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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 30, 2024
Trustfeed
Corp.
(Name
of registrant in its charter)
| Nevada |
|
000-56555 |
|
86-1006313 |
| (State
or jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
10940
Wilshire Boulevard, Suite 705
Los
Angeles, CA 90024
(Address
of principal executive offices)
212-245-3413
(Registrant’s
telephone number)
(Former
name or former address, if changed since last report.)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
Registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of exchange on which registered |
| N/A |
|
N/A |
|
N/A |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
TABLE
OF CONTENTS
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
STATEMENTS
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,” “estimate,” “predict,” “project,” “potential,” “target,”
“seek,” “contemplate,” “continue” and “ongoing,” or the negative of these terms, or other
comparable terminology intended to identify statements about the future. These statements involve known and unknown risks, uncertainties
and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from
the information expressed or implied by these forward-looking statements. Although we believe that we have a reasonable basis for each
forward-looking statement contained in this Report, we caution you that these statements are based on a combination of facts and factors
currently known by us and our expectations of the future, about which we cannot be certain.
Forward-looking
statements are based on management’s current expectations, estimates, forecasts and projections about our business and the industry
in which we operate, and management’s beliefs and assumptions are not guarantees of future performance or development and involve
known and unknown risks, uncertainties and other factors that are in some cases beyond our control. You should refer to the “Risk
Factors” section of this Report for a discussion of important factors that may cause our actual results to differ materially from
those expressed or implied by our forward-looking statements. As a result of these factors, we cannot assure you that the forward-looking
statements in this Current Report will prove to be accurate. Furthermore, if our forward-looking statements prove to be inaccurate, the
inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these
statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time
frame, or at all.
These
forward-looking statements speak only as of the date of this Current Report. Except as required by law, we assume no obligation to update
or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however,
review the factors and risks and other information we describe in the reports we will file from time to time with the SEC after the date
of this Current Report.
Item
1.01. Entry into Material Definitive Agreement.
The
information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.
Item
2.01. Completion of Acquisition or Disposition of Assets.
Acquisition
of Polomar
On
June 28, 2024, we entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger
Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company, and our wholly owned subsidiary (“Merger
Sub” or “PAL”) and Polomar and the beneficial stockholders of Polomar to acquire 100% of the issued and outstanding
membership interests of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant
to the terms of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership
Interests, were exchanged for shares of our common stock, par value $0.001 per share, based on the exchange ratio of 2,074,141.47 shares
of our common stock for every one percent of Polomar Membership Interests. We refer herein to the transactions contemplated by the Merger
Agreement, collectively, as the Acquisition. Accordingly, we acquired 100% of Polomar in exchange for the issuance of shares of our common
stock and Polomar became our wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), CWR 1, LLC, the
Company’s majority owner with an 83.3% beneficial ownership stake in the Company Pre-Closing, transferred back to the Company
and canceled 50,000,000 shares of our common stock owned beneficially and of record by it as part of the conditions to Closing. The foregoing
description of the Merger Agreement is not complete and is subject to, and qualified in its entirety by, the full text of the Merger
Agreement, which was filed as Exhibit 2.1 to our Current Report on Form 8-K, filed with the SEC on July 2, 2024, the terms of which are
incorporated herein by reference, and the full text of the Waiver and Amendment Agreement dated as of September 30, 2024, which amended
certain terms of the Merger Agreement and which is filed as Exhibit 2.2 to this Form 8-K, the terms of which are incorporated herein
by reference.
Exchange
of Polomar Membership Interests
At
the Closing, each one percent of Polomar Membership Interests outstanding immediately prior to the Closing was converted into the right
to receive 2,074,141.47 shares of our common stock, with all fractional shares rounded up to the nearest whole share. Accordingly, we
issued an aggregate of approximately 207,414,147 shares of our common stock for all of the then-outstanding Polomar Membership Interests.
Directors
and Officers of the Company
In
connection with the Acquisition, all of the managers and officers of Polomar were deemed to have resigned from all positions as we became
the managing member of Polomar, and our board of directors and executive officers from immediately prior to the Acquisition remained
immediately subsequent to the closing of the Acquisition. Identification of our directors and officers, including biographical information
for each of them, is included elsewhere in the “Management” section of this Current Report.
Aggregate
Beneficial Ownership of our Common Stock After the Acquisition
Immediately
prior to the Closing, affiliates of CWR 1, LLC (“CWR”), the Company’s majority owner with an 83.3% beneficial ownership
stake in the Company immediately prior to the Closing, owned an aggregate of approximately 45.6% of Polomar’s Membership Interests.
Other than the foregoing, as further described elsewhere in this Current Report on Form 8-K or contemplated by the Merger Agreement,
there were no material relationships between the management of Polomar and our management. After the Closing, and after giving effect
to the issuance of the shares of our common stock to the former members of Polomar, as well as the cancellation of 50,000,000 shares
of common stock held by CWR pursuant to the terms of the Merger Agreement, the number of shares of our common stock issued and outstanding
was approximately 276,552,196. Also following the Closing, the former holders of Polomar Membership Interests own, directly or indirectly,
approximately 75% of our outstanding common stock (but not including shares of outstanding common stock in Trustfeed already held by
CWR 1 prior to the Closing). See “Security Ownership of Certain Beneficial Owners and Management” and “Certain Relationships
and Related Transactions, and Director Independence” elsewhere in this Item 2.01.
The
foregoing description is a summary of the material terms of the Acquisition and the terms of the Merger Agreement are not intended to
modify or supplement any factual disclosures about us or Polomar in any public reports filed by us with the Securities and Exchange Commission,
or the SEC. The representations, warranties, and covenants contained in the Merger Agreement were made only for purposes of the Merger
Agreement as of the specified dates set forth therein, were solely for the benefit of the parties to the Merger Agreement and
are subject to limitations agreed upon by the parties to the Merger Agreement. Moreover, certain representations and warranties in the
Merger Agreement have been made for the purposes of allocating risk between the parties to the Merger Agreement instead of establishing
matters of fact. Accordingly, the representations and warranties in the Merger Agreement may not constitute the actual state of facts
about us or Polomar. The representations and warranties set forth in the Merger Agreement may also be subject to a contractual standard
of materiality different from the actual state of facts. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in our public
filings with the SEC.
FORM
10 INFORMATION
As
disclosed elsewhere in this Current Report on Form 8-K, Trustfeed acquired Polomar at the consummation of the Acquisition. Item 2.01(f)
of Form 8-K provides that if the Company was a shell company, other than a business combination related shell company (as those terms
are defined in Rule 12b-2 under the Exchange Act) immediately before the Acquisition, then the Company must disclose the information
that would be required if the Company were filing a general form for registration of securities on Form 10 under the Exchange Act reflecting
all classes of the Company’s securities subject to the reporting requirements of Section 13 of the Exchange Act upon consummation
of the Acquisition.
Although
Trustfeed has taken the position that it is not a shell company, we are providing below the information that we would be required to
disclose on Form 10 under the Exchange Act if we were to file such form, except that pursuant to Item 9.01(a)(4) of Form 8-K, the
Company intends to file the financial information required by paragraph (a) of Item 9.01 as an amendment to this Form 8-K within
seventy-one days of the date of the filing of this Current Report on Form 8-K with the Securities and Exchange
Commission.
Please note that, unless the context otherwise
requires, the information provided below relates to the combined Company after the Acquisition.
ITEM
1
DESCRIPTION
OF THE BUSINESS
Corporate
History and Background
We
were 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. The Company had no operations and in accordance with Accounting Standards Codification
(ASC) Topic 915 was considered to be in the development stage.
On
April 16, 2021, Fastbase, Inc., a Nevada corporation (“Fastbase”), and SCI Inc. entered into a Share Purchase Agreement with
Mr. James Shipley, the owner 50,000,000 shares of Series A Convertible Preferred Stock in Trustfeed Corp. (“Trustfeed” or
the “Company”) for the purchase of 4,750,000 shares of Series A Convertible Preferred Stock for cash consideration of $108,200
USD. Mr. Shipley agreed to cancel 45,000,000 shares in the process. The transaction closed on April 21, 2021.
