PMHS 10-K & 10-Q changes, risk factors and insider trading
Polomar Health Services, Inc. · OTC · Pharmaceutical Preparations · CIK 1265521 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Risk Factors
Removed heading “Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.”
Removed heading “Political uncertainty may have an adverse impact on our operating performance and results of operations.”
Removed heading “Our largest shareholder, CWR, has substantial control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’ interests.”
Largest changes
“Credit market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.”see in full comparison
“The credit markets have remained illiquid despite injections of capital by the Federal government and foreign governments, and banks and other lenders, such as equipment leasing companies, have significantly increased credit requirements and reduced the amounts available to borrowers. Companies with low credit ratings may not have access to the debt markets until liquidity improves, if at all. If current credit market conditions do not improve, we may not be able to access debt or leasing markets to finance our plant expansion plans.”see in full comparison
“Our largest shareholder, CWR, has substantial control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’ interests.”see in full comparison
“Political uncertainty may have an adverse impact on our operating performance and results of operations.”see in full comparison
“While we have recorded reserves for potential payments to various tax authorities related to uncertain tax positions, the calculation of such tax liabilities involves the application of complex tax regulations in many jurisdictions. Therefore, any dispute with a tax authority may result in payment that is significantly different from our estimates. If the payment proves to be less than the recorded reserves, the reversal of the liabilities would generally result in tax benefits being recognized in the period when we determine the liabilities to be no longer necessary. …”see in full comparison
Political, social and geopolitical conditions in the markets in which our products are expected to be sold have been and could continue to be difficult to predict, resulting in adverse effects on our business. The results of elections, referendums or other political conditions (including government shutdowns), geopolitical events and tensions, wars and other military conflicts in these markets (including wars and conflicts in Ukraine, Israel and Iran) have in the past impacted and could continue to impact how existing laws, regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programssee in full comparisonprogramsor policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs against certain countries or covering certain products or ingredients, sanctions, environmental and climate change regulations, taxes,taxes,benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or consumerconsumerperception of a particular country or its government and other matters. Such conditions have resulted in and could continue to result in exchange rate fluctuation, limitations on access to credit markets and other corporate banking services, including working capital facilities, volatility in global stock markets and global economic uncertainty and heightened risk to employee safety, any of which can adversely affect our business.
Full comparison: every changed paragraph (32)
Our
operations are subject to all of the risks inherent
in the establishment of a new business enterprise, including but not limited to
the absence of ana significant operating history, lack of fully-developed
or commercialized products and services, insufficient
capital, expected substantial and continual losses for the foreseeable future, limited
experience in dealing with regulatory issues,
lack of manufacturing and marketing experience, need to rely on third parties for the development
and commercialization of our
proposed products, a competitive environment characterized by well-established and well-capitalized competitors
and reliance on key
personnel.
Investors
are subject to all the risks incident to
the creation and development of a new businessbusiness, and each investor should be prepared to withstand
a complete loss of his, her or its investment.
Furthermore, the accompanying financial statements have been prepared assuming that we
will continue as a going concern. We have not emerged
from the development stage and may be unable to raise further equity. These factors
raise substantial doubt about our ability to continue
as a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Our
operations willhave historically and are expected to continue to consume substantial amounts of
cash. We expect that our monthly cash used by operations will continue to increase for
the next several years. Our ability to obtain additional
financing will be subject to a number of factors, including market conditions,
commercial acceptance of our products, our operating performance
and the terms of our existing indebtedness. We cannot assure you that
we will be able to raise additional funds on terms favorable to
us or at all. If we raise additional funds through the sale of equity
or convertible debt securities, the ownership percentage of then
existing stockholders will be reduced. In addition, any such transaction
may dilute the value of our common stock. We may have to issue
securities that have rights, preferences and privileges that rank senior
to those of our common stock. The terms of any additional indebtedness
may include restrictive financial and operating covenants that
would limit our ability to compete and expand. Our failure to obtain any
required future financing could materially and adversely affect
our financial condition. If we do not obtain adequate short-term working
capital and permanent financing, we would have to curtail the
roll-out of our business and services and adopt an alternative operating
model to continue as a going concern.
Broad-based business or economic disruptions could
adversely affect our
business. For example, in December 2019 an outbreak of a novel strain of coronavirus originated in Wuhan, China,
and has since spread
around the world.world To date, this outbreak has alreadyand resulted in extended shutdowns of businesses around the world,
including in the United States. WeFuture believeshutdowns theor
disruptions, and their scope and severity ofmay business shutdowns or disruptions has beenbe significant, and as we
and the third parties with whom we engage, including our suppliers
and customers and other third parties with whom we conduct business
or intend to conduct business, could experience shutdowns or other
business disruptions, our ability to conduct our business will likely be
materially and negatively impacted.
We
have accrued liabilities, including related party
short-term loans payable and other liabilities of over $500,000$625,000 as of JuneDecember 2024,31, pro forma to take into account the Acquisition.2025. We also
expect to incur additional indebtedness from time to time to fund operations, which
may come from affiliates. Our operations are not currently
able to generate sufficient cash flows to meet our payable and other liabilities,
which could reduce our financial flexibility, increase
interest expenses, and adversely impact our operations. We may not generate sufficient
cash flow from operations to enable us to repay
this indebtedness and to fund other liquidity needs, including capital expenditure requirements.
Such indebtedness could affect our operations
in several ways, including the following:
Credit market volatility and illiquidity may
affect our ability to raise capital to finance our operations, manufacturing expansion and growth.
