10-Q

Polomar Health Services, Inc. (PMHS)

10-Q 2025-11-25 For: 2025-09-30
View Original
Added on April 06, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

DC 20549

FORM

10-Q

Quarterly<br> Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ### September 30, 2025

Transition<br> 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

PolomarHealth Services, Inc.

(Exact name of Registrant as specified in its charter)

Nevada 86-1006313
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation or organization) (IRS<br> Employer<br><br> <br>Identification<br> No.)

32866 US Hwy. 19 N

Palm Harbor, FL 34684

(Address of principal executive offices)

(727) 425-7575

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
N/A N/A N/A

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, 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.

☐<br> Large accelerated filer ☐<br> Accelerated filer
☒<br> Non-accelerated Filer ☒<br> Smaller reporting company
☐<br> 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

State

the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 28,053,090 common shares as of November 21, 2025.

TABLE

OF CONTENTS

Page
PART I – FINANCIAL INFORMATION
Item<br> 1: Financial Statements 3
Item<br> 2: Management’s Discussion and Analysis of Financial Condition and Results of Operations 4
Item<br> 3: Quantitative and Qualitative Disclosures About Market Risk 9
Item<br> 4: Controls and Procedures 9
PART II – OTHER INFORMATION
Item<br> 1: Legal Proceedings 10
Item<br> 1A: Risk Factors 10
Item<br> 2: Unregistered Sales of Equity Securities and Use of Proceeds 10
Item<br> 3: Defaults Upon Senior Securities 10
Item<br> 5: Other Information 10
Item<br> 6: Exhibits 11
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PART

I - FINANCIAL INFORMATION

Item1. Financial Statements

Our condensed unaudited financial statements included in this Form 10-Q are as follows:

F-1 Balance Sheets as of September 30, 2025 and December 31, 2024.
F-2 Statements of Operations for the three and nine months ended September 30, 2025 and September 30, 2024.
F-3 Statement of Stockholders’ Deficit for the three and nine months ended September 30, 2025 and September 30,<br>2024.
F-4 Statement of Cash Flows for the nine months ended September 30, 2025.
F-5 Notes to Condensed Unaudited Financial Statements

These condensed unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2025, are not necessarily indicative of the results that can be expected for the full year.

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POLOMAR

HEALTH SERVICES, INC.

(formerlyTRUSTFEED CORP.)

BALANCE

SHEETS

December 31, 2024
ASSETS
Current assets
Cash 38,854 $ 6,191
Accounts Receivable - $ 1,845
Inventory 158,810 68,777
Total current assets 197,664 76,813
Property, plant and equipment 41,458 41,458
Leasehold improvements 49,435 49,435
Accumulated Depreciations (37,952 ) (9,488 )
Property and equipment, net 52,941 81,405
Other assets
Operating lease - right-of-use asset, net 23,620 49,180
Intellectual property 9,735,000 9,735,000
Other intangible assets 250,000 250,000
Accumulated Amortization (998,499 ) (249,625 )
Security deposit 9,000 9,000
Total other assets 9,019,121 9,793,555
Total assets 9,269,726 $ 9,951,773
LIABILITIES AND STOCKHOLDER’S DEFICIT
Current liabilities
Accounts payable and accrued liabilities 272,261 $ 164,891
Unearned Revenue 200,000 -
Related party promissory notes 994,385 1,138,570
Operating lease - current liability 23,620 34,317
Other current liability 12,864 -
Total current liabilities 1,503,130 1,337,778
Long-term liabilities
Operating lease - long-term liability - 14,864
Total long-term liabilities - 14,864
Total liabilities 1,503,130 $ 1,352,642
Stockholders’ deficit
Series A Preferred stock, par value .001; 5,000,000 shares authorized; 150 and 0 issued and outstanding as of September 30,<br> 2025 and December 31, 2024, respectively. - -
Common stock; 0.001 par value; 295,000,000 shares authorized; 28,019,624 and 27,657,679 shares issued and outstanding as of<br> September 30, 2025 and December 31, 2024, respectively. 28,020 27,658
Additional paid-in capital 12,361,932 11,482,636
Accumulated deficit (4,623,356 ) (2,911,163 )
Total Stockholders’ deficit 7,766,596 8,599,131
Total liabilities and stockholders’ deficit 9,269,726 $ 9,951,773

All values are in US Dollars.

The

accompanying notes are an integral part of these unaudited condensed financial statements

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POLOMAR

HEALTH SERVICES, INC.

(formerlyTRUSTFEED CORP.)

STATEMENT

OF OPERATIONS

For the three months ended For the nine months ended
September 30, 2025 September 30, 2024 September 30, 2025 September 30, 2024
Revenue 6,163 9,849 16,174 37,954
Cost of Goods Sold 1,840 985 4,838 16,121
Gross Profit 4,323 8,864 11,336 21,833
Operating expenses
General and administrative 619,032 256,349 1,588,725 582,119
Sales and marketing 14,099 11,688 30,161 50,098
Total operating expenses 633,131 268,037 1,618,886 632,217
Loss from operations (628,808 ) (259,173 ) (1,607,550 ) (610,384 )
Other expense
Interest expense (20,967 ) (12,160 ) (104,643 ) (12,160 )
Total other income (expense) (20,967 ) (12,160 ) (104,643 ) (12,160 )
Net loss $ (649,775 ) $ (271,333 ) $ (1,712,193 ) $ (622,544 )
Net loss per common share: basic and diluted $ (0.02 ) $ (0.01 ) $ (0.06 ) $ (0.02 )
Basic weighted average common shares outstanding 28,008,183 27,655,560 27,779,164 27,655,560

The

accompanying notes are an integral part of these unaudited condensed financial statements

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POLOMAR

HEALTH SERVICES, INC.

(formerlyTRUSTFEED CORP.)

STATEMENTS

OF STOCKHOLDERS’ DEFICIT

Preferred<br> Stock Common<br> Stock Additional<br><br> <br>Paid-in Stock Accumulated Total<br> Stockholders’
Shares Amount Shares Amount Capital Payable Deficit Deficit
Balance,<br> June 30, 2024 500,000 $ 500 27,655,560 $ 249,638 $ 1,275,156 $ - $ (1,921,040 ) $ (395,746 )
Reverse merger
Conversion of preferred stock (500,000 ) $ (500 ) - - - - - $ (500 )
Conversion and issuance of common stock - - 2,119 $ (81,480 ) $ 10,207,480 - - $ 10,126,000
Conversion of Acquiree’s LLC member interests - - - $ (140,500 ) - - - $ (140,500 )
Net loss - - - - - - $ (271,333 ) $ (271,333 )
Balance,<br> September 30, 2024 - - 27,657,679 $ 27,658 $ 11,482,636 $ - $ (2,192,373 ) $ 9,317,921
Net loss - - - - - - $ (718,790 ) $ (718,790 )
Balance,<br> December 31, 2024 - $ - 27,657,679 $ 27,658 $ 11,482,636 - $ (2,911,163 ) $ 8,599,131
Net loss - - - - - - $ (456,855 ) $ (456,855 )
Balance,<br> March 31, 2025 - $ - 27,657,679 $ 27,658 $ 11,482,636 - $ (3,368,018 ) $ 8,142,276
Conversion of preferred stock 150 $ - $ 750,000 $ 750,000
Issuance of RSU 287,451 $ 287 $ 108,944 $ 109,231
Net loss - - - - - - $ (605,563 ) $ (605,563 )
Balance,<br> June 30, 2025 150 $ - 27,945,130 $ 27,945 $ 12,341,580 - $ (3,973,581 ) $ 8,395,944
Balance 150 $ - 27,945,130 $ 27,945 $ 12,341,580 - $ (3,973,581 ) $ 8,395,944
Issuance of RSU 74,494 $ 75 $ 20,352 $ 20,427
Net loss - - - - - - $ (649,775 ) $ (649,775 )
Balance,<br> September 30, 2025 150 $ - 28,019,624 $ 28,020 $ 12,361,932 - $ (4,623,356 ) $ 7,766,596
Balance 150 $ - 28,019,624 $ 28,020 $ 12,361,932 - $ (4,623,356 ) $ 7,766,596

The

accompanying notes are an integral part of these unaudited condensed financial statements

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POLOMAR

HEALTH SERVICES, INC.

(formerlyTRUSTFEED CORP.)

STATEMENTS

OF CASH FLOWS

(Unaudited)

For the nine months ended
September 30, 2025 September 30, 2024
Cash Flows from Operating Activities
Net loss $ (1,712,193 ) $ (622,544 )
Adjustments to reconcile net (loss) to net cash (used in) operating activities:
Depreciation and Amortization 777,338 7,330
Stock-based compensation 129,657 -
Changes in assets and liabilities
Accounts receivable 1,845 -
Inventory (90,033 ) (136,443 )
Unearned Revenue 200,000 -
Accounts payable and accrued liabilities 107,370 46,865
Net cash used in operating activities (586,016 ) (704,792 )
Cash flows from investing activities
Purchases of property, plant and equipment - (90,893 )
Net cash used in investing activities - (90,893 )
Cash Flows from Financing Activities
Proceeds from related party promissory notes 618,679 803,079
Net cash from financing activities 618,679 803,079
Net increase (decrease) in cash 32,663 7,394
Cash, beginning of period 6,191 8,808
Cash, end of period $ 38,854 $ 16,202
Supplemental disclosure of cash flow information
Cash paid for interest $ 104,643 $ 9,128

The

accompanying notes are an integral part of these unaudited condensed financial statements

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POLOMAR

HEALTH SERVICES, INC.

NOTES

TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

September

30, 2025

NOTE

1 – NATURE AND DESCRIPTION OF BUSINESS

General

The Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy” of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by state licensed physicians and other licensed healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 30 states. Polomar Pharmacy is actively seeking licenses and authorization in other states and expects to be able to provide prescription medications in additional U.S. states by the end of 2025 and early 2026.

Prior to the September 30, 2024, merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar PharmacyMerger”), Polomar Pharmacy’s business was concentrated on providing compounded dermatological prescription medications for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist for the treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with limited interstate prescription delivery. In early 2024, Polomar Pharmacy commenced the construction of clean rooms to allow for the dispensing of sterile compounded drugs. Polomar Pharmacy received its Special Sterile Compounding Permit in August of 2024. Polomar Pharmacy continued to primarily fulfill prescriptions for compounded dermatological drugs and has, on a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September 26, 2025, the Company executed a one-year non-exclusive pharmacy services agreement with CareValidate, Inc. (“CareValidate”) to fulfill GLP-1 agonist prescriptions for CareValidate’s network of on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, 2025, and we expect steady revenue growth from this customer.

Polomar Pharmacy has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been satisfactorily resolved, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment business model. The Company has had insufficient access to capital to successfully implement its business plan.

The Company also owns SlimRx^TM^ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in early 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and tirzepatide compounded with vitamin B-12 and other complementary compounded weight loss formulations (VitaSlim^TM^ and VitaSlim Plus^TM^). SlimRx filed an application for statutory trademark protection on August 29, 2024. In April of 2025, the Company received an “Action Letter” from the U.S. Patent and Trademark Office (“USPTO”) requiring the Company to show the applied for mark being used in commerce, and to amend its description of goods. The Company has received an extension to respond to the USPTO letter until October 24, 2025. On October 24, the Company filed a response with the USPTO amending its description of goods and changing its intent to use. The Company will further amend its trademark application upon the launch of SlimRx. Any prescriptions issued via SlimRx will be compounded and fulfilled by Polomar Pharmacy. The Company also expects to launch PoloMeds^TM^ (polomeds.com) during the first quarter of 2026 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded men’s health formulations including testosterone and erectile dysfunction medications, inhalable and sublingual sildenafil.

An integral part of the Company’s business model is to provide prescription fulfillment services to third party web based tele-health platforms. The Company has executed a contract with ForHumanity Health, Inc. for our licensed inhalable sildenafil drug and with CareValidate for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the terms of the respective agreements will be fulfilled by Polomar Pharmacy. This “wholesale” part of the Company’s business is expected to experience steady growth over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.

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CorporateHistory and Capital Structure

The Company incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24, 2003, the name was changed to HealthMed Services, Ltd. On or about September 2, 2022, the name was changed to Trustfeed Corp. (“Trustfeed”). As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).

However,

effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “Transaction”). Additionally, Rasmus Refer, the Company’s then Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer) and Chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.

Also as of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director to fill the vacancy, to serve as director until the next annual meeting of stockholders of the Company, subject to his prior resignation or removal, and until his successor is duly elected and qualified, and Mr. Rosen was appointed President, Chief Financial Officer, Secretary and Treasurer of the Company.

Upon the consummation of the Transaction on December 29, 2023, the Company experienced a change in control. The Transaction and related transactions had the following consequences:

New<br> management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or<br> more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be<br> owned by affiliates of management.
The<br> Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions,<br> and in the meantime, has suspended our operations relating to the Pre-Existing Business, with the expectation of permanently shutting<br> down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).

Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney.

PolomarMerger

On September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition is considered a “reverse recapitalization” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company ceased commercializing the Pre-Existing Business.

On

October 9, 2024, pursuant to the terms of the Merger Agreement, CWR 1, LLC, a shareholder of the Company, returned 50,000,000 shares of the Company’s common stock for cancellation. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split) shares of its common stock to the former Polomar members in the Merger.

CompanyLoans

On

August 13, 2024, as amended on November 8, 2024, Polomar Pharmacy entered into a Promissory Note and Loan Agreement with Reprise Management, Inc. (“Reprise”) as the lender (the “Reprise Note”). Pursuant to the Reprise Note, Reprise agreed to loan to Polomar Pharmacy up to $700,000

in one or more advances from time to time. An initial draw

under the Reprise Note in the amount of $522,788

was made, which funds were used to repay all amounts due to

Reprise pursuant to prior undocumented loans provided by Reprise to Polomar Pharmacy. On June 30, 2025, Reprise exchanged $300,000 of the amount due and owing under the Reprise Note for 60 shares of the Company’s newly designated and issued Series A Convertible Preferred Stock. The Reprise Note was amended on July 2, 2025 (the “2nd Amendment”), providing that the remaining principal balance of $597,549.74 of the Reprise Note shall be subject to an annual interest rate of 12% and all outstanding principal and accrued interest shall be due and payable on or before July 31, 2027 As of September 30, 2025, the outstanding principal amount of the Reprise Note was $686,403.74

plus accrued interest of $18,815

. Also, Reprise is an affiliate of Daniel Gordon and GLD Partners, LP. (“GLDLP”). Mr. Gordon is the President of Reprise and the majority shareholder of GLD Management, Inc. (“GLD Management”), the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.

Effective

as of August 16, 2024, the Company entered into a Promissory Note and Loan Agreement (the “CWR Note”), as the borrower, with CWR as the lender. Pursuant to the CWR Note, CWR agreed to loan to the Company up to $250,000

in one or more advances from time to time. An initial draw

under the CWR Note in the amount of $157,622.56

was made, which funds are being used to repay CWR all amounts due to CWR pursuant to prior undocumented loans provided by CWR to the Company. On July 2, 2025, the Company and CWR executed an amendment to the CWR Note (“CWR First Amendment”), effective on June 30, 2025, whereby CWR exchanged the CWR Note for 90 shares of the Company’s Series A Convertible Stock.

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On July 21, 2025, the Company entered into a new Promissory Note and Loan Agreement with CWR (“CWR Note II”).

The CWR Note II incorporates the following material terms:

The Company may draw up to $150,000<br>per the terms of the CWR Note II. The Company is required to<br>meet certain milestones as more fully described in the CWR Note II in order to draw funds from CWR.
The CWR Note II shall mature and be payable in full on or before<br>October 31, 2025, or immediately upon other events as disclosed in the CWR Note II.
The initial interest rate shall be 12%<br>APR accruing on a calendar quarterly basis. In the event the CWR Note II is not paid in full on or before October 31, 2025, then the<br>interest rate shall be equal to the prime interest rate as published on the first day of each month in the Wall Street Journal –Money Rates plus 7%.

On

September 17, 2025, the Company and CWR executed an amendment to the CWR Note II (the “CWR II First Amendment”). The CWR II First Amendment increased the principal amount that the Company may draw upon by $150,000 (the “CWR II Additional Principal”) to $300,000. The CWR II Additional Principal has certain restrictions regarding the use of any funds drawn by the Company. The Company may only utilize CWR II Additional Principal for costs associated with the manufacturing and testing of its inhalable sildenafil product. The CWR II Additional Principal shall be subject to a 3% discount per draw.

All other material terms of CWR Note II remain unchanged.

As

of September 30, 2025, the Company has received draws pursuant to the terms of the CWR Note II in the amount of $172,136.16 plus accrued interest of $2,152 .

CWR, an affiliate of the Company, owns approximately 18% of the issued and outstanding shares of the Common Stock of the Company. Daniel Gordon, CWR’s manager, controls or beneficially owns approximately 24% of the issued and outstanding Common Stock of the Company; therefore, Mr. Gordon has voting control over approximately 42% of the issued and outstanding shares of the Company’s Common Stock.

On July 28, 2025, the Company entered into a Promissory Note and Loan Agreement (the “Profesco Note”) with Profesco Holdings, LLC., a Michigan limited liability company (“Profesco Holdings”).

The Profesco Note incorporates the following material terms:

The<br> Company may draw up to $100,000 per the terms of the Profesco Note.
The<br> Profesco Note shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in<br> the Profesco Note. The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the Profesco Note<br> is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published<br> on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

Terrence M. Tierney, the Company’s CEO, President and Secretary and a director of the Company, is the sole member and manager of Profesco Holdings.

As

of September 30, 2025, the Company has received draws pursuant to the terms of the Profesco Note in the aggregate amount of $114,878.36.

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CorporateActions

On October 10, 2024, the Company filed Amended and Restated Articles of Incorporation (the “Articles”) with the Secretary of State of the State of Nevada to effect the following actions:

1. To change the name of the Company from Trustfeed Corp. to Polomar Health Services, Inc.;

2.

To increase the Company’s authorized shares of “blank check” preferred stock to 5,000,000; and

3. To effect a reverse stock split with a ratio of 1-for-10.

On November 1, 2024, the Company effected the 1 for 10 reverse stock split. Accordingly, as of November 1, 2024, there were 27,657,679 shares of our common stock issued and outstanding.

In addition, the Company adopted our 2024 Equity and Incentive Compensation Plan.

Effective December 12, 2024, the Company’s trading symbol was changed from TRFE to PMHS.

LicenseAgreement

On June 29, 2024, Trustfeed executed a Know How and Patent License Agreement (the “License Agreement”) with Pinata Holdings, Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025, to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide, non-exclusive and non-transferable pursuant to the terms of the License Agreement.

The Company shall be obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products utilizing the IP Rights containing the Ingredients.

The License Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach of its obligations under the License Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to the other party.

The Company’s wholly owned subsidiary, Polomar Pharmacy, presently utilizes the licensed IP rights in its inhalable sildenafil products and intends to use the licensed IP rights for inhalable sumatriptan and oral GLP-1 receptor agonists.

On January 9, 2025, the Company entered into a Restated and Amended Know How and Patent License Agreement with Pinata Holdings, Inc., (the “Restated Agreement”). The Restated Agreement was modified to include Polomar Pharmacy as an additional party to the Restated Agreement and the right of the Company to sub-license the licensed intellectual property was removed from the Restated Agreement. All other material terms of the original agreement remain unchanged.

Pinata is an affiliate of CWR.

LicenseAgreement Valuation

The Company believes that the IP rights will positively affect the Company’s revenue during the term of the License Agreement. Assuming the USPTO grants patent protection to some or all of the IP Rights, then the Company can expect twenty years of statutory protection of the IP Rights.

The

Company utilized the income approach to value the intellectual property rights licensed from Pinata. The Company, based upon contractual obligations and sales projections provided to us by ForHumanity, Inc. (see below), projected annual gross revenues through December 31, 2029. After deducting contractual royalties due to Pinata and cost of goods sold we determined that the license had a net present value of $9,735,000. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the USPTO and the license is terminable on one-hundred eighty (180) days notice by either party.

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FORHumanity Agreement

On March 11, 2025, Polomar executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025 and as amended on September 23, 2025, (the “ForHumanity Agreement”) with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40, LLC (“IG4”).

ForHumanity Agreement allows ForHumanity to exclusively market (through April 30, 2026), Polomar’s previously licensed, patent pending, inhalable sildenafil and inhalable eletriptan (the “Products”). While sildenafil and eletriptan have been approved by the FDA for prescription use in an oral form and both medications are generally accepted as safe, the FDA has not approved our inhalable compound formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced medications through Polomar Pharmacy. IG4 provides account management services on behalf of Polomar.

The ForHumanity Agreement incorporates the following material terms:

The<br> license is for an initial term of forty-two months and may be automatically renewed for additional terms provided ForHumanity meets<br> certain revenue commitments prior to the end of the initial term.
In<br> exchange for a guaranteed payment of $750,000<br> ($200,000 of<br> which has been received by Polomar as of September 30, 2025), a $50,000<br> payment is due on or before October 24, 2025, and the remainder on or before November 28, 2025. The Company extended the due date<br> for the remaining $50,000 initial exclusivity payment that was due on October 24, 2025, to November 21, 2025, and the remaining<br> $500,000 exclusivity payment is expected to be received on or before December 31, 2025. Polomar has granted ForHumanity exclusivity<br> to market the Products to potential customers through April 30, 2026. Exclusivity may be extended through June 30, 2026, provided<br> ForHumanity provides at least $1,500,000<br> in gross revenue to Polomar during the first quarter of 2026. The ForHumanity Agreement provides for additional exclusivity<br> extensions upon ForHumanity meeting increased revenue goals to Polomar, including an extension of exclusivity through December 31,<br> 2026, provided Polomar receives gross revenues from ForHumanity of $3,000,000<br> for the period January 1, 2026, through June 30,2026.

Appointmentof CFO

Effective April 10, 2025, the Company’s Board of Directors appointed Charlie Lin, the Company’s current Controller to the office of Treasurer and Mr. Lin shall additionally serve as the Company’s Chief Financial Officer. Also, effective April 10, 2025, Mr. Tierney resigned his position as Treasurer and Chief Financial Officer.

DirectorServices Agreements

On May 7, 2025, the Company entered

into a Board of Directors Services Agreement with David Spiegel, a director of the Company (the “DS Agreement”). The DS Agreement provides for Mr. Spiegel to receive $35,000.00 per annum, in the form of restricted shares of the Company’s common stock as compensation for serving on the Company’s Board. Mr. Spiegel was appointed to the Board on October 1, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Spiegel is entitled to fiscal compensation in the amount of $36,534.00 and shall receive a total of 104,383 shares of restricted common stock pursuant to the terms of the DS Agreement. On June 25, 2025, the Company issued 70,784 shares of fully vested stock to Mr. Spiegel. On July 15, 2025, and August 15, 2025, respectively, the Company issued an additional 8,400 shares of restricted common stock to Mr. Spiegel. The Company has issued a total of 87,584 shares to Mr. Spiegel through September 30, 2025. (See Note 6 – Subsequent Events).

On

May 7, 2025, the Company entered into a Board of Directors Services Agreement with Gabe Del Virginia, a director of the Company (the “GDV Agreement”). The GDV Agreement provides for Mr. Del Virginia to receive $35,000.00 per annum, in the form of restricted shares of the Company’s common stock as compensation for serving on the Company’s Board. Mr. Del Virginia was appointed to the Board on July 18, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Del Virginia is entitled to fiscal compensation in the amount of $43,750.00 and shall receive a total of 125,000 shares of restricted common stock pursuant to the terms of the GDV Agreement. On June 27, 2025, the Company issued 91,677 shares of fully vested restricted stock to Mr. Del Virginia. On July 15, 2025, and August 15, 2025, respectively, the Company issued an additional 8,333 shares of restricted common stock to Gabriel Del Virginia. The Company has issued a total of 108,333 shares to Mr. Del Virginia through September 30, 2025. (See Note 6 – Subsequent Events).

