increase in prescription fulfillment and commercial activity and were partially offset by lower travel and licensing costs.
Current report
Other Expense
Current report
Interest expense decreased by $24,211 to $18,019 for the three months ended June 30, 2026, from $42,230 for the comparable 2025 period, primarily reflecting lower financing costs and changes in outstanding related-party borrowings.
Current report
**Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025 **
Current report
Revenue
Current report
Revenue increased by $2,524,213 to$2,534,224 for the six months ended June 30, 2026, from $10,011 for the six months ended June 30, 2025. The increase was attributable to the expansion of the Company’s commercial pharmacy operations and substantially higher prescription fulfillment volume during 2026.
Current report
Cost of Goods Sold and Gross Profit
Current report
Cost of goods sold increased by $1,044,820 to $1,047,818 for the six months ended June 30, 2026, from $2,998 for the comparable 2025 period. Gross profit increased by $1,479,393 to $1,486,406 from $7,013. Gross margin was approximately 58.7% for the first six months of 2026. The 2025 gross margin is not considered meaningful because prior-year revenue was nominal.
Current report
General and Administrative Expenses
Current report
General and administrative expenses decreased by $448,434, or 46.9%, to $507,059 for the six months ended June 30, 2026, from $955,493 for the comparable 2025 period. The decrease was primarily attributable to a $499,250 reduction in depreciation and amortization because the 2025 period included amortization of legacy Trustfeed intangible assets that were fully amortized by year-end 2025; the absence of $109,231 of stock-based compensation recorded in the 2025 period; and a $60,147 decrease in professional fees. These decreases were partially offset by increases of approximately $46,729 in professional fees, $53,954 in registration and filing fees, $35,190 in payroll and benefits, $33,016 in laboratory expenses, $16,335 in insurance expense, $10,623 in production supplies, $9,363 in separately reported payroll taxes, $9,157 in transfer-agent fees.
Current report
Sales and Marketing Expenses
Current report
Sales and marketing expenses increased by $737,615 to $767,876 for the six months ended June 30, 2026, from $30,261 for the comparable 2025 period. The increase was primarily attributable to a $511,918 increase in shipping and fulfillment costs, $152,870 of commissions with no comparable expense in the prior-year period, a $44,199 increase in information-technology, $36,000 increase in royalties, and telemedicine hosting expenses and an $8,235 increase in travel. These increases were partially offset by a $15,607 decrease in state license and registration costs classified within sales and marketing in the 2025 supporting schedules. The overall increase principally reflects the costs associated with substantially higher prescription fulfillment and commercial activity.
Current report
Other Expense
Current report
Interest expense decreased by $47,186 to $36,490 for the six months ended June 30, 2026, from $83,676 for the comparable 2025 period, primarily reflecting lower financing costs and changes in outstanding related-party borrowings.
Current report
Net cash provided by operating activities was $155,682 for the six months ended June 30, 2026, primarily reflecting net income of $174,981, non-cash depreciation and amortization of $18,976, and an increase in accounts payable and accrued expenses of $373,526. This was offset primarily from an increase in accounts receivable of $373,376, an increase in other current assets of $33,010 and an increase in inventory of $5,415.
Current report
Net cash used in operating activities was $233,357 for the six months ended June 30, 2025, primarily reflecting a net loss of $1,062,417. This use of cash was offset by $518,226 of non-cash depreciation and amortization, $109,231 of non-cash stock-based compensation, an increase in unearned revenue of $200,000, and accounts payable and accrued expenses of $7,222, partially offset by an increase in $5,618.
Current report
The Company did not have any cash provided by (used in) investing activities for the six months ended June 30, 2026 or June 30, 2025.
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Removed paragraphs (77)
Previous report
The Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy” of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by state licensed physicians and other licensed healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar Pharmacy is actively seeking licenses and authorization in other states and expects to be able to provide prescription medications in additional U.S. states during the third quarter of 2026.