The credit markets have remained illiquid despite
injections of capital by the Federal government and foreign governments, and banks and other lenders, such as equipment leasing companies,
have significantly increased credit requirements and reduced the amounts available to borrowers. Companies with low credit ratings may
not have access to the debt markets until liquidity improves, if at all. If current credit market conditions do not improve, we may not
be able to access debt or leasing markets to finance our plant expansion plans.
We
are and will continue to be materially dependent
on a combination of licensed patents and pending patents, trade secrets, and trademarks,
non-disclosure and non-competition agreements, and other intellectual
property protections which will enable us to maintain our
proprietary competitiveness. We may also be subject to patent litigation. Patent
litigation against us can result in significant
damage awards and injunctions that could prevent our manufacture and sale of affected
products or require us to pay significant
royalties in order to continue to manufacture or sell affected products. At any given time,
we could potentially be involved as a
plaintiff and/or as a defendant in a number of patent infringement and/or other contractual or intellectual
property related
actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the
outcome of
such litigation, we acknowledge the possibility that any such litigation could result in our payment of significant monetary damages
damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent
and proprietary rights against others, which would have a material adverse effect on the financial condition of our business and on
our our
business operations.
We
dispense compounded versions of GLP-1 agonist drugs
which include liraglutidetirzepatide and semaglutide, these drugs are marketed by Eli Lily (Monjouro
and Zepbound) and Novo Nordisk (Ozempic and Wegovy), respectively. Novo Nordisk holds
patent nos. US8129343 (expires December 2031) and
US10335462 (expires June 2033) for certain doses of semaglutide utilizing a subcutaneous
delivery route. Liraglutide is currently available
as a generic drug, and we are exploring various alternative methods of dispensing this
medication including oral, intranasal and compounded
sublingual subcutaneous injection.delivery.
Our
common stock is currently traded on the OTCOTCQB Pink
market. Because there is a limited public market for our common stock, you may not be
able to liquidate your investment when you want.
We cannot assure you that an active trading market for our common stock will ever develop.
There
is limited trading in our common stock, and
we cannot assure you that an active public market for our common stock will ever develop.
The lack of an active public trading market
means that you may not be able to sell your shares of common stock when you want, thereby
increasing your market risk. Until our common
stock is listed on a national securities exchange, which we can provide no assurance, we
expect that it will continue to be listed on
the OTC PinkOTCQB market. An investor may find it difficult to obtain accurate quotations as
to the market value of the common stock and trading
of our common stock may be extremely sporadic. For example, several days may pass
before any shares may be traded. A more active market
for our common stock may never develop. In addition, if we failed to meet the criteria
set forth in SEC regulations, various requirements
would be imposed by law on broker-dealers who sell our securities to persons other
than established customers and accredited investors.
Consequently, such regulations may deter broker-dealers from recommending or selling
the common stock, which may further affect its liquidity.
This would also make it more difficult for us to raise additional capital.
In
general, stockholders do not have preemptive rights
to any common stock issued by us in the future. Therefore, stockholders may experience
dilution of their equity investment if we issue
additional shares of common stock in the future, including shares issuable under equity
incentive plans, or ifwhich we issuehave securitiesin that
arethe form of convertible intopreferred sharesstock ofand ourother commonsecurities, stock, which weand intend to continue to do.
Our certificate of incorporation authorizes the issuance
of a maximum of
295,000,000 shares of common stock and 500,000 shares of “blank check” preferred stock. Any additional financings effected
effected by us, and any future conversion of existing indebtedness into our equity securities, or preferred stock into our common stock, may result
in the issuance of additional
securities without stockholder approval and the substantial dilution in the percentage of common stock held
by our then existing stockholders. We may further dilute the percentage of common stock held by our existing stockholders as, if and when
we consummate our planned business combination with Altanine. Moreover, the securities issued in any such transactiontransactions may be valued on
an arbitrary or non-arm’s-length basis by our management,
resulting in an additional reduction in the percentage of common stock
held by our current stockholders on an as converted, fully diluted
basis. Our board of directors has the power to issue any or all of
such authorized but unissued shares without stockholder approval. To
the extent that additional shares of common stock or other securities
convertible into or exchangeable for common stock are issued in
connection with a financing, dilution to the interests of our stockholders
will occur and the rights of the holder of common stock might
be materially and adversely affected.
As
of October 11, 2024, we issued an aggregate of
approximately 207,414,147 shares of our common stock pursuant to the Merger
Agreement, pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, or the Securities
Act, and such shares are also “restricted securities”
as defined in Rule 144. All of these restricted securities may now
be publicly resold under Rule 144 beginning one year following the date
of the filing of this Report with the SEC,t, subject to the
limitations and exceptions described in Rule 144.
On
November 1, 2024, we effected a 1 for 10 reverse stock split reducing the number of issued and outstanding shares
of the Company’s
common stock to 27,655,560. Approximately 720,754 of these shares are freely tradable without restriction by stockholders
who are not our affiliates.
On September 15, 2025, the Company filed a registration statement Form S-1 with the SEC seeking to register approximately 7,710,719 shares of the Company’s common stock, which was effective on December 15, 2025. Approximately 5,858,451 of the shares registered for resale under such registration statement are held by non-affiliates of the Company. The Company has approximately 8.5 million free trading shares outstanding as of the date of this filing.