On

June 21, 2025, the Company entered into a Board of Directors Services Agreement with Terrence M. Tierney, a director of the Company (the “TMT Agreement”). The TMT Agreement provides for Mr. Tierney to receive $35,000.00

per annum, in the form of restricted shares of the Company’s

common stock as compensation for serving on the Company’s Board. Mr. Tierney was appointed to the Board on March 21, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Tierney is entitled to fiscal compensation in the amount of $43,750.00

for the period March 21, 2024, through June 21, 2025, and an

additional $10,983 through October 16, 2025. Mr. Tierney shall be entitled to receive a total of 156,381

shares of restricted common stock pursuant to the terms of

the TMT Agreement. The Company has issued a total of 161,028

shares to Mr. Tierney as of September 30, 2025, 25,000 shares

were issued on September 15, 2025, pursuant to the terms of Mr. Tierney’s Executive Employment Agreement. Mr. Tierney waived his remaining director compensation upon becoming an employee of the Company.

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Altanine Merger Agreement

On July 23, 2025, the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Altanine Inc., a Nevada corporation (“Altanine”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Altanine, with Altanine continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of the Company (the “Altanine Merger”).

Following the consummation of the Altanine Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80% of the then-issued and outstanding shares of Company common stock and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Company common stock. The Company also agreed to assume Altanine’s existing incentive plan, and all outstanding options granted by Altanine, as adjusted by the Exchange Ratio. Additionally, at the Effective Time, all unexercised and unexpired warrants to purchase shares of Altanine common stock or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company’s common stock, as adjusted by the Exchange Ratio.

The board of directors of the Company (the “Board”) and of Altanine unanimously approved the Merger Agreement and the transactions contemplated thereby.

The foregoing summary of the Altanine Merger Agreement and the Altanine Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Altanine Merger Agreement, a copy of which is herein incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2025. On October 8, 2025, the Company and Altanine executed an amendment to the Altanine Merger Agreement (See Note 6 – Subsequent Events).

Professional Services Agreement

On July 28, 2025, the Company executed Addendum #3 to the Professional Services Agreement dated March 21, 2024, in effect between Profesco, Inc., Terrence M. Tierney and the Company (the “Services Agreement”).

Polomar, Profesco and Tierney agree as follows:

1. The ServiceAgreement shall be extended through August 31, 2025.
2. Total compensation for the period commencing on April 1, 2025, through August 31, 2025, shall be at a flat rate of sixty-four thousand and 00/100 dollars ($64,000.00) plus reasonable approved expenses.
3. Profesco shall issue to Polomar semi-monthly invoices for services rendered pursuant to the Agreement.
4. Tierney shall continue to serve as the President, interim CEO and Secretary of Polomar.
5. The remaining terms of the Agreement shall remain unchanged and in full effect.

Employment Agreement


Effective September 15, 2025, the Company has entered into an Executive Employment Agreement (“Tierney Employment Agreement”) with Terrence M. Tierney. Mr. Tierney shall serve as the Company’s President, Chief Executive Officer and Secretary.

Mr. Tierney will earn a salary of $27,750 per month and will

be eligible to receive an annual discretionary bonus, with a target annual bonus of seventy-five percent (75%) of his base salary, in accordance with Polomar’s compensation policy and as determined by Polomar’s Compensation Committee.

Mr. Tierney’s employment is considered “at-will”,

and he will be entitled to benefits offered by Polomar to other senior executive employees, including health insurance, paid leave, employee stock options, and participation in any 401K plan offered by Polomar. Mr. Tierney is to receive a sign-on bonus of 125,000 shares of Polomar’s common stock vesting over a five-month 5 period, and 1,000,000 ten-year non-qualified options to purchase Polomar’s common stock at a strike price of $.20 per share. As of September 30, 2025, the Company has issued 25,000 shares to Mr. Tierney pursuant to the terms of the Tierney Employment Agreement. As of the date of this filing Mr. Tierney has not exercised any of his options.

In accordance with the terms of the Tierney Employment Agreement, Mr. Tierney will be eligible to receive severance benefits upon termination of his employment by Polomar without cause or upon his resignation for good reason, including accelerated vesting of his employee stock options, a lump sum payment, and reimbursement of health insurance premiums. Mr. Tierney will also be entitled to certain severance benefits upon his termination in the event of a change in control of Polomar, including a lump sum payment and accelerated vesting of his employee stock options.

Mr. Tierney will have rights to indemnification and directors’ and officers’ liability insurance maintained by Polomar. Pursuant to the terms of the Tierney Employment Agreement the Company and Mr. Tierney have agreed to a November 1, 2025, “Start Date”.

The Company’s address is 32866 US Hwy. 19 N, Palm Harbor, FL 34684.

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NOTE

2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basisof presentation

The accompanying unaudited condensed financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the period presented have been reflected herein.

It is management’s opinion, however, that all material adjustments (consisting of normal and recurring adjustments) have been made which are necessary for a fair financial statements presentation. The results for the interim period are not necessarily indicative of the results to be expected for the year.

Useof estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ significantly from those estimates.

Cashand cash equivalents

For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. The carrying value of these investments approximates fair value. The Company did not have any cash equivalents as of September 30, 2025 and December 31, 2024.

Stock-basedcompensation

The Company follows ASC 718-10, “Stock Compensation”, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. ASC 718-10 is a revision to SFAS No. 123, “Accounting for Stock-Based Compensation,” and supersedes Accounting Principles Board (“APB”) Opinion No. 25, “Accounting for Stock Issued to Employees,” and its related implementation guidance. ASC 718-10 requires measurement of the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized.

Earningsper share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Revenuerecognition

The Company recognizes revenue in accordance with generally accepted accounting principles as outlined in the Financial Accounting Standard Board’s (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue From contracts with Customers, which requires that five basic criteria be met before revenue can be recognized: (i) identify the contract with the customer; (ii) identity the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price; and (v) recognize revenue when or as the entity satisfied a performance obligation. Revenue from the sale of goods is recognized when all the following conditions are satisfied:

Revenue from the sale of goods is recognized when all the following conditions are satisfied:

Identification of the Contract: The Company identifies a contract with a customer when an agreement exists that creates enforceable rights and obligations for both parties

Identification of Performance Obligations: The Company identifies the distinct performance obligations within each contract. A performance obligation is a promise to transfer to the customer a distinct good or service (or a bundle of goods or services) that is separately identifiable from other promises in the contract.

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Determination of Transaction Price: The transaction price is determined based on the consideration to which the company expects to be entitled in exchange for transferring goods to the customer.

Allocation of Transaction Price: The transaction price is allocated to each performance obligation based on its standalone selling price.

Recognition of Revenue: Revenue is recognized when control of the goods is transferred to the customer, which generally occurs at a point in time when the goods are shipped or delivered, and the customer obtains legal title. For contracts that include multiple performance obligations, revenue is allocated to each performance obligation based on its relative standalone selling price. If the standalone selling price is not directly observable, the Company estimates it using appropriate valuation techniques, such as the adjusted market assessment, expected cost plus margin, or residual approach, depending on the nature of the performance obligation.

Fairvalue of financial instruments

The Company measures fair value in accordance with ASC 820 - Fair Value Measurements. ASC 820 defines fair value and establishes a three-level valuation hierarchy for disclosures of fair value measurements. ASC 820 establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by ASC 820 are:

Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

Level 2 - Inputs (other than quoted market prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the instrument’s anticipated life.

Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. Valuation of instruments includes unobservable inputs to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.

As defined by ASC 820, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale, which was further clarified as the price that would be received to sell an asset or paid to transfer a liability (“an exit price”) in an orderly transaction between market participants at the measurement date.

The reported fair values for financial instruments that use Level 2 and Level 3 inputs to determine fair value are based on a variety of factors and assumptions. Accordingly, certain fair values may not represent actual values of the Company’s financial instruments that could have been realized as of December 31, 2023, or that will be recognized in the future, and do not include expenses that could be incurred in an actual settlement. The carrying amounts of the Company’s financial assets and liabilities, such as cash, accounts receivable, receivables from related parties, prepaid expenses and other, accounts payable, accrued liabilities, and related party and third-party notes payables approximate fair value due to their relatively short maturities. The Company’s notes payable to related parties approximates the fair value of such instrument based upon management’s best estimate of terms that would be available to the Company for similar financial arrangements at September 30, 2025, and December 31, 2024.

IntellectualProperty

We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents, knowhow and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized intellectual property on a straight-line basis over 10 years, which represents the estimated useful lives of the patents, know-how and patent license rights. The ten-year estimated useful life is based on our assessment of such factors as: the integrated nature of the portfolios being licensed, the overall makeup of the portfolio over time, and the length of license agreements for such patents. We assess the potential impairment to all capitalized net intellectual property costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.

The

carrying value of intellectual property as of September 30, 2025, is $8,761,501 which is included within “Other Assets” in the consolidated balance sheets.

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Goodwilland Other Intangible Assets

Goodwill

Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the net tangible and identified intangible assets acquired under a business combination. The Company reviews impairment of goodwill at least annually and more frequently if there are signs of impairment. The Company first assesses qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether a quantitative goodwill impairment test is necessary. If the Company concludes it is more likely than not that the fair value of a reporting unit exceeds its carrying amount, the Company need not perform the quantitative assessment.

If based on the qualitative assessment, the Company believes it is more likely than not that the fair value of a reporting unit is less than its carrying value, a quantitative assessment test is required to be performed. This assessment requires the Company to compare the fair value of each reporting unit to its carrying value including allocated goodwill. The Company determines the fair value of its reporting units generally using a combination of the income and market approaches. The income approach is estimated through the discounted cash flow method based on assumptions about future conditions such as future revenue growth rates, new product and technology introductions, gross margins, operating expenses, discount rates, future economic and market conditions, and other assumptions. The market approach estimates the fair value of the Company’s equity by utilizing the market comparable method which is based on revenue multiples from comparable companies in similar lines of business. If the carrying value of a reporting unit exceeds the reporting unit’s fair value, a goodwill impairment charge will be recorded for the difference up to the carrying value of goodwill.

OtherIntangible Assets

Intangible assets consist of Polomeds.com; Polomarhs.com. Refer to the above Intellectual Property section for more information on acquired patents, know-how, patent license rights and existing technology. We make judgments about the recoverability of acquired finite-lived intangible assets whenever facts and circumstances indicate that the useful life is shorter than originally estimated or that the carrying amount of assets may not be recoverable. If such facts and circumstances exist, we assess recoverability by comparing the projected undiscounted net cash flows associated with the related asset or group of assets over their remaining lives against their respective carrying amounts. Impairments, if any, are based on the excess of the carrying amount over the fair value of those assets. If the useful life is shorter than originally estimated, we would accelerate the rate of amortization and amortize the remaining carrying value over the new shorter useful life.

The

carrying value of Other Intangible Assets as of September 30, 2025, was $225,000, which is included within “Other Non-Current Assets” in the consolidated balance sheets.

GoingConcern

The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management

evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated condensed financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2025, the Company had $38,854 cash on hand. As of September 30, 2025, the Company has an accumulated deficit of $4,623,356. For the nine months ended September 30, 2025, the Company had a net loss of $1,712,193 and cash used in operations of $586,016. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

Over the next twelve months, management plans to raise additional capital upon the closing of the Altanine Merger transaction, invest its working capital resources in Polomar’s pharmacy operations and in other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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Recentaccounting pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews condensed consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2025-01 requires PBEs to adopt the amendments of ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted.

In May of 2025, the FASB issued ASU 2025-04 to clarify the accounting treatment of share-based compensation payable to a customer. The Company has not engaged in providing share-based compensation to a customer and does not presently anticipate doing so.

In July of 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Losses. This ASU update provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

In September of 2025, the FASB issued ASU 2025-06, Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to for the Accounting of Internal-Use Software. This ASU provides (1) entities remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40.

In September of 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This ASU (1) refines the scope of the guidance on derivatives in ASC 8152 (Issue 1) and (2) clarifies the guidance on share-based payments from a customer in ASC 606 (Issue 2). The ASU is intended to address concerns about the application of derivative accounting to contracts that have features based on the operations or activities of one of the parties to the contract and to reduce diversity in the accounting for share-based payments in revenue contracts.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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NOTE

3 – RELATED PARTY TRANSACTIONS

Dueto related party

On

August 13, 2024, as amended on November 8, 2024, Polomar Specialty Pharmacy, LLC entered into a Promissory Note and Loan Agreement with Polomar Pharmacy as the borrower and Reprise Management, Inc. (“Reprise”) as the Lender (the “Reprise Note”). Pursuant to the Reprise Note, Reprise agreed to loan to Polomar Pharmacy up to $700,000

in one or more advances from time to time. An initial draw

under the Note in the amount of $522,788

was made, which funds were used to repay all amounts due to

Reprise pursuant to prior undocumented loans provided by Reprise to Polomar Pharmacy. On June 30, 2025, Reprise exchanged $300,000 of the amount due and owing under the Reprise Note for 60 shares of the Company’s newly designated and issued Series A Convertible Preferred Stock. The Reprise Note was amended on July 2, 2025 (the “2nd Amendment”), providing that the remaining principal balance of $597,549.74 of the Reprise Note shall be subject to an annual interest rate of 12% and all outstanding principal and accrued interest shall be due and payable on or before July 31, 2027. As of September 30, 2025, the outstanding principal amount of the Reprise Note was $686,403.74 plus accrued interest of $18,815.

Reprise is an affiliate of Daniel Gordon and GLDLP. Mr. Gordon is the President of Reprise and the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR.

Effective

as of August 16, 2024, we entered into a Promissory Note and Loan Agreement (the “CWR Note”), as the borrower, with CWR 1, LLC as the lender (“Lender” or “CWR”). Pursuant to the CWR Note, CWR agreed to loan to the Company up to $250,000 in one or more advances from time to time. An initial draw under the Note in the amount of $157,622.56 was made, which funds are being used to repay the Lender all amounts due to Lender pursuant to prior undocumented loans provided by Lender to the Company. As of June 30, 2025, the outstanding principal amount of the Note was $450,000, inclusive of all accrued interest. On July 2, 2025, the Company and Lender executed an amendment to the CWR Note (“First Amendment”), effective as of June 30, 2025, the Lender exchanged the Note for 90 shares of the Company’s Series A Convertible Stock. The Company considers the CWR Note paid in full as of June 30, 2025.

On

January 31, 2025, Daniel Gordon, an affiliate of the Company, personally loaned the Company the sum of $10,000. As of April 1, 2025, the loan has been repaid in full.

Related Party Loans

On July 21, 2025, the Company entered into a new Promissory Note and Loan Agreement with CWR (“CWR Note II”).

The Note incorporates the following material terms:

The

Company may draw up to $150,000 per the terms of the CWR Note II. The Company is required to meet certain milestones as more fully described in the Note in order to draw funds from CWR.

The CWR Note II shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in the CWR Note II.

The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the CWR Note II is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

On September 17, 2025, the Company and CWR executed an amendment

to the CWR Note II (the “CWR II First Amendment”). The CWR II First Amendment increased the principal amount that the Company may draw upon by $150,000 (the “CWR II Additional Principal”) to $300,000. The CWR II Additional Principal has certain restrictions regarding the use of any funds drawn by the Company. The Company may only utilize CWR II Additional Principal for costs associated with the manufacturing and testing of its inhalable sildenafil product. The CWR II Additional Principal shall be subject to a 3% discount per draw.

All other material terms of CWR Note II remain unchanged.

As

of September 30, 2025, the Company has received draws pursuant to the terms of the Amended Note II in the amount of $172,136.16 plus accrued interest of $2,152.

CWR, an affiliate of the Company, owns approximately 18% of the issued and outstanding shares of the common stock of the Company. Daniel Gordon, CWR’s manager controls or beneficially owns approximately 24% of the issued and outstanding common stock of the Company; therefore, Mr. Gordon has voting control over approximately 42% of the issued and outstanding shares of the Company’s common stock.

On July 28, 2025, the Company entered into a Promissory Note and Loan Agreement (the “Profesco Note”) with Profesco Holdings, LLC., a Michigan limited liability company (“Profesco Holdings”).

The Note incorporates the following material terms:

The<br> Company may draw up to $100,000 per the terms of the Note.
The<br> Note shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in the Note.<br> The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the Note is not paid in full on or<br> before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published on the first day of each month<br> in the Wall Street Journal – Money Rates plus 7%.

On November 17, 2025, the Company and Profesco Holdings executed an amendment to the Profesco Note (the “Profesco First Amendment”).

The Profesco First Amendment increased the principal amount<br>that the Company may draw upon by $100,000<br>(the “Profesco Additional Principal”) to $200,000.
The Profesco Additional Principal shall be subject to a 3%<br>origination fee per draw. The annual interest rate to be charged on the Additional Principal shall be 15%, simple interest. The Profesco<br>First Amendment contains provisions for repayment of the Profesco Note between November 1, 2025, and December 31, 2025.
Any remaining principal due and owing after on or after January<br>1, 2026 shall be subject to an 18% annual interest rate.

Terrence M. Tierney, the Company’s interim CEO, President and Secretary and a director of the Company, is the sole member and manager of Profesco Holdings.

As of September 30, 2025, the Company has received draws pursuant to the terms of the Note in the aggregate amount of $114,878.36.

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NOTE

4 – INCOME TAXES

The components of the Company’s provision for federal income tax for the years ended September 30, 2025 and 2024 consist of the following:

SCHEDULE OF FEDERAL INCOME TAX

September 30, September 30,
2025 2024
Federal income tax benefit attributable to:
Current operations $ 4,623,356 $ 2,192,373
Less: valuation allowance (4,623,356 ) (2,192,373 )
Net provision for federal income taxes $ - $ -

The cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows:

SCHEDULE

OF DEFERRED TAX AMOUNT

September 30, September 30,
2025 2024
Deferred tax asset attributable to:
Net operating loss carryover $ 970,905 $ 460,398
Less: valuation allowance (970,905 ) (460,398 )
Net deferred tax asset $ - $ -

NOTE

5 – STOCKHOLDERS’ DEFICIT

The

Company is authorized to issue 295,000,000 authorized shares of common stock with a par value of $0.001 as of September 30, 2025, and 2024, respectively. The Company had 28,019,624 and 27,657,679 issued and outstanding shares of common stock as of September 30, 2025, and 2024, respectively.

The

Company previously had 5,000,000 authorized shares of preferred stock with a par value of $0.001, which the Company had designated as Series A Preferred Stock. As of December 31, 2023, 500,000 shares of Series A Preferred Stock were issued and outstanding. In conjunction with the Merger and the Series A Preferred Stock designation the 500,000 issued and outstanding shares were converted into 10,000,000 (pre-split) shares of the Company’s common stock.

The

Company also has 5,000,000 authorized shares of “blank check” preferred stock. As of September 30, 2025, the Company has designated 500 shares of Series A Convertible Preferred Stock ($.001 par value) (the “Series A Preferred”) and has issued 150 shares of the Series A Preferred.

NOTE

6 – SUBSEQUENT EVENTS

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.


On October 23, 2025, the Company extended the due

date for the remaining $50,000 initial exclusivity payment that was due on October 24, 2025, to November 21, 2025, and the remaining $500,000 exclusivity payment is expected to be received on or before December 31, 2025.


On October 29, 2025, pursuant to the terms of the September 15, 2025, Executive Employment Agreement between the Company and Mr. Tierney, the Company and Mr. Tierney mutually agreed that Mr. Tierney’s “Start Date” would be November 1, 2025.

On October 29, 2025, the Company and Profesco,

Inc. agreed to Addendum #4 to the Professional Services Agreement in effect between the Company, Profesco, Inc. and Mr. Tierney extending the agreement through October 31, 2025. The Addendum provides total compensation in the amount of $32,000 plus reasonable expenses for the period September 1, 2025, through October 31, 2025.

On November 15, 2025, the Company issued 16,667

shares of the Company’s common stock to Gabriel Del Virginia in fulfillment of the Company’s obligations pursuant to Mr. Del Virginia’s Director Services Agreement.

On November 15, 2025, the Company issued 16,799

shares of the Company’s common stock to David Spiegel in fulfillment of the Company’s obligations pursuant to Mr. Spiegel’s Director Services Agreement.

On November 17, 2025, the Company and Profesco Holdings executed an amendment to the Profesco Note (the “Profesco First Amendment”). The Profesco First Amendment increased the principal amount that the Company may draw upon by $100,000 (the “Profesco Additional Principal”) to $200,000. The Profesco Additional Principal shall be subject to a 3% origination fee per draw. The annual interest rate to be charged on the Additional Principal shall be 15%, simple interest. The Profesco First Amendment contains provisions for repayment of the Profesco Note between November 1, 2025, and December 31, 2025. Any remaining principal on or after January 1, 2026, shall be subject to an 18% annual interest rate.


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Item2. Management’s Discussion and Analysis of Financial Condition and Results of Operations - Forward-Looking Statements

This quarterly report contains forward-looking statements. Forward-looking statements are projections of events, revenues, income, future economic performance or management’s plans and objectives for our future operations. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “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 in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward- looking statements. These risks include, by way of example and not in limitation:

the<br> uncertainty of profitability based upon our history of losses;
legislative<br> or regulatory changes concerning platforms with data about companies;
risks<br> related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern;
risks<br> related to our operations and uncertainties related to our business plan and business strategy;
changes<br> in economic conditions;
uncertainty<br> with respect to intellectual property rights, protecting those rights and claims of infringement of other’s intellectual property;
competition;<br> and
cybersecurity<br> concerns.

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully, including those contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, in each case under “Risk Factors,” and readers should not place undue reliance on our forward-looking statements. Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made, and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.

Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

CompanyOverview

The Company operates Polomar Pharmacy, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196. Polomar Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility operates pursuant to guidelines established under Sec. 503A “Compounding Pharmacy” of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by state licensed physicians and other licensed healthcare professionals including physician assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications in 30 states. Polomar Pharmacy is actively seeking licenses and authorization to operate in other states and expects to be able to provide prescription medications in additional U.S. states by the end of 2025 and early 2026.

Prior to the Polomar Merger, Polomar Pharmacy’s business was concentrated on providing compounded dermatological prescription medications for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist for the treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were primarily fulfilled on behalf of local dermatologists with limited interstate prescription delivery. In early 2024, Polomar Pharmacy commenced the construction of clean rooms to allow for the dispensing of sterile compounded drugs. Polomar Pharmacy received its Special Sterile Compounding Permit in August of 2024. Polomar Pharmacy continued to primarily fulfill prescriptions for compounded dermatological drugs and has, on a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September 26, 2025, the Company executed a one-year non-exclusive pharmacy services agreement with CareValidate to fulfill GLP-1 agonist prescriptions for CareValidate’s network of on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, 2025, and we expect steady revenue growth from this customer.

Polomar Pharmacy has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been satisfactorily resolved, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment business model. The Company has had insufficient access to capital to successfully implement its business plan.

The Company also owns SlimRx^TM^ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in early 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as semaglutide and tirzepatide compounded with vitamin B-12 and other complementary compounded weight loss formulations (VitaSlim^TM^ and VitaSlim Plus^TM^). SlimRx filed an application for statutory trademark protection on August 29, 2024. In April of 2025, the Company received an “Action Letter” from the USPTO requiring the Company to show the applied for mark being used in commerce, and to amend its description of goods. The Company has received an extension to respond to the USPTO letter until October 24, 2025. On October 24, the Company filed a response with the USPTO amending its description of goods and changing its intent to use. The Company will further amend its trademark application upon the launch of SlimRx. Any prescriptions issued via SlimRx will be compounded and fulfilled by Polomar Pharmacy. The Company also expects to launch PoloMeds^TM^ (polomeds.com) during the first quarter of 2026 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded men’s health formulations including testosterone and erectile dysfunction medications, inhalable and sublingual sildenafil.