On
the same date, Mr. Shipley, the Company’s then majority shareholder, officer and director, resigned as President, Secretary, Treasurer,
and Director of the Company at which time Rasmus Refer, the CEO of Fastbase, Inc., was appointed to these positions.
On
September 14, 2021, Trustfeed entered into a Contribution Agreement (the “Contribution Agreement”) with Fastbase for the
acquisition of certain assets of Fastbase in exchange for shares of super voting preferred stock in the Company. The assets were associated
with Fastbase’s review platform giving access to value information about products, which includes proprietary software to crawl,
organize, verify, with A.I. rendering, algorithms to do data mining, and an A.I. rendering database of companies, websites, contacts
and approximately 500,000 products descriptions. The Company paid for the assets contributed by issuing to Fastbase 45,000,000 shares
of the Company’s Series A Convertible Preferred Stock. As a result of these transactions, there was a change in control of the
Company and Fastbase acquired voting control over all aspects of the Company, including the election of directors, and other corporate
actions of the Company that require shareholder approval.
On
September 2, 2022, Trustfeed conducted a reverse split in which each shareholder was issued one common share in exchange for every two
thousand common shares of their then-currently issued common stock. On the market effective date of the reverse split, September 2, 2022,
there were a total of 266,157 issued and outstanding shares of common stock. In addition to the reverse split, the Company changed its
name to Trustfeed Corp.
On
October 26, 2022, Fastbase requested that the board of directors cancel and return to unissued capital stock, the remaining shares of
its Series A Convertible Preferred Stock, such that it would hold 500,000 shares of Series A Convertible Preferred Stock after the transaction.
On November 4, 2022, Trustfeed cancelled all outstanding shares of Series A Preferred Stock, save 500,000 shares of Series A Convertible
Preferred Stock which were outstanding and then held by Fastbase.
Also
on November 4, 2022:
| |
● |
Trustfeed
reduced its authorized shares of common stock, par value $0.001 per share, from 1,000,000,000 shares to 295,000,000 shares. Trustfeed
also reduced the authorized shares of preferred stock, par value $0.001 per share, from 75,000,000 shares to 500,000 shares. As of
November 4, 2022, Trustfeed had authorized 295,000,000 shares of common stock and 500,000 shares of preferred stock, each with par
value of $0.001 per share. |
| |
● |
Trustfeed
amended and restated its Certificate of Designation for the Series A Preferred Stock to reduce the number of authorized shares of
preferred stock designated and available from 50,000,000 shares to 500,000 shares, with the same conversion ratio of 20 shares of
common stock for every share of Series A Preferred Stock. |
| |
● |
Trustfeed
filed Certificates of Withdrawal in Nevada to withdraw the Certificates of Designation for Series B Preferred Stock and Series C
Preferred Stock. Following the transaction, the only designated and outstanding shares of preferred stock are the Company’s
Series A Preferred Stock. |
Historically,
Trustfeed was in the business of acquiring, leasing, and licensing growers for the cultivation and production (processing and distribution
of cannabis and cannabis-related products within an incubator environment). The Company was also in the business of renewable fresh water
and real estate. As a result of the change in ownership of the Company in 2021 by Fastbase, 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”).
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 for aggregate consideration of
$350,000 (collectively referred to as the “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 Transaction on December 29, 2023, the Company experienced a change in control. The 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 be owned by affiliates
of management. |
| |
● |
The
Company’s new management evaluated the Company’s Pre-Existing Business as part of these possible future transactions,
and in the meantime, suspended our 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
as of 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.
On
June 28, 2024, Trustfeed, PAL and Polomar executed an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
with PAL as the “Merger Sub” merging with and into Polomar with Polomar as the surviving entity (“Surviving Company”)
and a wholly owned subsidiary of Trustfeed.
On
June 29, 2024, we executed a Know How and Patent License Agreement, as amended, with Pinata Holdings, Inc. (“Pinata”), to
license from Pinata certain patent pending intellectual property rights and know how (the “IP Rights”) regarding the proprietary
delivery of products containing metformin, sumatriptan, semaglutide, liraglutide and sildenafil (the “Ingredients”). It is
the Company’s intention to utilize the IP Rights in products expected to be manufactured and distributed by us post-Acquisition.
Effective
as of August 16, 2024, we entered into a Promissory Note and Loan Agreement (the “Note”), as the borrower, with CWR 1, as
the lender. Pursuant to the Note, CWR 1 agrees to loan to the Company up to $250,000 in one or more advances from time to time. An initial
draw under the Note in the amount of $157,622.56 was made, which funds are being used to repay the Lender all amounts due to Lender pursuant
to prior undocumented loans provided by Lender to the Company. As of September 30, 2024, the outstanding principal amount of the Note
is $197,122.56 plus accrued interest of $3,173.34 The outstanding principal, and any and all accrued and unpaid interest
with respect to the Note, is due and payable on July 31, 2025. CWR and its affiliates are the record owners of a majority of the voting
stock of the Company, both prior to and subsequent to the Closing, and is an affiliate of Daniel Gordon and of GLD Partners, LP. (“GLDLP”).
Mr. Gordon is the majority shareholder of GLD Management, Inc., the general partner of GLDLP, affiliates of which own CWR, and, as such,
may be deemed to beneficially own shares held directly by CWR.
Trustfeed
had previously filed, on August 1, 2024, a Definitive Form 14C with the SEC providing notice and describing the following corporate actions
to be taken by the Company pursuant to majority shareholder and board of director approvals:
1. To
authorize and approve an amendment to the Company’s Articles of Incorporation, as amended (the “Existing Articles”),
to effect a change of name from “Trustfeed Corp.” to “Polomar Health Services, Inc.” (the “Name Change”).
2. To
authorize and approve an amendment to the Existing Articles to effect an increase in the number of authorized shares of the Company’s
“blank check” preferred stock to 5,000,000 (the “Authorized Stock Increase”).
3. To
authorize, but not require, an amendment to the Existing Articles, to effect a reverse stock split (the “Reverse Stock Split”)
with a ratio of 1-for-10.
4. To
adopt the Company’s Certificate of Amendment to the Existing Articles, which makes no material changes to our Existing Articles
other than incorporating the amendments described in Actions (1), (2) and (3) above.
5. To
adopt the Company’s 2024 Equity and Incentive Compensation Plan (the “Incentive Plan”).
As
of the filing date of this Form 8-K, none of the foregoing corporate actions have been implemented other than adoption of the Incentive
Plan. It is the intention of the Company to implement all of the other foregoing corporate actions as soon as practicable.
On
September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition
is considered a “reverse merger” as the historical financial statements of Polomar, the accounting acquirer, have been substituted
for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company
ceased commercializing the Pre-Existing 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
states and expect to be able to provide prescription medications in a majority of U.S. states by the end of 2025. We anticipate
applying for a drug export permit in early 2025.
As
part of the Acquisition, the Company acquired SlimRxTM (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 PoloMedsTM (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 areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin
conditions.
An
integral part of the Company’s business model is to provide prescription fulfillment services for third party web based tele-health
platforms. This “wholesale” part of the business is expected to experience steady growth over the next twelve to eighteen
months.
IP
and License Agreement
We
rely or intend to rely on intellectual property licensed or developed, including patents, trade secrets, trademarks, technical innovations,
laws of unfair competition and various licensing agreements, to provide our future growth, to build our competitive position and to protect
our property. As we continue to expand our intellectual property portfolio, it is critical for us to continue to invest to protect our
technology, inventions, and improvements.
We
also rely on trade secrets and unpatentable know-how that we seek to protect, in part, by confidentiality agreements. Our policy is to
require our employees, consultants, contractors, manufacturers, outside collaborators and sponsored researchers, board of directors,
and other advisors to execute confidentiality agreements upon the commencement of employment or consulting relationships with us. These
agreements provide that all confidential information developed or made known to the individual during the course of the individual’s
relationship with us is to be kept confidential and not disclosed to third parties except in specific limited circumstances. We also
require signed confidentiality or material transfer agreements from any company that is to receive our confidential information. In the
case of employees, consultants and contractors, the agreements provide that all inventions conceived by the individual while rendering
services to us shall be assigned to us as the exclusive property of our company. There can be no assurance, however, that all persons
who we desire to sign such agreements will sign, or if they do, that these agreements will not be breached, that we would have adequate
remedies for any breach, or that our trade secrets or unpatentable know-how will not otherwise become known or be independently developed
by competitors.
