Polomar Health Services Files S-1/A, Details Share Issuances & Costs

TL;DR

**PMHS is diluting shareholders with massive new issuances, but at least they're covering their directors' backs.**

AI Summary

Polomar Health Services, Inc. (PMHS) filed an S-1/A on December 8, 2025, detailing its continuous offering of securities and recent corporate activities. The filing indicates an estimated $30,000.00 in expenses for issuance and distribution, including $860.83 for SEC registration fees, $10,000.00 for accounting, and $15,000.00 for legal fees. Key business changes include the issuance of 10,000,000 shares of Common Stock to CWR on September 12, 2024, upon conversion of Series A Convertible Preferred Stock, and an aggregate of approximately 207,414,147 shares of Common Stock issued to former Polomar members as of September 30, 2024, in connection with an acquisition. The company also highlighted its indemnification provisions for directors and officers under Nevada law and confirmed maintaining director and officer liability insurance. Risks include the SEC's stance that indemnification for Securities Act liabilities is against public policy. The strategic outlook involves ongoing efforts to raise capital through continuous offerings.

Why It Matters

This S-1/A filing provides crucial transparency for investors regarding PMHS's capital structure and operational costs, particularly the $30,000.00 in estimated offering expenses. The significant issuance of 207,414,147 shares to former Polomar members post-acquisition could dilute existing shareholder value, impacting per-share metrics. For employees and customers, these financial maneuvers signal the company's growth strategy and potential for future stability or instability. In the competitive healthcare services market, efficient capital deployment and clear corporate governance, including director indemnification, are vital for attracting and retaining talent and investor confidence.

Risk Assessment

Risk Level: medium — The risk level is medium due to significant share dilution events, specifically the issuance of 10,000,000 shares to CWR and approximately 207,414,147 shares to former Polomar members, which could negatively impact existing shareholders. Additionally, the SEC's opinion that indemnification for Securities Act liabilities is against public policy introduces a regulatory risk for directors and officers, potentially affecting governance stability.

Analyst Insight

Investors should scrutinize the impact of the 207,414,147 new shares on PMHS's per-share metrics and valuation. Consider the long-term implications of this dilution and the company's ongoing need for capital, as indicated by the continuous offering. Evaluate the company's overall financial health and growth prospects in light of these capital-raising activities before making any investment decisions.

Financial Highlights

debt To Equity

0.0

revenue

$0.00

operating Margin

0.0%

total Assets

$0.00

total Debt

$0.00

net Income

$0.00

eps

$0.00

gross Margin

0.0%

cash Position

$0.00

revenue Growth

N/A

Key Numbers

• $30,000.00 — Total estimated expenses for issuance and distribution (Includes SEC fees, accounting, and legal expenses for the offering.)
• $860.83 — SEC registration fee (Specific cost for filing the S-1/A.)
• $10,000.00 — Accounting fees and expenses (Estimated cost for accounting services related to the offering.)
• $15,000.00 — Legal fees and expense (Estimated cost for legal services related to the offering.)
• 10,000,000 — Shares of Common Stock issued to CWR (Issued on September 12, 2024, upon conversion of Series A Preferred Stock.)
• 207,414,147 — Shares of Common Stock issued to former Polomar members (Issued as of September 30, 2024, in connection with an acquisition.)

Key Players & Entities

• Polomar Health Services, Inc. (company) — Registrant
• Terrence M. Tierney (person) — President and Agent for Service
• CWR (company) — Holder of Series A Preferred Stock
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1/A filing
• Ruskin Moscou Faltischek, P.C. (company) — Legal counsel for Polomar Health Services, Inc.
• Nevada (regulator) — State of incorporation and governing indemnification laws
• Altanine, Inc. (company) — Party in Agreement and Plan of Merger and Reorganization
• Profesco Holdings, LLC (company) — Party in Promissory Note and Loan Agreement

FAQ

Risk Factors

• SEC Stance on Indemnification [high — regulatory]: The SEC has stated that indemnification for liabilities arising under the Securities Act is against public policy and therefore unenforceable. This means that while Nevada law and the company's bylaws may permit indemnification for directors and officers, such provisions may not protect them from liabilities related to the Securities Act.
• Continuous Offering Structure [medium — operational]: The company is engaged in a continuous offering of securities. This structure can lead to ongoing dilution for existing shareholders and requires continuous compliance and disclosure efforts, potentially increasing operational complexity and costs.
• Reliance on Capital Raising [medium — financial]: The company's strategic outlook involves ongoing efforts to raise capital through continuous offerings. This indicates a potential reliance on external funding, which can be subject to market conditions and investor sentiment, posing a risk to sustained operations and growth.