Previous report
Prior to the September 30, 2024, merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar Pharmacy Merger”), Polomar Pharmacy’s business was concentrated on providing compounded dermatological prescription medications for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist for the treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with limited interstate prescription delivery. In early 2024, Polomar Pharmacy commenced the construction of clean rooms to allow for the dispensing of sterile compounded drugs. Polomar Pharmacy received its Special Sterile Compounding Permit in August of 2024. Polomar Pharmacy continued to primarily fulfill prescriptions for compounded dermatological drugs and has, on a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September 26, 2025, the Company executed a one-year non-exclusive pharmacy services agreement with CareValidate, Inc. (“CareValidate”) to fulfill GLP-1 agonist prescriptions for CareValidate’s network of on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, 2025, and we have received and expect to continue to receive revenue from this customer.
Previous report
Polomar Pharmacy has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products and excipients, which have been satisfactorily resolved as of the fourth quarter of 2025, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment business model. The Company has had insufficient access to capital to successfully implement its business plan.
Previous report
The Company also owns SlimRx™ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in the third quarter of 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and tirzepatide compounded with vitamin B-6 and other complementary compounded weight loss formulations (VitaSlim™ and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin gummy formulation. SlimRx filed an application for statutory trademark protection on August 29, 2024. In April of 2025, the Company received an “Action Letter” from the U.S. Patent and Trademark Office (“USPTO”) requiring the Company to show the applied for mark being used in commerce, and to amend its description of goods. On October 24, 2025, the Company filed a response with the USPTO amending its description of goods and changing its intent to use. The Company amended its trademark application and the USPTO issued a Notice of Publication for the SlimRx trademark on December 17, 2025, on February 17, 2026, the USPTO issued a Notice of Allowance of the SlimRx trademark. Any prescriptions issued via SlimRx will be compounded and fulfilled by Polomar Pharmacy.
Previous report
An integral part of the Company’s business model is to provide prescription fulfillment services to third party web based tele-health platforms. The Company has executed a contract with ForHumanity Health, Inc. for our licensed inhalable sildenafil drug and with CareValidate for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the terms of the respective agreements will be fulfilled by Polomar Pharmacy. This “wholesale” part of the Company’s business is expected to experience steady growth over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.
Previous report
Corporate History and Capital Structure
Previous report
We were incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24, 2003, the name was changed to HealthMed Services, Ltd. On or about September 2, 2022, the name was changed to Trustfeed Corp. (“Trustfeed”). As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).
Previous report
However, effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “Transaction”). Additionally, Rasmus Refer, the Company’s then Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer) and Chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.
Previous report
Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney.
Previous report
Polomar Merger
Previous report
On September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition is considered a “reverse recapitalization” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company ceased commercializing the Pre-Existing Business.
Previous report
On October 9, 2024, pursuant to the terms of the Merger Agreement, CWR 1, LLC, a shareholder of the Company, returned 50,000,000 shares of the Company’s common stock for cancellation. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split) shares of its common stock to the former Polomar members in the Merger.
Previous report
Pinata (Altanine) License Agreement
Previous report
On June 29, 2024, Trustfeed executed a Know How and Patent License Agreement (the “License Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025, to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable pursuant to the terms of the License Agreement.
Previous report
The Company shall be obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.
Previous report
The License Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach of its obligations under the License Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party.
Previous report
The Company’s wholly owned subsidiary, Polomar Pharmacy, presently utilizes the licensed IP rights in its inhalable sildenafil products and intends to use the licensed IP rights for inhalable sumatriptan and oral GLP-1 receptor agonists.
Previous report
On January 9, 2025, the Company entered into a Restated and Amended Know How and Patent License Agreement with Pinata Holdings, Inc., (the “Restated Agreement”). The Restated Agreement was modified to include Polomar Specialty Pharmacy as an additional party to the Restated Agreement and the right of the Company to sub-license the licensed intellectual property was removed from the Restated Agreement. All other material terms of the original agreement remain unchanged.
Previous report
Pinata is an affiliate of CWR.
Previous report
License Agreement Valuation
Previous report
The Company believes that the IP rights, licensed to it by the License Agreement, will positively affect the Company’s revenue during the term of the License Agreement. Assuming the USPTO grants patent protection to some or all of the IP Rights, then the Company can expect twenty years of statutory protection of the IP Rights.