On
June 29, 2024, in anticipation of the Acquisition, we licensed certain proprietary, patent pending, medication ingestion technology from
Pinata Holdings, Inc. The Company believes these medical devices, which utilize an aerosol-based system, may significantly increase drug
bioavailability and thereby decrease the time required for drugs to become effective. We intend to utilize these devices in
the dispensing of diabetes medicines, erectile dysfunction medications and certain weight loss drugs.
Trademarks
include SlimRx™, Polo Meds™ and several related URLs.
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.
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.
Our
address is 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024. Our website address is www.polomarhs.com. The information
on our website is not part of this Current Report on Form 8-K.
Human
Capital
As
of September 30, 2024, we had 7 full-time employees and no part-time employees. We also use the services of consultants
as needed from time to time.
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 California, Florida 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 and California 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.
SEC
Filings
We
file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and current event reports on Form 8-K, and other information with the
SEC. The SEC maintains a website at www.sec.gov that contains reports, information statements, and other information regarding issuers
that file electronically with the SEC. You can read our SEC filings over the internet at the SEC’s website at www.sec.gov.
ITEM
1A
RISK
FACTORS
Investing
in our common stock involves a high degree of risk. Before you invest in our common stock, you should carefully consider the following
risks, as well as general economic and business risks, and all of the other information contained in this Current Report on Form 8-K.
Any of the following risks could harm our business, operating results and financial condition and cause the trading price of our common
stock to decline, which would cause you to lose all or part of your investment. When determining whether to invest, you should also refer
to the other information contained in this Current Report on Form 8-K including our financial statements and the related notes thereto.
Risks
Related to Our Business and Financial Status
We
are a development stage company with a limited operating history, making it difficult for you to evaluate our business and your investment.
Our
operations are subject to all of the risks inherent in the establishment of a new business enterprise, including but not limited to the
absence of an operating history, lack of fully-developed or commercialized products and services, insufficient capital, expected substantial
and continual losses for the foreseeable future, limited experience in dealing with regulatory issues, lack of manufacturing and marketing
experience, need to rely on third parties for the development and commercialization of our proposed products, a competitive environment
characterized by well-established and well-capitalized competitors and reliance on key personnel.
We
may not be successful in carrying out our business objectives. The revenue and income potential of our business and operations are unproven
as the lack of operating history makes it difficult to evaluate the future prospects of our business. There is nothing at this time on
which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably.
Accordingly, we have no track record of successful business activities, strategic decision-making by management, fund-raising ability,
and other factors that would allow an investor to assess the likelihood that we will be successful in our business. There is a substantial
risk that we will not be successful in fully implementing our business plan, or if initially successful, in thereafter generating material
operating revenues or in achieving profitable operations.
Since
inception, we have not established any material and recurring revenues or operations that will provide financial stability in the long
term, and there can be no assurance that we will realize our plans on our projected timetable (or at all) in order to reach sustainable
or profitable operations.
Investors
are subject to all the risks incident to the creation and development of a new business and each investor should be prepared to withstand
a complete loss of his, her or its investment. Furthermore, the accompanying financial statements have been prepared assuming that we
will continue as a going concern. We have not emerged from the development stage, and may be unable to raise further equity. These factors
raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Even
if we successfully develop and market our products and business plan, we may not generate sufficient or sustainable revenue to achieve
or sustain profitability, which could cause us to cease operations and cause you to lose all of your investment. Because we are subject
to these risks, you may have a difficult time evaluating our business and your investment in our Company.
We
are at an early stage of marketing and sales and we have limited sales history.
Our
efforts may not lead to commercially successful products, for a number of reasons, including that:
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our
products and services may not be accepted by the individuals or commercial customers; |
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we
may not have adequate financial or other resources to complete the commercialization of our products and services; and our services
may not be accepted or may have significant competition in the marketplace. |
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If
sales are delayed, we may have to raise additional capital or reduce or cease our operations. |
We
may never become profitable.
To
become profitable, we must successfully market and expand our existing and planned products and services. We may never have any significant
recurring revenues or become profitable. In order to become profitable, broad acceptance of compounding pharmaceutical services is necessary
to make them profitable, and there can be no assurance that we will attain this goal.
If
we fail to obtain additional financing, we may be unable to complete the roll-out of our business and services.
Our
operations will consume substantial amounts of cash. We expect that our monthly cash used by operations will continue to increase for
the next several years. Our ability to obtain additional financing will be subject to a number of factors, including market conditions,
commercial acceptance of our products, our operating performance and the terms of our existing indebtedness. We cannot assure you that
we will be able to raise additional funds on terms favorable to us or at all. If we raise additional funds through the sale of equity
or convertible debt securities, the ownership percentage of then existing stockholders will be reduced. In addition, any such transaction
may dilute the value of our common stock. We may have to issue securities that have rights, preferences and privileges that rank senior
to those of our common stock. The terms of any additional indebtedness may include restrictive financial and operating covenants that
would limit our ability to compete and expand. Our failure to obtain any required future financing could materially and adversely affect
our financial condition. If we do not obtain adequate short-term working capital and permanent financing, we would have to curtail the
roll-out of our business and services and adopt an alternative operating model to continue as a going concern.
Business
or economic disruptions or global health concerns could seriously harm our business.
Broad-based
business or economic disruptions could adversely affect our business. For example, in December 2019 an outbreak of a novel strain of
coronavirus originated in Wuhan, China, and has since spread around the world. To date, this outbreak has already resulted in extended
shutdowns of businesses around the world, including in the United States. We believe the scope and severity of business shutdowns or
disruptions has been significant, and as we and the third parties with whom we engage, including our suppliers and customers and other
third parties with whom we conduct business or intend to conduct business, experience shutdowns or other business disruptions, our ability
to conduct our business will likely be materially and negatively impacted.
We
are subject to significant related party short term debt and other current liabilities, which we may be unable to repay.
We
have accrued liabilities, including related party short-term loans payable and other liabilities of over $500,000 as of June 2024,
pro forma to take into account the Acquisition. We also expect to incur additional indebtedness from time to time to fund operations,
which may come from affiliates. Our operations are not currently able to generate sufficient cash flows to meet our payable and other
liabilities, which could reduce our financial flexibility, increase interest expenses, and adversely impact our operations. We may not
generate sufficient cash flow from operations to enable us to repay this indebtedness and to fund other liquidity needs, including capital
expenditure requirements. Such indebtedness could affect our operations in several ways, including the following:
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a
significant portion of our cash flows could be required to be used to service such indebtedness. |
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a
high level of indebtedness could increase our vulnerability to general adverse economic and industry conditions. |
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any
covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds,
dispose of assets, pay dividends and make certain investments. |
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a
high level of indebtedness may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore,
our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing. |
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debt
covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry, if any; and |
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any
ability to convert or exchange such indebtedness for equity in the Company can cause substantial dilution to existing stockholders
of the Company. |
Our
competitors may develop and market products that are less expensive than our product candidates.
The
markets in which we operate and intend to operate are highly competitive. It is possible that our competitors will develop and market
products and services that are less expensive, more effective or safer than our existing and planned products and services or that will
render our offerings obsolete. We expect that competition from companies in this sector will increase. Many of these competitors have
substantially greater financial, technical, research and other resources than we do. We may not have the financial resources, technical
and research expertise or marketing, distribution or support capabilities to compete successfully.
We
have an unproven business plan.
We
have an unproven business plan and do not expect to be profitable for the next several years. Before investing in our securities, you
should consider the challenges, expenses and difficulties that we will face as an early stage company seeking to develop and manufacture
new products.
