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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): August 29, 2025 (August 25, 2025)

 

Polomar Health Services, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   000-56555   86-1006313
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (I.R.S. Employer
Identification No.)

 

32866 US Hwy. 19 N, Palm Harbor, FL   34684
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: 727-425-7575

 

10940 Wilshire Blvd., Suite 1500, Los Angeles, CA, 90024
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: none

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. ☐

 

 

 
 

 

1.01 Entry into a Material Definitive Agreement.

 

On August 25, 2025, Polomar Health Services, Inc., a Nevada corporation (“Company”), executed an Amended and Restated Product Fulfillment and Distribution Agreement, effective on August 19, 2025 (the “Amended Agreement”) with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40, LLC (“IG4”).

 

The Amended Agreement allows ForHumanity to exclusively market (through March 31, 2026) the Company’s previously licensed, patent pending, inhalable sildenafil and inhalable eletriptan. The Company shall be solely responsible for fulfilling valid prescriptions for these medications through our wholly owned subsidiary, Polomar Specialty Pharmacy, LLC (“Polomar”). IG4 provides account management services on behalf of the Company.

 

The Amended Agreement incorporates the following material terms:

 

The Amended Agreement is for an initial term of forty-two (42) months commencing on March 17, 2025, through September 16, 2028, and may be automatically renewed for additional terms pursuant to the terms of the Amended Agreement provided ForHumanity meets certain revenue commitments prior to the end of the initial term.

 

In exchange for guaranteed payments of $750,000 on or before October 31, 2025, $200,000 of which has been received by the Company, the Company has granted exclusivity to market the products to potential customers through March 31, 2026. Exclusivity may be extended through September 30, 2026, provided ForHumanity remits a minimum $1,500,000 in sales revenue to the Company prior to March 31, 2026. Exclusivity can be maintained by ForHumanity through December 31, 2026, provided the Company has received at least $3,000,000 in revenue prior to June 30, 2026. Should ForHumanity continue to meet certain minimum revenue goals as more fully described in the Amended Agreement then exclusivity can be maintained through the end of the initial term.

 

The foregoing summary of the Amended Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein. Exhibit A to the Amended Agreement is not included with this Current Report as Exhibit A contains confidential, proprietary and trade secret information that may violate the terms of the Amended Agreement.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This report contains “forward-looking statements” within the meaning of the federal securities laws. All statements, other than statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements. Although we believe forward-looking statements are based upon reasonable assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or performance of each company to be materially different from any future results or performance expressed or implied by such forward-looking statements. Such risks and uncertainties include, but are not limited to, (1) the risk that the previously licensed intellectual property may not be granted the pending patents, (2) the ability of ForHumanity to effectively market the licensed medications to increase customer value and financial returns, (3) the ability to integrate the ForHumanity telemedicine network into the existing Polomar business and realize the benefits of the Agreement, (4) the other risks described under the headings “Risk Factors” and “Cautionary Statement Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and such other periodic filings the Company makes from time to time with the Securities and Exchange Commission (SEC), including “Risk Factors” included in in our Current Report on Form 8-K dated October 4, 2024, as amended on October 25, 2024 and November 12, 2024.

 

You are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are not guarantees of future performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements. Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the date of this press release, and we caution investors not to place undue reliance on any such forward-looking statements.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit   Description
     
10.1   Amended and Restated Product Fulfillment and Distribution Agreement between ForHumanity Health, Inc., Island 40 Group, LLC and Polomar Health Services, Inc., dated August 25, 2025.
104   Cover Page Interactive Data File (formatted as inline XBRL)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Trustfeed Corp.  
   
/s/ Terrence M. Tierney  
Terrence M. Tierney  
President  
   
Date: August 29, 2025  

 

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