PMHS and Altanine sign first amendment to merger agreement

Rhea-AI Filing Summary

Polomar Health Services, Inc. announced a First Amendment to its Agreement and Plan of Merger and Reorganization with Altanine Inc., updating the exchange terms for the planned combination. The amendment defines the “Exchange Ratio” as one share of Parent Common Stock for each share of Company Common Stock and five shares of Parent Preferred Stock for each share of Company Preferred Stock, subject to adjustment.

The amendment, dated October 8, 2025, applies to the merger among Polomar Health, its wholly owned subsidiary Polomar Merger Sub, Inc., and Altanine Inc. The company attached the full amendment as Exhibit 2.1 and incorporated it by reference.

Insights

M&A and Capital Structure Analyst

Exchange ratios clarified for the Polomar–Altanine merger.

Polomar Health set specific stock-for-stock terms: one-for-one in common and five-for-one in preferred, subject to adjustment. This aligns deal consideration mechanics between the acquirer (Parent) and the target (Company) securities classes.

Clarifying the exchange ratio reduces ambiguity around how Company common and preferred convert into Parent securities at closing. The “subject to adjustment” clause preserves flexibility for customary closing mechanics or defined contingencies in the merger agreement.

Key details—ratios and parties—are now explicit in the amendment dated October 8, 2025. Actual impact will depend on final closing conditions and any adjustments permitted under the agreement.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 8, 2025

Polomar Health Services, Inc.

(Exact name of registrant as specified in its charter)

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

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

Registrant’s telephone number, including area code: 725-425-7575

(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 1.01 Entry into a Material Definitive Agreement.

On October 8, 2025, Polomar Health Services, Inc. (the “Company”) entered into a First Amendment to Agreement and Plan of Merger and Reorganization (the “Amendment”), which amended the Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), dated as of July 23, 2025, by and among the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company, and Altanine Inc., a Nevada corporation.

The Amendment amended the Merger Agreement to provide that the “Exchange Ratio” shall mean the exchange ratio of one share of Parent Common Stock (as defined in the Merger Agreement) for each share of Company Common Stock (as defined in the Merger Agreement) and five shares of Parent Preferred Stock (as defined in the Merger Agreement) for each share of Company Preferred Stock (as defined in the Merger Agreement), subject to adjustment.

The foregoing summary of the Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amendment, a copy of which is attached hereto as Exhibit 2.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit		Description
2.1		First Amendment to Agreement and Plan of Merger and Reorganization, dated October 8, 2025
104		Cover Page Interactive Data File (formatted as inline XBRL)

2

SIGNATURES

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

Polomar Health Services, Inc.

/s/ Terrence M. Tierney

Terrence M. Tierney

President

Date: October 14, 2025

3

FAQ

What did PMHS announce in this 8-K?

Polomar Health Services, Inc. entered into a First Amendment to its merger agreement with Altanine Inc., defining the exchange ratios for common and preferred shares.

What are the updated exchange ratios for PMHS’s Altanine merger?

One share of Parent Common Stock for each share of Company Common Stock and five shares of Parent Preferred Stock for each share of Company Preferred Stock, subject to adjustment.

Which entities are party to the PMHS merger amendment?

Polomar Health Services, Inc., Polomar Merger Sub, Inc. (a wholly owned subsidiary), and Altanine Inc.

Is the exchange ratio final or can it change?

The exchange ratios are subject to adjustment as provided in the merger agreement.

Where can I find the full text of the amendment?

The amendment is filed as Exhibit 2.1 and incorporated by reference.

What is the date of the merger amendment?

October 8, 2025.