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POLOMAR HEALTH SVCS INC 8-K Filings

PMHS OTC

Every 8-K that POLOMAR HEALTH SVCS INC (PMHS) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow PMHS and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full PMHS filings page.

Rhea-AI Summary

Polomar Health Services, Inc. filed Amendment No. 1 updating its July 1, 2026 current report on significant governance changes. As of 12:01 a.m. EDT on July 1, directors David Spiegel and Terrence M. Tierney resigned from the board, with Mr. Tierney continuing as Interim Chief Executive Officer. The company states that neither resignation resulted from any disagreement regarding operations, policies or practices.

On the same date the board set its size at five directors and elected George Hornig (now Executive Chairman), Alexandra Peterson, Gabrielle Toledano and George Caruolo, reconstituted all board committees, and formed a Special Committee of independent directors to evaluate a proposed acquisition of intellectual property from entities affiliated with Series A Convertible Preferred holders; the full board will not approve any such transaction without the Special Committee’s favorable recommendation. The board also appointed Timothy M. Papp as Secretary and General Counsel, reduced the equity plan’s automatic annual evergreen share increase from 10% to 3% of outstanding common stock beginning January 1, 2027, and adopted Amended and Restated Bylaws updating director election standards, meeting procedures and indemnification provisions.

Rhea-AI Summary

Polomar Health Services, Inc. appointed Douglas Beck as Chief Financial Officer and Treasurer, effective July 15, 2026. In this role he also serves as the company’s principal financial officer and principal accounting officer, centralizing responsibility for financial reporting and accounting oversight under a single executive.

Beck, age 65, previously served as Chief Financial Officer of AiAdvertising, Inc., ShiftPixy, Inc., and Beyond Air Inc., and earlier consulted for Beyond Air. He holds a Bachelor of Science in Accounting from Fairleigh Dickinson University and is a licensed Certified Public Accountant. The company states there are no appointment-related arrangements, family relationships, or related-party transactions requiring disclosure in connection with his role.

Rhea-AI Summary

Polomar Health Services, Inc. changed audit firms when its Audit Committee dismissed GreenGrowth CPAs as independent registered public accounting firm effective July 8, 2026. GreenGrowth’s reports on the company’s 2024 and 2025 financial statements were unqualified, and the company states there were no disagreements or reportable events.

On the same date, the Audit Committee approved and the Board ratified the appointment of Haskell & White LLP as the new independent registered public accounting firm, subject to completion of standard client acceptance procedures and an engagement letter. Haskell & White will audit the fiscal year ending December 31, 2026 and review unaudited interim financial information beginning with the quarter ended June 30, 2026. A July 13, 2026 letter from GreenGrowth to the SEC is included as an exhibit.

Rhea-AI Summary

Polomar Health Services, Inc. reported major governance changes effective July 1, 2026. Two directors, David Spiegel and Terrence M. Tierney, resigned from the board, with Tierney continuing as Interim Chief Executive Officer. Four new directors were elected, expanding the board to five members and rebalancing committee leadership, while a Lead Independent Director role was created.

The board formed a two-member independent Special Committee to evaluate a proposed acquisition of intellectual property and related assets from entities affiliated with Series A Convertible Preferred Stock holders, and the board will act only on the committee’s favorable recommendation. The company also appointed George Hornig as Executive Chairman, Tierney as principal executive officer, and Timothy M. Papp as Secretary and General Counsel.

The equity and incentive compensation plan was amended and restated to reduce the automatic annual evergreen increase in authorized shares from 10% to 3% of common stock outstanding from January 1, 2027 onward, and renamed the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan. Amended and Restated Bylaws were adopted, updating board size parameters, adopting a majority voting standard in uncontested elections, setting advance notice procedures for stockholder actions, formalizing the Executive Chairman role, permitting remote meetings and written consents, and enhancing indemnification and expense advancement for directors and officers.

Rhea-AI Summary

Polomar Health Services, Inc. has terminated its planned merger with Altanine, Inc. The companies entered a Termination Agreement and Mutual Release under which the amended merger agreement was ended in full as of June 12, 2026, after deciding the deal was no longer in the best interests of their corporations and shareholders.

The same Termination Agreement also ends Polomar’s Know How and Patent License Agreement with Pinata Holdings, Inc., a wholly owned Altanine subsidiary, effective June 12, 2026. Polomar may continue to sell, distribute, or dispose of products developed under that patent license until September 7, 2026.

Rhea-AI Summary

Polomar Health Services is moving its merger with Altanine forward by waiving several closing conditions in their Merger Agreement. These include prior requirements for S-4 effectiveness, Nasdaq listing approval, a minimum $25 million Equity Credit Line, a reverse stock split to $10.00 per share, and completion of a concurrent financing.

The parties also amended Section 6.2(e) so Polomar will deliver audited financial statements for the years ended December 31, 2025 and December 31, 2024, prepared under U.S. GAAP by a PCAOB-registered firm and suitable for SEC filings.

Separately, CEO Terrence M. Tierney agreed that, upon closing of the merger, he will step down as CEO, President and Secretary and become Executive Vice President and Chief Operating Officer. His base salary is retroactively set at $19,000 per month from November 1, 2025, with a possible $5,000 monthly increase if certain requirements are met. His annual bonus becomes discretionary and tied to key performance indicators, he receives 500,000 additional nonqualified stock options, and severance for termination without cause or for good reason becomes four months of base salary plus a pro-rata share of the prior year’s bonus.

Polomar also consents to Altanine granting a security interest over all assets of its subsidiary Pinata Holdings and all Altanine assets, including deposit accounts, to CWR 1, LLC, an affiliate of both Polomar and Altanine, in connection with a modified note.

Rhea-AI Summary

Polomar Health Services, Inc. disclosed a second amendment to its Amended and Restated Product Fulfillment and Distribution Agreement with ForHumanity, Inc. and Island Group 40, LLC. The initial exclusivity period is pushed back from March 31, 2025 to June 30, 2025, giving more time under the existing exclusive arrangement.

The Company gains a new right to terminate the agreement if specified minimum average monthly sales targets are not met between January 1, 2026 and July 31, 2026. Exclusivity can be extended through December 31, 2026 if the Company receives at least $1,750,000 in revenues from ForHumanity on or before June 30, 2026, and further through June 30, 2027 if total revenues from ForHumanity reach $5,000,000 for the calendar year ending December 31, 2026.

The payment schedule for remaining guaranteed amounts is revised to $100,000 on or before December 8, 2025, $200,000 on or before December 29, 2025, and $200,000 on or before January 12, 2026. Polomar notes it has already received $350,000 of the total $750,000 in guaranteed payments tied to this agreement.

Rhea-AI 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.