Trustfeed Corp. Completes Acquisition, Reports Equity Sales & Officer Changes

TL;DR

Trustfeed just bought something, sold some stock, and changed some execs. Big moves happening.

AI Summary

On September 30, 2024, Trustfeed Corp. announced the completion of an acquisition, marking a significant change in its corporate structure. The company also reported on unregistered sales of equity securities and changes in control, indicating potential shifts in ownership and strategic direction. Additionally, there were updates regarding the departure and election of directors and officers, along with details on compensatory arrangements.

Why It Matters

This filing signals a major strategic move for Trustfeed Corp. with the completion of an acquisition, alongside internal governance changes and equity transactions that could impact its future operations and shareholder value.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions including an acquisition, changes in control, and unregistered equity sales, which can introduce uncertainty and potential risks.

Key Players & Entities

• Trustfeed Corp. (company) — Registrant
• HEALTHMED SERVICES LTD (company) — Former Company Name
• September 30, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — r shares of our common stock, par value $0.001 per share, based on the exchange ratio
• $108,200 — eferred Stock for cash consideration of $108,200 USD. Mr. Shipley agreed to cancel 45,00
• $350,000 — s to CWR for aggregate consideration of $350,000 (collectively referred to as the "Trans
• $250,000 — R 1 agrees to loan to the Company up to $250,000 in one or more advances from time to ti
• $157,622.56 — al draw under the Note in the amount of $157,622.56 was made, which funds are being used to
• $197,122.56 — tanding principal amount of the Note is $197,122.56 plus accrued interest of $3,173.34 The
• $3,173.34 — is $197,122.56 plus accrued interest of $3,173.34 The outstanding principal, and any and

Filing Documents

• form8-k.htm (8-K) — 484KB
• ex21-1.htm (EX-21.1) — 2KB
• 0001493152-24-039582.txt ( ) — 739KB
• trfe-20240930.xsd (EX-101.SCH) — 3KB
• trfe-20240930_lab.xml (EX-101.LAB) — 33KB
• trfe-20240930_pre.xml (EX-101.PRE) — 24KB
• form8-k_htm.xml (XML) — 3KB

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS 1

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement 1

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets 2 FORM 10 INFORMATION 3

DESCRIPTION OF BUSINESS

ITEM 1. DESCRIPTION OF BUSINESS 3

RISK FACTORS

ITEM 1A. RISK FACTORS 8

FINANCIAL INFORMATION

ITEM 2. FINANCIAL INFORMATION 18

PROPERTIES

ITEM 3. PROPERTIES 21

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 21

DIRECTORS AND EXECUTIVE OFFICERS

ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS 22

EXECUTIVE COMPENSATION

ITEM 6. EXECUTIVE COMPENSATION 24

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 31

LEGAL PROCEEDINGS

ITEM 8. LEGAL PROCEEDINGS 33

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 33

RECENT SALES OF UNREGISTERED SECURITIES

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES 35

DESCRIPTION OF CAPITAL STOCK

ITEM 11. DESCRIPTION OF CAPITAL STOCK 35

INDEMNIFICATION OF DIRECTORS AND OFFICERS

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS 37

FINANCIAL STATEMENTS

ITEM 13. FINANCIAL STATEMENTS 39

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR FINANCIAL DISCLOSURE

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR FINANCIAL DISCLOSURE 39

FINANCIAL STATEMENTS AND EXHIBITS

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS 39

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities 39

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant 39 Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers 39

01 Financial Statements, Pro Forma Financial Information and Exhibits

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits 39 i GENERAL NOTE On September 30, 2024, Trustfeed Corp., a Nevada corporation (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"). This Current Report on Form 8-K is being filed by the Company to describe certain material changes to its business following the Acquisition, as the term is more specifically defined herein. The financial information, including the operating and financial results and audited financial statements included or to be included in this Current Report on Form 8-K are or will be that of the Company as it exists following the Acquisition. In this Current Report on Form 8-K, unless otherwise specified, all dollar amounts are expressed in United States dollars. Except as otherwise indicated by the context, references in this report to "Company", "we," "us" and "our" are references to Trustfeed Corp., as combined with Polomar and reflects the prior operations and financial condition of Polomar before the Acquisition. References to "Polomar" refer to Polomar Specialty Pharmacy, LLC prior to the Acquisition. FORWARD-LOOKING This Current Report contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections entitled "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," but are also contained elsewhere in this Report. In some cases, you can identify forward-looking statements by the words "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "objective," "anticipate," "believe,"

Business

Business of the Company As a result of the Acquisition, the Company operates Polomar Specialty Pharmacy, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196. Polomar Specialty Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which authorizes the licensed entity to dispense injectable and other sterile compounds (eye drops, infused therapeutics) upon receipt of a valid prescription. Polomar's compounding facility operates pursuant to guidelines established under Sec. 503A "Compounding Pharmacy" of the Federal Food, Drug and Cosmetic Act. Section 503A authorizes the licensed entity to manufacture compounded drugs and fulfill prescriptions provided to it by licensed physicians. As a result, we are presently authorized to fulfill and deliver compounded prescribed medications in 28 states. We are also actively seeking approval and authorization in other applying for a drug export permit in early 2025. As part of the Acquisition, the Company acquired SlimRx TM (slimrx.com), a weight loss focused online platform that connects patients with licensed physicians to prescribe weight loss medications such as semaglutide (Ozempic, Wegovy, Rybelsus) and tirzepatide (Monjouro, Zepbound). SlimRx filed an application for statutory trademark protection on August 29, 2024. The prescriptions issued via SlimRx are fulfilled by us. We also expect to launch PoloMeds TM (polomeds.com) during the fourth quarter of 2024 to fulfill prescriptions for diabetes medications including metformin compounds, sulfonylureas, and insulin; compounded erectile dysfunction medications sildenafil (Viagra) and tadalafil (Cialis) and Polomar's prescription only, exclusive dermatological formulations co-developed by a board-certified dermatologist for the treatment of acne, alopecia

View Full Filing

View this 8-K filing on SEC EDGAR