Previous report
The Company utilized the income approach to value the intellectual property rights licensed from Pinata. The Company, based upon contractual obligations and sales projections provided to us by ForHumanity, Inc. (see below), projected annual gross revenues through December 31, 2029. After deducting contractual royalties due to Pinata and cost of goods sold we determined that the license had a net present value of $9,735,000. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the USPTO and the license is terminable on one-hundred eighty (180) days notice by either party. The Company has elected to accelerate the amortization of our intangible assets and have reduced the carry value to zero as more fully set forth below.
Previous report
We have experienced significant delays in bringing the licensed products to market including delays in sourcing active pharmaceutical ingredients, particularly eletriptan, manufacturing, completing required stability and sterility testing, and delays in conducting and completing clinical trials. As a result of these delays the launch date for our inhaled sildenafil product has been pushed back to late Q2 2026, with our metformin gummy expected in late Q3 2026 and inhaled eletriptan in early Q4 2026. Additionally, our marketing partner, ForHumanity Health, Inc. (“FHH”) has expressed concerns regarding efficacy of the inhaled sildenafil product and has elected not to pursue an agreement to market the metformin gummy, additionally as of the date of this filing FHH has advised the Company of their intent to terminate and rescind the Product Fulfillment and Distribution Agreement in effect between the parties (See Note 6 – Subsequent Events). While we seek to market and distribute the inhaled sildenafil and metformin gummies with our other telehealth partners, we cannot guarantee that we will be able to timely and successfully implement our sales and distribution strategies, as a result of these uncertainties and other market conditions we have elected to accelerate the amortization of our intangible assets.
Previous report
FORHumanity Agreement
Previous report
On March 11, 2025, Polomar executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025 and as amended on September 23, 2025, and December 8, 2025 with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40, LLC (“IG4”), (collectively, the “ForHumanity Agreement”).
Previous report
The ForHumanity Agreement allows ForHumanity to exclusively market (through April 30, 2026), Polomar’s previously licensed, patent pending, inhalable sildenafil, marketed as VigorAir™. (While sildenafil and eletriptan have been approved by the FDA for prescription use in an oral form and both medications are generally regarded as safe, the FDA has not approved our inhalable compounded formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced medications through Polomar Specialty Pharmacy. IG4 provides account management services on behalf of Polomar.
Previous report
The ForHumanity Agreement incorporates the following material terms:
Previous report
Altanine Merger Agreement
Previous report
Following the consummation of the Altanine Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80% of the then-issued and outstanding shares of Company common stock and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Company common stock. The Company also agreed to assume Altanine’s existing incentive plan, and all outstanding options granted by Altanine, as adjusted by the Exchange Ratio. Additionally, at the Effective Time, all unexercised and unexpired warrants to purchase shares of Altanine common stock or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company’s common stock, as adjusted by the Exchange Ratio.
Previous report
The board of directors of the Company (the “Board”) and of Altanine unanimously approved the Merger Agreement and the transactions contemplated thereby.
Previous report
The foregoing summary of the Altanine Merger Agreement and the Altanine Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Altanine Merger Agreement, a copy of which is herein incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2025. On October 8, 2025, the Company and Altanine executed an amendment to the Altanine Merger Agreement. On May 11, 2026, the Company and Altanine agreed to waive certain conditions to closing required by the Altanine Merger Agreement (SeeNote 6 – Subsequent Events).
Previous report
Employment Agreement
Previous report
Effective September 15, 2025, the Company has entered into an Executive Employment Agreement (“Tierney Employment Agreement”) with Terrence M. Tierney. Mr. Tierney shall serve as the Company’s President, Chief Executive Officer and Secretary.
Previous report
Mr. Tierney will earn a salary of $27,750 per month and will be eligible to receive an annual discretionary bonus, with a target annual bonus of seventy-five percent (75%) of his base salary, in accordance with Polomar’s compensation policy and as determined by Polomar’s Compensation Committee.