The
Company also intendsexpects to file one or moreadditional registration
statements on Form S-1 registering for resale shares held by certain existing stockholders
of the Company, which may be affiliates of
the Company. Shares registered under these registration statements on Form S-1 will be available
for sale in the public market. The Company may also register for resale a portion of the shares that it may issue pursuant to its planned business
combination with Altanine, which may be significant.
Our
common stock is entitled to one vote per share
on all matters submitted to a vote of the stockholders, including the election of
directors. directors.Our preferred stockholders CWR 1, LLC and Reprise Management, Inc. are entitled to a 9/10 per underlying common share
voting right, therefore our preferred stockholders are entitled to vote 1,687,500 common shares. CWR and Reprise are affiliates of
Dan Gordon. The total voting power outstanding in the
Company is approximately 27,657,65929,707,124 votes. CWR and Daniel Gordon thus has
power over approximately 14.414.7 million of the 27,657,65929,797,124 total
votes, or approximately 42%49% of the total votes.
Political,
social and geopolitical
conditions in the markets in which our products are expected to be sold have been and could continue to be
difficult to predict, resulting
in adverse effects on our business. The results of elections, referendums or other political
conditions (including government shutdowns),
geopolitical events and tensions, wars and other military conflicts in these markets
(including wars and conflicts in Ukraine, Israel and Iran) have in the past impacted and could continue to impact
how existing laws,
regulations and government programs or policies are implemented or result in uncertainty as to how such laws, regulations, programs
programs or policies may change, including with respect to the negotiation of new trade agreements, new, expanded or retaliatory tariffs
against certain countries or covering certain products or ingredients, sanctions, environmental and climate change regulations,
taxes, taxes,
benefit programs, the movement of goods, services and people between countries, relationships between countries, customer or
consumer consumer
perception of a particular country or its government and other matters. Such conditions have resulted in and could continue
to result
in exchange rate fluctuation, limitations on access to credit markets and other corporate banking services, including
working capital
facilities, volatility in global stock markets and global economic uncertainty and heightened risk to employee
safety, any of which can
adversely affect our business.
Political uncertainty
may have an adverse impact on our operating performance and results of operations.
General political uncertainty
may have an adverse impact on our operating performance and results of operations. In particular, the U.S. continues to experience significant
political events that cast uncertainty on global financial and economic markets, especially following the recent presidential election.
It is presently unclear as to all of the actions the second Trump administration in the U.S. will implement, and if implemented, how these
actions may impact us or how we operate in the U.S., particularly any changes in personnel or processes or procedures at the FDA. Any
actions taken by the Trump administration, including the many recent executive orders, may have a negative impact on the U.S. economy
in general and on our business, financial condition, and results of operations in particular.
As
a healthcare services
company company, we are subject to the provisions of the Healthcare Insurance Portability and Accountability Act of 1996
to protect and safeguard
the personal health information (“PHI”) of patients for whom we provide services. We use information
technology, digital communications
and other computer resources to carry out important operational activities (prescription fulfillment,
secure PHI disclosures to healthcare
providers) and to maintain our business records. We rely on third-party providers to store and secure
sensitive data on our behalf, and
we have not implemented internal systems and processes to address ongoing and evolving cybersecurity
risks. We depend on various partners
and service providers, and our software partners, to secure PHI, personal identifiable and confidential
information. However, cyberattacks
or other security breaches may remain undetected over an extended period of time and may not be addressed
in a timely manner to minimize
the impact, which could result in substantial costs. Many of our information technology and other computer
resources are provided to us
and/or maintained on our behalf by third-party service providers pursuant to agreements that specify to
varying degrees certain security
and service level standards. We also rely upon our third-party service providers to maintain effective
cybersecurity measures to keep
our information secure and to carry cyber insurance. Although we and our service providers employ what
we believe are adequate security,
disaster recovery and other preventative and corrective measures, our security measures, taken as a
whole, may not be sufficient for all
possible situations and may be vulnerable to, among other things, hacking, employee error, system
error and faulty password management.
Changing
laws, regulations and standards relating
to corporate governance and public disclosure, including the Sarbanes-Oxleycan Act of 2002 and new SEC regulations, are creatingcreate uncertainty for
for companies such as ours. These new or changed laws, regulations and standards are subject to varying interpretations in many cases
due to their lack of specificity, and as a result, their application in practice may evolve over time as new guidance is provided by
regulatory regulatory
and governing bodies, which could result in continuing uncertainty regarding compliance matters and higher costs
necessitated by ongoing
revisions to disclosure and governance practices. We are committed to maintaining high standards of
corporate governance and public disclosure.
As a result, we intend to invest resources to comply with evolving laws, regulations and
standards, standards,as funds permit, and this investment may result in
increased general and administrative expenses and a diversion of
management time and attention from revenue-generating activities to compliance
activities. If our efforts to comply with new or
changed laws, regulations and standards differ from the activities intended by regulatory
or governing bodies due to ambiguities
related to practice, our reputation may be harmed.
The
U.S. Foreign Corrupt Practices Act, the U.K. Bribery
Act and similar anti-bribery laws in other jurisdictions generally prohibit companies
and their intermediaries from making improper payments
for the purpose of obtaining or retaining business. Recent years have seen a substantial
increase in anti-bribery law enforcement activity
with more frequent and aggressive investigations and enforcement proceedings by both
the Department of Justice and the SEC, increased
enforcement activity by non-U.S. regulators and increases in criminal and civil proceedings
brought against companies and individuals.
