OTC: PMHS
Polomar Health Services, Inc.CIK 0001265521 · Pharmaceutical Preparations
The Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL, pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar Pharmacy is also licensed as a Special Sterile Compounding Pharmacy, permit #PH35277, which… About this business →
Each report below shows a 3-bullet preview. Free accounts read 3 full reports a month — narrative summary, section diffs, and EDGAR-cited quotes.
Sign up freeWant to see a complete report first? Today's free report (ORIB 10-K) is open in full — no account needed.
Summary not yet generated.
Summary not yet generated.
Partner
Trade PMHS commission-free
Open an account, get a free stock.
Investing involves risk. Free stock terms apply.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
Summary not yet generated.
About Polomar Health Services, Inc.
Source: Item 1 (Business) from the 10-K filed May 6, 2026. Description as filed by the company with the SEC.
Item
1. Description of Business.
General
The
Company operates Polomar Specialty Pharmacy, LLC, a State of Florida licensed retail compounding pharmacy, located in Palm Harbor, FL,
pursuant to license # PH35196 (“Polomar Pharmacy”). Polomar 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. The 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 state licensed physicians and other licensed healthcare professionals including physician
assistants and nurse practitioners. The Company is presently licensed and authorized to fulfill and deliver compounded prescribed medications
in 28 states. Polomar Pharmacy is actively seeking licenses and authorization in other states and expects to be able to provide prescription
medications in additional U.S. states by the end of the second quarter of 2026.
Prior
to the September 30, 2024 merger between the Company and Polomar Pharmacy (as described more fully below under “Polomar Pharmacy
Merger”), Polomar Pharmacy’s business was concentrated on providing compounded dermatological prescription medications
for topical delivery. Polomar Pharmacy’s exclusive dermatological formulations, co-developed by a board-certified dermatologist
for the treatment of acne, alopecia areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin conditions, were
primarily fulfilled on behalf of local dermatologists with limited interstate prescription delivery. In early 2024, Polomar Pharmacy
commenced the construction of clean rooms to allow for the dispensing of sterile compounded drugs. Polomar Pharmacy received its Special
Sterile Compounding Permit in August of 2024. Polomar Pharmacy continued to primarily fulfill prescriptions for compounded dermatological
drugs and has, on a limited basis, fulfilled prescriptions for sterile compounded GLP-1 agonists for subcutaneous injection. On September
26, 2025, the Company executed a one-year non-exclusive pharmacy services agreement with CareValidate, Inc. (“CareValidate”)
to fulfill GLP-1 agonist prescriptions for CareValidate’s network of on-line clinics. Polomar began fulfilling prescriptions for CareValidate on October 6, 2025, and we have received and expect to continue
to receive revenue from this customer.
Read full description ↓
Polomar
Pharmacy has experienced significant losses from operations as a result of a decline in revenues and increased labor costs. The
decline in revenues is primarily due to a change in Polomar Pharmacy’s business model from local fulfillment of compounded
dermatological formulations to online fulfillment of GLP-1 agonist and erectile dysfunction drugs. Polomar Pharmacy’s
operations are highly dependent on third-party utilization of Polomar Pharmacy’s compounded drug formulations. Polomar
Pharmacy has experienced continuing delays in fully developing its compounded product formulations, manufacturing delays due to
unexpected supply chain issues for imported active pharmaceutical ingredients and related products excipients, which have been
satisfactorily resolved as of the fourth quarter of 2025, and logistical challenges resulting from transitioning from a local fulfillment to national fulfillment
business model. The Company has had insufficient access to capital to successfully implement its business plan.
The
Company also owns SlimRx™ (www.slimrx.com), a weight loss focused online platform that the Company plans to launch
in the second quarter of 2026, that will connect patients with licensed healthcare providers to prescribe weight loss medications
such as semaglutide and tirzepatide compounded with vitamin B-12 and other complementary compounded weight loss formulations
(VitaSlim™ and VitaSlim Plus™), including adjunctive therapies utilizing our proprietary metformin
gummy formulation. SlimRx filed an application for statutory trademark protection on August 29, 2024. In April of 2025, the Company
received an “Action Letter” from the U.S. Patent and Trademark Office (“USPTO”) requiring the Company to
show the applied for mark being used in commerce, and to amend its description of goods. On October 24, 2025, the Company filed a
response with the USPTO amending its description of goods and changing its intent to use. The Company amended its trademark
application and the USPTO issued a Notice of Publication for the SlimRx trademark on December 17, 2025. Any prescriptions issued via
SlimRx will be compounded and fulfilled by Polomar Pharmacy.
