false
0001265521
0001265521
2025-12-12
2025-12-12
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): December 12, 2025 (December 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: 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. ☐
1.01
Entry into a Material Definitive Agreement.
On
December 8, 2025, Polomar Health Services, Inc., a Nevada corporation (“Company”), executed a second amendment to
the Amended and Restated Product Fulfillment and Distribution Agreement, with an effective date of December 5, 2025
(the “Second Amendment “) with ForHumanity, Inc., a Delaware corporation (“ForHumanity”) and Island Group 40,
LLC (“IG4”).
The
Amended Agreement incorporates the following material terms:
The initial exclusivity period is extended from
March 31, 2025, to June 30, 2025.
The
Second Amendment amends paragraph 2 of the Amended Agreement to allow termination of the Amended Agreement by the Company if certain
minimum average monthly sales targets are not achieved for the period January 1, 2026, through July 31, 2026.
The Second Amendment amends paragraph 7(b) of
the Amended Agreement to extend exclusivity through December 31, 2026, if the Company receives a minimum of $1,750,000 in Revenues from
ForHumanity on or before June 30, 2026.
The Second Amendment amends paragraph 7(b) of
the Amended Agreement to extend exclusivity through June 30, 2027, if the Company receives a minimum total of $5,000,000 in Revenues
from ForHumanity for the calendar year ending on December 31, 2026.
The
schedule for the remaining guaranteed payments due the Company has been modified as follows: a) $100,000 on or before December 8, 2025,
b) $200,000 on or before December 29, 2025, and c) $200,000 on or before January 12, 2026. The Company acknowledges receipt from ForHumanity of $350,000 of the total $750,000 in guaranteed payments due pursuant to the terms of the Amended Agreement inclusive
of the $100,000 payment that was due on December 8, 2025.
The
foregoing summary of the Second Amendment does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Second Amendment, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements
This
report contains “forward-looking statements” within the meaning of the federal securities laws. All statements, other than
statements of fact, that address activities, events or developments that we or our management intend, expect, project, believe or anticipate
will or may occur in the future are forward-looking statements. Although we believe forward-looking statements are based upon reasonable
assumptions, such statements involve known and unknown risks, uncertainties, and other factors, which may cause the actual results or
performance of each company to be materially different from any future results or performance expressed or implied by such forward-looking
statements. Such risks and uncertainties include, but are not limited to, (1) the risk that the previously licensed intellectual property
may not be granted the pending patents, (2) the ability of ForHumanity to effectively market the licensed medications to increase customer
value and financial returns, (3) the ability to integrate the ForHumanity telemedicine network into the existing Polomar business and
realize the benefits of the Agreement, (4) the other risks described under the headings “Risk Factors” and “Cautionary
Statement Concerning Forward-Looking Statements” in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2024 and such other periodic filings the Company makes from time to time with the Securities and Exchange Commission (SEC).
You
are cautioned not to place undue reliance on these forward-looking statements. Forward-looking statements are not guarantees of future
performance, and actual results, developments, and business decisions may differ from those envisaged by our forward-looking statements.
Except as required by law, we undertake no obligation to update such statements to reflect events or circumstances arising after the
date of this press release, and we caution investors not to place undue reliance on any such forward-looking statements.
Item
9.01 Financial Statements and Exhibits.
| Exhibit |
|
Description |
| |
|
|
| 10.1 |
|
Second Amendment to Amended and Restated Product Fulfillment And Distribution Agreement |
| 104 |
|
Cover
Page Interactive Data File (formatted as inline XBRL) |
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:
December 12, 2025 |
|
