As
filed with the U.S. Securities and Exchange Commission on September 23, 2026
Registration
No. 333-290269
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-1
Post-Effective
Amendment No. 1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Polomar
Health Services, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
| Nevada |
|
000-56555 |
|
86-1006313 |
(State
or Other Jurisdiction of
Incorporation
or Organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
575
Lexington Avenue, Suite 17-143
New
York, NY 10022
(727)
425-7575
(Address,
including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Terrence
M. Tierney
President
Polomar
Health Services, Inc.
575
Lexington Avenue, Suite 17-143
New
York, NY 10022
(727)
425-7575
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copy
to:
Stephen
E. Fox, Esq.
Nixon
Peabody LLP
275
Broadhollow Road, Suite 300
Melville,
NY 11747
(516)
832-7500
(516)
832-7555 (Facsimile)
Approximate
date of commencement of proposed sale to the public: Not Applicable. This Post-Effective Amendment
No. 1 removes securities from registration. No additional securities are being registered, and no offering of securities will be made
pursuant hereto.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box: ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY
NOTE
DE-REGISTRATION
OF UNSOLD SECURITIES
This
Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-1 (File No. 333-290269) of Polomar Health Services, Inc.,
a Nevada corporation, originally filed with the Securities and Exchange Commission on September 15, 2025, as amended, and declared effective
by the Securities and Exchange Commission on December 12, 2025 (the “Registration Statement”).
The
Registration Statement registered for resale an aggregate of 7,710,219 shares of common stock, par value $0.001 per share (“Common
Stock”), of the Company by the selling stockholders named therein.
No
securities were sold pursuant to the Registration Statement. The Company has determined not to maintain the effectiveness of the Registration
Statement. Accordingly, the Company hereby deregisters all securities registered under the Registration Statement.
Upon
the effectiveness of this Post-Effective Amendment No. 1, no securities will remain registered for offer or sale under the Registration
Statement, and the prospectus constituting a part of the Registration Statement shall no longer be used in connection with the offer
or sale of any securities.
This
Post-Effective Amendment No. 1 is being filed for the sole purpose of deregistering all such securities.
SIGNATURES
Pursuant
to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-1 and has duly caused and authorized this registration statement to be signed on its behalf by the
undersigned.
| |
Polomar
Health Services, Inc. |
| September
23, 2026 |
|
|
| |
By: |
/s/ Terrence M. Tierney |
| |
|
Terrence
M. Tierney |
| |
|
President,
Interim Chief Executive Officer (Principal Executive Officer) |