8-K
Polomar Health Services, Inc. (PMHS)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THESECURITIES EXCHANGE ACT OF 1934Date of Report (Date of earliest event reported): October 8, 2025
Polomar Health Services, Inc.****
(Exact name of registrant as specified in its charter)
| Nevada | 000-56555 | 86-1006313 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
| 32866US Hwy. 19 N , Palm Harbor , FL | 34684 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
Registrant’s
telephone number, including area code: 725-425-7575
| (Former<br> 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<br> communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
|---|
On October 8, 2025, Polomar Health Services, Inc. (the “Company”) entered into a First Amendment to Agreement and Plan of Merger and Reorganization (the “Amendment”), which amended the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 23, 2025, by and among the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company, and Altanine Inc., a Nevada corporation.
The Amendment amended the Merger Agreement to provide that the “Exchange Ratio” shall mean the exchange ratio of one share of Parent Common Stock (as defined in the Merger Agreement) for each share of Company Common Stock (as defined in the Merger Agreement) and five shares of Parent Preferred Stock (as defined in the Merger Agreement) for each share of Company Preferred Stock (as defined in the Merger Agreement), subject to adjustment.
The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.
| Item9.01 | Financial Statements and Exhibits. |
|---|---|
| Exhibit | Description |
| --- | --- |
| 2.1 | First Amendment to Agreement and Plan of Merger and Reorganization, dated October 8, 2025 |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
| 2 |
| --- |
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.
| Polomar Health Services, Inc. |
|---|
| /s/ Terrence M. Tierney |
| Terrence<br> M. Tierney |
| President |
| Date:<br> October 14, 2025 |
| 3 |
| --- |
Exhibit2.1
FIRST AMENDMENT TO
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION
This First Amendment to Agreement and Plan of Merger and Reorganization (this “Amendment”), dated as of October 8, 2025 (the “Effective Date”), is by and among Polomar Health Services, Inc., a publicly traded Nevada corporation (“Parent”), Polomar Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and Altanine Inc., a Nevada corporation (“Altanine,” and together with Parent and Merger Sub, the “Parties,” and each, a “Party”).
WHEREAS, the Parties have entered into that certain Agreement and Plan of Merger and Reorganization, dated as of July 23, 2025 (the “ExistingAgreement”); and
WHEREAS, the Parties desire to amend the Existing Agreement on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.
2. Amendment to the Existing Agreement. As of the Effective Date, the definition of “Exchange Ratio” set forth in Exhibit A of the Existing Agreement is hereby deleted in its entirety and replaced with the following:
““Exchange Ratio” means the exchange ratio of one share of Parent Common Stock for each share of Company Common Stock and five (5) shares of Parent Preferred Stock for each share of Company Preferred Stock, subject to the adjustment as provided herein.”
3. Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of any Party that would require the waiver or consent of any other Party. On and after the Effective Date, each reference in the Existing Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import will mean and be a reference to the Existing Agreement as amended by this Amendment.
4. Miscellaneous.
(a) This Amendment is governed by and construed in accordance with the laws of the State of Nevada, without regard to the conflict of laws provisions of such State.
(b) This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and permitted assigns.
(c) The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
(d) This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically shall be effective as delivery of an original executed counterpart of this Amendment.
(e) This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date first written above.
| POLOMAR<br> HEALTH SERVICES, INC. | |
|---|---|
| By: | /s/<br> Terrence Tierney |
| Name: | Terrence<br> M. Tierney |
| Title: | Chief<br> Executive Officer |
| POLOMAR<br> MERGER SUB, INC. | |
| By: | /s/<br> Terrence Tierney |
| Name: | Terrence<br> M. Tierney |
| Title: | President |
| ALTANINE<br> INC. | |
| By: | /s/<br> Charles Andres |
| Name: | Charles<br> Andres, Jr. |
| Title: | Chief<br> Executive Officer |
| 2 |
| --- |