We
have a history of net losses and anticipate that we will continue to incur net losses for the foreseeable future.
We
have a history of losses and anticipate that we will continue to incur net losses for the foreseeable future. Our net losses were $440,923
and $181,453 for the years ended December 31, 2023, and 2022, respectively. Our net losses were $351,210 and $180,764 for the
six months ended June 30, 2024, and 2023, respectively. As of June 30, 2024, we had an accumulated deficit of $1,921,040.
Viable
markets for our products may never develop, may take longer to develop than we anticipate or may not be sustainable.
We
must be able to develop additional commercially viable products for our business to succeed. If a viable market fails to develop or develops
more slowly than we anticipate, we may be unable to recover the losses we will have incurred to develop our products and may be unable
to achieve profitability. We will need to develop adequate marketing capabilities in order to sell our products. In addition, the development
of a viable market for our products may be impacted by many factors which are partly or totally out of our control, including:
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the
cost competitiveness of our products; |
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consumer
reluctance to try a new product; and |
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perceptions of our products’ safety or efficacy. |
We
may not meet our development and commercialization milestones.
We
have established development and commercialization milestones that we use to assess our progress toward developing a commercially viable
business. We cannot assure you that we will successfully achieve our milestones in the future or that any failure to achieve these milestones
will not result in potential competitors gaining advantages in our target market. Failure to meet our commercialization milestones might
have a material adverse effect on our operations and the value of our stock.
Our
business depends on retaining and attracting highly capable management and operating personnel.
Our
success depends in large part on our ability to retain and attract qualified management and operating personnel. To retain and attract
key personnel, we plan to use various measures, including employment agreements, a stock incentive plan and incentive payments for key
employees. These measures may not be enough to retain and attract the personnel we need or to offset the impact on our business of the
loss of the services of key officers or employees. We could face difficulty hiring and retaining qualified management and operating personnel.
If we are unable to recruit, hire, develop and retain a talented, competitive work force, we may not be able to meet our strategic business
objectives.
We
may be unable to manage rapid growth effectively.
We
expect to enter a period of growth, which will place a significant strain on our senior management team and our financial and other resources.
Our proposed expansion will expose us to increased competition, greater overhead, marketing and support costs and other risks associated
with the commercialization of a new product. Our ability to manage our growth effectively will require us to continue to improve our
operations and our financial and management information systems and to train, motivate and manage our employees. Difficulties in effectively
managing the budgeting, forecasting and other process control issues presented by such a rapid expansion could harm our business, prospects,
results of operations and financial condition.
Credit
market volatility and illiquidity may affect our ability to raise capital to finance our operations, manufacturing expansion and growth.
The
credit markets have remained illiquid despite injections of capital by the Federal government and foreign governments, and banks and
other lenders, such as equipment leasing companies, have significantly increased credit requirements and reduced the amounts available
to borrowers. Companies with low credit ratings may not have access to the debt markets until liquidity improves, if at all. If current
credit market conditions do not improve, we may not be able to access debt or leasing markets to finance our plant expansion plans.
Risks
Related to Our Intellectual Property
We
are substantially dependent on licensed patent and other proprietary rights and failing to protect such rights or to be
successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages
and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent
and other proprietary rights against others.
We
are and will continue to be materially dependent on a combination of licensed patents, trade secrets, and trademarks,
non-disclosure and non-competition agreements, and other intellectual property protections which will enable us to maintain our
proprietary competitiveness. We may also be subject to patent litigation. Patent litigation against us can result in significant
damage awards and injunctions that could prevent our manufacture and sale of affected products or require us to pay significant
royalties in order to continue to manufacture or sell affected products. At any given time, we could potentially be involved as a
plaintiff and/or as a defendant in a number of patent infringement and/or other contractual or intellectual property related
actions, the outcomes of which may not be known for prolonged periods of time. While it is not possible to predict the outcome of
such litigation, we acknowledge the possibility that any such litigation could result in our payment of significant monetary damages
and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent
and proprietary rights against others, which would have a material adverse effect on the financial condition of our business and on
our business operations.
While
we intend to defend against any threats to our intellectual property, including our patents, trade secrets, and trademarks, and while
we intend to defend against any actual or threatened breaches of our non-disclosure and non-competition agreements, we may not adequately
protect our intellectual property or enforce such agreements. Further, patent or trademark applications currently pending that are owned
by us may not result in patents or trademarks being issued to us, patents or trademarks issued to or licensed by us in the past or in
the future may be challenged or circumvented by competitors and such patents or trademarks may be found invalid, unenforceable or insufficiently
broad to protect our proprietary advantages.
Competitors
may harm our sales by designing products or offering services that mirror the capabilities of our products, or the technology contained
therein, without infringing our intellectual property rights. If we are unable to protect our intellectual property, it could have a
material adverse effect on our financial condition and business operations.
We
may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
We
rely on trade secrets to protect our proprietary know-how and technological advances, especially where we do not believe patent protection
is appropriate or obtainable. However, trade secrets are difficult to protect. We rely in part on confidentiality agreements with our
employees, consultants, and other advisors to protect our trade secrets and other proprietary information. These agreements may not effectively
prevent disclosure of confidential information and may not provide an adequate remedy in the event of unauthorized disclosure of confidential
information. In addition, others may independently discover our trade secrets and proprietary information. Costly and time-consuming
litigation could be necessary to enforce and determine the scope of our proprietary rights. Failure to obtain or maintain trade secret
protection could enable competitors to use our proprietary information to develop products that compete with our products or cause additional,
material adverse effects upon our competitive business position.
A
significant portion of our business may infringe on existing patents; Litigation regarding patents, patent applications and other proprietary
rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates
to market and harm our ability to operate.
We
dispense GLP-1 agonist drugs which include tirzepatide and semaglutide, these drugs are marketed by Eli Lilly and Company (Mounjaro
and Zepbound) and Novo Nordisk (Ozempic and Wegovy), respectively. Eli Lilly holds patent nos. US9474780 (expires January 2036) and US11357820
(expires June 2039). Novo Nordisk holds patent nos. US8129343 (expires December 2031) and US10335462 (expires June 2033). We are presently
able to dispense tirzepatide and semaglutide because certain doses of these drugs have appeared on the FDA’s drug shortage
list. On October 2, 2024, the FDA removed tirzepatide from the drug shortage list and we expect that Eli Lilly will seek to
enforce their patents for tirzepatide against compounding pharmacies that offer substantially similar formulations of the patented drugs.
Our intention, at this time is not to fulfill prescriptions for tirzepatide.
Our
commercial success will depend in part on our ability to use, sell and offer to sell our products and services without infringing patents
or other proprietary rights of third parties. Other parties may obtain patents in the future and allege that the use of our technologies
infringes these patent claims or that we are employing their proprietary technology without authorization. Likewise, third parties may
challenge or infringe upon our or our licensors’ existing or future patents.
Even
if we are successful in these proceedings, we may incur substantial costs and divert management time and attention in pursuing these
proceedings. If we are unable to avoid infringing the patent rights of others, we may be required to seek a license, defend an infringement
action or challenge the validity of the patents in court. Patent litigation is costly and time-consuming. We may not have sufficient
resources to bring these actions to a successful conclusion. In addition, if we do not obtain a license, develop or obtain non-infringing
technology, fail to defend an infringement action successfully or have our patents declared invalid, we may incur substantial monetary
damages; encounter significant delays in bringing our product candidates to market; or be precluded from participating in the manufacture,
use or sale of our product candidates or methods of treatment requiring licenses.
Risks
Related to Our Common Stock
There
is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock,
in a timely manner.
Our
common stock is currently traded on the OTC Pink market. Because there is a limited public market for our common stock, you may not be
able to liquidate your investment when you want. We cannot assure you that an active trading market for our common stock will ever develop.
There
is limited trading in our common stock, and we cannot assure you that an active public market for our common stock will ever develop.