An integral part of the Company’s business model is to provide prescription fulfillment services to third party web-based tele-health platforms. The Company has executed a contract with ForHumanity Health, Inc. for our licensed inhalable sildenafil drug and with CareValidate for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the terms of the respective agreements will be fulfilled by Polomar Pharmacy. This “wholesale” part of the Company’s business is expected to experience steady growth over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.

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CorporateHistory and Capital Structure

We were incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24, 2003, the name was changed to HealthMed Services, Ltd. On or about September 2, 2022, the name was changed to Trustfeed Corp. (“Trustfeed”). As a result of the change in ownership of the Company in 2021 by Fastbase, the Company became a technology company with access to a global database of information to provide consumers with trusted information about the companies they do business with (the “Pre-Existing Business”).

However, effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i) 90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share, of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares” and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability Company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “Transaction”). Additionally, Rasmus Refer, the Company’s then Chief Executive Officer (principal executive officer, principal accounting officer and principal financial officer) and Chairman and sole member of the Company’s Board of Directors (the “Board”), resigned from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.

Also as of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director to fill the vacancy, to serve as director until the next annual meeting of stockholders of the Company, subject to his prior resignation or removal, and until his successor is duly elected and qualified, and Mr. Rosen was appointed President, Chief Financial Officer, Secretary and Treasurer of the Company.

Upon the consummation of the Transaction on December 29, 2023, the Company experienced a change in control. The Transaction and related transactions had the following consequences:

New<br> management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or<br> more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be<br> owned by affiliates of management.
The<br> Company’s new management will be evaluating the Company’s Pre-Existing Business as part of these possible future transactions,<br> and in the meantime, has suspended our operations relating to the Pre-Existing Business, with the expectation of permanently shutting<br> down, spinning off or assigning the Pre-Existing Business at the time of such future transaction(s).

Effective as of March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all such positions by Terrence M. Tierney.

PolomarMerger

On September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition is considered a “reverse recapitalization” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company ceased commercializing the Pre-Existing Business.

On October 9, 2024, pursuant to the terms of the Merger Agreement, CWR 1, LLC, a shareholder of the Company, returned 50,000,000 shares of the Company’s common stock for cancellation. Also, in October 2024, pursuant to the terms of the Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split) shares of its common stock to the former Polomar members in the Merger.

PinataLicense

On June 29, 2024, we executed a Know How and Patent License Agreement, as amended, with Pinata Holdings, Inc. (“Pinata”), to license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing metformin, eletriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). It is the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by us post-Acquisition.

FORHumanityAgreement

On March 11, 2025, Polomar executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025 and as amended on September 23, 2025, with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40, LLC (“IG4”) (collectively, the “ForHumanity Agreement”)

The ForHumanity Agreement allows ForHumanity to exclusively market (through April 30, 2026), Polomar’s previously licensed, patent pending, inhalable sildenafil and inhalable eletriptan (the “Products”). While sildenafil and eletriptan have been approved by the FDA for prescription use in an oral form and both medications are generally accepted as safe, the FDA has not approved our inhalable compound formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced medications through Polomar Pharmacy. IG4 provides account management services on behalf of Polomar.

The ForHumanity Agreement incorporates the following material terms:

The<br> license is for an initial term of forty-two months and may be automatically renewed for additional terms provided ForHumanity meets<br> certain revenue commitments prior to the end of the initial term.
In<br> exchange for a guaranteed payment of $750,000 ($200,000 of which has been received by Polomar as of September 30, 2025), a $50,000<br> payment is due on or before October 24, 2025, and the remainder on or before November 28, 2025. The Company extended the due date<br> for the remaining $50,000 initial exclusivity payment that was due on October 24, 2025, to November 21, 2025, and the remaining<br> $500,000 exclusivity payment is expected to be received on or before December 31, 2025. Polomar has granted ForHumanity exclusivity<br> to market the Products to potential customers through April 30, 2026. Exclusivity may be extended through June 30, 2026, provided<br> ForHumanity provides at least $1,500,000 in gross revenue to Polomar during the first quarter of 2026. The ForHumanity Agreement<br> provides for additional exclusivity extensions upon ForHumanity meeting increased revenue goals to Polomar, including an extension<br> of exclusivity through December 31, 2026, provided Polomar receives gross revenues from ForHumanity of $3,000,000 for the period<br> January 1, 2026, through June 30,2026.
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Appointmentof CFO

Effective April 10, 2025, the Company’s Board of Directors appointed Charlie Lin, the Company’s current Controller to the office of Treasurer and Mr. Lin shall additionally serve as the Company’s Chief Financial Officer. Also, effective April 10, 2025, Mr. Tierney resigned his position as Treasurer and Chief Financial Officer.

DirectorServices Agreements

On May 7, 2025, the Company entered into a Board of Directors Services Agreement with David Spiegel, a director of the Company (the “DS Agreement”). The DS Agreement provides for Mr. Spiegel to receive $35,000.00 per annum, in the form of restricted shares of the Company’s common stock as compensation for serving on the Company’s Board. Mr. Spiegel was appointed to the Board on October 1, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Spiegel is entitled to fiscal compensation in the amount of $36,534.00 and shall receive a total of 104,384 shares of restricted common stock pursuant to the terms of the DS Agreement. On June 25, 2025, the Company issued 70,784 shares of fully vested stock to Mr. Spiegel. On July 15, 2025, and August 15, 2025, respectively, the Company issued an additional 8,400 shares of restricted common stock to Mr. Spiegel. The Company has issued a total of 87,584 shares to Mr. Spiegel through September 30, 2025. (See Note 6 – Subsequent Events).

On May 7, 2025, the Company entered into a Board of Directors Services Agreement with Gabe Del Virginia, a director of the Company (the “GDV Agreement”). The GDV Agreement provides for Mr. Del Virginia to receive $35,000.00 per annum, in the form of restricted shares of the Company’s common stock as compensation for serving on the Company’s Board. Mr. Del Virginia was appointed to the Board on July 18, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Del Virginia is entitled to fiscal compensation in the amount of $43,750.00 and shall receive a total of 125,000 shares of restricted common stock pursuant to the terms of the GDV Agreement. On June 25, 2025, the Company issued 91,688 shares of fully vested stock to Mr. Del Virginia. On July 15, 2025, and August 15, 2025, respectively, the Company issued an additional 8,333 shares of restricted common stock to Mr. Del Virginia. The Company has issued a total of 108,333 shares to Mr. Del Virginia through September 30, 2025. (See Note 6 – Subsequent Events).

On June 21, 2025, the Company entered into a Board of Directors Services Agreement with Terrence M. Tierney, a director of the Company (the “TMT Agreement”). The TMT Agreement provides for Mr. Tierney to receive $35,000.00 per annum, in the form of restricted shares of the Company’s common stock as compensation for serving on the Company’s Board. Mr. Tierney was appointed to the Board on March 21, 2024, and his initial term shall end on October 16, 2025; therefore, Mr. Tierney is entitled to fiscal compensation in the amount of $43,750.00 for the period March 21, 2024, through June 21, 2025, and an additional $10,983 through October 16, 2025. Mr. Tierney shall be entitled to receive a total of 156,381 shares of restricted common stock pursuant to the terms of the TMT Agreement. The Company has issued a total of 161,028 shares to Mr. Tierney as of September 30, 2025, 25,000 shares were issued on September 15, 2025, pursuant to the terms of Mr. Tierney’s Executive Employment Agreement. Mr. Tierney waived his remaining director compensation upon becoming an employee of the Company.

Altanine Merger Agreement

On July 23, 2025, the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”) and Altanine Inc., a Nevada corporation (“Altanine”), entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Altanine, with Altanine continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of the Company (the “Altanine Merger”).

Following the consummation of the Altanine Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80% of the then-issued and outstanding shares of Company common stock and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Company common stock. The Company also agreed to assume Altanine’s existing incentive plan, and all outstanding options granted by Altanine, as adjusted by the Exchange Ratio. Additionally, at the Effective Time, all unexercised and unexpired warrants to purchase shares of Altanine common stock or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company’s common stock, as adjusted by the Exchange Ratio.

The board of directors of the Company (the “Board”) and of Altanine unanimously approved the Merger Agreement and the transactions contemplated thereby.

The foregoing summary of the Altanine Merger Agreement and the Altanine Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Altanine Merger Agreement, a copy of which is herein incorporated by reference to the Current Report on Form 8-K filed with the SEC on July 29, 2025. On October 8, 2025, the Company and Altanine executed an amendment to the Altanine Merger Agreement (See Note 6 – Subsequent Events).

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Employment Agreement


Effective September 15, 2025, the Company has entered into an Executive Employment Agreement (“Tierney Employment Agreement”) with Terrence M. Tierney. Mr. Tierney shall serve as the Company’s President, Chief Executive Officer and Secretary.

Mr. Tierney will earn a salary of $27,750 per month and will be eligible to receive an annual discretionary bonus, with a target annual bonus of seventy-five percent (75%) of his base salary, in accordance with Polomar’s compensation policy and as determined by Polomar’s Compensation Committee.

Mr. Tierney’s employment is considered “at-will”, and he will be entitled to benefits offered by Polomar to other senior executive employees, including health insurance, paid leave, employee stock options, and participation in any 401K plan offered by Polomar. Mr. Tierney is to receive a sign-on bonus of 125,000 shares of Polomar’s common stock vesting over a five-month period, and 1,000,000 ten-year non-qualified options to purchase Polomar’s common stock at a strike price of $.20 per share. As of September 30, 2025, the Company has issued 25,000 shares to Mr. Tierney pursuant to the terms of the Tierney Employment Agreement. As of the date of this filing Mr. Tierney has not exercised any of his options.

In accordance with the terms of the Tierney Employment Agreement, Mr. Tierney will be eligible to receive severance benefits upon termination of his employment by Polomar without cause or upon his resignation for good reason, including accelerated vesting of his employee stock options, a lump sum payment, and reimbursement of health insurance premiums. Mr. Tierney will also be entitled to certain severance benefits upon his termination in the event of a change in control of Polomar, including a lump sum payment and accelerated vesting of his employee stock options.

Mr. Tierney will have rights to indemnification and directors’ and officers’ liability insurance maintained by Polomar. Pursuant to the terms of the Tierney Employment Agreement the Company and Mr. Tierney have agreed to a November 1, 2025, “Start Date”.

Company Loans

On July 21, 2025, the Company entered into a new Promissory Note and Loan Agreement with CWR (“CWR Note II”).

The Note incorporates the following material terms:

The Company may draw up to $150,000 per the terms of the CWR Note II. The Company is required to meet certain milestones as more fully described in the Note in order to draw funds from CWR.

The CWR Note II shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in the CWR Note II.

The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the CWR Note II is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

On September 17, 2025, the Company and CWR executed an amendment to the CWR Note II (the “CWR II First Amendment”). The CWR II First Amendment increased the principal amount that the Company may draw upon by $150,000 (the “CWR II Additional Principal”) to $300,000. The CWR II Additional Principal has certain restrictions regarding the use of any funds drawn by the Company. The Company may only utilize CWR II Additional Principal for costs associated with the manufacturing and testing of its inhalable sildenafil product. The CWR II Additional Principal shall be subject to a 3% discount per draw. All other material terms of CWR Note II remain unchanged.

As of September 30, 2025, the Company has received draws pursuant to the terms of the CWR Note II in the amount of $172,136.16 plus accrued interest of $2,152.

CWR, an affiliate of the Company, owns approximately 18% of the issued and outstanding shares of the common stock of the Company. Daniel Gordon, CWR’s manager controls or beneficially owns approximately 24% of the issued and outstanding common stock of the Company; therefore, Mr. Gordon has voting control over approximately 42% of the issued and outstanding shares of the Company’s common stock.

On July 28, 2025, the Company entered into a Promissory Note and Loan Agreement (the “Profesco Note”) with Profesco Holdings, LLC., a Michigan limited liability company (“Profesco Holdings”).

The Profesco Note incorporates the following material terms:

The<br> Company may draw up to $100,000 per the terms of the Profesco Note.
The<br> Profesco Note shall mature and be payable in full on or before October 31, 2025, or immediately upon other events as disclosed in<br> the Profesco Note. The initial interest rate shall be 12% APR accruing on a calendar quarterly basis. In the event the Profesco Note<br> is not paid in full on or before October 31, 2025, then the interest rate shall be equal to the prime interest rate as published<br> on the first day of each month in the Wall Street Journal – Money Rates plus 7%.

Terrence M. Tierney, the Company’s CEO, President and Secretary and a director of the Company, is the sole member and manager of Profesco Holdings.

As of September 30, 2025, the Company has received draws pursuant to the terms of the Profesco Note in the aggregate amount of $114,878.36.

See Note 6 – Subsequent Events for additional information.

On September 23, 2025, the Company executed a one-year Pharmacy Services and Compounding Agreement (“Services Agreement”) with CareValidate Incorporated (“CareValidate”). The agreement provides for the Company’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC (“Polomar”) to fill prescriptions for compounded GLP-1 Agonists on behalf of CareValidate’s telehealth networks. Polomar began fulfilling prescriptions pursuant to the terms of the Services Agreement on October 6, 2025. Polomar projects revenues of approximately $195,000 in the fourth quarter of 2025.

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Resultsof Operations for the Nine Months ended September 30, 2025, and September 30, 2024

Revenues

The Company had revenues of approximately $16,174 for the nine months ended September 30, 2025, compared to $37,954 for the nine months ended September 30, 2024. The decrease in revenues over the previous accounting period was primarily due to the registrant’s change in its business as a result of the Merger and, more specifically, a transition from a retail to a wholesale business model.

Operating expenses, which consisted mainly of general and administrative expenses, increased to approximately $1,618,886 for the nine months ended September 30, 2025, from approximately $632,217 for the nine months ended September 30, 2024, an approximately 256% increase.

Our operating expenses for the nine months ended September 30, 2025, consisted mainly of legal and accounting fees

associated with the Company’s SEC filings and planned merger with Altanine, Inc. of approximately $164,093, consulting fees of approximately $169,164, interest expense of $104,643, depreciation and amortization of $777,338, stock based compensation of $129,658 and payroll of approximately $276,881. In comparison, the registrant’s operating expenses for the nine months ended September 30, 2024, consisted mainly of legal and accounting fees associated with the registrant’s SEC filings of approximately $115,497 and payroll of $ 220,957.

NetLoss

We recorded a net loss of approximately $1,712,193 for the nine months ended September 30, 2025, as compared with a net loss of approximately $622,544 for the nine months ended September 30, 2024, as a result of the expenses incurred and insufficient revenues generated during the period, as described further above.

Liquidityand Capital Resources

To date, we have not generated material revenues from operations. We have incurred losses since inception and negative cash flows from operating activities for all periods presented. As of September 30, 2025, we had total current assets of $197,664 and total current liabilities of $1,503,130. We had working capital of ($1,305,466) as of September 30, 2025, as compared with ($797,658) as of September 30, 2024.

We currently do not have sufficient cash to fund our operations for the next 12 months and we require additional working capital for ongoing operating expenses, which has been funded during the three-month period ended September 30, 2025, by related party loans. We anticipate adding consultants or employees for the corresponding operations of the Company, but this will not occur prior to generating significant revenues or obtaining additional capital.

Management is currently in the process of looking for additional investors. Currently, loans from banks or other traditional lending sources for lines of credit or similar short-term borrowings are not available to us. We have been able to raise working capital to fund operations through related party debt or through the issuance of our restricted common stock. The accompanying consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities and commitments in the normal course of business.

Management evaluated all relevant conditions and events that are reasonably known or reasonably knowable, in the aggregate, as of the date the consolidated condensed financial statements are issued and determined that substantial doubt exists about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on the Company’s ability to generate revenues and raise capital. The Company has not generated revenues to provide sufficient cash flows to enable the Company to finance its operations internally. As of September 30, 2025, the Company had $38,854 cash on hand and had an accumulated deficit of $4,623,356. For the nine months ended September 30, 2025, the Company had a net loss of $1,712,193 and cash used in operations of $586,016. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year from the date of filing.

Over the next twelve months management plans to raise additional capital and to invest its working capital resources in its existing business and other potential business opportunities. However, there is no guarantee the Company will raise sufficient capital to continue operations. The condensed unaudited financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

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CashFlows

Net cash used in operating activities was $(586,016) for the nine months ended September 30, 2025, as compared with $(704,792) net cash used in operating activities for the nine months ended September 30, 2024. The decrease in the net cash used in operating activities was due primarily to increased cash receipts prepaid.

Net cash used in investing activities was $0 for the nine months ended September 30, 2025, as compared with $(90,893) net cash used in investing activities for the nine months ended September 30, 2024. The decrease in the net cash used in investing activities was due to mainly to fewer purchases of durable equipment.

Financing activities provided $618,679 in cash for the nine months ended September 30, 2025, as compared with $803,079 for the nine months ended September 30, 2024. Our financing cash flow for 2024 and 2025 consisted mainly of proceeds from related party debt.

RecentlyIssued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures, on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss. This ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. This ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years, with early adoption permitted. The amendments in this ASU should be applied retrospectively to all prior periods presented in the financial statements. The Company adopted the ASU and determined that its adoption did not have a material impact on the Company’s condensed consolidated financial statements and related disclosures. As defined in the ASU, operating segments are components of an enterprise about which discrete financial information is regularly provided to the CODM in making decisions on how to allocate resources and assess performance for the organization. The Company operates and manages its business as one reportable and operating segment. The Company’s CODM is the Chief Executive Officer. The Company’s CODM reviews condensed consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company.

In January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03 Income statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2025-01 requires PBEs to adopt the amendments of ASU 2024-03 in annual reporting periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027. Early adoption of ASU 2024-03 is permitted.

In May of 2025, the FASB issued ASU 2025-04 to clarify the accounting treatment of share-based compensation payable to a customer. The Company has not engaged in providing share-based compensation to a customer and does not presently anticipate doing so.

In July of 2025, the FASB issued ASU 2025-05, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Losses. This ASU update provides (1) all entities with a practical expedient and (2) entities other than public business entities with an accounting policy election when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606.

In September of 2025, the FASB issued ASU 2025-06, Goodwill and Other – Internal-Use Software (Subtopic 350-40): Targeted Improvements to for the Accounting of Internal-Use Software. This ASU provides (1) entities remove all references to prescriptive and sequential software development stages (referred to as “project stages”) throughout Subtopic 350-40.

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

Item3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item4. Controls and Procedures Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of December 31, 2024. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2024, our disclosure controls and procedures were not effective due to the presence of material weaknesses in internal control over financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that, as of December 31, 2024, our disclosure controls and procedures were not effective: (i) inadequate segregation of duties and effective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Changesin Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the six months ended September 30, 2025, that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART

II – OTHER INFORMATION

Item1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item1A. Risk Factors

See risk factors included in our Annual Report on Form 10-K filed on May 22, 2025.

Item2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item3. Defaults upon Senior Securities

None

Item4. Mine Safety Disclosures

Not applicable.

Item5. Other Information

During the nine months ended September 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

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Item6. Exhibits

ExhibitNumber Description of Exhibit

2.1 Contribution Agreement, dated September 14, 2021 (3)
2.2 Agreement and Plan of Merger and Reorganization, dated June 28, 2024 (4)
2.3 Waiver and Amendment Agreement, dated September 30, 2024, to Agreement and Plan of Merger and Reorganization, dated June 28, 2024
2.4 Agreement and Plan of Merger and Reorganization between Polomar Health Services, Inc. and Altanine, Inc. dated July 23, 2025 (13)
2.5 First Amendment to Agreement and Plan of Merger and Reorganization between Polomar Health Services, Inc. and Altanine, Inc. dated July 23, 2025 (15)
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 Bylaws (1)
3.9 Amended and Restated Articles of Incorporation, dated October 10, 2024 (5)
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)
10.1 Promissory Note and Loan Agreement dated August 16, 2024 (6)
10.2* Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc. (7)
10.3 Amended and Restated Know How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc. (8)
10.4 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 (9)
10.5 First Amendment to Product Fulfillment and Distribution Agreement dated March 17, 2025 (9)
10.6 Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and Gabriel Del Virginia (10)
10.7 Board of Directors Services Agreement and Exhibit A thereto, dated May 7, 2025, between the Company and David Spiegel (10)
10.8 Board of Directors Services Agreement and Exhibit A thereto, dated June 21, 2025 between the Company and Terrence M. Tierney (11)
10.9 Promissory Note and Loan Agreement with CWR 1, LLC dated July 21, 2025 (12)
10.10* Addendum # 3 to the Professional Services Agreement dated March 21, 2024, by and among Polomar Health Services, Inc. (f/k/a Trustfeed Corp.), Terrence M. Tierney and Profesco Inc. (13)
10.11 Promissory Note and Loan Agreement with Profesco Holdings, LLC dated July 28, 2025 (13)
10.12* Addendum #4 to the Professional Services Agreement dated March 21, 2024, by and among Polomar Health Services, Inc. (f/k/a Trustfeed Corp.), Terrence M. Tierney and Profesco, Inc.
10.13* Executive Employment Agreement between the Company and Terrence M. Tierney dated September 15, 2025
10.14 Amended Restated Product Fulfillment and Distribution Agreement effective August 25, 2025, between the Company, ForHumanity Health, Inc. and Island 40 Group, LLC (14)
10.15 Pharmacy Services and Compounding Agreement between the Company and CareValidate dated September 26, 2025
10.16 First Amendment to Promissory Note and Loan Agreement with CWR I, LLC dated July 21, 2025
10.17 First Amendment to Promissory Note and Loan Agreement with Profesco Holdings, LLC dated July 28, 2025
10.18 First Amendment to the Amended and Restated Product Fulfillment and Distribution Agreement effective August 25, 2025, between the Company, ForHumanity l Health, Inc. and Island 40 Group, LLC
14.1 Code of Ethics
31.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS Inline<br> XBRL Instance - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the<br> Inline XBRL document.
101.SCH Inline<br> XBRL Taxonomy Extension Schema.
101.CAL Inline<br> XBRL Taxonomy Extension Calculation.
101.DEF Inline<br> XBRL Taxonomy Extension Definition.
101.LAB Inline<br> XBRL Taxonomy Extension Labels.
101.PRE Inline<br> XBRL Taxonomy Extension Presentation.
104 Cover<br> Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Indicates<br> management contract or compensatory plan or arrangement
(1) Incorporated<br> by reference to Registration Statement on Form S-1 filed July 21, 2008
--- ---
(2) Incorporated<br> by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on September 10, 2010
(3) Incorporated<br> by reference to Registration Statement on Form 10 filed May 31, 2023
(4) Incorporated<br> by Reference to the Current Report on Form 8-K filed July 2, 2024
(5) Incorporated<br> by Reference to the Current Report on Form 8-K filed October 17, 2024
(6) Incorporated<br> by Reference to the Current Report on Form 8-K filed August 21, 2024
(7) Incorporated<br> by reference to the Current Report on Form 8-K filed March 25, 2025
(8) Incorporated<br> by reference to the Current Report on Form 8-K filed on January 14, 2025
(9) Incorporated<br> by reference to the Current Report on Form 8-K filed on March 17, 2025
(10) Incorporated<br> by reference to the Annual Report on Form 10-K filed on May 22, 2025
(11) Incorporated<br> by reference to the Quarterly Report on Form 10-Q filed on June 30, 2025
(12) Incorporated<br> by reference to the Current Report on Form 8-K filed on July 25, 2025
(13) Incorporated<br> by reference to the Current Report on Form 8-K filed on July 29, 2025
(14) Incorporated by reference to the Current Report on Form 8-K filed on August 29, 2025
(15) Incorporated by reference to the Current Report on Form 8-K filed on October 8, 2025
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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 thereunto duly authorized.