An
integral part of the Company’s business model is to provide prescription fulfillment services to third party web based tele-health
platforms. The Company has executed a contract with ForHumanity Health, Inc. for our licensed inhalable sildenafil drug and with CareValidate
for sterile GLP-1 agonist weight loss drugs. All prescriptions delivered to patients pursuant to the terms of the respective agreements
will be fulfilled by Polomar Pharmacy. This “wholesale” part of the Company’s business is expected to experience steady
growth over the next twelve to eighteen months as the Company adds additional customers and fulfillment capacity.
Competition
The Company faces strong
competition in the on-line prescription fulfillment marketplace, particularly for GLP-1 agonist weight loss drugs and erectile dysfunction
formulations as industry leaders Hims/Hers and Ro currently control a significant market share for these drugs. Hims/Hers and Ro currently
dispense their GLP-1 drugs (semaglutide and tirzepatide) via traditional drug vials and use of a syringe requiring the patient to manually
fill the syringe with the drug prior to injection. We believe our pre-filled injection pen system will provide an easier, better, and
more comfortable user experience thereby providing us a potential marketing advantage.
1
Eli Lily and Company, the
manufacturer of Mounjaro and Zepbound (Tirzepatide) competes directly with us through Lilly Direct, an online platform that delivers prescribed
medications directly to the patient. Based on publicly available information, we believe that where both Mounjaro and Zepbound can cost
more than $1,100 per month when fulfilled by a traditional pharmacy, as of August 27, 2025, Lilly Direct is offering Zepbound directly
to the customer at between $399 and $549 (depending on dose prescribed) per month, a significant discount over local pharmacies. This
discounted medication is delivered to the patient by Lilly Direct in single use vials with a syringe instead of an injector pen. This
requires the patient to manually measure and fill the syringe prior to injection. We expect that our pre-filled injection pens will be
a more attractive delivery system for most patients, and we will be competitive on pricing.
We believe that both Hims/Hers
and Ro currently sub-contract their prescription fulfillment to other licensed compounding pharmacies as neither owns their own pharmacy.
Hims/Hers and Ro are also active in promoting hair loss treatment and the treatment of dermatological conditions. While both Hims/Hers
and Ro presently have a significant marketing advantage over us, we believe that our integrated platform delivering telemedicine to patients
and directly fulfilling prescription may provide an advantage and is likely to provide better margins on the products we sell.
Our direct competition is
limited. Levity Healthcare, Inc., launched in 2023, and their related company ZipHealth, Inc. (Florida licensed pharmacy), has been in
operation since 2019, providing similar compounding services as we do, utilizing their own provider group, offering weight loss drugs
and consultation through JoinLevity.com and prescribes other drugs at ziphealth.co. ZipHealth is presently licensed in 25 states and has
publicly announced that they expect to continue expanding. ZipHealth, like the Company, does not currently accept insurance, but plans
to do so in the future. We believe our competitive advantage over Levity/ZipHealth is the user experience. Like other competitions offering
injectable drugs, Levity delivers the medication in a sterile bottle with syringes for the consumer to manually fill just prior to injection.
We believe our pre-filled injector pen system will be more attractive to the consumer of our products.
Manufacturing
The Company
manufactures all sterile compounded injectable drugs at Polomar Pharmacy in Palm Harbor, FL pursuant to a State of Florida Special
Sterile Compounding Pharmacy permit #PH35277. Other compounded non-sterile drugs, inhaled sildenafil and sublingual sildenafil are
sourced from FDA approved, cGMP, 503B outsourcing facilities or contract drug manufacturers.
Regulatory
Polomar Pharmacy operates
pursuant to the guidelines established pursuant to Section 503A – Pharmacy Compounding of the Food, Drug and Cosmetics Act
(21 U.S.C. Chapter 9). Section 503A provides guidance to compounding pharmacies but does not establish legally enforceable responsibilities.
Regulation of the compounding pharmacy is provided by the state in which the pharmacy is physically located. Polomar Pharmacy is governed
and licensed by the Florida Board of Pharmacy (“Pharmacy Board”) as a Community Pharmacy pursuant to Fla. Stat., Chapter
465.018. Polomar Pharmacy holds sterile (#PH35277) and non-sterile (# PH35196) permits issued by the Florida Board of Pharmacy. Polomar
Pharmacy is subject to semi-annual onsite equipment inspections by inspectors designated by the Pharmacy Board and bi-annual inspections
by the Pharmacy Board to maintain the special sterile permit. Additionally, Polomar Pharmacy is subject to the respective requirements
of the non-resident compound pharmacy regulations in the 25 other states in which Polomar Pharmacy is licensed to fulfill sterile prescriptions.
