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Polomar Health Services, Inc.

For the period ended Dec 31, 2024. Filed May 22, 2025.

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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2024 · Filed May 22, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

(Mark One)

For the fiscal year ended December 31,2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from ____ to _____

Commission file number:000-56555

POLOMAR HEALTH SERVICES INC.

(Exact name of registrant as specified in its charter)

Nevada86-1006313
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)

10940 Wilshire Boulevard, Suite 1500

Los Angeles, CA 90024

(Address including zip code of registrant’s Principal Executive Offices)

(212) 245-3413

(Registrant’s Telephone Number, Including Area Code)

Securities registered under Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
N/AN/AN/A

Securities registered under Section 12(g) of the Act: Common Stock, par value $0.001 per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No☐

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 13(a) of the Exchange Act.☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes☐ No☒

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter: approximately $1,285,237.

Common stock outstanding as of May 16, 2025:26,657,679 shares

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “will”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks listed under the section entitled “Risk Factors” commencing on page 8 of this report, which may cause our or our industry’s actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements.

Table of Contents

Page
PART I
Item 1.Business1
Item 1A.Risk Factors4
Item 1B.Unresolved Staff Comments19
Item 1C.Cybersecurity19
Item 2.Description of Property19
Item 3.Legal Proceedings19
Item 4.Mine Safety Disclosures19
PART II
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities20
Item 6.[Reserved]20
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20
Item 7A.Quantitative and Qualitative Disclosures about Market Risk23
Item 8.Financial Statements and Supplementary Data23
Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure23
Item 9A.Controls and Procedures23
Item 9B.Other Information24
Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections24
PART III
Item 10.Directors, Executive Officers and Corporate Governance25
Item 11.Executive Compensation27
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters27
Item 13.Certain Relationships and Related Transactions, and Director Independence28
Item 14.Principal Accountant Fees and Services30
PART IV
Item 15.Exhibits and Financial Statement Schedules31

i

NOTE REGARDING REFERENCES TO OUR COMPANY

Throughout this Annual Report on Form 10-K, the words “we,” “us,” “our,” and the “Company” refer to Polomar Health Services, Inc., including any directly and indirectly wholly owned subsidiaries. “Trustfeed” refer to the Company prior to its September 30, 2024, merger with Polomar Specialty Pharmacy, LLC (“Polomar”), when it was named Trustfeed Corp.

Risk Factors Summary

The following is a summary of the principal risks that could adversely affect our business, operations, and financial results. A more thorough discussion of these and other risks are listed under the section entitled “Risk Factors” commencing on page 8.

Risks Related to Our Business and Financial Status

●We are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.
●Since inception, we have not established any material and recurring revenues or operations that will provide financial stability in the long term, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable or profitable operations.
●We are at an early stage of marketing and sales, and we have limited sales history.
●We may never become profitable.
●If we fail to obtain additional financing, we may be unable to complete the roll-out of our business and services.
●Business or economic disruptions or global health concerns could seriously harm our business.
●We are subject to significant related party short term debt and other current liabilities, which we may be unable to repay.
●Our competitors may develop and market products that are less expensive than our product candidates.
●We have an unproven business plan.
●We have a history of net losses and anticipate that we will continue to incur net losses for the foreseeable future.
●Viable markets for our products may never develop, may take longer to develop than we anticipate or may not be sustainable.
●We may not meet our development and commercialization milestones.
●Our business depends on retaining and attracting highly capable management and operating personnel.
●We may be unable to manage rapid growth effectively.
●Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.

Risks Related to Our Intellectual Property

●We are substantially dependent on licensed patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.
●We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
●A significant portion of our business may infringe on existing patents; Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.

Risks Related to Our Common Stock

●There is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a timely manner.
●We cannot assure you that our common stock will become listed on a securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.

ii

●The market price and trading volume of our common stock may be volatile, which may adversely affect its market price.
●Your interest in us may be diluted if we issue additional shares of common stock.
●We are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
●Our common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
●We intend to issue more shares to raise capital, which will result in substantial dilution.
●Anti-takeover provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of us difficult.
●We do not intend to pay cash dividends in the foreseeable future.
●We expect to incur increased costs and demands upon management as a result of being a public company.
●Failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.
●A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
●If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.
●Our largest shareholder and its affiliates have substantial control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’ interests.

General Risks

●Political, social and geopolitical conditions can adversely affect our business.
●Political uncertainty may have an adverse impact on our operating performance and results of operations.
●Significant Increases in Tariffs on Foreign Goods May Harm the Company’s Financial Results.
●Information technology failures and data security breaches could harm our business.
●Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
●Our Officer and Key Personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.

iii

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.