The lack of an active public trading market means that you may not be able to sell your shares of common stock when you want, thereby
increasing your market risk. Until our common stock is listed on an national securities exchange, which we can provide no assurance,
we expect that it will continue to be listed on the OTC Pink market. An investor may find it difficult to obtain accurate quotations
as to the market value of the common stock and trading of our common stock may be extremely sporadic. For example, several days may pass
before any shares may be traded. A more active market for our common stock may never develop. In addition, if we failed to meet the criteria
set forth in SEC regulations, various requirements would be imposed by law on broker-dealers who sell our securities to persons other
than established customers and accredited investors. Consequently, such regulations may deter broker-dealers from recommending or selling
the common stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.
We
cannot assure you that our common stock will become listed on a securities exchange and the failure to do so may adversely affect your
ability to dispose of our common stock in a timely fashion.
We
plan to seek listing of our common stock on the NYSE MKT or a Nasdaq exchange as soon as reasonably practicable. We may not currently
meet the initial listing standards of any of those exchanges or any other stock exchange, and cannot assure you when or if we will meet
the listing standards, or that we will be able to maintain a listing of the common stock on any stock exchange.
The
market price and trading volume of our common stock may be volatile, which may adversely affect its market price.
The
market price of our common stock could be subject to significant fluctuations due to factors such as:
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actual
or anticipated fluctuations in our financial condition or results of operations; |
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the
success or failure of our operating strategies and our perceived prospects; realization of any of the risks described in this section;
failure to be covered by securities analysts or failure to meet the expectations of securities analysts; |
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decline in the stock prices of peer companies; and |
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discount in the trading multiple of our common stock relative to that of common stock of certain of our peer companies due to perceived
risks associated with our smaller size. |
As
a result, shares of our common stock may trade at prices significantly below the price you paid to acquire them. Furthermore, declines
in the price of our common stock may adversely affect our ability to conduct future offerings or to recruit and retain key employees,
including our managing directors and other key professional employees.
Your
interest in us may be diluted if we issue additional shares of common stock.
In
general, stockholders do not have preemptive rights to any common stock issued by us in the future. Therefore, stockholders may experience
dilution of their equity investment if we issue additional shares of common stock in the future, including shares issuable under equity
incentive plans, or if we issue securities that are convertible into shares of our common stock, which we intend to do.
We
are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common
stock less attractive to investors.
We
are a “smaller reporting company” as defined in Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). For as long as we continue to be a smaller reporting company, we may take advantage of exemptions from various reporting
requirements that are applicable to other public companies that are not smaller reporting companies, including not being required to
comply with the auditor attestation requirements of Section 404 of Sarbanes-Oxley Act of 2002 (“SOX”), reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
nonbinding advisory votes on executive compensation, and stockholder approval of any golden parachute payments not previously approved.
We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors
find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price
may be more volatile.
Our
common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce
the value of an investment in our stock.
The
SEC has adopted regulations which generally define a “penny stock” as an equity security that has a market price of less
than $5.00 per share, subject to specific exemptions. The SEC’s penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about
penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations
for the penny stock, the compensation of the broker-dealer and the salesperson in the transaction, and monthly account statements showing
the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that
before a transaction in a penny stock occurs, the broker-dealer must make a special written determination that the penny stock is a suitable
investment for the purchaser and receive the purchaser’s agreement to the transaction. If applicable in the future, these rules
may restrict the ability of brokers-dealers to sell our common stock and may affect the ability of investors to sell their shares, until
our common stock no longer is considered a penny stock.
We
intend to issue more shares to raise capital, which will result in substantial dilution.
Our
certificate of incorporation authorizes the issuance of a maximum of 295,000,000 shares of common stock and 500,000 shares of “blank
check” preferred stock. Any additional financings effected by us, and any future conversion of existing indebtedness into our equity
securities, may result in the issuance of additional securities without stockholder approval and the substantial dilution in the percentage
of common stock held by our then existing stockholders. Moreover, the securities issued in any such transaction may be valued on an arbitrary
or non-arm’s-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our
current stockholders on an as converted, fully-diluted basis. Our board of directors has the power to issue any or all of such authorized
but unissued shares without stockholder approval. To the extent that additional shares of common stock or other securities convertible
into or exchangeable for common stock are issued in connection with a financing, dilution to the interests of our stockholders will occur
and the rights of the holder of common stock might be materially and adversely affected.
Anti-takeover
provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or
current management and could make a third-party acquisition of us difficult.
Our
certificate of incorporation and bylaws may contain provisions that may discourage, delay or prevent a merger, acquisition or other change
in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for
their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.
We
do not intend to pay cash dividends in the foreseeable future.
We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and any future earnings
for use in the operation and expansion of our business and do not anticipate paying any cash dividends in the foreseeable future. Accordingly,
you may have to sell some or all of your shares of our common stock in order to generate cash flow from your investment. You may not
receive a gain on your investment when you sell shares and you may lose the entire amount of the investment.
We
expect to incur increased costs and demands upon management as a result of being a public company.
As
a public company in the United States, we expect to incur significant additional legal, accounting and other costs. These additional
costs could negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporate governance
and public disclosure, including regulations implemented by the SEC and the stock exchange on which we may list our common stock, may
increase legal and financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are
subject to varying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by
regulatory and governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment
may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating
activities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply,
regulatory authorities may initiate legal proceedings against us and our business may be harmed.
Failure
to comply with these rules might also make it more difficult for us to obtain some types of insurance, including director and officer
liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain
the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons
to serve on our board of directors, on committees of our board of directors or as members of senior management.
Failure
to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements
or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence
in our financial reporting, which would harm our business and could negatively impact the price of our stock. Furthermore, our management
and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe
constitute material weaknesses.
Prior
to the Acquisition, Polomar was a private company with limited accounting personnel and other resources with which to address our internal
controls and procedures. Following the Acquisition, we must review and update our internal controls, disclosure controls and procedures,
and corporate governance policies as our Company continues to evolve. In addition, in connection with the Acquisition and becoming a
company that files reports with the SEC, we are required to comply with the internal control evaluation and certification requirements
of Section 404 of SOX and management is required to report annually on our internal control over financial reporting. Our independent
registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial
reporting pursuant to Section 404 of SOX until the date we are no longer a “smaller reporting company” as defined by applicable
SEC rules. We will remain a “smaller reporting company” as long as our public float remains less than $250 million as of
the last business day of our most recently-completed second fiscal quarter.
Any
ineffective internal control regarding our financial reporting could have an adverse effect on our business and financial results and
the price of our common stock could be negatively affected once we become a registrant required to file registration statements with
the SEC. This reporting requirement could also make it more difficult or more costly for us to obtain certain types of insurance, including
director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher
costs to obtain the same or similar coverage. Any system of internal controls, however well designed and operated, is based in part on
certain assumptions and can provide only reasonable, not absolute, assurances that the objectives of the system are met. Any failure
or circumvention of the controls and procedures or failure to comply with regulation concerning control and procedures could have a material
effect on our business, results of operation and financial condition. Any of these events could result in an adverse reaction in the
financial marketplace due to a loss of investor confidence in the reliability of our financial statements, which ultimately could negatively
affect the market price of our shares, increase the volatility of our stock price and adversely affect our ability to raise additional
funding. The effect of these events could also make it more difficult for us to attract and retain qualified persons to serve on our
board of directors and as executive officers.
We
will need to evaluate our existing internal controls over financial reporting against the criteria set forth in Internal Control –
Integrated Framework (2013) (the “Framework”) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
During the course of our ongoing evaluation of the internal controls, we may identify other areas requiring improvement, and may have
to design enhanced processes and controls to address issues identified through this review. Remediating any deficiencies, significant
deficiencies or material weaknesses that we or our independent registered public accounting firm may identify may require us to incur
significant costs and expend significant time and management resources. We cannot assure you that any of the measures we implement to
remedy any such deficiencies will effectively mitigate or remedy such deficiencies. The existence of one or more material weaknesses
could affect the accuracy and timing of our financial reporting. Investors could lose confidence in our financial reports, and the value
of our common stock may be harmed, if our internal controls over financial reporting are found not to be effective by management or by
an independent registered public accounting firm or if we make disclosure of existing or potential material weaknesses in those controls.