Intellectual Property
The Company’s intangible intellectual property includes rights acquired
to manufacture and distribute inhaled sildenafil and other inhaled drug formulations, metformin gummies and oral GLP-1 agonists pursuant
to a certain license between the Company and Pinata, Inc. as more fully described herein below.
Corporate
History and Capital Structure
The
Company was incorporated in the State of Nevada on September 14, 2000, under the name of Telemax Communications. On or about July 24,
2003, the name was changed to HealthMed Services, Ltd. On or about September 2, 2022, the name was changed to Trustfeed Corp. (“Trustfeed”).
As a result of the change in ownership of the Company in 2021 by Fastbase, Inc., a Nevada corporation, the Company became a technology
company with access to a global database of information to provide consumers with trusted information about the companies they do business
with (the “Pre-Existing Business”).
2
However,
effective as of December 29, 2023 in accordance with a Stock Purchase Agreement, Fastbase, the then record and beneficial owner of (i)
90,437,591 shares of Common Stock of the Company, representing approximately 83% of the Company’s issued and outstanding Common
Stock (the “Common Shares”), and (ii) 500,000 shares of the Series A Convertible Preferred Stock, par value $.001 per share,
of the Company, representing 100% of the Company’s issued and outstanding shares of Preferred Stock (the “Preferred Shares”
and, with the Common Shares, the “Transferred Shares”), sold the Transferred Shares to CWR 1, LLC, a Delaware limited liability
company (“CWR”) for aggregate consideration of $350,000 (collectively referred to as the “CWR Transaction”).
Additionally, Rasmus Refer, the Company’s then chief executive officer (principal executive officer, principal accounting officer
and principal financial officer) and chairman and sole member of the Company’s Board of Directors (the “Board”), resigned
from all director (as of February 12, 2024), officer and employment positions with the Company and its subsidiaries.
Also
as of December 29, 2023, the size of the Board was increased from one director to two directors and Brett Rosen was appointed as a director
to fill the vacancy, to serve as director until the next annual meeting of stockholders of the Company, subject to his prior resignation
or removal, and until his successor is duly elected and qualified, and Mr. Rosen was appointed president, chief financial officer, secretary
and treasurer of the Company.
Upon
the consummation of the CWR Transaction on December 29, 2023, the Company experienced a change in control. The CWR Transaction and related
transactions had the following consequences:
●
New
management anticipated entering into a future transaction involving the Company, which could result in the acquisition of one or
more businesses, companies or asset classes, including but not limited to intellectual property assets and that may currently be
owned by affiliates of management.
●
The
Company’s new management evaluated the Company’s Pre-Existing Business as part of the possible future transactions, and
has suspended its operations relating to the Pre-Existing Business, with the expectation of permanently shutting down, spinning off
or assigning the Pre-Existing Business at the time of such future transaction(s).
Effective on March 21, 2024, Brett Rosen resigned from all of his officer and director positions with the Company, and he was replaced in all
such positions by Terrence M. Tierney.
Polomar
Pharmacy Merger
On
June 28, 2024, the Company, Polomar Acquisition, L.L.C., a Florida limited liability company, and wholly owned subsidiary of the Company
(“Polomar Acquisition”), and Polomar Pharmacy entered into an Agreement and Plan of Merger and Reorganization (the “Pharmacy
Merger Agreement”), pursuant to which, subject to the terms and conditions of the Pharmacy Merger Agreement, Polomar Acquisition
merged with and into Polomar Pharmacy, with Polomar Pharmacy continuing as the surviving company and a wholly owned subsidiary of the
Company (the “Polomar Pharmacy Merger”). The Polomar Pharmacy Merger was completed on September 30, 2024.
The
Polomar Pharmacy Merger is considered a “reverse recapitalization” as the historical financial statements of the Company,
the accounting acquirer, have been substituted for the historical financial statements of Trustfeed. As a result of the Polomar Pharmacy
Merger, the Company ceased commercializing the Pre-Existing Business.
On
October 9, 2024, pursuant to the terms of the Pharmacy Merger Agreement, CWR returned 50,000,000 shares of Common Stock for cancellation.
