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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): April 23, 2026
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
1.02 |
Termination
of a Material Definitive Agreement. |
As
previously disclosed by Polomar Health Services, Inc. (the “Company”), effective on March 12, 2025, the Company
executed a Product Fulfillment and Distribution Agreement, as amended on March 17, 2025, and Amended and Restated on August 19, 2025
and as amended on September 23, 2025 and December 5, 2025 (the “ForHumanity Agreement”) with ForHumanity, Inc. (“ForHumanity”)
and Island Group 40, LLC (“IG4”). On April 23, 2026, the Company received a written notice (the “Notice”) that
ForHumanity intends to terminate and rescind the ForHumanity Agreement, among other matters.
The
ForHumanity Agreement allows ForHumanity to exclusively market certain of the Company’s pharmaceutical products. Pursuant to the
ForHumanity Agreement, the Company shall be solely responsible for fulfilling valid prescriptions for the products referenced in the
ForHumanity Agreement. IG4 provides account management services on behalf of the Company.
The
ForHumanity Agreement includes the following material terms:
| ● | The
license is for an initial term of forty-two months and may be automatically renewed for additional
terms provided ForHumanity meets certain revenue commitments prior to the end of the initial
term. |
| ● | There
is a guaranteed payment of $750,000 to be made to the Company, of which $500,000 has
been paid to date. The Company has granted ForHumanity exclusivity to market products to
potential customers through June 30, 2026, in exchange for the $750,000 guaranteed
payment, and the exclusivity may be extended through December 31, 2026, provided
ForHumanity provides at least $1,750,000 in gross revenue to the Company during the
first half of 2026. The ForHumanity Agreement provides for additional exclusivity
extensions upon ForHumanity meeting increased revenue goals to the Company, including an
extension of exclusivity through June 30, 2027, provided the Company receives gross
revenues from ForHumanity of $5,000,000 for the period January 1, 2026 through December
31, 2026. |
ForHumanity
claimed in the Notice, among other things, that certain of the Company’s representations to it were false and fraudulent, and that
ForHumanity was induced into entering into the ForHumanity Agreement as a result of its reliance upon such representations. The Company
is evaluating the claims set forth in the notice and believes ForHumanity’s claims are without merit, that ForHumanity does
not have standing to terminate the ForHumanity Agreement, and that ForHumanity is in default under the terms of the ForHumanity
Agreement.
| Item
9.01 |
Financial
Statements and Exhibits. |
| Exhibit |
|
Description |
| 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:
April 29, 2026 |
