Polomar Health Services, Inc.
For the period ended Dec 31, 2024. Filed May 22, 2025.
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FY2024 · Filed May 22, 2025
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Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this Annual Report on Form 10-K:
(1) Financial Statements:
The financial statements are filed as part of this Annual Report on Form 10-K commencing on page F-1 and are hereby incorporated by reference.
(2) Financial Statement Schedules:
The financial statement schedules are omitted as they are either not applicable or the information required is presented in the financial statements and notes thereto.
(3) Exhibits:
The documents set forth below are filed herewith or incorporated by reference to the location indicated.
| Exhibit Number | Description of Document |
| 2.1 | Contribution Agreement, dated September 14, 2021 (3) |
| 2.2 | Agreement and Plan of Merger and Reorganization, dated June 28, 2024, by and among Trustfeed Corp., Polomar Acquisition, L.L.C. and Polomar Specialty Pharmacy, LLC (5) |
| 3.1 | Articles of Incorporation, dated September 14, 2000 (1) |
| 3.2 | Certificate of Amendment, dated July 24, 2003 (1) |
| 3.3 | Certificate of Change, dated April 27, 2010 (2) |
| 3.4 | Certificate of Amendment, dated May 3, 2011 (3) |
| 3.5 | Certificate of Amendment, dated March 6, 2019 (3) |
| 3.6 | Certificate of Amendment, September 23, 2021 (3) |
| 3.7 | Certificate of Change, September 23, 2021 (3) |
| 3.8 | Amended and Restated Articles of Incorporation, dated October 10, 2024 (9) |
| 4.1 | Certificate of Amendment, dated November 7, 2022 (3) |
| 4.2 | Amended and Restated Certificate of Designation for Series A Preferred Stock, dated November 7, 2022 (3) |
| 4.3 | Certificate of Withdrawal for Series B Preferred Stock, dated November 7, 2022 (3) |
| 4.4 | Certificate of Withdrawal for Series C Preferred Stock, dated November 7, 2022 (3) |
| 4.5 | Bylaws (1) |
| 10.1* | Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc.(4) |
| 10.2 | Amended and Restated Know How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc.(6) |
| 10.3 | Promissory Note and Loan Agreement (7) |
| 10.4 | 2024 Equity and Incentive Compensation Plan (8) |
| 10.5 | Product Fulfillment and Distribution Agreement, effective on March 12, 2025, and as amended on March 17, 2025, with ForHumanity Health, Inc. and Island 40 Group, LLC (10) |
| 10.6 | First Amendment to Product Fulfillment and Distribution Agreement dated March 17, 2025 (10) |
| 10.7 | Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and Gabriel Del Virginia |
| 10.8 | Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and David Spiegel |
| 14.1 | Code of Ethics (3) |
| 19.1 | Insider Trading Policy |
| 31.1 | Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification Pursuant to Securities Exchange Act Rule 13(a)-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification Pursuant to 18 U.S.C. Section 1350, As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 97.1 | [Clawback Policy] |
| 101.INS | Inline XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. |
| 101.SCH | Inline XBRL Taxonomy Extension Schema. |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation. |
| 101.DEF | Inline XBRL Taxonomy Extension Definition. |
| 101.LAB | Inline XBRL Taxonomy Extension Labels. |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation. |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * | Indicates management contract or compensatory plan or arrangement |
| (1) | Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008 |
| (2) | Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010 |
| (3) | Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023 |
| (4) | Incorporated by reference to the Current Report on Form 8-K filed March 25, 2024 |
| (5) | Incorporated by reference to the Current Report on Form 8-K filed July 2, 2024 |
| (6) | Incorporated by reference to the Current Report on Form 8-K filed January 14, 2025 |
| (7) | Incorporated by reference to the Current Report on Form 8-K filed August 21, 2024 |
| (8) | Incorporated by reference to Appendix B to the Definitive Schedule 14C Information Statement of the Company filed on August 1, 2024 |
| (9) | Incorporated by reference to the Current Report on Form 8-K filed October 17, 2024 |
| (10) | Incorporated by reference to the Current Report on Form 8-K filed March 17, 2025 |
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