Polomar Health Services, Inc.
Date: November<br> 25, 2025
By: /s/ Terrence M. Tierney
Terrence<br> M. Tierney
Title: President<br> and Director
(Principal<br> Executive Officer)
Date: November<br> 25, 2025
By: /s/ Charlie Lin
Charlie<br> Lin
Title: Treasurer<br> and Chief Financial Officer
(Principal<br> Financial and Accounting Officer)
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Exhibit2.3

WAIVERAND AMENDMENT AGREEMENT

WAIVERAND AMENDMENT AGREEMENT (this “Agreement”), dated as of September 30, 2024, by and among Trustfeed Corp., a Nevada corporation (“Parent”), Polomar Acquisition, L.L.C., a Florida limited liability company (“Merger Sub”) and a wholly owned subsidiary of Parent, and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (the “Company”). Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to those terms in the Merger Agreement (as defined below).

**WHEREAS,**Parent, Merger Sub and the Company entered into that certain Agreement and Plan of Merger and Reorganization dated as of June 28, 2024 (the “Merger Agreement”); and

WHEREAS, the Parties wish to amend the Merger Agreement and waive certain closing conditions described therein pursuant to the terms and conditions contained in this Agreement, and to confirm the parties’ intention to proceed towards the Closing.

NOW,THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. All of the above recitals are hereby incorporated by reference and made part of this Agreement.

2. The Company hereby waives any and all breaches and/or defaults, if any, by Parent under Section 4.2 of the Merger Agreement.

3. Parent hereby waives any and all breaches and/or defaults, if any, by the Company under Section 4.1 of the Merger Agreement.

4. Section 5.14 of the Merger Agreement is hereby amended and restated in its entirety as follows:

“Cancellation of Parent Capital Stock. On or prior to the Closing Date, Parent shall redeem or otherwise acquire from its majority shareholder, for cancellation, 50,000,000 shares of Parent Capital Stock.”

5. The Company hereby waives the closing conditions described in Section 6.3(f) and Section 6.3(h).

6. The definition of “Exchange Ratio” in Exhibit A of the Merger Agreement is hereby amended by replacing “357,414.14” and replacing same with “2,074,141.47”.

7. By executing this Agreement, each Party hereby waives, releases and discharges any and all claims or causes of action, if any, of every kind and nature whatsoever, whether at law or in equity, arising at or prior to the date hereof, which it may have against the other Parties and/or its officers and employees in connection with this Agreement.

8. Except as specifically provided in this Agreement, the Merger Agreement shall continue in full force and effect in accordance with its terms.

9. This Agreement may be executed in counterparts, each of which will be deemed an original document, but all of which together shall constitute but a single document. An executed facsimile or .pdf of this Agreement shall be deemed to be a valid and binding agreement between the parties hereto.

[Remainderof Page Intentionally Left Blank; Signature Page Follows]

INWITNESS WHEREOF, the undersigned hereby agree to the terms and conditions as set forth hereinabove.

TRUSTFEED CORP.
By: /s/ Terrence M. Tierney
Name: Terrence M. Tierney
Title: Interim President & Interim Chief Financial Officer
POLOMAR SPECIALTY PHARMACY, LLC
--- ---
By: /s/ Kimberly Mattera
Name: Kimberly Mattera
Title: Manager, Authorized Signatory
POLOMAR ACQUISITION, L.L.C.
--- ---
By: /s/ Terrence M. Tierney
Name: Terrence M. Tierney
Title: Manager

Exhibit10.12

ADDENDUM #4 - PROFESSIONAL SERVICES AGREEMENT

Between

POLOMAR HEALTH SERVICES, INC. (f/k/a TRUSTFEED CORP.), PROFESCO, INC. and TERRENCE M. TIERNEY

Dated: October 31, 2025

WHEREAS, Trustfeed Corp. (“Trustfeed” or “Company”), Profesco, Inc. (“Profesco”) and Terrence M. Tierney (“Tierney”) entered into a certain Professional Services Agreement (the “Agreement”) with an effective date of March 21, 2024; and

WHEREAS, Tierney was to provide interim corporate executive services as President, Chief Financial Officer, Secretary and Treasurer; and

WHEREAS, the initial term of the Agreement was for a period of five (5) months from the effective date or until completion and filing of Trustfeed’s quarterly financial statement on Form 10-Q for the quarter ending June 30, 2024, whichever occurred first (the “Termination Date”); and

WHEREAS, Profesco and Tierney caused the Form 10-Q to be filed with the SEC on August 14, 2024; and

WHEREAS, Profesco and Tierney continued to provide services pursuant to the terms of the Agreement beyond the Termination Date; and

**WHEREAS,**on October 9, 2024, Trustfeed filed with the Nevada Secretary of State an amendment to the Company’s Articles of Incorporation changing its name to Polomar Health Services, Inc. (“Polomar”); and

WHEREAS, Polomar continued to make payments to Profesco per the terms of the Agreement; and

**WHEREAS,**on October 24, 2024, the parties to the Agreement executed Addendum # 1 to the Agreement, extending the Agreement through December 31, 2024; and

**WHEREAS,**on January 24, 2025, the parties to the Agreement executed Addendum # 2 to the Agreement, extending the Agreement through March 31, 2025; and

**WHEREAS,**on July 28, 2025, the parties to the Agreement executed Addendum # 3 to the Agreement, extending the Agreement through August 31, 2025; and

WHEREAS, Tierney has continued to provide services to Polomar pursuant to the terms of the Agreement; and

WHEREAS, the parties to the Agreement wish to extend the term of the Agreement.

NOWTHEREFORE, Polomar, Profesco and Tierney agree as follows:

1. The<br> Agreement shall be extended through October 1, 2025.
2. Total<br> compensation for the period commencing on September 1, 2025, through October 31, 2025, shall<br> be at a flat rate of thirty-two thousand and 00/100 dollars ($32,000.00) plus reasonable<br> approved expenses.
3. Profesco<br> shall issue to Polomar semi-monthly invoices for services rendered pursuant to the Agreement.
4. Tierney<br> shall continue to serve as the President, CEO and Secretary of Polomar.
5. The<br> remaining terms of the Agreement shall remain unchanged and in full effect.

WHEREFORE, the Parties hereto have executed this Agreement intending to be legally bound as of the date first stated hereinabove.

THE COMPANY:

POLOMARHEALTH SERVICES, INC.


By: /s Gabriel Del Virginia
Name: Gabriel<br> Del Virginia
Its: Director
By: /s/ David Spiegel
Name: David<br> Spiegel
Its: Director

PROFESCO,INC.


TERRENCEM. TIERNEY


By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
ITS: Individually<br> and as
President<br> of Profesco, Inc.

Exhibit10.13


ExecutionVersion

EXECUTIVEEMPLOYMENT AGREEMENT


THISEXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made effective as of September 15, 2025 (the “Effective Date”), and entered into by and between Polomar Health Services, Inc., Inc. (the “Employer” or the “Company”), a corporation organized in the State of Nevada, and Terrence M.Tierney, (the “Executive”), each a “Party,” or, collectively, the “Parties.”

WHEREAS, the Employer has operations in the drug manufacturing, drug compounding, marketing and distribution sectors; and

WHEREAS, the Executive and the Employer desire to enter into this Agreement on the terms set forth below.

NOW,THEREFORE, in consideration of the mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. EmploymentTerm.

a) The Employer agrees to employ the Executive “at will” pursuant to the terms of this Agreement and the Executive agrees to be so employed. Nothing in this Agreement is intended to create a promise or representation of continued employment or employment for a fixed period of time. The Employer and Executive agree that Executive will commence his employment with the Employer on September 15, 2025, or soon as practical thereafter upon the agreement of the parties (the “Start Date”). The period between the Start Date and the termination of the Executive’s employment shall be referred as the “Term.”

2. Positionand Duties.

a) The Employer hereby employs the Executive to serve as the President, Secretary and Chief Executive Officer (“CEO”) of the Employer.

b) As President and CEO of the Employer, the Executive shall: (i) report to the Board of Directors (the “Board”); and (ii) be responsible for the operation, financial and managerial affairs of the Employer and shall have all authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board.

c) As Secretary of the Employer, the Executive shall (i) report to the Board; and (ii) be responsible for maintaining the Company’s corporate books and records, prepare and issue Board meeting notices, attend all Board meetings for the purpose of preparing minutes and resolutions, shall have all authorities and responsibilities commensurate with the duties, authorities and responsibilities of persons in similar capacities in similarly sized companies, and such other duties, authorities, and responsibilities as may reasonably be assigned to the Executive by the Board.

d) Executive shall make reasonable best efforts to devote all of his business time, attention, skills, and bests efforts to his position on a full-time basis. Notwithstanding the foregoing, Executive shall be permitted to own equity interests in other privately held companies that do not compete with the Employer and privately held competitors provided Executive does not own more than ten (10%) percent in the aggregate of the voting capital stock of any such competing company on an as-if converted basis and so long as Executive has no active participation in the business of any such competing company, and Executive shall be able to participate in the operations of such companies so long as his participation does not interfere with his role and responsibilities at the Company.

e) Subject to prior approval by the Company, the Executive (i) may serve on the board of directors for up to two (2) other private or public companies; and (ii) subject to notice, but not prior approval, may serve on the board of directors for up to two (2) charitable organizations as recognized under Section 503(c) of the Internal Revenue Code (“IRC”). Notwithstanding, the foregoing, the Executive presently serves on the board of directors of Beat Dyslexia Strong, Inc. d/b/a the BDS Foundation.

f) The Executive will be required to comply with all Employer policies as may exist and be in effect from time to time.

g) The Executive represents and warrants to the Employer that he is under no obligation or commitments, whether contractual or otherwise, that are inconsistent with his obligations under this Agreement. The Executive represents and warrants that he will not use or disclose, in connection with his employment by the Employer, any trade secrets or proprietary information or intellectual property in which the Executive or any other person has any right, title or interest and that his employment by the Employer as contemplated by this Agreement will not infringe or violate the rights of any other person.


3. Compensationand Benefits.

a) BaseSalary. In consideration for his work under the terms of this Agreement, the Employer shall pay to the Executive a base salary at a rate of $27,750.00 (Twenty Seven Thousand Seven Hundred Fifty and 00/100 dollars) ) per month (“Base Salary”) in accordance with the regular payroll practices of the Employer and subject to such deductions and withholding as are required by law and otherwise elected by the Executive. If the Employment Term ends other than on the last day of a month the last salary payment shall be pro-rated based on the number of days in the month that have passed as of the date of termination.

**b) Bonus.**Executive will be eligible to receive an annual discretionary cash bonus each fiscal year of employment as determined in accordance with the Company’s annual incentive plan as in effect from time to time and as approved by the Compensation Committee (the “Annual Bonus”), with a target Annual Bonus (the “Target Bonus”) of seventy-five percent (75%) of Executive’s Base Salary. The actual amount of any Annual Bonus shall depend on the level of achievement of the applicable performance criteria established with respect to the Annual Bonus by the Board and the Compensation Committee in their sole reasonable discretion. The Annual Bonus for each fiscal year shall be payable in accordance with the then-current annual incentive plan, generally in January of the following year. Notwithstanding the foregoing, Executive’s target bonus for fiscal year 2025 shall be at the sole discretion of the Compensation Committee and Board.

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c) Sign-onBonus. Executive shall receive, as an incentive to enter into this Agreement, a one-time bonus (the “Sign-on Bonus”) equal to 125,000 shares of the Company’s restricted common stock (the “Stock”) to be issued and vested over the five (5) month period commencing on the Effective Date. The issuance of the Stock shall comply with Section 409A of the Internal Revenue Code.

d) Grantof Options. On the date this Agreement is executed, the Executive shall receive a nonqualified stock option to purchase one million (1,000,000) shares of the Company’s common stock commencing on the Start Date (“Initial Grant”). The term of the Initial Grant shall be ten (10) years. The exercise price of the options comprising the Initial Grant shall be the 30-day Volume Weighted Average Price (“VWAP”) of the Company’s common stock on the day immediately preceding the date this Agreement is executed (currently $0.20 per share). The terms of this grant shall be subject to and governed by a stock option agreement (the “Award Agreement”) between you and the Company.

e) VestingTerms. Twenty-five percent (25%) of the options comprising the Initial Grant shall vest on the Start Date with the remaining options vesting rateably in equal installments over a thirty-six (36) month period on the first day of each calendar month, unless sooner accelerated as provided herein with the first such vesting date occurring on the first day of the first complete calendar month immediately after the Start Date and continuing on each first day of each month thereafter.

f)Benefits. Executive shall be eligible to participate in all incentive, savings and retirement plans, practices, policies and programs of the Employer (including the Employer’s Safe Harbor 401(k) Plan) as in effect from time to time to the same extent as other senior executive employees. Executive will be eligible to participate in, and receive all benefits under, all welfare benefit plans, practices, policies and programs provided by the Employer (including, to the extent provided, without limitation, medical, dental, vision, life insurance, AD&D, long-term incentive equity plans, and travel accident insurance) as in effect from time to time to the same extent as other senior executive employees.

g)Paid Time Off. Executive shall be entitled to four (4) weeks of paid vacation days per annum and eight (8) paid holidays per calendar year in accordance with the Employer’s policies. The Executive may take five days of paid sick leave pursuant to the laws of the State of New York and additional unpaid sick days with approval. The Employer shall pay Executive for accrued and unused vacation or sick days when Executive’s employment terminates for any reason.

h) AdditionalCompensation Terms and Limitations. The Executive agrees that, absent a written agreement signed by the Employer, the Executive shall not be entitled to any remuneration of any kind, other than that expressly set forth in this Agreement, for any work or services the Executive performs for, or information the Executive provides to the Employer, or its agents, during the Term. The Executive and the Employer agree that no such promise shall be binding in the absence of a written agreement signed by the Employer and the Executive.

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i) Placeof Performance. The principal place of Executive’s employment will be either (i) at the Executive’s office in Staten Island, NY or (ii) at an office location provided by the Employer in the New York, NY area. The Executive acknowledges that the position requires reasonable travel, and the Employer agrees that Executive shall be permitted to commence and conclude business trips to/from his place of residence in New York, NY. In the event that the Employer desires for Executive to relocate, the Employer will provide Executive with (i) not less than three (3) months of advance written notice prior to the expected relocation date and (ii) reasonable relocation fees which shall be mutually agreed by the parties, provided that any requirement by the Employer to require a relocation shall be subject to Executive’s right to terminate for a Good Reason (as defined below).

4. Terminationof Employment.


(a) TerminationFor Cause, due to Death, or Disability; Resignation without Good Reason. In the event the Executive’s employment hereunder is terminated by the Employer for Cause (as defined below), by Executive without Good Reason (as defined below), or by reason of the Executive’s death or Disability (as defined below), then (i) the Employer shall pay to the Executive the Base Salary earned through the date of termination; (ii) the Employer shall reimburse the Executive for any expenses incurred through the date of termination for which the Executive is entitled to reimbursement; (iii) the Executive’s rights under any benefit plans, programs, or arrangements of the Employer shall be determined in accordance with the provisions thereof (clauses (i) through (iii) hereof; and (iv) Executive shall retain all vested portion of the Initial Grant (the items in subparagraphs (i) – (iv) referred to hereinafter as the “Accrued Amounts”). Further vesting of the Initial Grant shall cease, and the Employer shall have no further obligations to Executive.

(b) Terminationwithout Cause; Resignation For Good Reason. In the event the Term is terminated by the Employer without Cause, or because Executive resigns for Good Reason, then: (i) the Employer shall provide the Executive with the Accrued Amounts; (ii) any unvested portion of the Initial Grant shall immediately vest and (iii) upon Employer’s receipt of the Release, Employer shall pay to Executive the lump sum equal to (x) two years of Base Salary together with an amount equal to the Annual Bonus paid in the year immediately prior to termination in the event that the termination without Cause or resignation for Good Reason occurs within eighteen (18) months from the Start Date or (y) one and one-half years of Base Salary together with an amount equal to the Annual Bonus paid in the year immediately prior to termination in the event that the termination without Cause or resignation for Good Reason occurs after eighteen (18) months from the Start Date (“Termination Payment”). In addition to the Termination Payment, if Executive makes a timely election of continuation of coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), as amended, the Employer shall pay to Executive in a lump sum within thirty (30) days after such election is made an amount equal to twenty-four (24) months of the portion of premiums for Executive’s group health insurance coverage, including coverage for any of Executive’s eligible dependents. Payment of the Termination Payment together with the continued vesting of the Initial Grant after termination are subject to the Executive’s execution of a release of claims in favor of the Employer, its affiliates, and its respective officers and directors, in the form annexed hereto as Exhibit “A” (the “Release”) and such Release becoming effective within thirty (30) days following the termination date (such 30-day period, the “Release Execution Period”). The payment of the Termination Payment and the vesting of the Initial Grant shall take place after any revocation period in the Release has expired and shall include all payments that would have occurred had the Release become effective on the date Executive’s employment terminated.

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(c) Terminationin the event of a Change in Control. In the event that Executive’s employment is terminated as a result of a Change in Control of Employer, Executive shall not be eligible to receive a Termination Payment as set forth herein. Instead, in the event that Executive’s employment is terminated upon the occurrence of a Change in Control, Executive shall receive at the closing of the Change in Control an amount equal to two hundred (200%) percent of the sum of (i) the Base Salary, and (ii) the Annual Bonus paid in the year immediately prior to such Change in Control. Any unvested portion of the Initial Grant shall be deemed fully vested as of the date of the closing of the Change in Control. An initial public offering by the Employer shall not be considered a Change in Control. The foregoing payments arising as a result of a Change in Control are subject to Executive’s execution and delivery (and non-revocation) of a general release and waiver of all claims, in the Employer’s customary form, not later than sixty (60) days following the Change in Control.

“Change in Control” means the occurrence of any of the following events; provided such event is a change in ownership or effective control of a corporation or a change in ownership of a substantial portion of the assets of a corporation, in each case, pursuant to Treasury Regulations Section 1.409A-3(i)(5):

(i) the consummation of (A) a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or (B) a sale or other disposition of all or substantially all the assets of the Company (each of the transactions referred to in clause (A) or (B) being hereinafter referred to as a “Reorganization”), unless, immediately following such Reorganization, (1) all or substantially all the individuals and entities who were the “beneficial owners” (as such term is defined in Rule 13d-3 under the Exchange Act (or a successor rule thereto)) of shares of the Company’s common stock or other securities eligible to vote for the election of the Board outstanding immediately prior to the consummation of such Reorganization (such securities, the “Company Voting Securities”) beneficially own, directly or indirectly, more than 50% of the combined voting power of the then outstanding voting securities of the corporation or other entity resulting from such Reorganization (including a corporation or other entity that, as a result of such transaction, owns the Company or all or substantially all the Company’s assets either directly or through one or more subsidiaries) (the “Continuing Entity”) in substantially the same proportions as their ownership, immediately prior to the consummation of such Reorganization, of the outstanding Company Voting Securities (excluding any outstanding voting securities of the Continuing Entity that such beneficial owners hold immediately following the consummation of such Reorganization as a result of their ownership prior to such consummation of voting securities of any corporation or other entity involved in or forming part of such Reorganization other than the Company, and (2) at least a majority of the members of the board of directors or other governing body of the Continuing Entity were Incumbent Directors at the time of the execution of the definitive agreement providing for such Reorganization or, in the absence of such an agreement, at the time at which approval of the Board was obtained for such Reorganization; or

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(ii) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company, unless such liquidation or dissolution is part of a transaction or series of transactions described in Section 1(c)(i) that does not otherwise constitute a Change in Control.

(d) Cause. The term “Cause” means (i) Executive’s continual and deliberate gross neglect in the performance of your material duties; (ii) Executive’s continual and deliberate failure to follow the lawful directives of the Board relating to Executive’s material duties and responsibilities; (iii) Executive’s engaging in willful misconduct in connection with the performance of any of Executive’s material duties, including, without limitation, falsifying or attempting to falsify documents, books or records of the Company or its subsidiaries, misappropriating or attempting to misappropriate funds or other property, or securing or attempting to secure any personal profit in connection with any transaction entered into on behalf of the Company or its subsidiaries; (iv) if Executive is reasonably determined to be subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act of 1933, as amended; or (v) conviction of a felony, fraud, embezzlement, or other crime involving dishonesty. A termination for Cause by the Employer of any of the events described in clauses (i), (ii), and (iii) above shall only be effective on thirty (30) days advance written notification, providing Executive the opportunity to cure, if reasonably capable of cure within such thirty (30)-day period; but no such notification is required if the Cause event is not reasonably capable of cure or the Board determines that its fiduciary obligation legally requires it to effect a termination for Cause immediately. In any event, the Board may suspend Executive with compensation while it conducts a good faith inquiry of whether grounds for Cause exist (provided that any such suspension will not constitute “Good Reason” for Executive’s resignation).

(e) GoodReason. The term “Good Reason” means the occurrence, without Executive’s express written consent, of: (i) any reduction in Base Salary of ten percent (10%) or more; (ii) a relocation of Executive’s assigned work location to a location more than twenty (20) miles from the location prior to such relocation; (iii) any breach by the Employer of any material provision of this Agreement; (iv) a change in title or reduction in the then-effective responsibilities of the Executive; or (v) a change in reporting structure that results in Executive no longer reporting directly to the Board; provided that Executive gives written notice to the Employer of the existence of such a condition within ninety (90) days of becoming aware of the condition, the Employer has at least thirty (30) calendar days but not more than sixty (60) calendar days from the date when such notice is provided to cure the condition without being required to make payments due to termination by the Employer for Good Reason (the “Cure Period”), such condition is uncured during such Cure Period and Executive actually terminates his employment for Good Reason within thirty (30) days after the expiration of the Cure Period.

(f) Disability. Either Party may terminate the Executive’s employment hereunder due to disability (“Disability”) if the Executive is unable, due to a mental or physical injury, illness or disorder, to perform the essential functions, duties and responsibilities of his position hereunder, after reasonable accommodation has been made for him for a period of more than one hundred twenty (120) days during any consecutive three hundred and sixty-five (365) day period.

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5. BusinessExpenses. Upon presentation of reasonable substantiation and documentation as the Employer may specify from time to time, the Executive shall be reimbursed in accordance with the Employer’s expense reimbursement policy, for all reasonable out-of-pocket business expenses incurred and paid by the Executive during the Term and in connection with the performance of the Executive’s duties hereunder. To the extent the Executive is provided with the use of the Employer’s credit or charge card for purposes of business expenses, such credit or charge card shall not be used to incur any personal (non-business-related) expenses; any personal expenses inadvertently charged to such card shall be reimbursed immediately by the Executive to the Employer.


6. Confidentialityand Intellectual Property.


(a) ConfidentialInformation. The Executive acknowledges that the Executive will occupy a position of trust and confidence. The Employer will, from time to time, disclose to the Executive, and the Executive will require access to and may generate confidential and proprietary information (no matter how created or stored) concerning the business practices, products, services, and operations of the Employer which is not known to their competitors or within their industry generally and which is of great competitive value to them, including, but not limited to: (i) Trade Secrets, inventions, mask works, ideas, concepts, drawings, materials, documentation, procedures, diagrams, specifications, models, processes, formulae, source and object codes, data, software, programs, other works of authorship, know-how, improvements, discoveries, developments, designs and techniques; (ii) information regarding research, development, products, marketing plans, market research and forecasts, bids, proposals, quotes, business plans, budgets, financial information and projections, overhead costs, profit margins, pricing policies and practices, accounts, processes, planned collaborations or alliances, licenses, suppliers and customers; (iii) operational information including deployment plans, means and methods of performing services, operational needs information, and operational policies and practices; and (iv) any information obtained by the Employer from any third party that the Employer treats or agrees to treat as confidential or proprietary information of the third party (collectively, “Confidential Information”). The Executive acknowledges and agrees that Confidential Information includes Confidential Information disclosed to the Executive prior to entering into this Agreement.