The Company’s policies mandate compliance with all anti-bribery laws. However, the Company operates in certain countries that are
recognized as having governmental and commercial corruption. The Company’s internal control
policies and procedures may not always
protect it from reckless or criminal acts committed by employees or third-party intermediaries.
Violations of these anti-bribery laws
may result in criminal or civil sanctions, which could have a material adverse effect on the Company
and its financial condition and results
of operations.
We are further subject to ongoing tax audits in the
various jurisdictions in which we operate. We regularly assess the likely outcomes of these audits in order to determine the appropriateness
of our tax provisions. However, there can be no assurance that we will accurately predict the outcomes of these audits, which could have
a material impact on the business, financial condition, results of operations, and cash flows.
While we have recorded reserves for potential payments
to various tax authorities related to uncertain tax positions, the calculation of such tax liabilities involves the application of complex
tax regulations in many jurisdictions. Therefore, any dispute with a tax authority may result in payment that is significantly different
from our estimates. If the payment proves to be less than the recorded reserves, the reversal of the liabilities would generally result
in tax benefits being recognized in the period when we determine the liabilities to be no longer necessary. Conversely, if the payment
proves to be more than the reserves, we could incur additional charges, and these could have a materially adverse effect on the business,
financial condition, results of operations, and cash flows.
Our largest shareholder, CWR, has substantial
control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’
interests.
CWR, our largest shareholder, owns approximately 18%
of the outstanding shares of Company’s common stock. Daniel Gordon an affiliate of CWR, directly and indirectly, owns or controls
approximately 24% of the outstanding shares of the the Company’s common stock Our common stock is entitled to one vote per share
on all matters submitted to a vote of the stockholders, including the election of directors. Each share of Series A Preferred Stock is
entitled to vote together with the holders of our common stock on all matters submitted to shareholders at a rate of 20 votes, including
the election of directors. The total voting power outstanding in the company is approximately 27,657,659 votes, including 27,657,679 common
shares outstanding with one vote per share, and -0- shares of Series A Preferred Stock with 20 votes per share. CWR and Daniel Gordon
thus has power over approximately 14.4 million of the 27,657,659 total votes, or approximately 42% of the total votes.
By virtue of its ownership of common stock, CWR is
therefore able to exercise significant influence over all matters requiring approval by our stockholders, including the election of directors,
the approval of significant corporate transactions, and any change of control of our company. It could prevent transactions, which would
be in the best interests of the other shareholders. CWR’s interests may not necessarily be in the best interests of the shareholders
in general.
Our progress is expected to require the full utilization
of our management, financial and other resources. Our ability to manage growth effectively will depend on our ability to improve and expand
operations, including our financial and management information systems, and to recruit, train and manage personnel. There can be no absolute
assurance that management will be able to manage growth effectively.
If we do not properly manage the growth of our business,
we may experience significant strains on our management and operations and disruptions in our business. Various risks arise when companies
and industries grow quickly. If our business or industry grows too quickly, our ability to meet customer demand in a timely and efficient
manner could be challenged. We may also experience development delays as we seek to meet increased demand for our services and platform.
Our failure to properly manage the growth that we or our industry might experience could negatively impact our ability to execute on our
operating plan and, accordingly, could have an adverse impact on our business, our cash flow and results of operations, and our reputation
with our current or potential customers.
We believe there are meaningful opportunities to grow through acquisitions and joint ventures across all service categories, and we expect to continue a strategy of selectively identifying and acquiring businesses with complementary services. For instance, we have entered into an agreement to combine with Altanine, which remains subject to the satisfaction or waiver of certain closing conditions, and which we expect to close in the second quarter of 2026. We may be unable to identify, negotiate, and complete suitable acquisition opportunities on reasonable terms. There can be no assurance that any business acquired by us will be successfully integrated with our operations or prove to be profitable to us. We may incur future liabilities related to acquisitions. Should any of the following problems, or others, occur as a result of our acquisition strategy, the impact could be material:
Management's Discussion & Analysis (MD&A)
New heading “Intellectual Property”
New heading “Profesco Holdings Note”
Largest changes
“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. …”see in full comparison
“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. …”see in full comparison
“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). …”see in full comparison
“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. …”see in full comparison
“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 is not engaged in development of Internal-Use Software and does not presently anticipate doing so.”see in full comparison
Full comparison: every changed paragraph (58)
WeThe operateCompany operates Polomar Specialty Pharmacy, LLC, a State
of Florida
licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196.PH35196 (“Polomar Pharmacy”). Polomar
Pharmacy Specialty Pharmacy
is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense
injectable injectable
and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. The compounding facility
operates 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 physicians.healthcare As
aprofessionals result,including thephysician assistants and nurse practitioners. The Company is presently
licensed and authorized to fulfill and deliver compounded prescribed medications in 28 states. Polomar Pharmacy is alsoactively actively
seeking approval licenses
and authorization in other states and expects to be able to provide prescription medications in a majority ofadditional U.S. states
by the end of 2025.the
second Polomarquarter alsoof anticipates applying for a drug export permit in early 2025.2026.
Prior to the September 30, 2024 merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar Pharmacy 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, 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 have received and expect to continue to receive revenue 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 as of the fourth quarter of 2025, 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™ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in the second quarter of 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™ and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin gummy formulation. 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. On October 24, 2025, the Company filed a response with the USPTO amending its description of goods and changing its intent to use. The Company amended its trademark application and the USPTO issued a Notice of Publication for the SlimRx trademark on December 17, 2025, on February 17, 2026, the USPTO issued a Notice of Allowance of the SlimRx trademark (See Note 8 – Subsequent Events).