Also, in October 2024, pursuant to the terms of the Pharmacy Merger Agreement, the Company issued an aggregate of 207,414,147 (pre-split)
shares of its Common Stock to the former Polomar Pharmacy members.
3
Corporate
Actions
On
October 10, 2024, the Company filed Amended and Restated Articles of Incorporation (the “Articles”) with the Secretary of
State of the State of Nevada to effect the following actions:
1.
To change the name of the Company from Trustfeed Corp. to Polomar Health Services, Inc.;
2.
To increase the Company’s authorized shares of “blank check” preferred stock to 5,000,000; and
3.
To effect a reverse stock split with a ratio of 1-for-10.
On
November 1, 2024, the Company effected the 1 for 10 reverse stock split. Accordingly, as of November 1, 2024, there were 27,657,679 shares
of Common Stock issued and outstanding.
In
addition, the Company adopted its 2024 Equity and Incentive Compensation Plan.
Effective
December 12, 2024, the Company’s trading symbol was changed from TRFE to PMHS.
License
Agreement
On
June 29, 2024, Trustfeed executed a Know How and Patent License Agreement (the “License Agreement”) with Pinata Holdings,
Inc., a Delaware corporation (“Pinata”), as restated and amended on January 9, 2025, to license from Pinata certain patent
pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary delivery of products containing
metformin, eletriptan, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). The license is worldwide,
non-exclusive and non-transferable pursuant to the terms of the License Agreement.
The
Company is obligated to pay a royalty to Pinata ranging from ten percent (10%) to twenty percent (20%) of the net sales from products
utilizing the IP Rights containing the Ingredients.
The
License Agreement has a perpetual term, subject to the right of either party to terminate (a) if the other party commits a material breach
of its obligations under the License Agreement and fails to cure such breach and (b) at any time upon 180 days prior written notice to
the other party.
The
Company’s wholly owned subsidiary, Polomar Pharmacy, presently utilizes the licensed IP rights in its inhalable sildenafil products
and intends to use the licensed IP rights for inhalable eletriptan and a metformin gummy.
4
On
January 9, 2025, the Company entered into a Restated and Amended Know How and Patent License Agreement with Pinata Holdings, Inc., (the
“Restated Agreement”). The Restated Agreement was modified to include Polomar Pharmacy as an additional party to the Restated
Agreement and the right of the Company to sub-license the licensed intellectual property was removed from the Restated Agreement. All
other material terms of the original agreement remain unchanged.
Pinata
is an affiliate of CWR.
License
Agreement Valuation
The
Company believes that the IP rights, licensed to it by the License Agreement, will positively affect the Company’s revenue during the term of the License Agreement. Assuming
the USPTO grants patent protection to some or all of the IP Rights, then the Company can expect twenty years of statutory protection
of the IP Rights.
The
Company utilized the income approach to value the intellectual property rights licensed from Pinata. The Company, based upon contractual
obligations and sales projections provided to us by ForHumanity, Inc. (see below), projected annual gross revenues through December 31,
2029. After deducting contractual royalties due to Pinata and cost of goods sold we determined that the license had a net present value
of $9,735,000. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying
intellectual property has not as of the date of this filing been granted patent protection by the USPTO and the license is terminable
on one-hundred eighty (180) days notice by either party. The Company has elected to accelerate the amortization of our intangible assets and have reduced the carry value
to zero as more fully set forth below.
We have experienced
significant delays in bringing the licensed products to market including delays in sourcing active pharmaceutical ingredients,
particularly eletriptan, manufacturing, completing required stability and sterility testing, and delays in conducting and completing
clinical trials. As a result of these delays the launch date for our inhaled sildenafil product has been pushed back to late Q2
2026, with our metformin gummy expected in late Q3 2026 and inhaled eletriptan in early Q4 2026. Additionally, our marketing
partner, ForHumanity Health, Inc. (“FHH”) has expressed concerns regarding efficacy of the inhaled sildenafil product
and has elected not to pursue an agreement to market the metformin gummy, additionally as of the date of this filing FHH has advised the Company
of their intent to terminate and rescind the Product Fulfillment and Distribution Agreement in effect between the parties (See
Note 8 – Subsequent Events). While we seek to market and distribute the inhaled
sildenafil and metformin gummies with our other telehealth partners, we cannot guarantee that we will be able to timely and
successfully implement our sales and distribution strategies, as a result of these uncertainties and other market conditions we have
elected to accelerate the amortization of our intangible assets.