Even
if we conclude that our internal control over financial reporting provides reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,
because of its inherent limitations, internal control over financial reporting may not prevent or detect fraud or misstatements. Failure
to implement required new or improved controls, or difficulties encountered in their implementation, could harm our operating results
or cause us to fail to meet our future reporting obligations.
Our
reporting obligations as a public company will place a significant strain on our management, operational and financial resources and
systems for the foreseeable future. If we fail to timely achieve and maintain the adequacy of our internal control over financial reporting,
we may not be able to produce reliable financial reports or help prevent fraud. Our failure to achieve and maintain effective internal
control over financial reporting could prevent us from filing our periodic reports on a timely basis which could result in the loss of
investor confidence in the reliability of our financial statements, harm our business and negatively impact the trading price of our
common stock.
A
significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the future.
This could cause the market price of our common stock to drop significantly, even if our business is doing well.
Sales
of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholders sell, or the
market perceives that our stockholders intend to sell, substantial amounts of our common stock in the public market, the market price
of our common stock could decline significantly.
Of
the approximately 276,552,196 shares of our common stock issued and outstanding after the Acquisition, approximately 2,245,144
shares are freely tradable without restriction by stockholders who are not our affiliates. As of September 30, 2024, we issued an aggregate
of approximately 207,414,147 shares of our common stock pursuant to the Merger Agreement, pursuant to an exemption from the registration
requirements of the Securities Act of 1933, as amended, or the Securities Act, and such shares are also “restricted securities”
as defined in Rule 144. All of these restricted securities may be publicly resold under Rule 144 beginning one year following the date
of the filing of this Report with the SEC, subject to the limitations and exceptions described in Rule 144.
In
addition, in the future, we intend to file one or more registration statements on Form S-8 registering the issuance of 5,000,000 shares
of common stock (after taking into account the Company’s planned 1:10 reverse stock split) subject to options or other equity awards
issued. Shares registered under these registration statements on Form S-8 will be available for sale in the public market subject to
vesting arrangements and exercise of options and the restrictions of Rule 144 in the case of our affiliates.
The
Company also intends to file one or more registration statements on Form S-1 registering for resale shares held by certain existing stockholders
of the Company, which may be affiliates of the Company. Shares registered under these registration statements on Form S-1 will be available
for sale in the public market.
If
securities or industry analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business
or our market, our stock price and trading volume could decline.
The
trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about
us and our business. Securities or industry analysts may elect not to provide coverage of our common stock, and such lack of coverage
may adversely affect the market price of our common stock. In the event we do not secure additional securities or industry analyst coverage,
we will not have any control over the analysts or the content and opinions included in their reports. The price of our stock could decline
if one or more securities or industry analysts downgrade our stock or issue other unfavorable commentary or research. If one or more
securities or industry analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stock could
decrease, which in turn could cause our stock price or trading volume to decline.
IN
ADDITION TO THE ABOVE RISKS, BUSINESSES ARE OFTEN SUBJECT TO RISKS NOT FORESEEN OR FULLY APPRECIATED BY MANAGEMENT. IN REVIEWING THIS
CURRENT REPORT ON FORM 8-K, POTENTIAL INVESTORS SHOULD KEEP IN MIND THAT THERE MAY BE OTHER POSSIBLE RISKS THAT COULD BE IMPORTANT.
ITEM
2
FINANCIAL
INFORMATION
MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The
following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements
which involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements
as a result of certain factors, including those set forth under “Risk Factors” and elsewhere in this Current Report on Form
8-K. The Company assumes no obligation to update forward-looking statements or the risk factors. You should read the following discussion
in conjunction with the financial statements and the related notes included elsewhere in this Report.
Overview
On
June 28, 2024, we entered into an Agreement and Plan of Merger and Reorganization, as amended on September 30, 2024 (the “Merger
Agreement”) with Polomar Acquisition, L.L.C., a Florida limited liability company, and our wholly owned subsidiary (“Merger
Sub”) and Polomar and the beneficial stockholders of Polomar to acquire 100% of the issued and outstanding membership interests
of Polomar. The transactions contemplated by the Merger Agreement were consummated on September 30, 2024, and, pursuant to the terms
of the Merger Agreement, among other things, all outstanding membership interests of Polomar, or the Polomar Membership Interests, were
exchanged for shares of our common stock, par value $0.001 per share, based on the exchange ratio of 2,074,141.47 shares of our common
stock for every one percent of Polomar Membership Interests. We refer herein to the transactions contemplated by the Merger Agreement,
collectively, as the Acquisition. Accordingly, we acquired 100% of Polomar in exchange for the issuance of shares of our common stock
and Polomar became our wholly-owned subsidiary. As of the closing of the Acquisition (the “Closing”), CWR 1, LLC, the Company’s
majority owner with an 83.3% beneficial ownership stake in the Company Pre-Closing, transferred back to the Company and canceled
50,000,000 shares of our common stock owned beneficially and of record by it as part of the conditions to Closing.
On
September 30, 2024, the transaction described in the Merger Agreement was completed and the merger was deemed effective. The Acquisition
is considered a “reverse merger” as the historical financial statements of Polomar, the accounting acquirer, have been substituted
for the historical financial statements of Trustfeed. As a result of the Acquisition, the Company
ceased commercializing the Pre-Existing Business.
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
states and expects to be able to provide prescription medications in a majority of U.S. states by the end of 2025. We anticipate applying
for a drug export permit in early 2025.
As
part of the Acquisition, the Company acquired SlimRxTM (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 PoloMedsTM (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 areata, basal cell carcinoma, Becker’s nevus, vitiligo, and other common skin
conditions.
An
integral part of the Company’s business model is to provide prescription fulfillment services for third party web based tele-health
platforms. This “wholesale” part of the business is expected to experience steady growth over the next twelve to eighteen
months.
Significant
Accounting Policies and Estimates
The
discussion and analysis of the financial condition and results of operations are based upon the financial statements, which have been
prepared in accordance with accounting principles generally accepted in the United States. The preparation of consolidated financial
statements in conformity with accounting principles generally accepted in the United States requires us to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of any contingent liabilities at the financial statement date
and reported amounts of revenue and expenses during the reporting period. On an on-going basis we review our estimates and assumptions.
The estimates were based on historical experience and other assumptions that we believe to be reasonable under the circumstances. Actual
results are likely to differ from those estimates under different assumptions or conditions, but we do not believe such differences will
materially affect our financial position or results of operations.
Results
of Operations
Polomar
had operating losses in 2023 that continue during
2024, and it expects losses to continue as its operations and marketing are built up to increase sales.
The below historical
results of operations of Polomar are for the period from April 26, 2023 (inception) through December 31, 2023 (“Fiscal 2023”)
and the six months ended June 30, 2024 (the “Polomar Historical Financial Statements”). The Company intends to
file the Polomar Historical Financial Statements as an amendment to this Form 8-K within seventy-one days of the date of the filing of
this Current Report on Form 8-K with the Securities and Exchange Commission.
Period
from April 26, 2023 (inception) through December 31, 2023
Revenues
Total
revenue was approximately $41,844 for Fiscal 2023. Revenue is primarily from fulfillment of medical drug prescriptions.
Cost
of Goods Sold
Total
cost of goods sold was approximately $4,294 for Fiscal 2023. The cost of goods sold is mainly due to the purchase of raw materials
required to formulate prescription medications.
Operating
expenses
Total
operating expenses was approximately $208,642 for Fiscal 2023, which included approximately $185,422 in general and administrative
expenses and sales and marketing of approximately $23,220. The Company expects this to continue to increase as it continued to
build its business and as a result of operating as a public reporting company.
Net
Loss
The
net loss for Fiscal 2023 was approximately $171,497, as a result of the foregoing.
Three
and Six Months Ended June 30, 2024 Compared to Three and Six Months Ended June 30, 2024
Revenues
Total
revenue was approximately $13,610 and approximately $28,105 for the three and six months ended June 30, 2024, compared
to approximately $3,099 and approximately $3,099 for the three and six months ended June 30, 2023. The increased revenue
during 2024 is due to a longer operating cycle and increase in prescriptions fulfilled.