The Company also owns SlimRxTM (www.slimrx.com),
a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide
compounded with vitamin B-12 and/or metformin (VitaSlimTM and VitaSlim PlusTM). SlimRx filed an application for
statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by Polomar. The Company also expects
to launch PoloMedsTM (polomeds.com) during the second quarter of 2025 to fulfill prescriptions for diabetes medications including
metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications inhalable sildenafil and Polomar’s
prescription only, 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.
An
integral part of the Company’s business model
is to provide prescription fulfillment services forto third party web based tele-health
platforms. 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.months as the Company adds additional customers and fulfillment capacity.
Competition
The Company faces strong competition in the on-line prescription fulfillment marketplace, particularly for GLP-1 agonist weight loss drugs and erectile dysfunction formulations as industry leaders Hims/Hers and Ro currently control a significant market share for these drugs. Hims/Hers and Ro currently dispense their GLP-1 drugs (semaglutide and tirzepatide) via traditional drug vials and use of a syringe requiring the patient to manually fill the syringe with the drug prior to injection. We believe our pre-filled injection pen system will provide an easier, better, and more comfortable user experience thereby providing us a potential marketing advantage.
Eli Lily and Company, the manufacturer of Mounjaro and Zepbound (Tirzepatide) competes directly with us through Lilly Direct, an online platform that delivers prescribed medications directly to the patient. Based on publicly available information, we believe that where both Mounjaro and Zepbound can cost more than $1,100 per month when fulfilled by a traditional pharmacy, as of August 27, 2025, Lilly Direct is offering Zepbound directly to the customer at between $399 and $549 (depending on dose prescribed) per month, a significant discount over local pharmacies. This discounted medication is delivered to the patient by Lilly Direct in single use vials with a syringe instead of an injector pen. This requires the patient to manually measure and fill the syringe prior to injection. We expect that our pre-filled injection pens will be a more attractive delivery system for most patients, and we will be competitive on pricing.
We believe that both Hims/Hers and Ro currently sub-contract their prescription fulfillment to other licensed compounding pharmacies as neither owns their own pharmacy. Hims/Hers and Ro are also active in promoting hair loss treatment and the treatment of dermatological conditions. While both Hims/Hers and Ro presently have a significant marketing advantage over us, we believe that our integrated platform delivering telemedicine to patients and directly fulfilling prescription may provide an advantage and is likely to provide better margins on the products we sell.
Our direct competition is limited. Levity Healthcare, Inc., launched in 2023, and their related company ZipHealth, Inc. (Florida licensed pharmacy), has been in operation since 2019, providing similar compounding services as we do, utilizing their own provider group, offering weight loss drugs and consultation through JoinLevity.com and prescribes other drugs at ziphealth.co. ZipHealth is presently licensed in 25 states and has publicly announced that they expect to continue expanding. ZipHealth, like the Company, does not currently accept insurance, but plans to do so in the future. We believe our competitive advantage over Levity/ZipHealth is the user experience. Like other competitions offering injectable drugs, Levity delivers the medication in a sterile bottle with syringes for the consumer to manually fill just prior to injection. We believe our pre-filled injector pen system will be more attractive to the consumer of our products.
Manufacturing
The Company manufactures all sterile compounded injectable drugs at Polomar Pharmacy in Palm Harbor, FL pursuant to a State of Florida Special Sterile Compounding Pharmacy permit #PH35277. Other compounded non-sterile drugs, inhaled sildenafil and sublingual sildenafil are sourced from FDA approved, cGMP, 503B outsourcing facilities or contract drug manufacturers.
Regulatory
Polomar Pharmacy operates pursuant to the guidelines established pursuant to Section 503A – Pharmacy Compounding of the Food, Drug and Cosmetics Act (21 U.S.C. Chapter 9). Section 503A provides guidance to compounding pharmacies but does not establish legally enforceable responsibilities. Regulation of the compounding pharmacy is provided by the state in which the pharmacy is physically located. Polomar Pharmacy is governed and licensed by the Florida Board of Pharmacy (“Pharmacy Board”) as a Community Pharmacy pursuant to Fla. Stat., Chapter 465.018. Polomar Pharmacy holds sterile (#PH35277) and non-sterile (# PH35196) permits issued by the Florida Board of Pharmacy. Polomar Pharmacy is subject to semi-annual onsite equipment inspections by inspectors designated by the Pharmacy Board and bi-annual inspections by the Pharmacy Board to maintain the special sterile permit. Additionally, Polomar Pharmacy is subject to the respective requirements of the non-resident compound pharmacy regulations in the 25 other states in which Polomar Pharmacy is licensed to fulfill sterile prescriptions.
Intellectual Property
The Company’s intangible intellectual property includes rights acquired to manufacture and distribute inhaled sildenafil and other inhaled drug formulations, metformin gummies and oral GLP-1 agonists pursuant to a certain license between the Company and Pinata, Inc. as more fully described herein below.
Company Loans
Reprise Note
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. As of June 30, 2025, the outstanding principal amount of the Reprise Note was $808,875.30 plus accrued interest of $88,674.44. Also, 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. Reprise owns or controls approximately 7% of the Company and 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. As of December 31, 2025, the Reprise Note had a total balance, inclusive of accrued interest, of $635,869.81.
