UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 30, 2024
Polomar Health Services, Inc.
(Name of registrant in its charter)
| Nevada | 000-56555 | 86-1006313 | ||
| (State or jurisdiction of | (Commission | (IRS Employer | ||
| incorporation or organization) | File Number) | Identification No.) |
10940 Wilshire Boulevard, Suite 1500
Los Angeles, CA 90024
(Address of principal executive offices)
212-245-3413
(Registrant’s telephone number)
Trustfeed Corp.
10940 Wilshire Boulevard, Suite 705
Los Angeles, CA 90024
(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 (17 CFR 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:
| Title of each class | Trading Symbol(s) | Name of exchange on which registered | ||
| N/A | N/A | N/A |
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. ☐
EXPLANATORY NOTE
This Amendment No. 1 on Form 8-K/A is being filed by Polomar Health Services, Inc., formerly known as Trustfeed Corp., a Nevada corporation (the “Company,” “we,” “us,” or “our”), to amend the Current Report on Form 8-K we filed on October 4, 2024 (the “Original Report”) to provide the disclosures required by Item 9.01 of Form 8-K that were previously omitted from the Original Report as permitted by Item 9.01(a)(4) of Form 8-K. Except as provided herein, the disclosures made in the Original Report remain unchanged.
Item 2.01. Completion of Acquisition or Disposition of Assets.
On September 30, 2024, the Company completed its acquisition of Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”), whereby, among other things, the Company acquired 100% of Polomar in exchange for the issuance of shares of the Company’s common stock, and Polomar became the wholly-owned subsidiary of the Company (the “Acquisition”).
We filed the Original Report describing the Acquisition and other, related matters on October 4, 2024, and we are now filing this amendment to include the historical financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
In accordance with Item 9.01(a), Polomar’s audited financial statements for the period from April 26, 2023 (inception) through December 31, 2023, and its unaudited financial statements for and as of the three and six months ended June 30, 2024 is filed as Exhibit 99.1 and 99.2, respectively, to this Report and is incorporated herein by reference.
(b) Pro forma financial information.
See the Unaudited Pro Forma Combined Balance Sheets as of June 30, 2024 and Pro Forma Combined Statements of Operations for the six months ended June 30, 2024 and the year ended December 31, 2023, which is filed as Exhibit 99.3 to this Report and is incorporated herein by reference.
(d) Exhibits.
The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K/A:
| * | Indicates management contract or compensatory plan or arrangement |
| + | Previously filed |
| (1) | Incorporated by reference to Registration Statement on Form S-1 filed July 21, 2008 |
| (2) | Incorporated by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010 |
| (3) | Incorporated by reference to Registration Statement on Form 10 filed May 31, 2023 |
| (4) | Incorporated by reference to the Current Report on Form 8-K filed March 25, 2024 |
| (5) | Incorporated by reference to the Current Report on Form 8-K filed July 2, 2024 |
| (6) | Incorporated by reference to the Current Report on Form 8-K filed July 5, 2024 |
| (7) | Incorporated by reference to the Current Report on Form 8-K filed August 21, 2024 |
| (8) | Incorporated by reference to Appendix B to the Definitive Schedule 14C Information Statement of the Company filed on August 1, 2024 |
| (9) | Incorporated by reference to the Current Report on Form 8-K filed October 17, 2024 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.
| POLOMAR HEALTH SERVICES, INC. | ||
| Date: October 25, 2024 | By: | /s/ Terrence M. Tierney |
| Name: | Terrence M. Tierney | |
| Title: | President and Chief Financial Officer | |