Previous report
Mr. Tierney’s employment is considered “at-will”, and he will be entitled to benefits offered by Polomar to other senior executive employees, including health insurance, paid leave, employee stock options, and participation in any 401K plan offered by Polomar. Mr. Tierney is to receive a sign-on bonus of 125,000 shares of Polomar’s common stock vesting over a five-month period, and 1,000,000 ten-year non-qualified options to purchase Polomar’s common stock at a strike price of $.20 per share. As of March 31, 2026, the Company has issued 25,000 shares to Mr. Tierney pursuant to the terms of the Tierney Employment Agreement. As of the date of this filing Mr. Tierney has not exercised any of his options.
Previous report
In accordance with the terms of the Tierney Employment Agreement, Mr. Tierney will be eligible to receive severance benefits upon termination of his employment by Polomar without cause or upon his resignation for good reason, including accelerated vesting of his employee stock options, a lump sum payment, and reimbursement of health insurance premiums. Mr. Tierney will also be entitled to certain severance benefits upon his termination in the event of a change in control of Polomar, including a lump sum payment and accelerated vesting of his employee stock options.
Previous report
Mr. Tierney will have rights to indemnification and directors’ and officers’ liability insurance maintained by Polomar. Pursuant to the terms of the Tierney Employment Agreement the Company and Mr. Tierney have agreed to a November 1, 2025, “Start Date”.
Previous report
On May 12, 2026, the Company and Mr. Tierney executed the First Amendment to the Executive Employment Agreement dated September 15, 2025 (SeeNote 6 – Subsequent Events).
Previous report
CareValidate Agreement
Previous report
On September 23, 2025, the Company executed a one-year Pharmacy Services and Compounding Agreement (“Services Agreement”) with CareValidate Incorporated (“CareValidate”). The agreement provides for the Company’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC (“Polomar”) to fill prescriptions for compounded GLP-1 agonists on behalf of CareValidate’s telehealth networks. Polomar began fulfilling prescriptions pursuant to the terms of the Services Agreement on October 6, 2025. CareValidate is Polomar’s primary customer.
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Reworded paragraphs (4)
Previous wording
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, in each case under “Risk Factors,” and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Current wording
This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K for the year ended December 31, 2025, in each case under “Risk Factors,” and readers should not place undue reliance on our forward-looking statements. Forward-looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.
Previous wording
On July 23, 2025, the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Altanine Inc., a Nevada corporation (“Altanine”), entered into an Agreement and Plan of Merger and Reorganization (the “Altanine Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Altanine, with Altanine continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of the Company (the “Altanine Merger”).
Current wording
On July 23, 2025, the Company entered into an Agreement and Plan of Merger and Reorganization with Altanine Inc. (“Altanine”) and the Company’s wholly owned subsidiary, Polomar Merger Sub, Inc., pursuant to which Merger Sub would merge with and into Altanine, with Altanine surviving as a wholly owned subsidiary of the Company. The transaction contemplated that former Altanine stockholders would own approximately 80% of the Company’s outstanding common stock following the merger, with existing Company stockholders owning approximately 20%, subject to customary adjustments. The agreement also provided for the assumption of Altanine’s equity incentive plan and the conversion of outstanding Altanine equity awards into Company equity awards based on the exchange ratio. The merger agreement and the transactions contemplated by it were unanimously approved by the boards of directors of both companies.
Previous wording
Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated condensed financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of March 31, 2026, the Company had $87,818 cash on hand and had an accumulated deficit of $13,637,645. For the three months ended March 31, 2026, the Company had a net loss of $25,377 and cash used in operations of $34,376. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.
Current wording
Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated sufficient income and has historically depended on notes or equity to fund operations. concern for one year from the date of the filing of the 10-Q. As of June 30, 2026, the Company has an accumulated deficit of $13,526,169. These factors raise substantial doubt about the Company’s ability to continue as a going concern for one year from the date of filing of the 10-Q.
Previous wording
Over the next twelve months management plans to raise additional capital and to invest its working capital resources in its existing business and other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.
Current wording
Management’s plans are to raise additional capital, explore potential business opportunities and to increase revenue. However, there is no assurance that the Company will raise sufficient capital to continue operations, or on acceptable terms. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.