Polomar Health Services, Inc. (PMHS) SEC Filings, Dec 2025-Apr 2026

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.

Polomar Health Services, Inc. informs stockholders that holders representing approximately 65% of voting capital and the board approved, by written consent, a package of corporate actions including amendments to opt out of certain Nevada anti-takeover statutes, a proposed Merger with Altanine Inc., a reverse stock split (1-for-2 to 1-for-100 range), an increase in authorized common shares to 425,000,000, and approval to establish an equity line of credit up to $25,000,000. The actions were approved on September 8, 2025 and January 30, 2026 and furnished in an Information Statement dated March 12, 2026. Closing of the Merger remains subject to customary conditions including a PCAOB-compliant audit for Altanine, an effective Form S-4 registration statement, Nasdaq listing approval, certain shareholder consents, and effecting a reverse split to achieve a $10.00 per share target prior to closing.

Polomar Health Services Inc. has obtained written consent from holders of about 65% of its voting common stock to approve six major actions without a stockholder meeting. These include opting out of certain Nevada anti‑takeover statutes, a reverse merger with Altanine Inc., a reverse stock split, an increase in authorized shares and approval for a large equity financing facility.

Under the Altanine merger, Altanine will become a wholly owned subsidiary and its stockholders are expected to own roughly 80% of the combined company’s common stock, with current Polomar holders owning about 20%. The company may implement a reverse stock split between 1‑for‑2 and 1‑for‑100 and raise up to $25 million through an equity line of credit, while increasing authorized common shares from 295,000,000 to 425,000,000.

Polomar Health Services Inc. has obtained written consents from holders of about 65% of its voting stock to approve major corporate changes without a shareholder meeting. These include a planned merger with Altanine Inc., a potential reverse stock split, and a large authorized share increase.

Under the Merger Agreement, Altanine will merge into a Polomar subsidiary, and Altanine shareholders are expected to own about 80% of the combined company’s common stock, leaving current Polomar holders with about 20%. Board control and senior management will shift to Altanine’s nominees after closing.

Stockholders also approved opting out of Nevada anti‑takeover statutes, a reverse stock split in a range from 1‑for‑2 to 1‑for‑100, an increase in authorized common shares from 295,000,000 to 425,000,000, and the ability to establish an equity line of credit of up to $25 million that could lead to significant future share issuance.

Polomar Health Services, Inc. has registered up to 7,710,219 shares of common stock for resale by existing stockholders. The company will not receive any proceeds from these sales; all proceeds go to the selling stockholders, who may sell at a fixed price of $0.20 per share until any national exchange or OTCQX/OTCQQB listing, and thereafter at market prices. As of December 11, 2025, 28,053,090 shares of common stock were outstanding, and the stock last closed at $0.08 on the OTCID Basic Market.

Polomar operates a Florida-licensed specialty compounding pharmacy, focusing on dermatology, GLP‑1 weight loss drugs and men’s health, and holds a license to patent‑pending inhalable formulations such as sildenafil. It is a development-stage business with a history of losses, significant related‑party debt and substantial doubt about its ability to continue as a going concern without new financing. A pending merger with Altanine Inc. is expected, if completed, to leave Altanine holders owning about 80% of the combined company, subject to numerous conditions including a Nasdaq listing and a reverse stock split.

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.

Polomar Health Services, Inc. filed Amendment No. 2 to its Form S-1 registration statement, allowing a proposed public sale of its securities from time to time after the statement becomes effective. The amendment details estimated offering-related expenses of $30,000, including a Securities and Exchange Commission registration fee of $860.83, along with accounting, legal, and miscellaneous costs.

The company explains broad indemnification protections for its directors and officers under Nevada law and its bylaws, and notes that it maintains director and officer liability insurance. It also discloses recent unregistered issuances, including 10,000,000 shares of common stock issued on September 12, 2024 upon conversion of 500,000 shares of Series A preferred stock, and approximately 207,414,147 shares of common stock issued as of September 30, 2024 to former Polomar members in connection with an acquisition, all relying on Section 4(a)(2) of the Securities Act.

Polomar Health Services, Inc. has filed an amended Form S-1 to register up to 7,710,219 shares of common stock for resale by existing selling stockholders. The company will not receive any proceeds from these sales; all net proceeds go to the selling stockholders. Shares may be sold at a fixed price of $0.20 until an exchange or OTCQX/OTCQB listing, versus a recent OTCID Basic Market bid of $0.08 on December 5, 2025.

Polomar operates a licensed compounding pharmacy in Florida focused on dermatology, GLP‑1 weight‑loss drugs and erectile dysfunction therapies, and plans digital platforms such as SlimRx and PoloMeds. It relies on a licensed inhalable drug IP portfolio from Pinata Holdings and an exclusivity‑based fulfillment agreement with ForHumanity that includes a $750,000 guaranteed payment and revenue thresholds for extended exclusivity.

The business is development stage, with a history of losses, heavy related‑party debt at 12%+ rates, and going‑concern risks. A planned merger with Altanine would leave Altanine holders owning about 80% of the combined company, subject to audits, SEC and Nasdaq approvals, a reverse split to a $10.00 share price, and supermajority stockholder consent. The filing highlights regulatory, IP, financing, dilution and penny‑stock trading risks, as well as potential price pressure from selling stockholder resales.