M&A - Polomar Health Services, Inc.

Form Type: 10-K

Filing Date: 2025-05-22

Corporate Action: Merger

Type: Update

Accession Number: 000164117225012070

Filing Summary: Polomar Health Services, Inc. (formerly known as Trustfeed) underwent significant changes in its corporate structure and operations following the merger with Polomar Specialty Pharmacy, LLC, effective September 30, 2024. This merger marks the culmination of a recapitalization process, where Polomar, as the accounting acquirer, has assumed responsibility for the historical financial statements. As a direct result of the merger, the company underwent a change in control and strategic direction away from its previous cannabis-related business. The company's new management plans to focus on prescription fulfillment services and anticipates entering additional transactions that could lead to further acquisitions or business expansions. A reverse stock split at a ratio of 1-for-10 took effect on November 1, 2024, lowering the shares outstanding to approximately 27.7 million.

Form Type: NT 10-Q

Filing Date: 2025-05-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225011219

Filing Summary: Polomar Health Services, Inc. is filing an NT 10-Q due to the inability to compile all necessary information for the required disclosures in its Quarterly Report for the fiscal quarter ending March 31, 2025. This issue is primarily linked to the prior failure to file its Annual Report for the fiscal year ending December 31, 2024. The Merger Agreement between Polomar Acquisition, L.L.C., and Polomar Specialty Pharmacy, LLC involved a reverse merger completed on September 30, 2024, where Polomar became the surviving entity and the wholly-owned subsidiary of Polomar Health Services, Inc. The company reported revenues of approximately $4,542 for Q1 2025, a significant increase from $0 in Q1 2024, attributed to the operational transition following the merger. Operating expenses rose to approximately $159,477 in Q1 2025 from $69,024 in Q1 2024, leading to a net loss of approximately $456,854 in Q1 2025 compared to a net loss of $69,024 in Q1 2024, indicative of higher expenses relative to generated revenues.

Form Type: 8-K

Filing Date: 2025-04-16

Corporate Action: Merger

Type: Update

Accession Number: 000164117225004964

Filing Summary: Effective April 10, 2025, Terrence M. Tierney resigned as Treasurer and interim Chief Financial Officer while remaining President and Secretary. Charlie Lin was appointed as Treasurer and Chief Financial Officer, having previously served as Controller since July 2024. Lin, a CPA and CMA, brings experience from various companies in finance and accounting roles. The company faced challenges in filing its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, due to compilation difficulties and is enhancing its internal controls. The report anticipates filing by April 30, 2025. A significant merger occurred on September 30, 2024, where the company, then Trustfeed Corp., merged with Polomar Specialty Pharmacy, resulting in it ceasing to operate its prior business and making Polomar a wholly owned subsidiary. Revenues for 2024 were approximately $58,824, attributed primarily to the pharmacy business, while operating expenses rose significantly, yielding a net loss of around $1,305,962 for the year ended December 31, 2024.

Form Type: NT 10-K

Filing Date: 2025-04-01

Corporate Action: Merger

Type: New

Accession Number: 000164117225002024

Filing Summary: Polomar Health Services, Inc. filed a notification for late filing of its Form 10-K for the fiscal year ended December 31, 2024, due to inability to compile necessary information without unreasonable effort. The registrant underwent a significant change when it merged with Polomar Specialty Pharmacy, LLC, on September 30, 2024, which resulted in the registrant operating as a retail compounding pharmacy. Revenues for the year ended December 31, 2024, were approximately $58,824, a rise from nil revenue in the previous year, attributed to the merger and fulfillment of medical prescriptions. Operating expenses increased significantly, rising to about $1,295,027 from $269,830, with major costs relating to legal, accounting, and payroll. The net loss for 2024 was approximately $1,305,962, compared to a loss of $416,500 in 2023. The registrant anticipates filing the annual report within the prescribed time frame following this notification.

Form Type: 10-Q/A

Filing Date: 2025-03-07

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225009575

Filing Summary: Polomar Health Services, Inc. filed an amendment to its Quarterly Report on Form 10-Q to update financial disclosures for the period ended September 30, 2024. Changes in this Amendment address SEC comments regarding the adjusted weighted average number of shares for net loss calculations, the fair market value basis for acquired assets, and the company’s revenue recognition policy. Moreover, it includes adjustments to the financial statements to reflect the acquisition of Polomar Specialty Pharmacy, LLC, which was previously treated as a reverse merger but is now classified as a recapitalization. The acquisition entails Polomar becoming a wholly-owned subsidiary of Polomar Health Services in exchange for shares of common stock. The filing also reiterates the necessity for new executive certifications as required under Rule 12b-15. The restatement also involves updating the associated intangible assets and adjustments to additional paid-in capital.

Form Type: 8-K

Filing Date: 2025-03-05

Corporate Action: Acquisition

Type: Update

Accession Number: 000149315225009233

Filing Summary: Polomar Health Services, Inc. filed a Form 8-K reporting an update concerning the accounting treatment of their acquisition of Polomar Specialty Pharmacy, LLC. The Company received a SEC comment letter which led to the conclusion that the accounting treatment disclosed in their previous Form 10-Q for the period ending September 30, 2024, no longer holds. Initially reported as a reverse merger, the board determined it should be classified as a recapitalization. This change is expected to materially affect the Company’s previously reported balance sheets but does not alter key metrics such as net loss or stockholders' equity. An amendment to the Original Form 10-Q will be filed soon to correct the errors. The Company cautioned investors against relying on the previous statements made in the Original Form 10-Q.