Cost
of Goods Sold
Total
cost of goods sold was approximately $3,184 and approximately $15,136 for the three and six months ended June 30, 2024,
respectively, compared to approximately $535 and approximately $535 for the three and six months ended June 30, 2023, respectively.
The increase in cost of goods sold during 2024 is mainly due to a longer operating cycle and increased amounts of raw materials required
to formulate prescription medicines.
Operating
Expenses
Total
operating expenses was approximately $101,511 and approximately $274,462 for the three and six months ended June 30, 2024,
respectively, compared to approximately $32,839 and approximately $32,839 for the three and six months ended June 30, 2023,
respectively. The increase in operating costs during 2024 is mainly due to a longer operating cycle and an increase in the
number of employees.
Net
Loss
The
net loss for the three and six months ended June 30, 2024 was approximately $91,445 and approximately $262,070, respectively,
compared to a net loss for the three and six months ended June 30, 2023 of approximately $30,852 and approximately $30,852,
respectively, as a result of the foregoing.
Liquidity
and Capital Resources
We
have historically funded operations through the issuance of affiliate loans and advances in the aggregate amount of approximately
$821,425, as well as our limited revenues.
Based
on our current burn rate, we need to raise additional capital in the short term to fund operations and meet expected future liquidity
requirements, or we will be required to curtail or cease operations. We are in discussions to raise additional capital, which may include
or be a combination of convertible or term loans and equity which, if successful, will enable us to continue operations based on our
current burn rate, for the next 12 months; however, we cannot give any assurance at this time that we will successfully raise all or
some of such capital or any other capital. Furthermore, we do not have an established source of funds sufficient to cover operating costs
after December 31, 2024 at this time.
There
can be no assurance that necessary debt or equity financing will be available, or will be available on terms acceptable to us, in which
case we may be unable to meet our obligations or fully implement our business plan, if at all. These conditions raise substantial doubt
about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements do not
include any adjustments to reflect the possible future effects on recoverability and reclassification of assets or the amounts and classification
of liabilities that may result from the outcome of this uncertainty.
Additionally,
we will need additional funds to respond to business opportunities including potential acquisitions of complementary operations and businesses,
protect our intellectual property, and enhance our operating infrastructure. While we may need to seek additional funding for any such
purposes, we may not be able to obtain financing on acceptable terms, or at all. In addition, the terms of our financings may be dilutive
to, or otherwise adversely affect, holders of our common stock. Therefore, there can be no assurance that management’s plans will
be successful. We may not be able to negotiate any such arrangements on acceptable terms, if at all. If we are unable to obtain additional
funding on a timely basis, we may be required to curtail or terminate some or all of our product lines or our operations.
Going
Concern
The
Company has recently commenced operations and is generating revenue; however, the Company’s cash position is not currently,
and in the future may not be, sufficient to support the Company’s daily operations. Management intends to raise additional
funds by way of a private or public offering, but can give no assurance of success. While the Company believes in the viability of its
strategy to commence operations and generate sufficient revenue and in its ability to raise additional funds, there can be no assurances
to that effect. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement
its business plan and generate sufficient revenue and its ability to raise additional funds by way of private offering. The financial
statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and
classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
ITEM
3
PROPERTIES
Our
principal executive offices are located at 10940 Wilshire Boulevard, Suite 705, Los Angeles, CA 90024, which is used by affiliates of
CWR and certain of our other shareholders. We do not pay any rent or lease payments to CWR or its affiliates for use of the facilities
at this time.
Our wholly owned
subsidiary, Polomar Specialty Pharmacy, LLC entered into a three-year lease commencing on June 1, 2023, and ending on May 31, 2026, for
approximately 3,500 sq. ft. of commercial retail and office space located in Palm Harbor, Florida. The monthly base rent for the first
year of the lease was $2,816.90, for the second year of the lease the base rent is $2,901.41 and $2,988.45 for the third and final year
of the lease. The base rent is subject to an additional 3% commercial lease tax.
We
believe that our properties are adequate for our current needs, but growth may require larger facilities in the event of the addition
of personnel or the need for additional production capacity. We do not own any real estate.
ITEM
4
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The
following table shows the beneficial ownership of our common stock as of the Closing on September 30, 2024 held by (i) each person known
to us to be the beneficial owner of more than five percent (5%) of our common stock; (ii) each director; (iii) each executive officer;
and (iv) all directors and executive officers as a group.
Beneficial
ownership is determined in accordance with the rules of the SEC, and generally includes voting power and/or investment power with respect
to the securities held. Shares of common stock subject to options and warrants currently exercisable or which may become exercisable
within 60 days of September 30, 2024 are deemed outstanding and beneficially owned by the person holding such options or warrants for
purposes of computing the number of shares and percentage beneficially owned by such person, but are not deemed outstanding for purposes
of computing the percentage beneficially owned by any other person. Except as indicated in the footnotes to this table, the persons or
entities named have sole voting and investment power with respect to all shares of our common stock shown as beneficially owned by them.
The
following table provides for percentage ownership assuming 276,552,196 shares are issued and outstanding as of September 30, 2024. Unless
otherwise indicated, the address of each beneficial holder of our Common Stock is our corporate address.
| Name of Beneficial Owner | |
Shares of
Common Stock
Beneficially
Owned | | |
Percentage of
Shares of
Common Stock
Beneficially
Owned | |
| Terrence M. Tierney | |
| – | | |
| – | |
| Gabriel Del Virginia | |
| – | | |
| – | % |
| CWR 1, LLC (1) | |
| 50,437,591 | | |
| 18.24 | % |
| Daniel Gordon (2) | |
| 117,639,770 | | |
| 42.53 | % |
| All directors and executive officers as a group (2 persons) (3) | |
| – | | |
| – | |
| (1) |
CWR is an affiliate of
Daniel Gordon and of GLD Partners, LP. (“GLDLP”). Daniel Gordon is the majority shareholder of GLD Management, Inc., the
general partner of GLDLP, affiliates of which own CWR, and, as such, may be deemed to beneficially own shares held directly by CWR. |
| (2) |
Includes (a) 50,437,591 shares
of Common Stock held by CWR, (b) 13,274,505 shares of Common Stock held by Reprise Management, Inc. (“Reprise”), which
is beneficially owned by Mr. Gordon and of which he has voting and dispositive control, and (c) 14,518,989 shares of Common Stock
held directly by Mr. Gordon. Also includes (a) 10,370,707 shares of Common Stock held by Katherine Gordon, an immediate family
member of Mr. Gordon, (b) 14,518,989 shares of Common Stock held by an UGMA account for Graham Gordon, an immediate family member
of Mr. Gordon, or a Roth IRA in his name, of which Katherine Gordon has voting and dispositive control, and (c) 14,518,989
shares of Common Stock held by an UGMA account for Charles Gordon, an immediate family member of Mr. Gordon, or a Roth IRA in
his name, of which Katherine Gordon has voting and dispositive control. Mr. Gordon disclaims beneficial ownership of all of such shares of Common
Stock not directly owned by him except to the extent of his pecuniary interest therein. |
| |
|
| (3) |
Does not include David Spiegel, who was appointed to our Board of Directors subsequent to September
30, 2024. |
ITEM
5
DIRECTORS
AND EXECUTIVE OFFICERS
Board
of Directors
We
currently have three directors serving on our Board. The following table lists the name, age and position of the individuals who
serve as members of our Board of Director, as of the date of this filing:
| Name |
|
Age |
|
Position |
| Terrence
M. Tierney |
|
63 |
|
President,
Chief Financial Officer, Secretary, Treasurer and Director |
| Gabriel
Del Virginia |
|
66 |
|
Director |
| David Spiegel |
|
61 |
|
Director |
Terrence
M. Tierney, President, Chief Financial Officer, Secretary, Treasurer and Director. Mr. Tierney has over 30 years of senior level
management experience in both the private and public sectors. From September 2020 to present, Mr. Tierney has served as President of
Profesco, Inc., a business management consulting firm focused on corporate strategy, reorganization plans, SEC compliance and tax qualified
not-for-profit public charities (501c3). From October 2018, until August 2020, Mr. Tierney was the Corporate Secretary and Chief Administrative
Officer of MJ Holdings, Inc., an OTC-markets listed public company. Mr. Tierney has also previously served as the Managing Director of
Building for America’s Bravest, a joint venture program between the Gary Sinise Foundation and the Stephen Siller Tunnel to Towers
Foundation that builds custom designed “smart homes” for severely wounded U.S. military personnel. Mr. Tierney earned a Bachelor
of Science degree in Aeronautics/Professional Pilot from St. Louis University and was awarded a Juris Doctor degree from New York Law
School in 1992.