CWR 1 Notes
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. As of June 30, 2025, the outstanding principal amount of the CWR Note was $450,000, inclusive of all accrued interest. 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.
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 per the terms of the CWR Note II. The Company is required to 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 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 December 31, 2025, the CWR Note II had an outstanding principal balance, including accrued interest of $62,539.37.
CWR owns or controls approximately 22% of the issued and outstanding shares of the Common Stock of the Company as of March 31, 2026. Daniel Gordon, CWR’s manager, controls or beneficially owns approximately 27% of the issued and outstanding Common Stock of the Company; therefore, Mr. Gordon has voting control over approximately 49% of the issued and outstanding shares of the Company’s Common Stock.
Profesco Holdings Note
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:
On November17, 2025, the Company and Profesco Holdings executed an amendment to the Profesco Note (the “Profesco First Amendment”). The Profesco First Amendment increases 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% discount per draw. All other material terms of the Profesco Note remain unchanged.
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 December 31, 2025, the Profesco Note had an outstanding principal balance of $191,144.31, plus accrued interest of $9,106.63.
The
Company had revenues of $648,231 for the fiscal year ended December 31, 2026, as compared with $58,824 in revenue for the fiscal
year ended December 31, 2024, as compared with $41,844 in revenue for the fiscal year ended December 31, 2023.2025. The revenue in 20232025 was
from pharmacy operations.operations and guaranteed contractual payments. The Company does
not expect to have significant revenues and recurring revenues until it is able to raise capital to increase the distribution and
and demand for our database and services. If the Company is able to obtain funding, it plans to engage in partnerships with larger marketing agencies
agencies and influencers to create attention to the Company’s prescription fulfillment platform.
Operating expenses increased to $11,161,203 for the fiscal year ended December 31, 2025, from $1,330,399 for the fiscal year ended December 31, 2025. Our operating expenses for the fiscal year ended December 31, 2025, consisted mainly of accelerated amortization of $9,735,375, payroll in the amount of $465,914, legal, SEC filing fees and accounting fees of $212,514, incurred in connection with the pending merger with Altanine, COGS of 188,132, consulting fees of $185,414, and pharmacy operations of $172,074. In comparison, our operating expenses for the fiscal year ended December 31, 2024, consisted mainly of payroll in the amount of $380,476, legal and accounting fees of $198,878, and consulting fees of $130,399.
Operating expenses increased to $1,330,399 for the
fiscal year ended December 31, 2024, from $478,382 for the fiscal year ended December 31, 2023. Our operating expenses for the fiscal
year ended December 31, 2024, consisted mainly of payroll in the amount of $380,476, legal and accounting fees of $198,878 incurred in
connection with the merger and associated SEC filings, and consulting fees of $130,399. In comparison, our operating expenses for the
fiscal year ended December 31, 2023, consisted mainly of consulting fees of $120,334, programming fees of $87,361, and professional fees
of $67,082.
We
had other expenses of $41,837
for the fiscal year ended December 31, 2024, as compared with other expenses of $147,165$150,841 for the fiscal year ended December 31, 2023.2025, as compared with other expenses of $41,837 for the fiscal
year ended December 31, 2024. Our other expenses for the fiscal year ended December 31, 2025, consisted of interest expense of $150,841.
Our other expenses for the fiscal year ended December 31, 2024, consisted of interest expense of $41,847. Our other expenses forin the fiscal
year ended December 31, 2023, consistedamount of forgiveness of receivable – related party of $146,617.$41,837.
We recorded a net loss of $10,701,105 for the fiscal year ended December 31, 2025, as compared with a net loss of $1,341,333 for the fiscal year ended December 31, 2024.
We recorded a net loss of $1,341,333 for the fiscal
year ended December 31, 2024, as compared with a net loss of $587,997 for the fiscal year ended December 31, 2023.
As
of December 31, 2024,2025, we had total current assets
of approximately $76,813$355,096 and total current liabilities of $1,337,778.$1,600,110. We had a working
capital deficit of $1,245,014, as compared to working capital deficit of $1,260,965, as compared to working
capital of $90,188$1,260,965 as of December 31, 2023.2024.
Over
the next twelve months management plans to raise
additional capital and to invest its working capital resources in sales and marketingadditional
equipment in order to increase themanufacturing capacity and additional sales and marketing initiatives to increase distribution and
demand demand
for its platform database.products. However, there is no guarantee the Company will generate sufficient revenues or raise capital to
continue operations.
If the Company fails to generate sufficient revenue and obtain additional capital to continue at its expected
level of operations, the
Company may be forced to scale back or discontinue its sales and marketing efforts. The consolidated
financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as a going
concern.
We currently do not have sufficient cash to fund our
operations for the
next 12 months and we will require working capital for salesequipment and marketing in order to increase the distributionmanufacturing and distribution
demandcapacity for our database and marketing of our platform,products, and to pay for ongoing operating expenses. We anticipate adding consultants for
technology development and the corresponding operations of the Company, but this will not occur prior to obtaining additional capital.
Management is currently in the process of looking for additional
investors. Currently, loans from banks or other 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 restrictednewly commondesignated
series of preferred stock. As of December 31, 2024,2025, we have an accumulated deficit of
$2,911,163. $13,612,268.
Recent accounting pronouncements issued by the Financial Accounting Standards Board, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the SEC, did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statement presentation or disclosures.