(b) TradeSecrets. “Trade Secrets” means any information, including any data, plan, drawing, specification, pattern, procedure, method, computer data, system, program or design, device, list, tool, or compilation, that relates to the present or planned business of the Employer and which: (i) derives economic value, actual or potential, from not being generally known to, and not readily ascertainable by proper means to, other persons who can obtain economic value from their disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstances to maintain their secrecy. To the extent that the foregoing definition is inconsistent with a definition of “trade secret” under applicable law, the latter definition shall control.

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(c) RestrictionsOn Use and Disclosure of Confidential Information. The Executive recognizes that the Employer’s business interests require the full protection of their respective Confidential Information. The Executive agrees during his employment and after his employment ends, the Executive will hold the Confidential Information in strict confidence and will neither use the information nor disclose it to anyone, except to the extent necessary to carry out the Executive’s responsibilities as an employee of the Employer or as specifically authorized in writing by a duly authorized officer of the Employer. The Parties agree that the restrictions in this Section will not apply to any portion of the Confidential Information which: (i) was known to the public prior to its disclosure to the Executive; (ii) becomes generally known to the public subsequent to disclosure to the Executive through no wrongful act of the Executive; or (iii) the Executive is required to disclose by applicable law, regulation or legal process (provided, if permitted, that the Executive provides the Employer with prior notice of the contemplated disclosure and cooperates with the Employer at its expense in seeking to protect such information). Nothing in this Agreement shall be deemed to prohibit the Executive from disclosing any concerns about suspected unlawful conduct to any proper government authority subject to proper jurisdiction. This provision shall survive the termination of the Executive’s employment for so long as the Employer maintains the secrecy of the Confidential Information and the Confidential Information has competitive value and to the extent such information is otherwise protected by statute for a longer period, for example and not by way of limitation, the Defend Trade Secrets Act of 2016 (“DTSA”), then until such information ceases to have statutory protection.


(d) DefendTrade Secrets Act. Misappropriation of a Trade Secret of the Employer in breach of this Agreement may subject the Executive to liability under the DTSA, entitle the Employer to injunctive relief, and require the Executive to pay compensatory damages, double damages, and attorneys’ fees to the Employer. Notwithstanding any other provision of this Agreement, the Executive hereby is notified in accordance with the DTSA that the Executive will not be held criminally or civilly liable under a federal or state law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. If the Executive files a lawsuit for retaliation by the Employer for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s attorney and use the trade secret information in the court proceeding, provided that the Executive must file any document containing the trade secret under seal, and must not disclose the trade secret, except pursuant to court order.


(e) Ownershipof Inventions. All ideas, data, deliverables, reports, work products, innovations, improvements, know-how, inventions, designs, developments, techniques, methods and other results of the Executive’s employment with the Employer (in draft and final forms), and all related documentation (such as, but not limited to, notes, records, documents, drawings, and designs), which the Executive makes, conceives, reduces to practice, or develops in whole or in part, either alone or jointly with others, in connection with his services to the Employer or which relate to any Confidential Information (collectively, the “Inventions”) will be the sole and exclusive property of the Employer, and will be considered “works made for hire” pursuant to the United States Copyright Act (17 U.S.C. Section 101). The Executive hereby assigns to the Employer or its designees all of the Executive’s right, title and interest in and to all of the foregoing without compensation. To the extent the Executive has any “moral rights” in the Inventions which are not assignable by law, the Executive hereby waives any such moral rights relating to the Inventions, including any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. The Executive further represents that, to the best of the Executive’s knowledge and belief, none of the Inventions that the Executive creates will violate or infringe upon any right, patent, copyright, trademark or right of privacy, or constitute libel or slander against or violate any other rights of any person, firm or corporation, and that the Executive will use the Executive’s commercially reasonable efforts to prevent any such violation.

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7. CovenantsNot To Solicit. During the Executive’s employment with the Employer and for a period of twelve (12) months following the termination of the Executive’s employment (the Restricted Period”), the Executive shall not, directly or indirectly, solicit, induce, recruit or encourage any Protected Personnel of the Employer to leave their employment, or end their engagement with the Employer, to provide services for the Executive or any other person, business, or organization. “Protected Personnel” means: (i) any person currently employed or engaged as an independent contractor by the Employer and (ii) any former employee or independent contractor of the Employer for a period of nine (9) months after termination of such employee’s employment, or independent contractor’s engagement, with the Employer.


8. Indemnification.

(a) Executive shall be provided defense and indemnification in accordance with the bylaws and certificate of incorporation of the Employer.

(b) To the maximum extent permitted by applicable law, Executive shall be provided such defense, indemnification, and advancement as is provided by the Employer on the date hereof or, if more beneficial to the Executive in any circumstances presented, as subsequently amended.

9. Insurance. The Employer agrees to use its best efforts to ensure that it maintains at all times during the Term and for six (6) years thereafter a directors’ and officers’ liability insurance policy covering Executive for an amount that shall be set in the discretion of the Board.

10. InjunctiveRelief. Executive and Employer agree that each party would suffer irreparable harm from Executive’s breach of any of the covenants or agreements contained in Agreement, for which there is no adequate remedy at law. Therefore, in the event of the actual or threatened breach by a party of any of the provisions of this Agreement, each affected party, its respective successors or assigns, may, in addition and supplementary to other rights and remedies existing in their favor, apply to any court of law or equity of competent jurisdiction for specific performance, injunctive or other relief (without the necessity of posting bond or security) in order to enforce compliance with, or prevent any violation of, the provisions of this Agreement; and will be entitled to obtain a temporary restraining order and/or a preliminary or permanent injunction restraining Executive from engaging in activities prohibited by this Agreement, or such other relief as may be required to specifically enforce any of the covenants contained in this Agreement. Executive agrees that the restrictive covenants in this Agreement are reasonable with respect to their duration, geographical area, and scope. In the event that any of the provisions of the foregoing restrictive covenants relating to the geographic or temporal scope of such covenants or the nature of the business or activities restricted thereby are declared by a court of competent jurisdiction to exceed the maximum restrictiveness such court deems enforceable, such provision shall be deemed to be replaced in this Agreement by the maximum restriction deemed enforceable by such court.

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11. Survivalof Provisions. The obligations contained in Sections 7, 8, 9, 13 and 19 shall survive the termination of the Executive’s employment with the Employer and shall be fully enforceable thereafter.

12. Returnof Property. On the date of the Executive’s termination of employment with the Employer for any reason, the Executive shall return all property belonging to the Employer and not retain any copies, including, but not limited to, any keys, access cards, badges, laptops, computers, cell phones, wireless electronic mail devices, USB drives, other equipment, documents, reports, files, and other property provided by or belonging to the Employer.


13. Non-Disparagement. During the Executive’s employment and following termination of employment for whatever reason, the Executive shall not, directly or indirectly, make or publish denigrating or derogatory remarks, comments, or statements (whether written or oral) in any forum or through any medium of communication regarding the Employer, its services, or any of its owners, managers, officers, employees, or consultants. Notwithstanding the foregoing, nothing in this section shall or shall be deemed to prevent or impair the Executive from making truthful statements in any legal or administrative proceeding or from otherwise complying with legal requirements.

14. Notices. For the purposes of this Agreement, notices, demands and all other communications provided for in the Agreement shall be in writing and shall be deemed to have been given when delivered by email with return receipt requested, by hand or mailed by nationally recognized overnight delivery service, addressed, to the Parties’ addresses specified below or to such other address as any Party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall be effective only upon receipt:

To the Employer:

Polomar Health Services, Inc.

Attn: Chairperson, Compensation Committee

32866 US Hwy. 19 N

Palm Harbor, FL 34684

Email: dspiegel@ieslifesciences.com

To the Executive:

Mr. Terrence M. Tierney

245 E 54^th^ Street, # 9S

New York, NY 10022

Email: terry@t2m.nyc

15. TaxMatters.


(a) Withholding. The Employer may withhold from any and all amounts payable under this Agreement or otherwise such federal, state and local taxes as may be required to be withheld pursuant to any applicable law or regulation.

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(b) CodeSection 409A. The payments described in this Agreement are intended either to comply with the requirements of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to the extent they are subject to Code Section 409A, or to be exempt from such requirements, regulations and guidance (where an exemption is available), and will be construed accordingly. Notwithstanding any other provision of this Agreement, the Parties agree that the Employer has the right, to the extent the Employer deems necessary or advisable, in its sole discretion, to unilaterally amend this Agreement to ensure that the payments hereunder comply with Section 409A. The Employer is not responsible for and makes no representation or warranty whatsoever in connection with the tax treatment hereunder, and the Executive should consult his own tax advisor, including without limitation the applicability of Code Section 409A as to the tax effect of amounts payable to the Executive under this Agreement. In any case, the Executive shall be solely responsible and liable for the satisfaction of all taxes and penalties that may be imposed on the Executive in connection with this Agreement (including any taxes and penalties under Code Section 409A), and neither the Employer nor any of its affiliates shall have any obligation to indemnify or otherwise hold the Executive harmless from any or all of such taxes or penalties. .

(c) If any payment or benefit Executive will or may receive from the Employer or otherwise would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code (a “280G Payment”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the full amount of such 280G Payment or (y) such lesser amount as would result in no portion of such 280G Payment being subject to the Excise Tax, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in a 280G Payment is required pursuant to the preceding sentence, the reduction will occur in the the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; and reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of the Executive’s equity awards. Unless Executive and Employer agree on an alternative accounting firm or law firm, the accounting firm engaged by the Employer for general tax compliance purposes as of the day prior to the effective date of the Change in Control transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Employer is serving as accountant or auditor for the individual, entity or group effecting the change in control transaction, the Employer shall appoint a nationally recognized accounting or law firm to make the determinations required hereunder. The Employer shall bear all expenses with respect to the determinations by such accounting or law firm required to be made hereunder. The Employer shall use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Executive and the Employer within thirty (30) days after the date on which Executive’s right to a 280G Payment becomes reasonably likely to occur (if requested at that time by Executive or Employer) or such other time as requested by Executive or the Employer.

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(d) If Executive receives a 280G Payment for which the Reduced Amount was determined pursuant to this Section and the Internal Revenue Service determines thereafter that some portion of the Payment is subject to the Excise Tax, Executive agree to promptly return to the Employer a sufficient amount of the Payment (after reduction pursuant to this Section so that no portion of the remaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to this Section, Executive shall have no obligation to return any portion of the Payment pursuant to the preceding sentence.

16. Assignment. The Executive may not assign any part of the Executive’s rights or obligations under this Agreement. The Executive agrees and hereby consents that the Employer may assign this Agreement to a third party that acquires or succeeds to the Employer’s business, that the provisions hereof are enforceable against the Executive by such assignee or successor in interest, and that this Agreement shall become an obligation of, inure to the benefit of, and be assigned to, any legal successor or successors to the Employer.

17. Headings. Titles or captions of sections or paragraphs contained in this Agreement are intended solely for the convenience of reference, and shall not serve to define, limit, extend, modify, or describe the scope of this Agreement or the meaning of any provision hereof. The language used in this Agreement is deemed to be the language chosen by the Parties to express their mutual intent, and no rule of strict construction will be applied against any person.

18. Severability. The provisions of this Agreement are severable. The unenforceability or invalidity of any provision or portion of this Agreement in any jurisdiction shall not affect the validity, legality or enforceability of the remainder of this Agreement, it being intended that all rights and obligations of the Parties hereunder shall be enforceable to the full extent permitted by applicable law.

19. GoverningLaw; Venue. This Agreement, the rights and obligations of the Parties hereto, and any claims or disputes relating thereto, shall be governed by and construed in accordance with the laws of the State of New York (without regard to its conflicts of laws provisions). Except as provided in Section 20 (Arbitration) of this Agreement, the Parties consent to the personal jurisdiction of the New York County Supreme Court and further agree to the exclusive jurisdiction of the courts of the State of New York and the United States District Court for the Southern District of New York, as applicable, in connection with, or incident to, any dispute, claim, case, controversy or matter arising out of or relating to Executive’s employment or this Agreement, to the exclusion of the courts of any other state, territory or country. The Parties knowingly, willingly, and voluntarily, WAIVE ALL RIGHT TO TRIAL BY JURY in any such proceedings.

20. Arbitration. Any dispute, controversy or claim arising out of or relating to this Agreement, its enforcement, arbitrability or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions and Employee’s employment with the Employer, including any alleged violation of statute, common law or public policy shall be submitted to final and binding arbitration before the American Arbitration Association (“AAA”) to be held in New York, NY before a single arbitrator, in accordance with then-current AAA Employment Arbitration Rules. The arbitrator shall issue a written opinion stating the essential findings and conclusions on which the arbitrator’s award is based. Employer will pay the arbitrator’s fees and arbitration expenses and any other costs unique to the arbitration hearing (recognizing that each side bears its own deposition, witness, expert and attorney’s fees and other expenses to the same extent as if the matter were being heard in court). If, however, any party prevails on a statutory claim that affords the prevailing party attorneys’ fees and costs, then the arbitrator may award reasonable attorneys’ fees and costs to the prevailing party. Any dispute as to who is a prevailing party, and/or the reasonableness of any fee or costs shall be resolved by the arbitrator.

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__TT____By initialing here, Executive acknowledges he has read this paragraph and agrees with the arbitration provision herein.

21. Waiver;Modification. No provision of this Agreement may be modified, waived or discharged unless such waiver, modification or discharge is agreed to in writing and signed by the Executive and a duly authorized officer of the Employer. No waiver by either Party hereto at any time of any breach by the other Party hereto of, or compliance with, any condition or provision of this Agreement to be performed by such other Party shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

22. Recitals;Entire Agreement. The Recitals are hereby incorporated into this Agreement. This Agreement and the Award Agreement sets forth the entire agreement of the Parties with respect to the subject matter contained herein and supersedes any and all prior agreements or understandings between the Executive and the Employer with respect to the subject matter hereof. No agreements, inducements or representations, oral or otherwise, express or implied, with respect to the subject matter hereof have been made by either Party which are not expressly set forth in this Agreement.

23. Counterparts. This Agreement may be executed in counterparts, and each executed counterpart shall have the efficacy of a signed original and may be transmitted by facsimile or email. Each copy, facsimile copy, or emailed copy of any such signed counterpart may be used in lieu of the original for any purpose.

**[SignaturePage Follows]

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INWITNESS WHEREOF, the Parties hereto have executed this Executive Employment Agreement effective as of the date first written above.

POLOMARHEALTH SERVICES, INC.:


By: /s/ David Spiegel
Name: David<br>Spiegel
Title: Director/Chairman – Compensation Committee
By: /s/ Gabriel Del Virginia
Name: Gabriel Del Virginia
Title: Director/Member<br>– Compensation Committee
EXECUTIVE:
/s/ Terrence M. Tierney
Terrence<br>M. Tierney
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EXHIBITA

GeneralRelease and Covenant Not to Sue


TOALL WHOM THESE PRESENTS SHALL COME OR MAY CONCERN, KNOW THAT:

  1. TerrenceM. Tierney., (“Executive”), on Executive’s own behalf and on behalf of Executive’s descendants, dependents, heirs, executors and administrators and permitted assigns, past and present, in consideration for the amounts payable and benefits to be provided to Executive under that employment agreement made effective as of September 1, 2025 (the “Employment Agreement”) by and between Executive and Polomar Health Serviced, Inc. (“Employer”), does hereby covenant not to sue or pursue any litigation or arbitration against, and waives, releases and discharges the Employer, its assigns, affiliates, subsidiaries, parents, predecessors and successors, and the past and present employees, officers, directors, representatives and agents of any of them (collectively, the “Releasees”), from any and all claims, demands, rights, judgments, defenses, actions, charges or causes of action whatsoever, of any and every kind and description, whether known or unknown, accrued or not accrued, that Executive ever had, now has or shall or may have or assert as of the date of this ‘General Release and Covenant Not to Sue’ against the Releasees relating to his employment with the Employer or the termination thereof or his service as an officer or director of any subsidiary or affiliate of the Employer or the termination of such service, including, without limiting the generality of the foregoing, any claims, demands, rights, judgments, defenses, actions, charges or causes of action related to employment or termination of employment or that arise out of or relate in any way to the Age Discrimination in Employment Act of 1967 (“ADEA”), the National Labor Relations Act, the Civil Rights Act of 1991, the Americans With Disabilities Act of 1990, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act of 1974, the Family and Medical Leave Act, the Sarbanes-Oxley Act of 2002, all as amended, and any other Federal, state and local laws relating to discrimination on the basis of age, sex or other protected class, wages and hours, or leave from work, and all claims under Federal, state or local laws for express or implied breach of contract, wrongful discharge, defamation, intentional infliction of emotional distress, and any related claims for attorneys’ fees and costs; provided, however, that nothing herein shall release the Employer from (a) any of its obligations to Executive under the Employment Agreement (including, without limitation, its obligation to pay the amounts and provide the benefits upon which this General Release and Covenant Not to Sue is conditioned), (b) any rights Executive may have to indemnification under any law, charter or by-laws (or similar documents) of, or any agreement with, any member of the Releasees or otherwise, (c) any right or claim of contribution Executive may have with respect to any third-party claim, or (d) any insurance coverage under any directors and officers insurance or similar policies.

  2. Executive further agrees that his General Release and Covenant Not to Sue may be pleaded as a full defense to any action, suit or other proceeding covered by the terms hereof that is or may be initiated, prosecuted or maintained by Executive or Executive’s heirs or assigns. Executive understands and confirms that Executive is executing this “General Release and Covenant Not to Sue” voluntarily and knowingly, but that this “General Release and Covenant Not to Sue” does not affect Executive’s right to claim otherwise under ADEA. In addition, Executive shall not be precluded by this “General Release and Covenant Not to Sue” from filing a charge with any relevant Federal, state or local administrative agency, but Executive agrees to waive Executive’s rights with respect to any monetary or other financial relief arising from any such administrative proceeding.

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  3. In furtherance of the agreements set forth above, Executive hereby expressly waives and relinquishes any and all rights under any applicable statute, doctrine or principle of law restricting the right of any person to release claims that such person does not know or suspect to exist at the time of executing a release, which claims, if known, may have materially affected such person’s decision to give such a release. In connection with such waiver and relinquishment, Executive acknowledges that Executive is aware that Executive may hereafter discover claims presently unknown or unsuspected, or facts in addition to or different from those that Executive now knows or believes to be true, with respect to the matters released herein. Nevertheless, it is the intention of Executive to release all such matters fully, finally and forever, and all claims relating thereto, that now exist, may exist or theretofore have existed, as specifically provided herein. The parties hereto acknowledge and agree that this waiver shall be an essential and material term of the release contained above. Nothing in this paragraph is intended to expand the scope of the release as specified herein.

  4. In the event any of the Releasees brings a civil action or arbitration proceeding against Executive (other than a civil action or arbitration proceeding to enforce this General Release and Covenant Not to Sue) then this General Release and Covenant Not to Sue shall be of no further force and effect and Executive shall be permitted to bring claims against the Releasees that would have been otherwise barred by this General Release and Covenant Not to Sue.

  5. This General Release and Covenant Not to Sue shall be governed by and construed in accordance with the laws of the District of Columbia applicable to agreements made and to be performed entirely within such state without regard to principles of conflicts of laws, provided, however, that the arbitration provisions of the Employment Agreement shall be governed solely by the Federal Arbitration Act.

  6. To the extent that Executive is forty (40) years of age or older, this paragraph shall apply. Executive acknowledges that Executive has been offered a period of time of at least twenty-one (21) days to consider whether to sign this ‘General Release and Covenant Not to Sue,’ which Executive has waived, and the Employer agrees that Executive may cancel this ‘General Release and Covenant Not to Sue’ at any time during the seven (7) days following the date on which this ‘General Release and Covenant Not to Sue’ has been signed by all parties to this “General Release and Covenant Not to Sue.” To cancel or revoke this General Release and Covenant Not to Sue, Executive must deliver to the Employer written notice stating that Executive is canceling or revoking this “General Release and Covenant Not to Sue.” If this General Release and Covenant Not to Sue is timely cancelled or revoked, none of the provisions of this General Release and Covenant Not to Sue shall be effective or enforceable and the Employer shall not be obligated to make the payments to Executive or to provide Executive with the other benefits described in Section 4(b)(i) of the Employment Agreement, and all contracts and provisions modified, relinquished or rescinded hereunder shall be reinstated to the extent in effect immediately prior hereto. Executive is hereby advised to seek legal counsel prior to signing this “General Release and Covenant Not to Sue.”

  7. Executive acknowledges and agrees that Executive has entered this “General Release and Covenant Not to Sue” knowingly and willingly and has had ample opportunity to consider the terms and provisions of this General Release and Covenant Not to Sue.

INWITNESS WHEREOF, the undersigned has caused this General Release and Covenant Not to Sue to be executed on this _____day of ________________, 20__.

Terrence M. Tierney

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Exhibit10.14

Amendedand Restated Polomar Health Services, Inc.


ProductFulfillment and Distribution Agreement


This Amended and Restated Fulfillment and Product Distribution Agreement (the “Restated Agreement”) between Polomar Health Services, Inc. and Polomar Specialty Pharmacy, LLC (“Polomar”), a wholly owned subsidiary and (collectively, PMHS” or the “Company”), a publicly traded Nevada corporation, with a principal place of business located at 10940 Wilshire Blvd., Suite 1500, Los Angeles, CA 90024, Island 40 Group (“IG4”), a Tennessee limited liability company and FORHumanity Health, Inc. d/b/a ForHumanity (“FHH”), a Delaware Corporation, with a mailing address of 1041 Market Street #446, San Diego, CA 92101-7233. PMHS, IG4 and FHH are collectively referred to as Parties herein and each a Party.

**Whereas,**the Parties entered into that certain Fulfillment and Product Distribution Agreement (the “Agreement”) effective March 12, 2025, and as amended on March 17, 2025 (the “First Amendment”; and

**Whereas,**the Parties desire to amend and restate the Agreement and First Amendment pursuant to the terms herein.

NowTherefore, the Parties hereto agree as follows:

1. Territory. The Territory shall include all U.S. states and U.S. Territories in which Polomar Specialty Pharmacy, LLC (“Polomar”) is presently licensed or may become licensed during the term of this agreement.

2. Term/Termination.

(a) The term of this Agreement shall be for a term of forty-two months (42) commencing on March 17, 2025, and terminating on September 16, 2028 (“Initial Term”), unless otherwise renewed pursuant to the terms herein below.

(b) This Agreement shall automatically renew for an additional thirty-six (36) month term provided minimum average annual gross revenues received by PMHS from FHH during the Initial Term are not less than $3,000,000 (“1^st^ Renewal Term”).

(c) This Agreement shall automatically renew for an additional sixty (60) month term provided minimum average annual gross revenues received by PMHS from FHH during the 1^st^ Renewal Term are not less than $6,000,000 (“2^nd^ Renewal Term”)

(d) If FHH meets or exceeds its Exclusivity Goal (as defined in Section 7(g) hereinbelow), then this Agreement shall continue to renew for additional five (5) year terms unless otherwise terminated pursuant to the terms hereof.

This Agreement may be terminated upon ninety (90) days written notice of either Party to the other Party, if monthly average gross revenues (“Average Revenues”) payable by FHH to PMHS are less than $100,000 per month commencing on October 1, 2025 through July 30, 2026 or for gross negligence or gross misconduct by either Party, if the negligence or misconduct is not cured within 30 days after receipt of notice from the non-breaching Party.

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3. Account Management.


Island 40 Group, LLC (“IG4”) is PMHS’s exclusive commercial account management partner. FHH shall communicate directly with IG4 on all matters relating to sales hereunder.

FHH may contact PMHS directly if IG4 fails to respond within 48 hours or in cases of urgent supply or quality issues, with notice to IG4.

5. Pricing.

(a) the Parties hereto shall agree to initial product pricing as disclosed on Exhibit A, attached hereto and made a part hereof.