FORHumanity
Agreement
On March 11, 2025, Polomar executed a Product Fulfillment
and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025 and
as amended on September 23, 2025, and December 8, 2025 with ForHumanity, Inc., a Delaware corporation (“ForHumanity”)
and Island Group 40, LLC (“IG4”), (collectively, the “ForHumanity Agreement”).
The ForHumanity
Agreement allows ForHumanity to exclusively market (through April 30, 2026), Polomar’s previously licensed, patent pending,
inhalable sildenafil, marketed as VigorAir™. (While sildenafil and eletriptan have been approved by the FDA for
prescription use in an oral form and both medications are generally regarded as safe, the FDA has not approved our inhalable
compounded formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid
prescriptions for the above-referenced medications through Polomar Specialty Pharmacy. IG4 provides account management services on
behalf of Polomar.
The ForHumanity Agreement incorporates the following
material terms:
●
The license is for an initial
term of forty-two months and may be automatically renewed for additional terms provided ForHumanity meets certain revenue commitments
prior to the end of the initial term.
●
In
exchange for a guaranteed payment of $750,000 ($550,000 of which has been received by Polomar as of December 31, 2025), Polomar has
granted ForHumanity exclusivity to market VigorAir to potential customers through June 30, 2026. The Company may terminate the ForHumanity Agreement upon ninety (90) days written notice if average monthly sales
do not meet or exceed $100,000 per month for the period January 1 through July 31, 2026. Exclusivity may be extended
through December 31, 2026, provided ForHumanity provides at least $1,750,000 in gross revenue to Polomar during the period stay on January 1, 2026, through June 30, 2026. The ForHumanity Agreement provides for additional exclusivity extensions upon ForHumanity meeting increased revenue goals to
Polomar.
●
ForHumanity launched test marketing of VigorAir in
November 2025. In December 2025 the Company, ForHumanity and Altanine, Inc., the parent of Pinata, Inc. sponsored additional
clinical trials of our inhaled sildenafil. Preliminary trial results were received by the Company on February 12, 2026, and complete
results of the clinical trial were received on February 28, 2026 (See Note 8 – Subsequent Events).
●
As of the date of filing of the Company’s Annual Financial Statement
on Form 10-K, we have been advised by ForHumanity Health, Inc. (“FHH”) that they have suspended sales of VigorAir, their branded
version of our licensed inhalable sildenafil product. The Parties have been engaged in ongoing discussions to resolve issues
regarding product manufacturing, testing delays, marketing challenges and delays associated with ongoing clinical trials. The Company
has granted FHH forbearance on the $200,000 payment that was due the Company on January 9, 2026, while we attempt to resolve the respective
parties’ concerns . On April 23, 2026, ForHumanity advised the Company of their intent to terminate and rescind the Product Fulfillment
and Distribution Agreement in effect between the parties (See Note 8 – Subsequent Events).
Merger
with Altanine Inc.
On
July 23, 2025, the Company, Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company (“Merger
Sub”) and Altanine Inc., a Nevada corporation (“Altanine”), entered into an Agreement and Plan of Merger and Reorganization
(the “Altanine Merger Agreement”), pursuant to which, subject to the terms and conditions of the Altanine Merger Agreement,
Merger Sub will merge with and into Altanine, with Altanine continuing as the surviving company (the “Surviving Company”)
and a wholly owned subsidiary of the Company (the “Altanine Merger”).
5
At
the effective time of the Altanine Merger (the “Altanine Effective Time”), each one share of Altanine common stock shall
be automatically converted into the right to receive one share of Common Stock of the Company, and each one share of Altanine preferred
stock shall be automatically converted into the right to receive one share of Company preferred stock, in each case subject to adjustment
(collectively, the “Altanine Exchange Ratio”).
Following
the consummation of the Altanine Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80%
of the then-issued and outstanding shares of Common Stock of the Company and current common stockholders of the Company are expected
to own an aggregate of approximately 20% of the then-issued and outstanding shares of Common Stock of the Company. The Company also agreed
to assume Altanine’s existing incentive plan, and all outstanding options granted by Altanine, as adjusted by the Altanine Exchange
Ratio. Additionally, at the Altanine Effective Time, all unexercised and unexpired warrants to purchase shares of Altanine common stock
or preferred stock, then outstanding shall be converted into and become a warrant to purchase the Company’s Common Stock, as adjusted
by the Altanine Exchange Ratio.