In November 2024, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2024-03, Disaggregation of Income Statement Expenses, and in January 2025, the FASB issued ASU 2025-01, Clarifying the Effective Date (“ASU 2025-01”). The amendments are intended to enhance disclosures regarding an entity’s costs and expenses by requiring additional disaggregated information disclosures about certain income statement expense line items. The amendments, as clarified by ASU 2025-01, are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, for public business entities only. Early adoption is permitted. The Company is currently evaluating the effect of this pronouncement on its disclosures.
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. The Company is currently evaluating the effect of this pronouncement on its disclosures.
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. The Company is currently evaluating the effect of this pronouncement on its disclosures.
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 is not engaged in development of Internal-Use Software and does not presently anticipate doing so.
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 does not presently engage in derivative accounting and does not anticipate doing so.
In November of 2025, the FASB issued ASU 2025-08, Financial Instruments-Credit Losses (Topic 326), Purchased Loans. This ASU expands the population of acquired financial assets subject to the gross-up approach in Topic 326. Specifically, loans (other than credit cards) acquired without credit deterioration and deemed seasoned are purchase seasoned loans and accounted for using the gross-up approach at acquisition. The Company had not engaged in any purchased loan transactions and does not presently anticipate doing so.
In November of 2025, the FASB issued ASU 2025-09, Derivatives and Hedging (Topic 815), Hedge Accounting Improvements. This ASU was issued to clarify certain aspects of the guidance on hedge accounting and to address several incremental hedge accounting issues arising from the global reference rate reform initiative. The Company does not presently engage in Hedge Accounting and does not anticipate doing so.
In December of 2025, the FASB issued ASU 2025-10, Government Grants (Topic 842), Accounting for Government Grants Received by Business Entities. This ASU amends ASC 832 to include guidance on the recognition, measurement, and presentation of government grants, leveraging the principles in IAS 20. Given the similarities between the guidance in ASU 2025-10 and IAS 20, adoption of ASU 2025-10 by companies currently applying IAS 20. The Company has not sought or received any Government Grants but may due so in the future and is therefore the effect of this pronouncement on its disclosures.
In December of 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270), Narrow-Scope Improvements. This ASU consolidates required interim disclosures into a single, accessible list within ASC 270. The Company is currently evaluating the effect of this pronouncement on its disclosures.
In December of 2025, the FASB issued ASU 2025-12, Codification Improvements. This ASU addresses issues to refine U.S. GAAP, including clarifying diluted EPS calculations during losses, refining derivative scope, correcting technical errors in financial statement descriptions, and amending share-based consideration payable to customers, diluted EPS and lease receivables. The Company is currently evaluating the effect of this pronouncement on its disclosures.
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.
What changed in the latest 10-Q
Risk Factors
See risk factors included in our Annual Report on Form 10-K filed on May 22, 2026.
No wording changes found in this section (only numbers or dates changed in 1 paragraph).
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Merger Agreement”
New heading “Corporate Governance”
New heading “Officer Appointments”
New heading “Equity Incentive Plan”
New heading “Results of Operations for the Three Months ended June 30, 2026, and June 30, 2025”
New heading “Cost of Goods Sold and Gross Profit”
New heading “General and Administrative Expenses”
New heading “Sales and Marketing Expenses”
New heading “Six Months Ended June 30, 2026 Compared with Six Months Ended June 30, 2025”
New heading “Cost of Goods Sold and Gross Profit”
New heading “General and Administrative Expenses”
New heading “Sales and Marketing Expenses”
New heading “Smaller Reporting Company”
New heading “Related Party Transactions”
Removed heading “Corporate History and Capital Structure”
Removed heading “Pinata (Altanine) License Agreement”
Removed heading “License Agreement Valuation”
Removed heading “FORHumanity Agreement”
Removed heading “Altanine Merger Agreement”
Removed heading “Employment Agreement”
Removed heading “CareValidate Agreement”
Removed heading “Profesco Holdings Note”
Removed heading “Results of Operations for the Three Months ended March 31, 2026, and March 31 2025”
Largest changes
“We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, which allows us to take advantage of certain exemptions from disclosure requirements including exemption from compliance with the auditor attestation requirements of Section 404. …”see in full comparison
“Under ASC 205-40, Presentation of Financial Statements: Going Concern, the Company is required to evaluate at each annual and interim reporting period whether there are conditions or events, considered in the aggregate, that raise substantial doubt about our ability to continue as a going concern, and, if substantial doubt is raised, whether our plans to mitigate those conditions, when considered in the aggregate, alleviate that doubt.”see in full comparison
“The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business, and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.”see in full comparison
“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. …”see in full comparison
“Results of Operations for the Three Months ended March 31, 2026, and March 31 2025”see in full comparison
“Results of Operations for the Three Months ended June 30, 2026, and June 30, 2025”see in full comparison
Full comparison: every changed paragraph (135)
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, 2025, in each case
case under “Risk Factors,” and readers should not place undue reliance on our forward-looking statements. ForwardForward-looking lookingstatements
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.
The Company Polomar Specialty Pharmacy, LLC, a Florida-licensed compounding pharmacy that provides both sterile and non-sterile compounded prescription medications and is currently authorized to serve patients in 28 states. Management’s strategic focus is to expand the pharmacy’s geographic reach and capitalize on growing demand for compounded GLP-1 weight-loss therapies and other specialized medications.
Since acquiring Polomar Pharmacy in September 2024, the Company has transitioned from a predominantly local dermatology-focused pharmacy to a national prescription fulfillment platform. This transformation has included obtaining sterile compounding capabilities, building relationships with telehealth providers, and expanding prescription fulfillment services for compounded GLP-1 medications. A key milestone was the execution of a pharmacy services agreement with CareValidate in 2025, which began generating revenue through prescription fulfillment for telehealth patients.