(b) product price increase due to market conditions (i.e. tariffs, raw material price increases of more than 3%, etc.) shall be allowed with documented proof provided to FHH of the market condition and communicated to FHH on at least ninety (90) days written notice.

(c) PMHS may not raise product prices more than three percent (3%) per year during the Initial Term of this agreement or any Renewal Term.

(d) PMHS/IG4 shall not charge FHH more for products delivered to FHH pursuant to this Agreement than PMHS/IG4 charges any other customer of PMHS/IG4.

(e) FHH, upon forty-five (45) days notice, may audit PMHS/IG4’s pricing records annually. If discrepancies exceeding 2% are found, audit costs shall be borne by PMHS/IG4.

6. Sales Forecast. Within ninety (90) days of commencement of sales of Polomar products to customers of FHH, FFH must provide a twelve (12) month forecast of sales, by product to IG4, and every quarter subsequently so that IG4 can ensure sufficient product availability and supply. Should FFH become aware of a material deviation (+/- 10%) from any Sales Forecast provided to IG4 hereunder, then FHH must notify IG4 within five (5) business days with an updated Sales Forecast.

7. Product Availability/ Exclusivity Terms.

(a) FHH<br> will be the exclusive partner for inhalable sildenafil, inhaled eletriptan (or such other<br> inhalable triptan medication(s) as the Parties may agree upon), and pursuant to a first refusal<br> right, any other new dry inhalable products (collectively, “Dry Inhalables”)<br> offered for sale by PMHS through March 31, 2026, in exchange for a product purchase guarantee<br> of not less than $750,000.
(b) It<br> is further agreed that should PMHS receive total Revenues from FHH of $1,500,000 on or before<br> March 31, 2026, then exclusivity for all Dry Inhalables shall be extended through September<br> 30, 2026.
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(c) It<br> is further agreed that should PMHS receive total Revenues from FHH of $3,000,000 between<br> January 1, 2026, and June 30, 2026, then exclusivity for all Dry Inhalables shall be extended<br> through December 31, 2026.
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| --- | | (d) | It<br> is further agreed that should PMHS receive total Revenues from FHH of $8,000,000 for the<br> fiscal year ending on December 31, 2026, then exclusivity for all Dry Inhalables shall be<br> extended through June 30, 2027. | | --- | --- | | (e) | It<br> is further agreed that should PMHS receive total Revenues from FHH of $8,000,000 for the<br> calendar period January 1, 2027, through June 30,2027 then exclusivity for all Dry Inhalables<br> shall be extended until December 31, 2027. | | --- | --- | | (f) | It<br> is further agreed that should PMHS receive total Revenues from FHH of $20,000,000 for the<br> fiscal year ending on December 31, 2027, then exclusivity for all Dry Inhalables shall be<br> extended until December 31, 2028. | | --- | --- | | (g) | In<br> all subsequent calendar years after the fiscal year ending on December 31, 2027, FHH hereby<br> agrees to an annual thirty percent (30%) increase over the prior year’s Exclusivity<br> Goal to maintain exclusivity hereunder (“Exclusivity Goal”). If the Exclusivity<br> Goal is achieved, exclusivity for all Dry Inhalables shall be extended for the following<br> calendar year; therefore, Ex., the Exclusivity Goal for 2028 Revenues from FHH to PMHS will<br> be $26,000,000 and shall confer exclusivity through 2029. This paragraph 7(g) shall apply<br> to all renewal terms of this Agreement. | | --- | --- | | (h) | PMHS<br> shall immediately reserve, 8,000 kits of inhalable sildenafil, each kit consisting of two<br> (2) inhalers and ten (10) capsules of 25 mg inhalable sildenafil, for the exclusive use of<br> FHH pursuant to the terms herein. | | --- | --- | | (i) | PMHS<br> shall manufacture and reserve, upon completion of appropriate PK clinical studies, 8,000inhalable<br> eletriptan kits, each kit consisting of two (2)2inhalers and ten (10) capsules of inhalable<br> eletriptan, for the exclusive use of FHH pursuant to the terms herein. | | --- | --- | | (j) | PMHS<br> shall utilize reasonable commercial efforts to have clinical PK data on inhalable eletriptan<br> within ninety (90) days of the date of this Restated Agreement. | | --- | --- | | (k) | PMHS<br> acknowledges receipt of advance payments totaling $200,000 to secure the exclusivity granted<br> herein above. | | --- | --- | | (l) | FHH<br> and PMHS shall utilize their best efforts to enter into a joint venture to co-develop a kiosk<br> vending POS solution for the delivery of the products contemplated herein as well as any<br> other prescription and non-prescription (over-the-counter) medications that PMHS deems in<br> its sole discretion are commercially viable. | | --- | --- | | (m) | The<br> following sales of any Dry Inhalables shall not be subject to the Product Exclusivity provisions<br> herein above: | | --- | --- | | i) | sales<br> to clinics, hospitals or physician practices; and | | --- | --- | | ii) | sales<br> to governmental agencies. | | --- | --- | | (n) | IG4<br> and PMHS shall also utilize their best efforts to prioritize FHH product availability for<br> products being supplied to FHH and shall notify FHH within five (5) business days if they<br> believe they may not be able to meet the product requirements as disclosed in the Sales Forecast. | | --- | --- |

i) If PMHS does not ship product to FHH or their customers, ordered in a given month, then that month or year’s Exclusivity Goal will be calculated as if that product had shipped as long as those orders were made in good faith and consistent with the FHH sales forecast.

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8. New Product Availability. Any new Polomar or IG4 pharmaceutical, nutraceutical, or peptide products or any new proprietary systems and technology for the ingestion and/or consumption of our products to patients shall be made available for sale to FFH at the same time or prior to any other sales or distribution clients. Exclusivity for new products shall be subject to a separate agreement.

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10. Payment Terms.

(a) FHH payment terms on product shipping provided by PMHS/IG4 shall be within seven (7) business days of receipt of the invoice.

(b) FHH shall be solely responsible for the purchase price for any custom designed product packaging, including, but not limited to branded capsules, containers, inhalers or other collateral materials.

(c) FHH shall pay all shipping on any custom designed products or packaging.

(d) FHH shall make an additional advance payment hereunder in the amount of $50,000 on or before August 31, 2025.

(e) Payment Terms for the remaining $500,000 of the opening exclusivity order shall be due on or before October 31, 2025.

(f) PMHS shall invoice FHH for product monthly subsequent to the opening exclusivity order with fifteen (15) day payment terms from the date of invoice.

(g) If FHH makes future reserve orders, those invoices shall be paid one-third upon submission of order and the remaining balance within sixty (60) days after the date of the order.

11. Product Quality.

(a) PMHS<br> guarantees that all products provided to FHH shall be manufactured in FDA cGMP licensed outsourcing<br> or contract manufacturing facilities; and
(b) PMHS<br> strictly adheres to USP guidelines in the sourcing of API’s and related ingredients;<br> and
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(c) Upon<br> request, PMHS shall provide to FHH product test results and certificates of authentication.
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(d) If<br> n the event of any product recall, PMHS shall, within twenty-four (24) hours, notify FHH<br> of the recall, the nature of the recall and PMHS’s remediation plan, with all costs<br> associated with any recall to be borne by PMHS.
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12. Wholesale Customer Opportunities.

FHH may from time to time come across additional wholesale customer sales opportunities. FHH, upon notifying I4G in writing of this opportunity, shall have a six (6) month exclusivity period to negotiate a sales and distribution agreement with the identified potential wholesale customers. If FHH completes a sale with a wholesale customer during the exclusivity period, then that customer shall be FHH’s exclusive customer during the term hereof, any renewal hereof and for a period of three (3) years after the termination of this agreement or the final shipment of any product(s) to the customer.

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13. Confidentiality.


The Parties hereto shall during the term of this Agreement and for a period of two (2) years following the termination of this Agreement keep confidential the terms of this Agreement, except as disclosure may be required by the U.S. Securities and Exchange Commission.

The Parties agree to mutually keep confidential the following:

(a) business<br> records and plans, trade secrets, technical information, products, pricing structure, discounts,<br> costs, licenses, customer lists, copyrights and other intellectual property and any other<br> proprietary information.

The Parties agree the following is not considered “confidential information”:

(a) matters<br> of public knowledge that result from previous disclosures made by either Party, information<br> rightfully received by either Party from a third Party without a duty of confidentiality,<br> information independently developed by either Party, information disclosed by operation of<br> law, information disclosed by FHH with the prior written consent of PMHS, and any other information<br> that the Parties agree in writing is not confidential.

14. Non-solicitation.

(a) The Parties hereto agree that for a period of two (2) years from any termination of this agreement that no Party shall solicit customers from any Party hereto; and

(b) The Parties hereto agree that for a period of one (2) year from any termination of this agreement that no Party shall solicit employees from any Party hereto

15. Indemnification. PMHS/I4G agrees to indemnify and hold harmless FHH and its directors, officers and affiliates against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements (and all actions, suits, proceedings and investigations in respect thereof and any and all legal or other costs, expenses and disbursements in giving testimony or furnishing documents in response to a subpoena or otherwise), including, without limitation, the costs, expenses, and disbursements, as and when incurred, of investigating, preparing or defending any such action, proceeding or investigation (whether or not in connection with litigation to which FHH is a Party), directly or indirectly, caused by, relating to, based upon, arising out of or in connection with information provided by the Company which contains a material misrepresentation or material omission in connection with the provision of services by FHH under this Agreement; provided however, such indemnity agreement shall not apply to any portion of any such loss, claim, damage, obligation, penalty, judgment, award, liability, cost, expense or disbursement to the extent it is found by a court of competent jurisdiction to have resulted from negligence or willful misconduct of FHH. For example, FHH’s indemnification shall not extend to claims arising from PMHS/IG4’s manufacturing defects, quality issues, or failure to meet FDA or other regulatory standards.

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Each Party entitled to indemnification under this agreement (the “Indemnified Party”), shall give notice to the Party required to provide indemnification (the “Indemnifying Party”) promptly, within thirty (30) days, after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting there from, provided that counsel for the Indemnifying Party, who shall conduct the defense at such claim or any litigation resulting there from, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such Party’s expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with defense of such claim and any litigation resulting therefrom.

Notwithstanding the foregoing, FHH shall indemnify and hold harmless PMHS/I4G, its directors, officers, subsidiaries and affiliates against any and all losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses and disbursements resulting from any actions taken, claims made, or misrepresentations by FHH regarding the products and services provided by PMHS its subsidiaries and affiliates pursuant to this Agreement.

16. Insurance. Each Party hereto shall maintain minimum general liability insurance of not less than $2,000,000 in the aggregate, $1,000,000 per occurrence. Additionally, Polomar Specialty Pharmacy, LLC shall maintain product liability insurance in an amount not less than $3,000,000 aggregate.

17. Arbitration. If a dispute arises from or relates to this contract or the breach thereof, and if the dispute cannot be settled through direct discussions, the parties agree to endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The parties further agree that any unresolved controversy or claim arising out of or relating to this contract, or breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Claims shall be heard by a single arbitrator, unless the claim amount exceeds $2,000,000.00, in which case the dispute shall be heard by a panel of three arbitrators.

Any arbitration hearing shall be held in a mutually agreed upon location or via virtual proceedings. Notwithstanding the foregoing, the parties shall utilize their best efforts to hold all settlement conferences, mediation or arbitration proceedings remotely. Each Party hereto shall bear its own costs unless the arbitrator renders a finding of bad faith, in which case fees may shift. The arbitration shall be governed by the laws of the State of Delaware Depositions shall be limited to a maximum of two (2) per Party and shall be held within 21 days of the making of a request. Additional depositions may be scheduled only with the permission of the arbitrators, and for good cause shown. Each deposition shall be limited to a maximum of three (3) hours. In making determinations regarding the scope of exchange of electronic information, the arbitrator(s) and the parties agree to be guided by The Sedona Principles, Third Edition: Best Practices, Recommendations & Principles for Addressing Electronic Document Production.

The award shall be made within 9 months of the filing of the notice of intention to arbitrate (demand), and the arbitrator(s) shall agree to comply with this schedule before accepting appointment. However, this time limit may be extended by the arbitrator for good cause shown, or by mutual agreement of the parties.

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The arbitrator(s) shall not award consequential damages in any arbitration initiated under this section. The arbitrator(s) shall award to the prevailing Party, if any, as determined by the arbitrators, all of their costs and fees. ‘Costs and fees’ mean all reasonable pre-award expenses of the arbitration, including the arbitrators’ fees, administrative fees, travel expenses, out-of-pocket expenses such as copying and telephone, court costs, witness fees, and attorneys’ fees. The award of the arbitrators shall be accompanied by a reasoned opinion. Except as may be required by law, neither a Party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties. The parties agree that failure or refusal of a Party to pay its required share of the deposits for arbitrator compensation or administrative charges shall constitute a waiver by that Party to present evidence or cross-examine witness. In such event, the other Party shall be required to present evidence and legal argument as the arbitrator(s) may require for the making of an award. Such waiver shall not allow for a default judgment against the non-paying Party in the absence of evidence presented as provided for above. Notwithstanding any language to the contrary in the contract documents, the parties hereby agree: that the Underlying Award may be appealed pursuant to the AAA’s Optional Appellate Arbitration Rules (“Appellate Rules”); that the Underlying Award rendered by the arbitrator(s) shall, at a minimum, be a reasoned award; and that the Underlying Award shall not be considered final until after the time for filing the notice of appeal pursuant to the Appellate Rules has expired. Appeals must be initiated within thirty (30) days of receipt of an Underlying Award, as defined by Rule A-3 of the Appellate Rules, by filing a Notice of Appeal with any AAA office. Following the appeal process the decision rendered by the appeal tribunal may be entered in any court having jurisdiction thereof.

18. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware

19. Notices. All written notices required herein shall be sent electronically as follows:


As to PMHS: Terrence M. Tierney

President

Terrence.Tierney@PolomarHS.com

As to I4G: Casey Barksdale

casey@island40group.com

As to FHH: Douglas G. Paulin CPA

Chief Financial Officer

douglas@forhumanity.co

20. Force Majeure. The obligation of Polomar/IG4to provide prescription fulfillment services here under shall be suspended during the period and to the extent that Polomar/IG4 is prevented or hindered from complying therewith by any law or governmental order, rule, regulation or direction, whether domestic or foreign, or by any cause beyond the reasonable control of Polomar/IG4, including but not limited to acts of nature, strikes, lock outs and other labor and industrial disputes and disturbances, civil disturbances, accidents, acts of terrorism, acts of war or conditions arising out of or attributable to war (whether declared or undeclared), disease, epidemic, shortage of necessary equipment, materials or labor, or restrictions thereon or limitations upon the use thereof, and delays in transportation. In such event, Polomar/IG4 shall give notice of suspension as soon as reasonably practicable stating the date and extent of such suspension and the cause thereof and Polomar/IG4 best estimate of the date on which it will be able to resume the performance of its obligations herein. In addition, Polomar/IG4 will use commercially reasonable efforts during any such suspension to keep IG4 informed as to the progress of removal of the cause of such suspension. Polomar/IG4 shall resume the performance of such obligations as soon as reasonably practicable after the removal of the cause and Polomar/IG4 shall timely notify FHH, and Polomar/IG4 shall not be liable for failure to provide prescription fulfillment services for the period in which such Service could not be provided or granted pursuant to this paragraph. Notwithstanding the foregoing, Polomar/IG4 will utilize its commercially best efforts to provide prescription fulfillment services to FHH during any suspension of obligations provided for in this paragraph through other duly licensed vendors.

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The Parties hereto agree to the terms of this Restated Agreement effective on August 14, 2025.

FOR HUMANITY HEALTH, INC.
/s/ Yoshua Davis
Signature
By: Yoshua<br> Davis
Title: Founder/President
ISLAND 40 GROUP, LLC
/s/ Casey Barksdale
Signature
By: Casey<br> Barksdale
Title: President
POLOMAR HEALTH SERVICES, INC.
/s/ Terrence M. Tierney
Signature
By: Terrence<br> M. Tierney
Title: President

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Exhibit10.15


PharmacyServices and Compounding Agreement

THIS PHARMACY SERVICES AGREEMENT (the “Services Agreement”) is entered and effective on the date fully executed by all parties hereinbelow (the “Effective Date”) by and between CareValidate Incorporated, a Delaware corporation (“Customer”), and Polomar Health Services, Inc. (“PMHS”), a publicly traded Nevada corporation and Polomar Specialty Pharmacy, LLC, a Florida limited liability company and wholly owned subsidiary of PMHS (collectively “Polomar”) (each a “Party” and collectively, the “Parties”).

RECITALS

WHEREAS, Polomar operates a a 503A compounding pharmacy at its principal address located at 32866 US Highway 19 N, Palm Harbor, FL 34684 and is licensed or authorized to dispense sterile and non-sterile prescription medications in U.S. states and territories disclosed in Exhibit B attached hereto;

WHEREAS, Customer is a technology-driven healthcare organization that specializes in distribution services, marketing, production, and research & development (R&D). It serves a broad spectrum of clients, including home health services, and clients which operate websites, web platforms, or other online public interface for purposes of facilitating subscribing patient (generally, a “Patient”) access to integrated telehealth and traditional healthcare services, including, without limitation, pharmacy services; and

WHEREAS, Polomar and Customer seek to provide for a fulfillment arrangement whereby Polomar will (i) receive and process prescription medication orders (“Orders”) from duly licensed healthcare providers (generally, “Prescribers”), and (ii) dispense and deliver the prescribed medications to Patients.

NOW THEREFORE, in consideration of the foregoing recitals hereby incorporated by reference as material terms of this Services Agreement, the mutual promises and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of all of which being hereby acknowledged, the Parties further agree as follows:

1.PHARMACY RESPONSIBILITIES

Upon receipt of a valid prescription, the Polomar shall:

a. Use its professional knowledge and experience to fill the prescription, which will be verified with the correct Patient information and contain sufficient detail to facilitate fulfillment of the prescription;

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b. Ship prescribed medication to Patient at the address(es) provided by Customer in connection on the prescription;

c. Maintain records of dispensing and shipping as required by applicable law but for a period of not less than three (3) years from dispensing of the medication;

d. Keep records of medications received and conduct periodic audits;

e. Comply with all applicable federal and state laws and regulations;

f. Counsel and educate Patients about their medications, making clinical pharmacy staff available to Patients for pharmacy practice questions related to such Patient’s prescribed therapy;

g. Process and ship valid prescriptions within two (2) business days from receipt of prescription;

i. Provide detailed dispensing reports (de-identified, unless Customer enters a valid and binding HIPAA business associate agreement with Polomar, attached hereto as Exhibit C) as mutually agreed and consistent with the scope of work as defined herein;

j. Purchase or otherwise arrange sufficient inventory to supply Orders through Polomar’s vendors and sources (wholesalers, distributors, manufacturers, etc.) pursuant to a rolling inventory forecast developed, managed, and regularly updated by cooperative efforts between the Parties;

k. Establish, in collaboration with Customer, an electronic notification protocol to communicate in real time any potential product shortages and product cost increases. Pharmacy shall provide Customer with prompt written notice of any anticipated or actual shortage affecting ancillary items or packaging supplies. Any substitutions must be approved in writing by Customer in advance, unless substantially equivalent and compliant with applicable regulations.


2.CUSTOMER RESPONSIBILITIES


2.1Compliance with Law. Customer shall use reasonable commercial efforts to ensure compliance with all applicable federal and state laws and regulations, including, without limitation, as follows: a. The term “Order” as used everywhere herein refers to a valid prescription medication order (i) issued by a Prescriber appropriately licensed in the Patient’s state or other jurisdiction of residence in the context of a valid Prescriber-Patient relationship, and (ii) transmitted or communicated by the issuing Prescriber directly to the Pharmacy in a manner and form consistent with all applicable laws and pharmacy professional practice standards—and specifically not by any Patient (unless presented in hardcopy onsite at the Pharmacy) or by or through Customer or any other intermediary. b. Customer hereby warrants that all (purported) Orders made the subject of this Services Agreement shall conform to the foregoing requirements. c. Customer understands and agrees that a nonconforming or otherwise invalid prescription medication order (i) is not an Order, (ii) will be summarily rejected by the Pharmacy, and (iii) constitutes a material breach of this Services Agreement unless the result of innocent and reasonable mistake of fact.

2.2Packaging and Shipping. Packaging and shipping specifications and instructions shall be defined in Exhibit A. Changes to packaging and shipping specifications and/or instructions must be mutually agreed upon by both Parties.


3.PAYMENT


3.1Payment. Customer will compensate Pharmacy as provided on Exhibit “A” for each Order(s) fulfilled in accordance with this Services Agreement. Neither party will submit any claims to any third-party payors in connection with (i) the Prescription(s) filled by Pharmacy, or (ii) the professional services provided by pharmacists under this Services Agreement.


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3.2Timing of Payment for Pharmacy Services. Polomar will provide Customer with a written or electronic report of pharmacy services rendered to Patients in accordance with Paragraph 1.i. for each calendar week (Monday thru Sunday), and Customer shall facilitate and guarantee payment from the applicable Patients at the agreed-upon rate, packaging, and shipping cost as set forth in Exhibit A. an iPharmacy shall invoice Customer every twenty-one (21) calendar days for services provided by Pharmacy to Customer pursuant to the terms this Agreement. Payment shall be due within fifteen (15) calendar days from receipt by the Customer of any invoice.


3.3Service Charge. Customer will pay a service charge calculated at the rate of 1.0% per month (or the maximum rate allowed by law, if such rate is less than 1.0% per month) on any amount not paid to Pharmacy when due under the terms of the Services Agreement from the first day of delinquency. Failure or delay by Pharmacy in reporting to Customer in accordance with Paragraph 3.3 for pharmacy services rendered does not waive or otherwise impact Pharmacy’s right to receive payment therefor in accordance with this Services Agreement.

4.TERM AND TERMINATION


4.1Term. This Services Agreement shall be for a period of 1 year. This Services Agreement shall automatically renew for additional one-year terms unless terminated in writing at least sixty (60) days before its then-current expiration date.


4.2Immediate Termination. If either Party ceases or materially changes its operations; or if a writ of garnishment or levy, attachment, or execution relating to a debt of either Party is served upon the other Party and not removed within 30 days from the date of such service; or in the event of a negligent or intentional and material misrepresentation; or in the event of a material breach of this Services Agreement not corrected within 30 days of written notice to the non-breaching Party, then this Services Agreement may be terminated immediately at the option of the other Party, upon written notice as provided for. Upon receipt of such notice, both Parties shall immediately cease and terminate operating under this Services Agreement, and any outstanding payments shall be made under the terms of this Services Agreement.


4.3Termination without Cause. Either party may terminate this Services Agreement without cause upon 90 days’ advance written notification.

5.EXCLUSIVITY


5.1Exclusivity. The Parties hereto agree that nothing contained in this Services Agreement will be construed as creating an exclusive relationship between the parties, and nothing in this Services Agreement will prevent either Customer or Pharmacy from entering the same or similar relationship with others.

6.REPRESENTATIONS AND WARRANTIES


Each Party hereby represents and warrants to the other Party, as follows:


6.1Corporate Existence and Power. Each Party (i) is duly organized, validly existing, and in good standing under the laws of the state in which it is incorporated or organized, and (ii) has the corporate power, authority, and legal right to enter this Services Agreement.

6.2No Conflict. The execution and delivery of this Services Agreement and the Party’s performance of obligations hereunder do not conflict with or violate (i) any actually or constructively known requirement of applicable law, and (ii) any contractual obligation of such Party.

6.3Compliance with Laws. Such Party shall perform its obligations under this Services Agreement in compliance with all federal, state, and local laws, regulations, and guidelines applicable to such entity and its obligations hereunder.