The
Company agreed to assume all unconverted and unexpired promissory notes of Altanine, except that the conversion terms will be adjusted
for the Altanine Exchange Ratio and such notes will be convertible into the Company’s Common Stock.
Immediately
following the closing of the Altanine Merger (the “Altanine Closing”), the composition of the Board shall be comprised of
four appointees by Altanine, who shall initially be George Hornig, George Caruolo, Alexandra Peterson, and Gabrielle Toledano, and one
appointee by the Company, who shall initially be Gabriel Del Virginia. Furthermore, the Board shall (a) appoint George Hornig as the
Chairman of the Board, (b) accept the resignation of Terrence M. Tierney as Chief Executive Officer and President; (c) appoint Charles
Andres, Jr., Altanine’s current Chief Executive Officer (“CEO”), as the CEO of the Company; and (d) appoint Mr. Tierney
as Executive Vice President and Chief Administrative Officer. Mr. Tierney will continue in the role of Secretary.
The
Altanine Merger Agreement contains covenants of the parties, including: (a) the requirement to take all reasonable steps to consummate
the Altanine Merger, (b) restrictions on the conduct of the Company’s and Altanine’s respective businesses; (c) to use commercially
reasonable efforts to prepare and submit a listing application to Nasdaq for the Surviving Company and to cause the Company’s Common
Stock to be approved for listing (the “Nasdaq Listing Application”); (d) for the Company to use its best efforts to enter
into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to the Company and Altanine; and (e)
for the Company to adopt an amended Independent Director Compensation Policy to be in effect as of the Altanine Closing in form and substance
agreeable to Altanine.
The
Altanine Closing is subject to certain conditions, including (i) the Company having obtained the affirmative written consent of a supermajority
of its disinterested stockholders in favor of the adoption of the Altanine Merger Agreement and the transactions contemplated thereby,
(ii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by each of the Company and Altanine
and the compliance by each of the Company and Altanine with their respective obligations under the Altanine Merger Agreement, (iii) approval
of the transactions contemplated by the Altanine Merger Agreement by any third-parties and governmental entities as may be required by
law, (iv) the absence of any law or judgment prohibiting or making the Altanine Merger unlawful, (v) the receipt of a PCAOB compliant
audit of Altanine for the fiscal years ending December 31, 2025 and 2024 and required unaudited financial statements under applicable
rules of the SEC.
As
of the date of this filing the Altanine Merger has not closed.
Our
address is 32866 US Hwy. 19 N, Palm Harbor, FL 34684.
6
Smaller
Reporting Company
The
Company is a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act. There are certain exemptions available
to us as a smaller reporting company, including: (1) not being required to comply with the auditor attestation requirements of Section
404(b) of the Sarbanes Oxley Act; (2) scaled executive compensation disclosures; and (3) the requirement to provide only two years of
audited financial statements, instead of three years. As long as we maintain our status as a “smaller reporting company”,
these exemptions will continue to be available to us.
Human
Capital
As
of December 31, 2025, we have six full time employees, and two part time employees. As necessary, we will engage consultants to provide
services to the Company, including regulatory, legal and corporate services. We expect to be subject to labor laws and regulations in
the U.S. as we grow our operations. These laws and regulations would principally concern matters such as paid sick days, length of the
workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay and other conditions of employment.
We
presently do not have pension, health insurance, annuity or other employee benefits; however, we intend to adopt some or all of such
employee benefits in the future. There are presently no personal benefits available to any officers, directors, or employees. Our employees
are all based in the United States, at our offices located in Florida, California and New York or operating remotely. These employees
oversee day-to-day operations of the Company. We are subject to labor laws and regulations that apply to our employees located in our
Florida, California and New York offices. These laws and regulations principally concern matters such as pensions, paid annual vacation,
paid sick days, length of the workday and work week, minimum wages, overtime pay, insurance for work-related accidents, severance pay
and other conditions of employment.
We
believe we will be able to attract and retain top talent by creating a culture that challenges and engages our employees, offering them
opportunities to learn, grow and achieve their career goals.
We
believe that we provide competitive compensation for our employees. We may also offer annual bonuses and stock-based compensation for
eligible employees.
We
aim to provide our employees with advanced professional and development skills, so that they can perform effectively in their roles and
build their capabilities and career prospects for the future.
We
strive to encourage a diversity of views and to create an equal opportunity workplace. None of our employees are represented by a labor
union or covered by a collective bargaining agreement. We consider our relationship with our employees to be satisfactory.