false
0001265521
0001265521
2026-06-15
2026-06-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): June 15, 2026 (June 12, 2026)
Polomar
Health Services, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
000-56555 |
|
86-1006313 |
| (State or other jurisdiction |
|
(Commission |
|
(I.R.S. Employer |
| of incorporation) |
|
File Number) |
|
Identification No.) |
| 32866 US Hwy.
19 N, Palm Harbor, FL |
|
34684 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: 727-425-7575
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act: none
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.02 Termination of a Material Definitive Agreement.
Altanine
Merger Agreement
Polomar
Health Services, Inc., a Nevada corporation (the “Company”) and Altanine, Inc., a Nevada corporation (“Altanine”)
and Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger Sub”), entered into
that certain Agreement and Plan of Merger dated as of July 23, 2025 (the “Altanine Merger Agreement”), providing for the
merger of Merger Sub with and into Altanine, with Altanine surviving as a wholly owned subsidiary of the Company (the “Contemplated
Merger”). Each entity to the agreement is a Party and collectively referred to herein as the Parties.
The Parties entered into that
certain First Amendment to the Agreement and Plan of Merger dated as of October 8, 2025 (the “First Amendment”), which
amended the Altanine Merger Agreement (the “Amended Altanine Merger
Agreement”) to change the Preferred Exchange Ratio. The Parties further sought to
amend the Amended Altanine Merger Agreement and waive certain of the conditions to closing of the merger (the “Second
Amendment”), however, the Second Amendment was never ratified, adopted or executed by the Parties and therefore is of no force
or effect.
The
Parties have mutually agreed that the merger is no longer in the best interests of the respective corporations and their shareholders,
and the Amended Altanine Merger Agreement has been terminated in its entirety as of June 12, 2026, pursuant to a duly executed Termination
Agreement and Mutual Release (“Termination Agreement”).
Pinata
Know How and Patent License Agreement
Additionally,
in Section 4 of the Termination Agreement the Company and Pinata Holdings, Inc. (“Pinata”), a wholly owned subsidiary of
Altanine, have agreed to terminate, as of June 12, 2026, that certain Know How and Patent License Agreement dated June 29, 2024, as amended
and restated on January 9, 2025 (the “Patent Agreement”), subject to the terms of the Termination Agreement. The Company
shall have until September 7, 2026, to sell, distribute or otherwise dispose of any remaining inventory or products developed
or manufactured pursuant to the Patent Agreement.
The
foregoing summary of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the
full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Termination Agreement and Mutual Release |
| 104 |
|
Cover Page Interactive Data File (embedded within the
Inline XBRL document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Polomar Health Services Inc. |
|
| |
|
| /s/ Terrence M. Tierney |
|
| Terrence M. Tierney |
|
| President |
|
| |
|
| Date: June 15, 2026 |
|