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6.4Polomar Representations and Warranties. a. Polomar represents and warrants, as follows: a. All Order fulfillments (includes the prescription medications, and the processing, shipping, and handing thereof) under this Services Agreement shall be in accordance with all applicable laws, rules, and regulations, including, without limitation, the U.S. Food, Drug, and Cosmetic (FD&C) Act and its various analogues at state law, applicable state pharmacy practice acts, and their respective implementing rules and regulations. b. Pharmacy shall comply with all reporting requirements for pharmacies under federal and state rules and regulations.

6.5Debarment Certification. (a). Both Parties hereby certify that they have not been debarred under the provisions of the Generic Drug Enforcement Act of 1992, 21 U.S.C. §335(a) and (b). In the event that during the term of this Services Agreement, any Party (i) becomes so debarred or (ii) receives notice of an action or threat of an action with respect to its debarment, that Party shall notify the other immediately. b. In the event that the Pharmacy becomes debarred, this Services Agreement shall automatically terminate without any further action or notice required by Customer. c. Both Parties hereby certify that they have not and will not use in any capacity the services of any individual, corporation, partnership, or association that has been debarred under 21 U.S.C. §355(a) or (b). In the event that a Party becomes aware of any such debarment (or investigation or threatened debarment), the offending service provider shall be immediately and completely disassociated until and unless exonerated or the debarment is lifted.

6.6Independent Contractor. The Parties shall be considered to be independent contractors for all purposes under this Services Agreement, and are not employees, agents, borrowed servants, joint venturers, or partners. Neither Party shall be entitled to any benefits, coverages, or privileges, including, without limitation, Social Security, unemployment, workers’ compensation, medical or pension payments, or holiday/vacation pay, or other such benefits made available to employees of the other Party.

7.CONFIDENTIAL INFORMATION


7.1Nondisclosure. Each Party agrees to maintain in strict confidence and not disclose to any third party any non-public, proprietary, or confidential information received from the other Party in connection with this Services Agreement, whether oral, written, digital, or in any other form, including but not limited to business strategies, pricing, operational processes, formulations, and any patient or customer-related data (“Confidential Information”).

Pharmacy further agrees that any compounding protocols, dosing formulas, packaging instructions, workflow processes, supplier relationships, or related operational insights shared by Customer shall be treated as Confidential Information, whether or not such information is marked or designated as confidential at the time of disclosure.

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Each Party shall use Confidential Information solely for the purpose of fulfilling its obligations under this Services Agreement and shall restrict access to such information to its employees, agents, or subcontractors who have a need to know and are bound by obligations of confidentiality at least as protective as those set forth herein. These obligations shall survive the termination of this Services Agreement for a period of five (5) years, or indefinitely with respect to trade secrets or any patient data governed by HIPAA or applicable law.

7.2No Publicity. The Parties hereto acknowledge that PMHS is a publicly traded company subject to certain public disclosures mandated by the U.S. Securities and Exchange Commission (“SEC”) and that this contract may be subject to those disclosure requirements. Notwithstanding the foregoing, Polomar will not release any press releases or other publicity concerning the services provided herein without the Customer’s explicit written consent.


7.3Allowed Disclosures. Notwithstanding the prohibitions set forth in the NDA or Sections 7.1 or 7.2, a Party may disclose the existence and terms of this Services Agreement to its existing and potential investors (includes prospective purchasers) to the extent reasonably required by those investors; provided, however, that (i) the disclosing Party must first ensure that such investors execute a confidentiality agreement containing terms at least as restrictive as those set forth in the NDA, and (ii) the non-disclosing Party must be named as a third-party beneficiary thereof, with full and unrestricted rights to pursue all manner of claims, relief, and damages available by law, statute, or contract directly from and against the investor in the event of a breach.

7.4Patient Confidentiality and Ownership

Polomar acknowledges and agrees that all patient-related data, including but not limited to names, contact information, prescription details, order history, protected health information (PHI), and any personally identifiable information (PII) received, accessed, or processed in connection with this Services Agreement, shall be considered Confidential Information and the sole and exclusive property of Customer.

Polomar shall not, directly or indirectly, use, retain, copy, store, access, disclose, or transmit any such patient information for any purpose other than fulfilling its obligations under this Services Agreement. Upon termination or expiration of this Services Agreement, Pharmacy shall securely return or destroy (at Customer’s instruction) all patient data and certify in writing that it has not retained any copies, whether physical or electronic.

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Polomar shall not market, solicit, or communicate in any form with any Patient fulfilled under this Services Agreement, except as required to complete a valid Order and as permitted by Customer.

8.LIMITATIONS OF LIABILITY AND INDEMNIFICATION


8.1Indemnification. Each Party shall defend, indemnify, and hold harmless the other Party and its respective affiliates, directors, officers, employees, and representatives from and against any and all liability arising directly or indirectly out of: (a) any fraud, intentional misconduct, recklessness, wantonness, or gross negligence of such Party in the formation of or performance under this Services Agreement; and (b) a material breach of any warranty, representation, certification, or obligation of such Party under this Services Agreement.


8.2Indemnity Process. Each Party agrees, to the extent reasonably practicable, to cooperate with the indemnifying party in the defense of any claims made by third parties including, but not limited to, (a) promptly notifying the indemnifying party of the liability to be indemnified; (b) allowing the indemnifying party to conduct and control (at the cost and expense of such indemnifying party) the defense of such a claim and any related settlement negotiations, except that neither party shall have the authority to make a final settlement of a dispute on behalf of any other party; and (c) affording all reasonable assistance to the indemnifying party (at the cost and expense of such indemnifying party).


8.3Limitation of Liability. NOTWITHSTANDING ANY PROVISION HEREOF TO THE CONTRARY, AND EXCEPT TO THE EXTENT PROXIMATELY CAUSED BY A PARTY’S FRAUD, INTENTIONAL MISCONDUCT, RECKLESSNESS, OR WANTONNESS, NO PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR OTHER SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS SERVICES AGREEMENT OR ITS SUBJECT MATTER.

9.RIGHT TO AUDIT AND DISPUTE RESOLUTION


9.1Right to Audit. Both Parties have the right to conduct a reasonable audit or review the other’s records to establish or confirm compliance with this Services Agreement’s terms, including as to reported payment information, upon reasonable notice and at reasonable times. If such audit reveals a discrepancy in information and/or payment, the full amount of the discrepancy will be restored to the injured Party or Patient, as applicable. Associated costs and expenses shall be borne by the auditing Party. An audit or review under this Section 9.1 may be performed no more frequently than once per calendar quarter.

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Customer shall also have the right, upon reasonable advance notice, to inspect and audit Pharmacy’s records and facilities specific to the receipt, inventory, compounding, and fulfillment of Customer-supplied API. Pharmacy shall cooperate in good faith with such audits and make all relevant logs, batch records, compounding documentation, and inventory reports available for review.


9.2Dispute Resolution Process.

a. In the event of a material dispute between the Parties arising from or relating to this Services Agreement or its subject matter, the aggrieved Party shall send a written request asking the other Party to meet and confer in an effort to settle the dispute. If no resolution is reached, then a sole arbitrator agreed upon by both Parties shall resolve such dispute in accordance with the then-existing commercial arbitration rules of the American Arbitration Association (the “AAA”).

b. Notwithstanding the foregoing, however, or anything to the contrary contained in such AAA’s rules, (i) the arbitration proceeding shall not be filed with or conducted by, through, or under the auspices of the AAA, except by mutual assent; and (ii) although the arbitrator(s) shall be selected in accordance with criteria, processes, and procedures established by such AAA rules, the arbitrator(s) actually selected need not be affiliated with the AAA—regardless of any AAA rule provision to the contrary.

c. The arbitration decision or award shall be binding on the Parties and judicially enforceable.

d. Arbitration fee and expenses shall be evenly divided between the Parties unless the arbitration decision or award mandates otherwise.

e. The provisions of this Section 9.2, including all subparts, shall not preclude either Party from commencing and prosecuting any action for equitable or injunctive relief of any kind or nature (including without limitation, any action commenced by either Party for specific performance of any obligations hereunder, or for obtaining a temporary or permanent restraining order) or to enforce the provisions of the Section 9.2 (e.g., for purposes of compelling binding arbitration, reducing an arbitration decision or award to an enforceable judgment, and recording, collecting on, or otherwise enforcing such judgment).

f. Except as agreed by the Parties in writing, the sole and exclusive location, jurisdiction, forum, and venue—whether as to any such arbitration proceeding, action for equitable or injunctive relief, or otherwise—for resolving such disputes shall be only the county or parish where the non-initiating (or initially non-complaining) maintains its principal place of business on the date the initial aggrieved Party requests an informal settlement conference pursuant to Paragraph 9.2.a.; provided, however, that the arbitration or award may be confirmed and/or enforced by any court of competent jurisdiction.

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10.INTELLECTUAL PROPERTY

Both Parties retain all right, title, and interest in and to their intellectual property, software, programs and offers, including intellectual property rights relating thereto, their software code, trademarks, trade names, logos, and branding.


11.MISCELLANEOUS


11.1Governing Law. This Services Agreement shall be interpreted and construed under, and the rights of the Parties will be governed by, the laws of the state of Florida, without regard to choice or conflicts of law principles.


11.2Notices. All notices and other communications between the Parties which shall or may be given pursuant to this Services Agreement shall be deemed to have been successfully given when delivered by (i) personal service to an officer or other managing agent of the recipient Party, or (ii) USPS Certified (RRR) or Priority Mail (with delivery confirmation) or national common carrier (with delivery confirmation) to the applicable address first above-written; provided, however, that routine business communications and interactions in the ordinary course, including, without limitation, dispensing reports, audit requests, inventory forecasts, and product shortages and cost increase notifications hereunder, will be deemed delivered when sent by facsimile transmission or email (attachment), with delivery confirmation. Any Party may change or supplement its address, email address, or facsimile number for purposes of receiving notices under this Services Agreement by written notice to the other Party.


11.3Entire Agreement. This Services Agreement contains the entire understanding of the Parties with respect to the subject matter hereof and supersedes all negotiations, prior discussions, agreements, or understandings, whether written or oral, with respect to the subject matter hereof, as of the Effective Date. Terms or conditions different from or in addition to those in this Services Agreement contained in routine correspondence and communications in the ordinary course shall not be binding on the other Party unless specifically consented to in writing by its duly authorized representative.


11.4Counterparts. This Services Agreement may be executed (i) in any number of counterparts, including electronic copies, all of which together shall constitute a single instrument, (ii) in whole or in part via commercially reasonable e-signature service (DocuSign, Adobe Sign, DropBox Sign, etc.).


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11.5Assignment. This Services Agreement shall be binding upon and inure to the benefits of the Parties and their successors and assigns. Notwithstanding the foregoing, a Party may assign any or all its rights or obligations under this Services Agreement only with the prior written consent of the other Party. All professional Pharmacy services provided to Patients under this Services Agreement, including, without limitation, dispensing prescription medications, fulfilling prescription orders, and consulting with Patients and Prescribers, shall be performed by individual officers and employees of Pharmacy or of an entity described in Section 5.1; and nothing herein, including, without limitation, Section 6.6, shall be construed as authorizing Pharmacy to assign, (sub)contract, or otherwise outsource any such services to any other non-employee agent, (sub)contractor, or assignee not a party to this Services Agreement without Customer’s prior written consent.


11.6Waiver. No failure by any Party to insist upon strict compliance with any term of this Services Agreement, to enforce any right, or to seek any remedy upon any default of the other Party shall affect, or constitute a waiver of, the first Party’s right to insist upon strict compliance, to exercise that option, to enforce that right, or to seek that remedy with respect to that default or any prior, contemporaneous, or subsequent default. No custom, practice, or course of dealings of, by, or between the Parties at variance with any provision of this Services Agreement shall affect, or constitute a waiver of, a Party’s right to demand strict compliance with all provisions of the Services Agreement.


11.7Force Majeure. If the performance of any part of this Services Agreement shall be prevented, restricted, interfered with, or otherwise materially affected for any duration by fire or other casualty, government restrictions, acts of terrorism, war, riots, strikes, or labor disputes, lockout, transportation delays, acts of God, or any other causes beyond the reasonable control of such Party, such Party shall not be responsible for delay or failure of performance of this Services Agreement for such duration; provided, however, that the obligations relating to the payment, remittance, refund, or facilitation or guaranty thereof, as applicable, of undisputed amounts due to the other Party at the onset of any such foregoing casualty, event, or circumstance shall not be subject to the provisions of this Section 11.7. Without limiting the foregoing, financial considerations affecting a Party’s ability to make or to guarantee payment shall not be subject to this Section 11.7.


11.8Severability. If any term of this Services Agreement is declared invalid or unenforceable by a court or other body of competent jurisdiction, the remaining terms of this Services Agreement will continue in full force and effect.


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11.9Internet Security. The Parties acknowledge that the Internet is not a secure or reliable environment and that the ability to deliver internet services is dependent upon the internet and equipment, software, systems, data and services provided by various telecommunications carriers, equipment, firewall providers and encryption system developers, and other vendors and third parties. The Parties further acknowledge that use of the Internet entails many risks, including, without limitation, as to confidentiality, beyond reasonable control. Both Parties agree to take steps to ensure commercially reasonable encryption and other protocols remain in place to protect against unauthorized interception, corruption, use of, or access to confidential information.


11.10Pricing & Product Changes. Changes to the unit prices and product offerings described in Exhibit A may be made by mutual agreement as evidenced by electronic or other written communications between the Parties’ respective officers or other managing agents, effective 5 business days thereafter. Either Party may revoke its agreement to such a change by written notice to the other Party delivered within the referenced 5-business-day period.


11.11Mutual Record Disclosure. Each Party upon written request must send to the other Party (or that Party’s designee) records maintained in connection with this Services Agreement for compliance purposes with regard to Health Insurance Portability and Accountability Act (HIPAA), the Pharmaceutical Outsourcing Management Association (POMA), the National Association of Boards of Pharmacy (NABP), LegitScript, the FD&C Act, or other applicable laws and certification standards. Customer shall be governed by the Office of Inspector General (OIG) rules as a Business Associate and holds all records as a custodian during the term of this Services Agreement.


11.12Acknowledgement Relating to Healthcare Decisions. The Parties acknowledge and agree that (i) the services provided by Customer to Patients are intended as an aid to, and not a substitute for, the knowledge, expertise, skill and judgment of Prescribers, pharmacists, or other health care professionals; (ii) Prescribers, pharmacists, or other health care professionals are individually responsible for acting or not acting upon information transmitted or facilitated by Customer; and (iii) Customer does not control or intervene in the healthcare decisions made or actions taken by Patients, Prescribers, pharmacists, or other health care professionals. Customer acknowledges and agrees that Pharmacy does not authorize Customer to take any steps or provide any information that might be construed as a substitute for the knowledge, expertise, skill and judgment of Patients, Prescribers, pharmacists, or other health care professionals. In addition, except as expressly stated in this Services Agreement, Customer has no right to generate or transmit any information on Pharmacy’s behalf.


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11.13Amendments. Except as provided under Section 11.10, amendments, modifications, supplements, and other changes to this Services Agreement can be made only in writing executed by both Parties.

11.14Tariffs

The Parties hereto acknowledge that certain supplies utilized by Polomar in fulfillment of this agreement may be subject to the payment of import tariffs. In the event that any such tariffs increase Polomar’s costs by more than three (3) percent, then Polomar may increase the amount charged to Customer by the amount of any increase, subject to substantiation by Polomar. Notwithstanding the foregoing, regardless of any increased costs due solely to any increased tariffs, Polomar shall not raise the current prices charged to Customer for seventy-five (75) days from the effective date hereof.

12.SLA ENFORCEMENT & PENALTIES FOR DELAYED PROCESSING


12.1Service Level Agreement (SLA). As stated in Section 1(h), Polomar agrees to process and ship all valid Orders within two (2) business days of receipt. Any failure to process and ship an Order within three (3) business days shall constitute a breach of this Service Level Agreement (“SLA Breach”), unless such delay is (i) caused by force majeure as defined in Section 11.7, or (ii) the result of a product shortage previously disclosed pursuant to Section 1(k).


12.2Penalties for SLA Breach. For each SLA Breach, the following penalties shall apply, based on the number of business days from receipt of a valid Order to the time of actual shipment: Day 4: Polomar shall incur a 5% reduction in payment for the affected Order. Day 5: Polomar shall incur a 10% reduction in payment for the affected Order. Day 6 or later: Pharmacy shall incur a 15% reduction in payment for the affected Order or Customer may cancel the Order.


12.3Application of Penalties. The penalty amounts described in Section 12.2 shall be applied as a deduction from the next scheduled payment due to Polomar under this Services Agreement. Customer shall provide Pharmacy with a detailed reconciliation of all SLA Breaches and associated deductions.


12.4Recurring SLA Breaches. If SLA Breaches occur with respect to more than five percent (5%) of Orders in any calendar month, Polomar agrees to: (a) participate in a root-cause analysis call or meeting with Customer within five (5) business days of written notice; and (b) submit a written remediation plan to address the delays within ten (10) business days thereafter.


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12.5Termination for Chronic SLA Breach. If Polomar fails to maintain SLA compliance (defined as no more than 5% of Orders breached) for two (2) consecutive calendar months, Customer may terminate this Services Agreement with thirty (30) days’ written notice, notwithstanding any other provisions regarding termination.

13.Modifications and Scope Expansion

The Parties agree that additional services, compounded formulations, medications, and responsibilities may be incorporated into this Services Agreement from time to time by mutual written consent. Such additions shall be made via amendment, revised Exhibit A, or written confirmation between authorized representatives. Any new obligations shall be subject to the terms of this Services Agreement unless otherwise expressly stated.

14.Product Recalls & Safety

Pharmacy shall notify Customer in writing within twenty-four (24) hours of becoming aware of any adverse event, product defect, recall, contamination, or other condition affecting the safety, sterility, or efficacy of any compounded medication using Customer-supplied API. Pharmacy shall cooperate fully with any investigation or mitigation effort and shall maintain documentation of all lot-level activities and records to support traceability.


16.Survival

The termination or expiration of this Services Agreement shall not relieve either Party of any obligation that has accrued prior to such termination or expiration. Without limitation, the rights and obligations set forth in the following provisions shall expressly survive the termination or expiration of this Services Agreement: Sections 3 (Payment), 6 (Representations and Warranties), 7 (Confidential Information), 8 (Limitations of Liability and Indemnification), 9.2 (Dispute Resolution), 15 (Survival), and 17 (Non-Circumvention and Non-Solicitation).

17.Non-Circumvention and Non-Solicitation


Polomar agrees that, during the term of this Services Agreement and for a period of three (3) years following its termination or expiration, pharmacy, nor its officers, owners, agents, employees, or subcontractors, shall directly or indirectly engage in the following actions, except in fulfilling their respective duties under this Services Agreement or as otherwise mutually agreed to in writing:

1. Polomar<br> shall not solicit, contact, or attempt to do business with any patient, customer or referral<br> partner that was introduced to pharmacy through or in connection with this Services Agreement,<br> or that was referred by or originated from customers clients platform, marketing, or operations,<br> for the purpose of offering competing services, medications, or pharmacy fulfillment, when<br> acquired through customers or customers clients platforms. For the avoidance of doubt, any<br> patients or customers who are introduced or acquired through customers or customers client’s<br> platforms shall remain the patients or customers of the customer and shall not be considered<br> as pharmacies own or independently acquired. Specifically, any patients that come through<br> the Customer or customers client platform will remain the Customer’s patients and shall<br> not be considered as Polomar’s own or independently acquired.
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| --- | --- | | 2. | Encourage,<br> solicit, or assist any other person or entity to encourage or solicit any employee, representative,<br> consultant, or independent contractor to leave the employment or service of the customer<br> for any reason, or interfere in any other manner with such relationships. | | --- | --- | | 3. | Employ,<br> hire, retain, or assist any other person or entity to employ, hire, or retain employees or<br> independent contractors of the customer to work or provide independent consulting for any<br> other person or entity. | | --- | --- | | 4. | Solicit<br> or transact business of the type engaged in by customer with any customer, client, vendor,<br> supplier, licensor, licensee, partner, or other business affiliate of the customer with whom<br> contact was made during the term of this Services Agreement, for any reason. | | --- | --- | | 5. | Solicit,<br> induce, or incite any customer, client, vendor, supplier, licensor, licensee, partner, or<br> other business affiliate of the customer to terminate or violate its existing relationship<br> or any other agreement or arrangement with the customer, or interfere in any other manner<br> with any existing relationship or agreement between the other party and such customer, client,<br> vendor, supplier, licensor, licensee, or business affiliate. | | --- | --- |

Polomar further agrees that it shall not use any knowledge, data, processes, or infrastructure obtained through this Services Agreement to create or support a competing business model or offering those services the same market segment as Customer.

This Section shall survive termination of the Services Agreement and shall not apply to any patient or business partner that was independently acquired by Pharmacy prior to the Effective Date, as evidenced by written documentation.

18.Fulfillment Defects and Reshipment Liability


Polomar shall be fully responsible for the integrity, accuracy, and condition of all compounded medications shipped under this Services Agreement, including adherence to cold chain requirements where applicable. If any Order is incorrectly filled, mislabeled, damaged, rendered unusable due to broken vials or compromised packaging, or received outside of proper temperature control, Pharmacy shall, at its sole expense, promptly replace and reship the affected Order.

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Polomar shall also be responsible for replacing and reshipping any Order that is lost in transit, delivered to the incorrect address, or otherwise not received by the intended Patient. Pharmacy shall utilize commercially reasonable shipping and address verification protocols provided by recognized shipping carriers (e.g., USPS, UPS, FedEx) to validate addresses prior to shipment and ensure successful delivery.

Pharmacy shall not charge Customer or Patient for any replacement or reshipment due to Pharmacy error, packaging failure, temperature excursion, or carrier-related delivery issue.

All replacement shipments shall be processed and dispatched within forty-eight (48) business hours of Pharmacy’s receipt of notification from Customer or Patient.

INWITNESS WHEREOF, the Parties hereto have caused this Pharmacy Services Services Agreement to be executed by their duly authorized representatives as of the Effective Date.

CareValidate Incorporated
By: /s/ Jiten Chhabra
Name: Jiten<br> Chhabra
Title: COO<br> and Chief Medical Officer
Date: 9/26/25
Polomar Health Services, Inc.
By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
Title: CEO/President
Date: 9/23/25
Polomar Specialty Pharmacy, LLC
By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
Title: Manager
Date: 9/23/25
| *Pharmacy Services and Compounding Agreement* | 14 of 18 |

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ExhibitA

Pharmacy shall bill Customer only for services rendered, including compounding, packaging, shipping, and ancillary dispensing items.


Product Dosage Price Supply
Semaglutide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) .25mg<br> weeks 1-4 $41.00 One<br> (1) 3ml vial
Semaglutide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) .50mg<br> weeks 5-8 $44.00 One<br> (1) 3ml vial
Semaglutide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 1.0mg<br> weeks 9-12 $47.00 One<br> (1) 3ml vial
Semaglutide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 1.7mg<br> weeks 13-16 $51.00 One<br> (1) 3ml vial
Semaglutide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 2.4mg<br> thereafter $64.00 One<br> (1) 3ml vial every 28 days
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 2.5mg<br> weeks 1-4 $74.00 One<br> (1) 3ml vial
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 5.0mg<br> weeks 5-8 $78.00 One<br> (1) 3ml vial
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 7.5<br> weeks 9-12 $82.00 One<br> (1) 3ml vial
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 10mg<br> weeks 13-16 $105.00 One<br> (1) 3ml vial
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 12.5<br> weeks 17-20 $111.00 One<br> (1) 3ml vial
Tirzepatide w/ Vitamin B12 (Cyanocobalamin 1000mcg per 1 ml) 15mg<br> thereafter $118.00 One<br> (1) 3ml vial every 28 days

BundledAncillary Items and Dispensing Inclusions


All GLP-1 medication Orders dispensed under this Services Agreement shall include, at no additional cost to Customer or Patient, the following ancillary items and fulfillment components as part of the standard fulfillment package:

cold<br> pack shipping
Five<br> (5) syringes
Five<br> (5) alcohol swabs

Expansionof Scope – Additional Products and Services


The Parties acknowledge and agree that additional medications, compounded formulations, ancillary items, clinical services, or other offerings may be added to this Exhibit A from time to time by mutual written agreement. Such additions shall be evidenced by a revised or supplemental Exhibit A or by written confirmation (including electronic communications) between the Parties’ authorized representatives. Upon such agreement, any newly added items shall be deemed incorporated by reference into this Services Agreement and subject to all terms and conditions herein, unless otherwise expressly stated.

