Trustfeed Corp. Signs Material Definitive Agreement

TL;DR

Trustfeed Corp. signed a big deal on 6/28, filing shows.

AI Summary

On June 28, 2024, Trustfeed Corp. entered into a material definitive agreement. The filing also includes financial statements and exhibits related to this agreement. The company, formerly known as HEALTHMED SERVICES LTD, is incorporated in Nevada and its fiscal year ends on December 31.

Why It Matters

This filing indicates a significant new contract or partnership for Trustfeed Corp., which could impact its future revenue and operations.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which could carry significant financial implications and operational changes for the company.

Key Numbers

• 000-56555 — Commission File Number (Identifies the company's filing history with the SEC.)
• 86-1006313 — I.R.S. Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• Trustfeed Corp. (company) — Registrant
• HEALTHMED SERVICES LTD (company) — Former company name
• June 28, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 212 - 245-3413 (phone_number) — Registrant's telephone number

FAQ

Filing Documents

• form8-k.htm (8-K) — 50KB
• ex2-1.htm (EX-2.1) — 318KB
• 0001493152-24-026007.txt ( ) — 598KB
• trfe-20240628.xsd (EX-101.SCH) — 3KB
• trfe-20240628_lab.xml (EX-101.LAB) — 33KB
• trfe-20240628_pre.xml (EX-101.PRE) — 22KB
• form8-k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 28, 2024, Trustfeed Corp., a Nevada corporation (the "Company"), Polomar Acquisition, L.L.C., a Florida limited liability company, and wholly owned subsidiary of the Company ("Merger Sub") and Polomar Specialty Pharmacy, LLC, a Florida limited liability company ("Polomar") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Polomar, with Polomar continuing as the surviving company (the "Surviving Company") and a wholly owned subsidiary of the Company (the "Merger"). At the effective time of the Merger (the "Effective Time"), each 1% of the outstanding membership interest of Polomar will be automatically converted into the right to receive 357,414.14 shares of Company common stock (the "Exchange Ratio"). No fractional shares of Company common stock will be issued in the Merger. Following the consummation of the Merger, former members of Polomar are expected to own an aggregate of 75% of the Company and current stockholders of the Company are expected to own an aggregate of 25% of the Company. Notwithstanding the foregoing, the Merger Agreement provides that CWR 1, LLC, the Company's majority owner with an 83.3% beneficial ownership stake in the Company, shall convert its Company Series A Convertible Preferred Stock into Company common stock, and return for cancellation such number of shares of the Company's common stock so that, subsequent to the Merger, the Company shall have a public float of at least 10% of the Company's issued and outstanding shares of common stock. An affiliate of CWR 1, LLC owns a majority of the membership interests of Polomar. The board of directors of the Company (the "Board") and the managers and members of Polomar unanimously approved the Merger Agreement and the transactions contemplated thereby. The Board and the exec

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit Description 2.1 Agreement and Plan of Merger and Reorganization, dated June 28, 2024, by and among Trustfeed Corp., Polomar Acquisition, L.L.C. and Polomar Specialty Pharmacy, LLC 104 Cover Page Interactive Data File (formatted as inline XBRL) 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Trustfeed Corp. /s/ Terrence M. Tierney Terrence M. Tierney Interim President/Chief Financial Officer Date: July 2, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR