Polomar Health Services Registers 5.1M Shares for Resale, Eyes Telehealth Expansion

TL;DR

**Polomar Health Services is a high-risk bet on a nascent telehealth and compounding pharmacy model, with significant dilution potential from existing shareholders at a low price point.**

AI Summary

Polomar Health Services, Inc. (PMHS) is registering 5,114,497 shares of common stock for resale by existing stockholders. The company operates Polomar Specialty Pharmacy, a Florida-licensed compounding pharmacy authorized to dispense in 28 states, with plans to expand to a majority of U.S. states by the end of 2025 and apply for a drug export permit in Q4 2025. PMHS is launching two new telehealth platforms in Q4 2025: SlimRx™ for weight loss medications like semaglutide compounded with vitamin B-12 (VitaSlim™) and metformin gummy (VitaSlim Plus™), and PoloMeds™ for diabetes and dermatological medications. The company completed a reverse recapitalization merger with Polomar Pharmacy on September 30, 2024, and subsequently cancelled 50,000,000 shares of common stock held by CWR 1, LLC, while issuing 207,414,147 pre-split shares to former Polomar members. As of June 30, 2025, PMHS had an outstanding principal of $808,875.30 plus $88,674.44 in accrued interest on a loan from Reprise Management, Inc., and a $450,000 outstanding principal on a loan from CWR 1, LLC, both of which were subsequently converted into Series A Convertible Preferred Stock or amended. The common stock was quoted at $0.20 per share on the OTCID Basic Market as of September 11, 2025.

Why It Matters

This S-1 filing signals Polomar Health Services' pivot from a technology company to a specialized compounding pharmacy and telehealth provider, a significant strategic shift for investors. The resale of 5,114,497 shares by selling stockholders could introduce volatility, especially given the current OTCID Basic Market price of $0.20 per share. For employees, the focus on new platforms like SlimRx™ and PoloMeds™ indicates growth opportunities in a competitive healthcare market. Customers could benefit from expanded access to compounded medications across more states and specialized telehealth services, potentially disrupting traditional pharmacy models.

Risk Assessment

Risk Level: high — The company explicitly states 'the uncertainty of profitability based upon our history of losses' and 'risks related to failure to obtain adequate financing on a timely basis and on acceptable terms to continue as going concern.' The common stock is currently quoted on the OTCID Basic Market at $0.20 per share, indicating a highly speculative investment. Additionally, the company has significant outstanding loans, including $597,549.74 from Reprise Management, Inc. and a new $150,000 facility from CWR 1, LLC, highlighting ongoing financing needs.

Analyst Insight

Investors should approach PMHS with extreme caution, recognizing the high speculative nature and potential for significant dilution from the 5,114,497 shares being registered for resale. Monitor the company's ability to secure additional financing and achieve profitability from its new telehealth platforms, SlimRx™ and PoloMeds™, before considering any investment.

Key Numbers

• 5,114,497 — Shares of Common Stock (Number of shares registered for resale by selling stockholders)
• $0.20 — Common Stock Price (Last reported closing bid price on OTCID Basic Market as of September 11, 2025)
• 28 — States Licensed (Number of U.S. states Polomar is authorized to fulfill compounded prescriptions)
• 207,414,147 — Shares Issued (Pre-split shares issued to former Polomar members in the Merger)
• $808,875.30 — Reprise Note Principal (Outstanding principal amount of the Reprise Note as of June 30, 2025)
• $450,000 — CWR Note Principal (Outstanding principal amount of the CWR Note as of June 30, 2025)
• 12% — Interest Rate (Annual interest rate on the remaining Reprise Note balance and initial rate on the Second CWR Note)
• 50,000,000 — Shares Cancelled (Common Stock shares returned by CWR for cancellation on October 9, 2024)

Key Players & Entities

• Polomar Health Services, Inc. (company) — Registrant
• Terrence M. Tierney (person) — President of Polomar Health Services, Inc.
• Reprise Management, Inc. (company) — Lender to Polomar Pharmacy
• CWR 1, LLC (company) — Purchaser of Transferred Shares and Lender to Polomar Health Services, Inc.
• Fastbase, Inc. (company) — Former record and beneficial owner of Polomar Health Services, Inc. shares
• Daniel Gordon (person) — President of Reprise Management, Inc. and affiliate of GLD Partners, LP
• U.S. Securities and Exchange Commission (regulator) — Regulatory body for S-1 filing
• $0.20 (dollar_amount) — Last reported closing bid price for PMHS Common Stock on September 11, 2025
• $350,000 (dollar_amount) — Aggregate consideration for the Fastbase Transaction
• $808,875.30 (dollar_amount) — Outstanding principal amount of the Reprise Note as of June 30, 2025

FAQ

Risk Factors

• State Licensing and Expansion Risks [high — regulatory]: The company operates in 28 states and plans to expand to a majority of U.S. states by the end of 2025. Failure to obtain or maintain necessary licenses in these states could significantly hinder revenue growth and operational capacity. Additionally, the planned application for a drug export permit in Q4 2025 introduces further regulatory hurdles.
• Telehealth Platform Launch and Adoption [medium — operational]: PMHS is launching two new telehealth platforms, SlimRx™ and PoloMeds™, in Q4 2025. The success of these platforms depends on effective execution of the launch, user adoption, and integration with existing pharmacy operations. Any technical issues or slower-than-expected market acceptance could impact revenue projections.
• Debt Conversion and Future Financing [medium — financial]: As of June 30, 2025, the company had outstanding debt totaling $1,257,549.74 ($808,875.30 from Reprise Management, Inc. and $450,000 from CWR 1, LLC). While these were converted into Series A Convertible Preferred Stock or amended, the company's ability to manage its capital structure and potentially secure future financing remains a consideration.
• Competition in Specialty Pharmacy and Telehealth [medium — market]: The specialty pharmacy market and the emerging telehealth sector are highly competitive. PMHS faces competition from established players and new entrants. The success of its differentiated offerings, such as compounded semaglutide and specialized telehealth services, will be crucial in capturing market share.
• Selling Stockholder Resale and Market Impact [low — legal]: The registration of 5,114,497 shares for resale by existing stockholders could lead to increased selling pressure on the common stock, potentially impacting its price. The current low trading price of $0.20 per share on the OTCID Basic Market suggests limited liquidity and investor demand.

Industry Context

Polomar Health Services operates within the highly competitive specialty pharmacy and rapidly growing telehealth sectors. The specialty pharmacy market is characterized by high-value, complex medications requiring specialized handling and patient support. The telehealth segment is experiencing significant expansion, driven by technological advancements and increasing consumer demand for convenient healthcare access. PMHS aims to leverage its compounding expertise and expand its reach through new telehealth platforms.

Regulatory Implications

The company faces significant regulatory oversight related to pharmacy licensing across multiple states and the planned application for a drug export permit. Compliance with varying state regulations for compounding and dispensing is critical. The introduction of telehealth platforms also brings new regulatory considerations regarding patient privacy (HIPAA), prescribing practices, and interstate telehealth service provision.

What Investors Should Do

1. Monitor state licensing approvals and expansion progress.
2. Evaluate the success and adoption rates of SlimRx™ and PoloMeds™.
3. Assess the impact of selling stockholder share resales.
4. Analyze the company's ability to manage its capital structure post-debt conversion.

Key Dates

• 2024-09-30: Reverse recapitalization merger with Polomar Pharmacy completed — This transaction formed the basis of the current Polomar Health Services, Inc. entity, consolidating operations and assets.
• 2024-10-09: Cancellation of 50,000,000 common shares held by CWR 1, LLC — This action reduced the total number of outstanding shares, potentially impacting per-share metrics and ownership structure.
• 2025-06-30: Outstanding loan principal and accrued interest reported — Provides a snapshot of the company's debt obligations prior to their conversion or amendment, highlighting financial leverage.
• 2025-Q4: Planned launch of SlimRx™ and PoloMeds™ telehealth platforms — Represents a significant strategic initiative to diversify revenue streams and expand service offerings into new markets.
• 2025-Q4: Planned application for a drug export permit — Indicates an intention to expand international reach, which could open new growth avenues but also introduces additional regulatory complexities.
• 2025-end: Planned expansion to a majority of U.S. states — Demonstrates aggressive growth strategy for the core pharmacy business, requiring significant operational and licensing efforts.

Glossary

Reverse Recapitalization Merger

A transaction where a private company merges with a public shell company, effectively taking the private company public and often resulting in a change of control and significant restructuring of equity. (This was the mechanism by which Polomar Health Services, Inc. became a publicly reporting entity.)

Compounding Pharmacy

A pharmacy that prepares customized medications for individual patients based on a prescription from a licensed healthcare practitioner. (This is the core business of Polomar Specialty Pharmacy, differentiating it from traditional retail pharmacies.)

Telehealth Platforms

Digital services that allow patients to consult with healthcare providers remotely, often via video, phone, or messaging, and can include prescription fulfillment. (These are new ventures for PMHS, aiming to expand its service model and reach.)

Series A Convertible Preferred Stock

A class of preferred stock that can be converted into a predetermined number of common stock shares, often used in financing rounds. (The company converted its outstanding debt into this type of stock, impacting its capital structure.)

OTCID Basic Market

A quotation service for over-the-counter (OTC) securities, often used by smaller companies that do not meet the listing requirements of major stock exchanges. (This is where PMHS's common stock is currently quoted, indicating its listing status.)

Selling Stockholders

Existing shareholders who are registering their shares with the SEC to sell them in the public market. (The current S-1 filing is primarily to allow these stockholders to resell their shares.)

Year-Over-Year Comparison

This S-1 filing represents a significant update from any prior filings, primarily due to the recent reverse recapitalization merger completed on September 30, 2024. Key changes include the formation of the current corporate structure, the cancellation of 50,000,000 shares by CWR 1, LLC, and the conversion of substantial outstanding debt into preferred equity. The filing also outlines aggressive new strategic initiatives, including the launch of two telehealth platforms and significant geographic expansion plans, which were not present in previous reporting periods.

Key Financial Figures

• $0.001 — 4,497 shares of common stock, par value $0.001 per share ("Common Stock"), of Polomar
• $0.20 — ll the Common Stock at a fixed price of $0.20 per share until the shares of Common St
• $350,000 — ("CWR") for aggregate consideration of $350,000 (collectively referred to as the "Fastb
• $700,000 — greed to loan to Polomar Pharmacy up to $700,000 in one or more advances from time to ti
• $522,788 — al draw under the Note in the amount of $522,788 was made, which funds were used to repa
• $808,875.30 — rincipal amount of the Reprise Note was $808,875.30 plus accrued interest of $88,674.44. Al
• $88,674.44 — as $808,875.30 plus accrued interest of $88,674.44. Also, on June 30, 2025, Reprise exchan
• $300,000 — so, on June 30, 2025, Reprise exchanged $300,000 of the amount due and owing under the R
• $597,549.74 — that the remaining principal balance of $597,549.74 of the Reprise Note shall be subject to
• $250,000 — CWR agreed to loan to the Company up to $250,000 in one or more advances from time to ti
• $157,622.56 — raw under the CWR Note in the amount of $157,622.56 was made, which funds are being used to
• $450,000 — ng principal amount of the CWR Note was $450,000, inclusive of all accrued interest. On
• $150,000 — ial terms: The Company may draw up to $150,000 per the terms of the Second CWR Note. T
• $113,000 — of the Second CWR Note in the amount of $113,000. CWR, an affiliate of the Company, ow
• $100,000 — ial terms: The Company may draw up to $100,000 per the terms of the Profesco Note. T

Filing Documents

• forms-1.htm (S-1) — 1761KB
• ex5-1.htm (EX-5.1) — 14KB
• ex10-14.htm (EX-10.14) — 104KB
• ex21-1.htm (EX-21.1) — 2KB
• ex23-1.htm (EX-23.1) — 4KB
• ex107.htm (EX-FILING FEES) — 40KB
• form10-k_001.jpg (GRAPHIC) — 6KB
• form10-k_002.jpg (GRAPHIC) — 4KB
• ex5-1_001.jpg (GRAPHIC) — 36KB
• ex23-1_001.jpg (GRAPHIC) — 3KB
• ex23-1_002.jpg (GRAPHIC) — 3KB
• 0001493152-25-013514.txt ( ) — 5824KB
• pmhs-20250630.xsd (EX-101.SCH) — 25KB
• pmhs-20250630_cal.xml (EX-101.CAL) — 38KB
• pmhs-20250630_def.xml (EX-101.DEF) — 166KB
• pmhs-20250630_lab.xml (EX-101.LAB) — 239KB
• pmhs-20250630_pre.xml (EX-101.PRE) — 202KB
• forms-1_htm.xml (XML) — 652KB
• ex107_htm.xml (XML) — 5KB

Use of Proceeds

Use of Proceeds 18 Selling Stockholders 19 Plan of Distribution 20

Description of Securities

Description of Securities 21 Market Price of and Dividends on Common Stock and Related Stockholder Matters 24

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 25

Legal Proceedings

Legal Proceedings 35 Board of Directors and Management 35

Executive Compensation

Executive Compensation 39

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 46 Certain Relationships and Related Transactions 47 Legal Matters 48 Experts 48 Where You Can Find More Information 48

Financial Statements

Financial Statements F-1 i ABOUT THIS PROSPECTUS Unless the context otherwise requires or indicates, all references to "we", "us", "our", "ourselves", "the Company," and "Polomar" refer to Polomar Health Services, Inc. a Nevada corporation, (formerly known as Trustfeed Corp. and prior to that, Healthmed Services Ltd. and Telemax Communications) and, as the context may require, its consolidated subsidiaries. References to our "Common Stock" refer to the common stock, par value $0.001 per share, of Polomar. You should rely only on the information contained in this prospectus. Neither we nor any of the Selling Stockholders have authorized any other person to provide you with different or additional information. Neither we nor any of the Selling Stockholders take responsibility for, nor can we provide assurance as to the reliability of, any other information that others may provide. The information contained in this prospectus is accurate only as of the date of this prospectus or such other date stated in this prospectus, and our business, financial condition, results of operations and/or prospects may have changed since those dates. This prospectus contains summaries of certain provisions contained in some of the documents described in this prospectus, but reference is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some of the documents referred to in this prospectus have been filed, will be filed, or will be incorporated by reference as exhibits to the registration statement of which this prospectus is a part, any you may obtain copies of those documents as described under " Where You Can Find More Information ." Neither we nor any of the Selling Stockholders are making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Except as otherwise set forth in this prospectus, neither we nor any of the Selling Stockholders hav

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