InitialCommitment


The parties acknowledge that Polomar shall utilize its commercial best efforts to increase prescription capacity for the products herein. Present daily capacity is 100 prescriptions per day. The joint plan is to grow the daily amount very rapidly based on pricing given by Polomar Health Services. The pricing given confirms the long-term partnership with the 503B upon opening on all other medications with volume.

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ExhibitB


POLOMARSTATE LICENSES


STATE License # Renewal Date Notes
Arizona Y009746 10/31/25
California Pending
Colorado OSP.007889 10/31/26
Connecticut PCN.0004233 8/31/26
Delaware A9-0013032 9/30/26
D.C. Pending
Florida PH35196/PH35277 2/28/27
Georgia PHNR002627 6/30/26
Hawaii PMP-2093-0 12/31/25
Idaho 4361779 12/31/25
Illinois 54.022818 3/31/26
Indiana 64903585A 12/31/25
Maine MO40003446 12/32/25
Maryland PO8993 11/30/25
Mississippi* 18642 12/31/25 Non-Sterile<br> Only
Montana PHA-MOP-LIC-102662 11/30/25
Nevada PH04690 10/31/26
New<br> Jersey 28RO002505500 6/30/26
New<br> Mexico PH00005753 12/31/25
New<br> York 40749 12/31/26
North<br> Carolina 15407 12/31/25
North<br> Dakota Phar2125 6/30/26
Ohio 240000407 3/31/26
Oregon Pending
Pennsylvania NP002131 8/31/26
Rhode<br> Island PHN12584 9/30/25
South<br> Carolina 22718 6/30/25
South<br> Dakota 400-2431 6/30/26
Tennessee Pending
Utah 138681-40-1708 9/30/25
Vermont 36.0134892 7/31/25
Washington A57064526 2/27/26
Wisconsin 3301-43 5/31/26
Wyoming NR-52341 6/30/26

* Requires NABP Compounding Certification


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ExhibitC


BUSINESSASSOCIATE AGREEMENT

This Business Associate Agreement (“BAA”) is entered into as of the Effective Date of the Pharmacy Services Agreement (“Underlying Agreement”) by and between CareValidate Incorporated (“Covered Entity”) and Polomar Health Services, Inc. (“Business Associate”).


1.Purpose. This BAA governs the use and disclosure of Protected Health Information (“PHI”) received, created, maintained, or transmitted by Business Associate in the course of performing services under the Underlying Agreement, in accordance with the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) and its implementing regulations.


2.Permitted Use and Disclosure. Business Associate may use or disclose PHI solely as necessary to perform its obligations under the Underlying Agreement and as permitted or required by law. Business Associate shall not use or disclose PHI in any manner inconsistent with HIPAA.


3.Safeguards. Business Associate shall implement appropriate administrative, physical, and technical safeguards to protect PHI from unauthorized use or disclosure and shall comply with the HIPAA Security Rule (45 CFR §§ 164.308, 164.310, and 164.312).


4.Reporting. Business Associate shall promptly report to Covered Entity any unauthorized use or disclosure of PHI or any security incident involving PHI, including breaches as defined under HIPAA, and shall cooperate in any required notifications.


5.Subcontractors. Business Associate shall ensure that any subcontractor or agent that receives PHI agrees in writing to comply with the same restrictions and conditions.


6.Access and Amendment. Business Associate shall make PHI available to Covered Entity for access and amendment by individuals, and for accounting of disclosures, in accordance with HIPAA requirements.


7.Termination. Upon termination of the Underlying Agreement, Business Associate shall return or securely destroy all PHI, if feasible. If return or destruction is not feasible, Business Associate shall continue to safeguard the PHI.


8.Survival. The obligations of Business Associate under this BAA shall survive termination of the Underlying Agreement for as long as Business Associate retains any PHI.


9.Incorporation. This BAA is incorporated by reference into the Pharmacy Services Agreement and is effective as of the Effective Date of that Agreement.

[Remainderof Page Intentionally Blank]

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INWITNESS WHEREOF, the Parties have executed this Business Associate Agreement as of the Effective Date of the Underlying Agreement.

CareValidate Incorporated
By: /s/ Jiten Chhabra
Name: Jiten<br> Chhabra
Title: COO<br> and Chief Medical Officer
Date: 9/26/25
Polomar Health Services, Inc.
By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
Title: President/CEO
Date: 9/23/25
Polomar Specialty Pharmacy, LLC
By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
Title: Manager
Date: 9/23/25
| *Pharmacy Services and Compounding Agreement* | 18 of 18 |

| --- | --- |

Exhibit 10.16

FIRSTAMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT


This FIRST AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT (the “First Amendment”) is dated September 17, 2025 (the “Effective Date”) by and between Polomar Health Services, Inc. (the “Borrower”) having an address at 32866 US Hwy. 19 N, 34684 and CWR 1, LLC (the “Lender”) having an address at 11420 Santa Monica Boulevard, #251961, Los Angeles, California 90025. The Borrower and Lender are collectively referred to herein as the “Parties”.

WHEREAS, the Parties entered into that certain Promissory Note and Loan Agreement dated July 21,2025, in the original principal sum of One Hundred Fifty Thousand Dollars (the “Loan Agreement”).

WHEREAS, the Parties desire to amend certain provisions of the Loan Agreement as more fully described herein.

WHEREAS, as of the date of this First Amendment, the total amount, inclusive of accrued interest and fees, due to Lender is $151,944.31.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this First Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower and Lender agree as follows:

  1. Capitalized Terms. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Loan Agreement.

  2. Additional Principal. Lender hereby agrees to increase the principal amount of the loan by One Hundred Fifty Thousand Dollars (the “Additional Principal”) to Three Hundred Thousand Dollars.

  3. Use of Proceeds. The Additional Principal shall only be utilized for the payment of costs incurred by the Borrower in connection with the manufacturing of inhalable sildenafil (“Manufacturing Costs”). Manufacturing Costs include API, excipients, manufacturing expenses incurred by Borrower at New Life Pharma, LLC (“New Life”) product testing and shipping of manufactured product to the Borrower’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC (“Polomar”) in Palm Harbor, FL. The Borrower acknowledges the receipt of $38,000, on August 29, 2025, from the Additional Principal that was paid to New Life on August 29, 2025, and $35,000, on September 12, 2025, from the Additional Principal that was paid to Ascendia Pharmaceuticals (“Ascendia”) on September 12, 2025. A final payment in the amount of $15,600 shall be due New Life upon issuance of a Certificate of Analysis and receipt by Borrower of a Certificate of Compliance from New Life. The sum of $29,400 shall be due to Ascendia within ten (10) days of a receipt of an invoice.

  4. Terms. The Additional Principal shall be subject to a three (3%) percent discount rate on each draw up to the Additional Principal amount.

  5. Repayment: The Additional Principal shall be entitled to a repayment preference (the “Preference”) as follows: a) Lender shall receive 20% of any sums received by Borrower from ForHumanity Health, Inc. between the period September 15, 2025, and October 31, 2025, to be applied toward any then outstanding Additional Principal and accrued interest thereon and b) Lender shall be entitled to receive 20% of any other gross sales receipts received by Borrower’s wholly owned subsidiary Polomar Specialty Pharmacy for the fulfillment of prescriptions for inhalable sildenafil for the period September 25, 2025, through October 31, 2025, to be applied toward any outstanding Additional Principal and accrued interest thereon. All payments shall first be applied to accrued interest and fees and then applied toward outstanding principal. All other payment terms pursuant to the Loan Agreement remain in full force and effect, including that the full outstanding balance of the Loan Agreement shall be due and payable on October 31,2025 (the “Maturity Date”).

6. Paragraph<br> 4 of the Loan Agreement shall be modified to read in its entirety:

“This Note (inclusive of all Advances made hereunder) shall bear interest on the outstanding principal amount thereof at a fixed rate as follows: (i) up to and including October 31, 2025 (the “Initial Period”), an interest rate equal to 12% per annum, simple interest and (ii) after the Initial Period, and up to and including the date on which this Note is paid in full, an interest rate equal to the prime interest rate as published, on the first day of each month thereafter, in the Wall Street Journal – Money Rates, plus 8.0% per annum, simple interest. Interest shall be calculated based on a year consisting of 365 days and the actual number of days elapsed. Any Additional Principal remaining balance outstanding after the Initial Period shall be subject to an interest rate equal to 18% per annum, simple interest.”

  1. Entire Agreement; Amendments and Waivers. This First Amendment constitutes the full and entire understanding and agreement between the parties with regards to the subjects hereof and thereof. Any term of this First Amendment may be amended, and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Borrower and the Lender. Any waiver of amendment effected in accordance with this Section shall be binding upon either party’s successors or assigns.

  2. Governing Law; Waiver of Jury Trial. This First Amendment shall be governed by and construed under the laws of the State of New York, without regard to its conflict of laws principals. EACH OF THE BORROWER AND THE LENDER HEREBY CONSENT TO THE JURISDICTION OF ANY COURTLOCATED IN NEW YORK, NEW YORK, WAIVE ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST ANY OF THEM IN SUCH FORUMAS PROVIDED ABOVE AND AGREE NOT TO ASSERT ANY DEFENSE BASED ON LACK OR JURISDICTION OR VENUE IN SUCH FORUM.

TOTHE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION,CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS FIRST AMENDMENT.

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

POLOMAR<br> HEALTH SERVICES, INC.
/s/Terrence M. Tierney
By: Terrence M. Tierney
Its: President
CWR<br> 1, LLC
/s/ Daniel Gordon
By: Daniel Gordon
Its: Manager

Exhibit10.17


FIRSTAMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT


This FIRST AMENDMENT TO PROMISSORY NOTE AND LOAN AGREEMENT (the “First Amendment”) is dated November 15, 2025 (the “Effective Date”) by and between Polomar Health Services, Inc. (the “Borrower”) having an address at 32866 US Hwy. 19 N, Pal Harbor, FL 34684 and Profesco Holdings, LLC (the “Lender”) having an address at 22 Greencroft Ave, STE 1, Staten Island, NY 10308. The Borrower and Lender are collectively referred to herein as the “Parties”.

WHEREAS, the Parties entered into that certain Promissory Note and Loan Agreement dated July 28,2025, in the original principal sum of One Hundred Thousand Dollars (the “Loan Agreement”).

WHEREAS, the Parties desire to amend certain provisions of the Loan Agreement as more fully described herein.

WHEREAS, as of the date of this First Amendment, the total amount inclusive of accrued interest due to Lender is $206,913.19.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this First Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower and Lender agree as follows:

  1. Capitalized Terms. Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Loan Agreement.

  2. Additional Principal. Lender hereby agrees to increase the principal amount by $100,000 (the “Additional Principal”) for a total Loan of Two Hundred Thousand Dollars. The Additional Principal shall be subject to a three (3%) percent origination fee on each draw up to the Additional Principal amount. The interest rate on the Additional Principal shall be fifteen (15%) percent per annum, simple interest.

  3. Repayment: The Additional Principal shall be entitled to a repayment preference (the “Preference”) as follows: a) Lender shall receive 15% of any sums received by Borrower from ForHumanity Health, Inc. between the period November 1, 2025, and December 31, 2025, to be applied toward any then outstanding Additional Principal and accrued interest thereon and b) Lender shall be entitled to receive 15% of any other gross sales receipts received by Borrower’s wholly owned subsidiary Polomar Specialty Pharmacy, LLC (the “Pharmacy”) for the fulfillment of prescriptions for inhalable sildenafil or any other prescription drug products sold by the Pharmacy the period from November 1, 2025, through December 31, 2025, to be applied toward any outstanding Additional Principal and accrued interest thereon. All outstanding principal and accrued interest shall be due and payable on or before December 31, 2025. Commencing on January 1, 2026, all unpaid principal and accrued interest shall be subject to of eighteen (18%) percent per annum, simple interest. All other payment terms pursuant to the Loan Agreement remain in full force and effect.

  4. Entire Agreement; Amendments and Waivers. This First Amendment constitutes the full and entire understanding and agreement between the parties with regards to the subjects hereof and thereof. Any term of this First Amendment may be amended, and the observance of any term may be waived (either generally or in a particular instance and either retroactively or prospectively), with the written consent of the Borrower and the Lender. Any waiver of amendment effected in accordance with this Section shall be binding upon either party’s successors or assigns.

  5. Governing Law; Waiver of Jury Trial. This First Amendment shall be governed by and construed under the laws of the State of New York, without regard to its conflict of laws principals. EACH OF THE BORROWER AND THE LENDER HEREBY CONSENT TO THE JURISDICTION OF ANY COURTLOCATED IN NEW YORK, NEW YORK, WAIVE ANY OBJECTION TO JURISDICTION AND VENUE OF ANY ACTION INSTITUTED AGAINST ANY OF THEM IN SUCH FORUMAS PROVIDED ABOVE AND AGREE NOT TO ASSERT ANY DEFENSE BASED ON LACK OR JURISDICTION OR VENUE IN SUCH FORUM.

TOTHE EXTENT EACH MAY LEGALLY DO SO, EACH PARTY HERETO HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION,CAUSE OF ACTION OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS FIRST AMENDMENT.

SignaturesAppear on Following Page

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed by their respective authorized signatories as of the date first indicated above.

POLOMAR<br> HEALTH SERVICES, INC.
/s/ Gabriel Del Virginia
By: Gabriel Del Virginia
Its: Director
/s/ David Spiegel
By: David Spiegel
Its: Director
Profesco<br> Holdings, LLC
/s/ Terrence M. Tierney
By: Terrence<br> M. Tierney
Its: Manager

Exhibit 10.18

FIRSTAMENDMENT TO AMENDED AND RESTATED PRODUCT FULFILLMENT AND

DISTRIBUTIONAGREEMENT


THIS FIRST AMENDMENT to the POLOMAR HEALTH SERVICES, INC. AMENDED AND RESTATED PRODUCT FULFILLMENT AND DISTRIBUTION AGREEMENT (the “First Amendment”) dated as of September 15, 2025, is entered into by and between ForHumanity Health, Inc., a Delaware Corporation, with a mailing address of 1041 Market Street #446, San Diego, CA 92101-7233 (“FHH”), Island 40 Group (“IG4”), a Tennessee limited liability company and Polomar Health Services, Inc., a publicly traded Nevada corporation, having a principal business address at 32866 US Hwy. 19 N., Palm Harbor, FL 34684 (“PMHS”).

WHEREAS, FHH, IG4 and PMHS entered into a certain Product Fulfillment and Distribution Agreement (the “Agreement”) effective as of March 12, 2025; and

WHEREAS, FHH, IG4 and PMHS entered into a First Amendment to the Agreement (the “First Amendment”) effective as of March 17, 2025; and

WHEREAS, all of the parties hereto have entered into and executed the Amended and Restated Product Fulfillment and Distribution Agreement (“Amended Agreement”) effective as of August 19, 2025

WHEREAS, FHH, IG4 and PMHS desire to amend the Amended Agreement to reflect certain changed conditions and the new understanding between the parties as set forth below.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

1. Paragraph<br> 10(d) of the Amended Agreement shall be amended to read in its entirety:

“FHH shall make an additional advance payment hereunder in the amount of $50,000 on or before September 30, 2025.”

Miscellaneous.

(a) This First Amendment, when executed by the parties, shall be effective as of the date first stated above. All prior understandings and agreements between FHH and PMHS are merged into, or superseded by, this First Amendment to the Amended Agreement and are incorporated in their entirety in the Amended Agreement. This First Amendment fully and completely expresses the understanding and agreement of the parties and shall not be modified or amended except by further written agreement and consent duly executed by each of the parties hereto. FHH and PMHS understand and agree that no representations of any kind whatsoever have been made to FHH and PMHS other than as appear in this First Amendment and the Amended Agreement, that FHH nor PMHS have not relied on any such representations and that no claim that it has so relied on may be made at any time and for any purpose.

(b) This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.

(c) Except as amended and/or modified by this First Amendment, the Agreement is hereby ratified and confirmed and all other terms of the Amended Agreement shall remain in full force and effect, unaltered and unchanged by this First Amendment. Whether or not specifically amended by this First Amendment, all of the terms and provisions of the Amended Agreement are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment.

IN WITNESS WHEREOF, the parties have executed this Second Amendment, effective as of the date first indicated above.

FORHUMANITY HEALTH, INC.
By: /s/ Yoshua Davis
Name: Yoshua<br> Davis
Title: Founder/President
ISLAND 40 GROUP, LLC
By: /s/ Casey Barksdale
Name: Casey<br> Barksdale
Title: President
POLOMAR HEALTH SERVICES, INC.
By: /s/ Terrence M. Tierney
Name: Terrence<br> M. Tierney
Title: President

Exhibit14.1

CODEOF ETHICS

Polomar Health Services, Inc. (“Polomar”) will conduct its business honestly and ethically wherever we operate in the world. We will constantly improve the quality of our services, products and operations and will create a reputation for honesty, fairness, respect, responsibility, integrity, trust and sound business judgment. No illegal or unethical conduct on the part of officers, directors, employees or affiliates is in the company’s best interest.

Polomar will not compromise its principles for short-term advantage. The ethical performance of this company is the sum of the ethics of the employees who work here. Thus, we are all expected to adhere to high standards of personal integrity. Officers, directors, and employees of the company must never permit their personal interests to conflict, or appear to conflict, with the interests of the company, its clients or affiliates. They must be particularly careful to avoid representing Polomar in any transaction with others with whom there is any outside business affiliation or relationship. They shall avoid using their company contacts to advance their private business or personal interests at the expense of the company, its clients or affiliates.

No bribes, kickbacks or other similar remuneration or consideration shall be given to any person or organization in order to attract or influence business activity. Officers, directors and employees shall avoid gifts, gratuities, fees, bonuses or excessive entertainment, in order to attract or influence business activity.

Officers, directors and employees of Polomar will often come into contact with, or have possession of, proprietary, confidential or business-sensitive information and must take appropriate steps to assure that such information is strictly safeguarded. This information – whether it’s on behalf of our company or any of our clients or affiliates – could include strategic business plans, operating results, marketing strategies, customer lists, personnel records, upcoming acquisitions and divestitures, new investments, and manufacturing costs, processes and methods.

Proprietary, confidential and sensitive business information about this company, other companies, individuals and entities should be treated with sensitivity and discretion and only be disseminated on a need-to-know basis.

Misuse of material inside information in connection with trading in the company’s securities can expose an individual to civil liability and penalties.

Directors, officers, and employees in possession of material information not available to the public are “insiders.” Spouses, friends, suppliers, brokers, and others outside the company who may have acquired the information directly or indirectly from a director, officer or employee are also “insiders.” This prohibits insiders from trading in, or recommending the sale or purchase of, the company’s securities, while such inside information is regarded as “material”, or if it’s important enough to influence you or any other person in the purchase or sale of securities of any company with which we do business, which could be affected by the insider information.

The following guidelines should be followed in dealing with inside information:

Until the material information has been publicly released by the company, an employee must not disclose it to anyone except those within the company whose positions require use of the information.

Employees must not buy or sell the company’s securities when they have knowledge of material information concerning the company until it has been disclosed to the public and the public has had sufficient time to absorb the information.

Officers, directors, and employees will seek to report all information accurately and honestly, and as otherwise required by applicable reporting requirements.

Officers, directors, and employees will refrain from gathering competitor intelligence by illegitimate means and refrain from acting on knowledge which has been gathered in such a manner. The officers, directors, and employees of Polomar will seek to avoid exaggerating or disparaging comparisons of the services and competence of their competitors.

Officers, directors, and employees will obey all Equal Employment Opportunity laws and act with respect and responsibility towards others in all of their dealings.

Officers, directors, and employees agree to disclose unethical, dishonest, fraudulent, and illegal behavior, or the violation of company policies and procedures, directly to management.

Violation of this Code of Ethics can result in discipline, including possible termination. The degree of discipline relates in part to whether there was a voluntary disclosure of any ethical violation and whether or not the violator cooperated in any subsequent investigation.

The<br> Board of Directors
Polomar<br> Health Services, Inc.
October<br> 11, 2024

Exhibit31.1

CERTIFICATIONPURSUANT TO

SECTION302 OF THE SARBANfES-OXLEY ACT OF 2002

I, Terrence M. Tierney, certify that:

1. I have reviewed this quarterly<br> report on Form 10-Q of Polomar Health Services, Inc.
2. Based on my knowledge,<br> this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements<br> made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this<br> report;
3. Based on my knowledge,<br> the financial statements, and other financial information included in this report, fairly present in all material respects the financial<br> condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s<br> other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in<br> Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)<br> and 15d-15(f)) for the registrant and have:
a. Designed such disclosure<br> controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material<br> information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,<br> particularly during the period in which this report is being prepared;
--- ---
b. Designed such internal<br> control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision,<br> to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for<br> external purposes in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness<br> of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness<br> of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. Disclosed in this report<br> any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent<br> fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is<br> reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s<br> other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting,<br> to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the<br> equivalent functions):
--- ---
a. All significant deficiencies<br> and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely<br> affect the registrant’s ability to record, process, summarize and report financial information; and
--- ---
b. Any fraud, whether or not<br> material, that involves management or other employees who have a significant role in the registrant’s internal control over<br> financial reporting.
Date: November<br> 25, 2025
---
/s/ Terrence M. Tierney
Terrence M. Tierney
President and Chief Executive Officer
(Principal Executive Officer)

Exhibit31.2

CERTIFICATIONPURSUANT TO

SECTION302 OF THE SARBANES-OXLEY ACT OF 2002

I, Charlie Lin, certify that:

1. I<br> have reviewed this quarterly report on Form 10-Q of Polomar Health Services, Inc.
2. Based<br> on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary<br> to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to<br> the period covered by this report.
3. Based<br> on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material<br> respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in<br> this report;
4. The<br> registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures<br> (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange<br> Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. Designed<br> such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to<br> ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others<br> within those entities, particularly during the period in which this report is being prepared.
--- ---
b. Designed<br> such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our<br> supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements<br> for external purposes in accordance with generally accepted accounting principles;
c. Evaluated<br> the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about<br> the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;<br> and
d. Disclosed<br> in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s<br> most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected,<br> or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The<br> registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial<br> reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing<br> the equivalent functions):
--- ---
a. All<br> significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are<br> reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information;<br> and
--- ---
b. Any<br> fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s<br> internal control over financial reporting.
Date:<br> November 25, 2025
---
/s/ Charlie Lin
Charlie<br> Lin
Chief<br> Financial Officer
(Principal<br> Financial and Accounting Officer)

Exhibit32.1

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Polomar Health Services, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Terrence M. Tierney, President of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.

/s/ Terrence M. Tierney
Terrence M. Tierney
President<br><br> <br>(Principal<br> Executive Officer)
November<br> 25, 2025

Exhibit32.2

CERTIFICATIONPURSUANT TO

18U.S.C. SECTION 1350,

ASADOPTED PURSUANT TO

SECTION906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Polomar Health Services, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Charlie Lin, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Sec. 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the company.

/s/ Charlie Lin
Charlie<br> Lin
Chief<br> Financial Officer<br><br> <br>(Principal<br> Financial and Accounting Officer)
November<br> 25, 2025