The Company continues to face operational and financial challenges associated with this transition, including increased compensation, and infrastructure costs, investments in regulatory compliance and product development, and the need for additional capital to support growth. While prior supply chain issues have largely been resolved, management remains focused on achieving greater operating scale and improving financial performance.
The Company also plans to launch SlimRx™, a telehealth platform focused on weight-loss treatment during the third quarter of 2026. SlimRx is expected to connect patients with licensed healthcare providers and generate prescription volume that will be fulfilled by Polomar Pharmacy, creating an integrated patient acquisition and fulfillment model.
Looking forward, management believes that growth will be driven by expanding pharmacy fulfillment services for telehealth providers, increasing prescription volumes through the SlimRx platform, obtaining additional state licenses, and adding new business-to-business customers. The Company’s ability to execute these initiatives and secure sufficient capital resources will be critical to achieving its long-term growth objectives.
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 28 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 during the third quarter of 2026.
Prior
to the September 30, 2024, merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar Pharmacy
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, 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 have received and expect to continue to receive revenue 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 and excipients, which have been satisfactorily resolved as of the fourth quarter of 2025,
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™ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch in
the third quarter of 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications such as
semaglutide and tirzepatide compounded with vitamin B-6 and other complementary compounded weight loss formulations (VitaSlim™
and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin gummy formulation. 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. On October 24, 2025, the Company filed a response with the USPTO amending its description of goods
and changing its intent to use. The Company amended its trademark application and the USPTO issued a Notice of Publication for the SlimRx
trademark on December 17, 2025, on February 17, 2026, the USPTO issued a Notice of Allowance of the SlimRx trademark. Any prescriptions
issued via SlimRx will be compounded and fulfilled by Polomar Pharmacy.
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.
Corporate
History 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.
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.
Polomar
Merger
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.
Pinata
(Altanine) License Agreement
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 Specialty 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.
License
Agreement Valuation
The
Company believes that the IP rights, licensed to it by the License Agreement, 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. The Company has elected to accelerate the amortization of our intangible assets
and have reduced the carry value to zero as more fully set forth below.
We
have experienced significant delays in bringing the licensed products to market including delays in sourcing active pharmaceutical ingredients,
particularly eletriptan, manufacturing, completing required stability and sterility testing, and delays in conducting and completing
clinical trials. As a result of these delays the launch date for our inhaled sildenafil product has been pushed back to late Q2 2026,
with our metformin gummy expected in late Q3 2026 and inhaled eletriptan in early Q4 2026. Additionally, our marketing partner, ForHumanity
Health, Inc. (“FHH”) has expressed concerns regarding efficacy of the inhaled sildenafil product and has elected not to pursue
an agreement to market the metformin gummy, additionally as of the date of this filing FHH has advised the Company of their intent to
terminate and rescind the Product Fulfillment and Distribution Agreement in effect between the parties (See Note 6 – Subsequent
Events). While we seek to market and distribute the inhaled sildenafil and metformin gummies with our other telehealth partners, we cannot
guarantee that we will be able to timely and successfully implement our sales and distribution strategies, as a result of these uncertainties
and other market conditions we have elected to accelerate the amortization of our intangible assets.
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, and December 8, 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, marketed as VigorAir™. (While sildenafil and eletriptan have been approved by the FDA
for prescription use in an oral form and both medications are generally regarded as safe, the FDA has not approved our inhalable compounded
formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced
medications through Polomar Specialty Pharmacy. IG4 provides account management services on behalf of Polomar.
The
ForHumanity Agreement incorporates the following material terms:
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 “Altanine 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. On May 11, 2026, the Company and Altanine agreed to waive certain conditions to closing required by the Altanine Merger
Agreement (See Note 6 – Subsequent Events).
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 March 31, 2026,
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”.
On
May 12, 2026, the Company and Mr. Tierney executed the First Amendment to the Executive Employment Agreement dated September 15, 2025
(See Note 6 – Subsequent Events).
CareValidate
Agreement
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. CareValidate
is Polomar’s primary customer.
Company
Loans
Reprise
Note
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. As of June 30, 2025, the outstanding principal amount of the Reprise Note was $808,875.30 plus accrued interest of $88,674.44.
Also, 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. Reprise owns or controls
approximately 7% of the Company and 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. As of March 31, 2026, the Reprise Note
had a total balance, inclusive of accrued interest, of $652,584.
CWR
1 Notes
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. As of June 30, 2025, the outstanding principal amount of the
CWR Note was $450,000, inclusive of all accrued interest. 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.
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 per the terms of the CWR Note II. The Company is required to 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 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 March 31, 2026, the CWR Note II had an outstanding balance, including accrued interest of $0.
CWR
owns or controls approximately 22% of the issued and outstanding shares of the Common Stock of the Company as of March 31, 2026. Daniel
Gordon, CWR’s manager, controls or beneficially owns approximately 27% of the issued and outstanding Common Stock of the Company;
therefore, Mr. Gordon has voting control over approximately 49% of the issued and outstanding shares of the Company’s Common Stock.
PMHS insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 0 Form 4 filings and open-market sales in 0 filings. Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
No Form 4 stock transactions in this period.
Well-known investors holding PMHS (13F)
None of the 59 investors we track reported a position in their latest 13F.