Polomar Health (OTC: PMHS) notifies SEC of late 10-K, reports $1.94M loss

Rhea-AI Filing Summary

Polomar Health Services, Inc. notifies the SEC it will file its Annual Report on Form 10-K late for the fiscal year ended December 31, 2025. The company says it was unable, without unreasonable effort or expense, to timely compile all required disclosures and expects to file within the 15-calendar-day extension following the prescribed due date.

Polomar reports revenues of $648,321 for the twelve months ended December 31, 2025, up from $58,824 for the prior year. Operating expenses rose to approximately $2,206,920 and the company recorded a net loss of approximately $1,941,860 for the year, compared with a net loss of $1,305,962 the prior year. Management attributes revenue growth to increased prescription fulfillment and higher expenses to legal, audit, payroll, consulting and interest costs.

Insights

Public Company Financial Analyst

Late 10-K filing highlights widening operating loss driven by higher expenses.

The filing notification discloses revenue growth to $648,321 for FY 2025 but operating expenses rose to $2,206,920, producing a reported net loss of $1,941,860. The expense mix cited—legal/audit, payroll, consulting, and interest—explains most of the gap between revenue and costs.

Key dependencies include the company’s ability to sustain prescription fulfillment volumes and to control administrative costs. Subsequent filings will provide full disclosures and reconciliations; timing is the fifteenth calendar day following the prescribed due date as stated.

Key Figures

Revenue: $648,321 Revenue (prior year): $58,824 Operating expenses: $2,206,920 +5 more

8 metrics

Revenue $648,321 twelve months ended December 31, 2025

Revenue (prior year) $58,824 twelve months ended December 31, 2024

Operating expenses $2,206,920 twelve months ended December 31, 2025

Net loss $1,941,860 twelve months ended December 31, 2025

Net loss (prior year) $1,305,962 twelve months ended December 31, 2024

Legal/audit fees $192,130 component of operating expenses for 2025

Payroll expense $466,342 component of operating expenses for 2025

Interest expense $150,841 component of operating expenses for 2025

Key Terms

Form 12b-25, Annual Report on Form 10-K, net loss, prescribed due date

4 terms

Form 12b-25 regulatory

"Notification of Late Filing and request for relief under Rule 12b-25"

Form 12b-25 is a notice a publicly traded company files with the U.S. Securities and Exchange Commission when it cannot deliver a required periodic report (like a quarterly or annual financial report) on time. It explains the reason for the delay and gives the company a short, temporary window to finish the report without being marked as delinquent; investors watch it because late filings can signal accounting, operational, or control issues that may affect a company’s reliability and stock risk, much like a missed homework deadline can raise concerns about a student’s preparedness.

Annual Report on Form 10-K regulatory

"disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025"

An annual report on Form 10‑K is a required, comprehensive filing that publicly traded companies give to regulators and investors summarizing their business, results of operations, detailed financial statements reviewed by independent auditors, material risks, legal issues and management’s discussion of performance. Investors use it like a company’s year‑end report card and medical checkup: it reveals how the business made money, where it is vulnerable, and the facts needed to compare value, judge risk and make informed investment decisions.

net loss financial

"The registrant recorded a net loss of approximately $1,941,860 for the twelve months ended December 31, 2025"

Net loss is the amount by which a company’s total costs and expenses exceed its total income during a reporting period, after taking into account taxes and one‑time items. It matters to investors because repeated or large net losses can shrink a company’s cash and owner value, reducing its ability to pay dividends, invest for growth or borrow money — like a household spending more than it earns and dipping into savings to cover the shortfall.

prescribed due date regulatory

"expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date"

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

(Check one):		☒Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
		For Period Ended:	December 31, 2025
		☐ Transition Report on Form 10-K
		☐ Transition Report on Form 20-F
		☐ Transition Report on Form 11-K
		☐ Transition Report on Form 10-Q
		☐ Transition Report on Form N-SAR
		For the Transition Period Ended:

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

POLOMAR HEALTH SERVICES, INC.

Full Name of Registrant

Former Name if Applicable

32866 US Hwy. 19 N

Address of Principal Executive Office (Street and Number)

Palm Harbor, FL 34684

City, State and Zip Code

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

☒	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2025. The Registrant expects to file the Annual Report no later than the fifteenth calendar day following the prescribed filing date.

SEC 1344 (04-09) Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Terrence M. Tierney		(727)		425-7575
(Name)		(Area Code)		(Telephone Number)

(2)	Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
	Yes ☒ No ☐
(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
	Yes ☒ No ☐
	If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
	The registrant operates Polomar Specialty Pharmacy, a State of Florida licensed retail compounding pharmacy.
	The registrant had revenues of approximately $648,321 for the twelve months ended December 31, 2025, compared to $58,824 of revenue for the twelve months ended December 31, 2024. The increase in revenues over the previous accounting period was primarily due to the contractual obligations of the registrant’s marketing partners and customers, due to an increase in fulfillment of drug prescriptions.
	Operating expenses, which consisted mainly of general and administrative expenses, increased to approximately $2,206,920 for the twelve months ended December 31, 2025, from approximately $1,330,399 for the twelve months ended December 31, 2024. Operating expenses for the twelve months ended December 31, 2025, consisted mainly of legal, audit and accounting fees associated with the registrant’s SEC filings of approximately $192,130, payroll of approximately $466,342, consulting fees of $185,414 and interest expense of $150,841. In comparison, the registrant’s operating expenses for the twelve months ended December 31, 2024, consisted mainly of legal and accounting fees associated with the registrant’s SEC filings of approximately $189,675 and payroll of approximately $380,476.
	The registrant recorded a net loss of approximately $1,941,860 for the twelve months ended December 31, 2025, as compared with a net loss of approximately $1,305,962 for the twelve months ended December 31, 2024, as a result of the expenses incurred and insufficient revenues generated during the period, as described further above.

POLOMAR HEALTH SERVICES, INC.

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	April 1, 2026	By:	/s/ Terrence M. Tierney
			Terrence M. Tierney
			President and CEO

FAQ

Why did Polomar Health Services (PMHS) file a Form 12b-25?

Polomar says it could not timely compile required disclosures without unreasonable effort or expense. The company expects to file its Form 10-K within fifteen calendar days following the prescribed due date, per the Rule 12b-25 extension it invoked.

What were Polomar's revenues for the year ended December 31, 2025?

Polomar reported revenues of $648,321 for the twelve months ended December 31, 2025. This compares to $58,824 in revenue for the twelve months ended December 31, 2024, per the notification.

What operating expenses did Polomar report for FY 2025?

Operating expenses were approximately $2,206,920 for the twelve months ended December 31, 2025. Major components cited include legal/audit fees (~$192,130), payroll (~$466,342), consulting (~$185,414), and interest (~$150,841).

What net loss did Polomar record for FY 2025?

The registrant recorded a net loss of approximately $1,941,860 for the twelve months ended December 31, 2025. That compares with a net loss of approximately $1,305,962 for the prior year.

Will the late filing affect Polomar's other periodic reports?

The notification indicates that all other required periodic reports in the prior 12 months have been filed. The company checked that prior reports were filed, implying no additional delinquent periodic reports were disclosed in this notice.