Industry Context

The health services industry is highly regulated and competitive, with companies often seeking capital to fund operations, acquisitions, and expansion. Trends include consolidation, technological integration, and evolving reimbursement models. Companies like Polomar Health Services operate within this dynamic environment, requiring strategic financial management and compliance.

Regulatory Implications

The company's continuous offering structure and the SEC's stance on indemnification for Securities Act liabilities present significant regulatory considerations. Compliance with SEC regulations for ongoing offerings and potential limitations on director and officer protection are critical factors for investors to assess.

What Investors Should Do

1. Review the specific terms and conditions of the continuous offering to understand potential dilution and the ongoing capital-raising strategy.
2. Assess the financial health and operational viability of Polomar Health Services, given the reliance on continuous capital raises.
3. Understand the implications of the SEC's view on indemnification for directors and officers, particularly concerning potential liabilities under the Securities Act.

Key Dates

• 2024-09-12: Issuance of 10,000,000 shares of Common Stock to CWR — This event signifies a significant conversion of Series A Convertible Preferred Stock into common equity, impacting the company's capital structure and ownership.
• 2024-09-30: Issuance of approximately 207,414,147 shares of Common Stock to former Polomar members — This large issuance of shares in connection with an acquisition indicates a substantial change in the company's equity base and likely represents a significant business combination.
• 2025-12-08: Filing of S-1/A (Amendment No. 2) — This filing details the company's continuous offering of securities and provides updated information on corporate activities, including expenses and share issuances, crucial for potential investors.

Glossary

S-1/A

An amendment to a Form S-1 registration statement filed with the U.S. Securities and Exchange Commission (SEC). It is used to provide updated or corrected information before a securities offering becomes effective. (This is the primary document detailing Polomar Health Services' offering and corporate status.)

Continuous Offering (Rule 415)

A rule that allows companies to register securities for sale over a period of time, rather than all at once. This enables ongoing capital raising efforts. (Polomar Health Services is utilizing this to continuously offer its securities.)

Indemnification

A contractual obligation by one party to compensate another party for losses or damages incurred. In this context, it refers to the company protecting its directors and officers from certain liabilities. (The filing details Nevada law and company bylaws regarding indemnification, with a caveat from the SEC regarding Securities Act liabilities.)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares. It often carries specific rights and preferences over common stock. (The conversion of this stock to 10,000,000 common shares is a key event mentioned in the filing.)

Year-Over-Year Comparison

As this is an S-1/A filing, it represents an initial or amended registration for a continuous offering. Therefore, a direct comparison of key financial metrics like revenue growth, margin changes, or specific risks to a prior year's filing is not applicable in the traditional sense. The filing focuses on the details of the current offering, recent share issuances, and associated expenses, rather than year-over-year performance comparisons.

Filing Documents

• forms-1a.htm (S-1/A) — 114KB
• 0001493152-25-026663.txt ( ) — 115KB

SIGNATURES

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. December 8, 2025 By: /s/ Terrence M. Tierney Terrence M. Tierney President, Secretary, (Principal Executive Officer) Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated. Signature Title Date * President, Secretary, and Director December 8, 2025 Terrence M. Tierney (Principal Executive Officer) * Chief Financial Officer and Treasurer December 8, 2025 Charlie Lin (Principal Financial and Accounting Officer) * Director December 8, 2025 Gabriel Del Virginia * Director December 8, 2025 David Spiegel * Terrence M. Tierney, pursuant to Powers of Attorney (executed by each of the officers and directors listed above and indicated as signed above, and filed with the Securities and Exchange Commission), by signing his name hereto does hereby sign and execute this Amendment to the Registration Statement on behalf of each of the persons referenced above. December 8, 2025 By: /s/ Terrence M. Tierney Name: Terrence M. Tierney Title: Attorney-in-Fact II-6

View Full Filing

View this S-1/A filing on SEC EDGAR