Gabriel
Del Virginia, Director. Mr. Del Virginia has been a director of the Company since July 18, 2024. He has more than 30 years of
experience providing legal representation in various types of public and private business entities in corporate, mergers and acquisitions,
financing, litigation and financial restructuring matters, as an associate at several prominent national law firms, including Milbank
Tweed Hadley & McCloy, and thereafter as principal of his own law firm, where he has practiced for over 15 years. He graduated from
Rutgers University and the Rutgers Law School, clerked for a United States Federal Judge, and is a member of the bars of New Jersey and
New York.
David
Spiegel. Mr. Spiegel has been a director of the Company since October 1, 2024. He has over 30 years of consulting and senior
level management experience in the biotechnology industry, marketing, communications and financial fields, and has consulted in other
industries, as well. Since April 1994, he has been the principal and founder of David A. Spiegel, LLC, a general consulting firm that
has represented companies that range from the Fortune 50 to start-ups. He is the founder, CEO, President and a member of the Board of
Directors of IES Life Sciences, Inc., a private molecular diagnostics company, since January 2013, and the founder, CEO and a member
of the Board of Directors of Knowledge Pharmaceuticals Inc., a private drug development company, since January 2022. He is a member of
the Board of Directors of and an advisor to Novitrica, a private gene delivery company, and a member of the Science Advisory Board of
and a consultant to Altanine, Inc., a private drug delivery company. In addition to his consulting, Mr. Spiegel founded the Carol H.
Barletta Foundation in honor of his late wife. The charity contributes to no kill animal shelters and programs for distressed inner-city
youth. David Spiegel holds a Bachelor of Science degree in Electrical Engineering from the University of Bridgeport in Connecticut and
earned an MBA from the Wharton School at the University of Pennsylvania. The Company believes Mr. Spiegel is qualified as a Board member
of the Company because of his experience in working with start-up and early-stage companies to help them define market segmentation,
competition, compensation guidelines, job descriptions and funding resources.
Executive
Officers
Following
is the name, age and other information for our sole executive officer, as of the Closing. All company officers are or have been appointed
to serve until their successors are elected and qualified or until their earlier resignation or removal. Information regarding Terrence
M. Tierney, our President, Chief Financial Officer, Secretary, Treasurer and Director, is set forth above under “Board of Directors.”
| Name |
|
Age |
|
Position |
| Terrence
M. Tierney |
|
63 |
|
President,
Chief Financial Officer, Secretary, Treasurer and Director |
Committees
of the Board of Directors
Presently,
the Board does not have any standing committees.
Audit
Committee
The
functions of the audit committee are to review the scope of the audit procedures employed by our independent auditors, to review with
the independent auditors our accounting practices and policies and recommend to whom reports should be submitted, to review with the
independent auditors their final audit reports, to review with our internal and independent auditors our overall accounting and financial
controls, to be available to the independent auditors during the year for consultation, to approve the audit fee charged by the independent
auditors, to report to the board of directors with respect to such matters and to recommend the selection of the independent auditors.
We
do not currently have an Audit Committee. In the absence of a separate audit committee, our Board will function as the audit committee
and performs the same functions of an audit committee.
The
Board intends to form an audit committee and adopt a charter therefor.
Compensation
Committee
The
function of the compensation committee is to review and make recommendations to the Board with respect to the compensation, including
bonuses, of our officers and to administer the grants under our stock option plan.
We
do not currently have a Compensation Committee. In the absence of a separate compensation committee, our Board will function as the compensation
committee. Historically, the Company has never used a compensation consultant.
The
Board intends to form a compensation committee and adopt a charter therefor.
Nominating
Committee
The
function of the nominating committee is to review and nominate individuals for the Board to appoint as directors of the Company.
We
do not currently have a Nominating Committee. In the absence of a separate nominating committee, our Board will function as the nominating
committee. The Board has not adopted a formal policy concerning the nomination of directors or consideration of director candidates recommended
by our security holders. The Company will identify potential nominees from individuals known to its directors and officers who had knowledge
and experience relevant to the Company’s business.
The
Board intends to form a nominating committee and adopt a charter therefor.
Board
Leadership Structure and Role in Risk Oversight
Our
Board recognizes that the leadership structure and combination or separation of the Chief Executive Officer and Chairman roles is driven
by the current needs of the Company. We have no policy requiring the combination or separation of leadership roles and our governing
documents do not mandate a particular structure. This permits our Board the flexibility to establish the most appropriate structure for
the Company as the need arises.
Our
directors are involved in the general oversight of risks that could affect our Company and the iteration of our Board following the Transaction
will continue to evaluate our leadership structure and modify such structure as appropriate based on our size, resources and operations.
Code
of Business Conduct and Ethics
We
have adopted a Code of Ethics and Conduct that applies to all of our directors, officers, employees, and consultants. A copy of our code
of ethics is attached as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. There were no substantive
amendments or waivers to this code in 2024.
Family
Relationships
There
are no familial relationships between any of our officers and directors.
Compensation
Committee Related Function
The
Board does not currently have a standing compensation committee, and thus we do not have a compensation committee charter. Due to our
small size and limited operations to date, the Board determined that it was appropriate for the entire Board to act as the compensation
committee. The full Board currently has the responsibility for reviewing and establishing compensation for executive officers and making
policy decisions concerning salaries and incentive compensation for executive officers of the Company.
The
Company’s executive compensation program is administered by the Board, which determines the compensation of the Executive Chairman
and other executive officers of the Company. In reviewing the compensation of the individual executive officers (other than the Executive
Chairman), the Board intends to consider the recommendations of the Executive Chairman, published compensation surveys and current market
conditions.
Communication
with Stockholders
Stockholders
wishing to communicate with the Board can send an email to directors@polomarhs.com or write or telephone to the Company’s
corporate offices:
Trustfeed
Corp.
CEO
10940
Wilshire Boulevard, Suite 705
Los
Angeles, CA 90024
Telephone:
212-245-3413
All
such communication must state the type and amount of Company securities held by the stockholder and must clearly state that the communication
is intended to be shared with the Board. The Company will forward all such communications to the members of the Board.
ITEM
6
EXECUTIVE
COMPENSATION
The
following table sets forth information regarding each element of compensation that was paid or awarded to the named executive officers
of the Company for the periods indicated.
| Name and Principal Position | |
Year | |
Salary ($) | | |
Bonus ($) | | |
Stock Awards ($) | | |
Option Awards ($) | | |
Non-Equity Incentive Plan Compensation ($) | | |
All Other Compensation ($) | | |
Total ($) | |
| | |
| |
| | |
| | |
| | |
| | |
| | |
| | |
| |
| Brett Rosen | |
2023 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| Former President, Chief Financial Officer, Secretary, Treasurer and Director(1) | |
2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
| Rasmus Refer | |
2023 | |
| | | |
| | | |
| - | | |
| | | |
| | | |
| | | |
| | |
| Former CEO and Chairman(2) | |
2022 | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| (1) |
Mr.
Rosen was appointed to such positions on and as of December 29, 2023, and resigned from all executive, employment and director positions
effective as of March 21, 2024. |
| |
|
| (2) |
Mr.
Refer resigned from all executive and employment positions on and as of December 29, 2023, and resigned from his director position
as of February 12, 2024. |
Outstanding
Equity Awards at Fiscal Year-End
None
of our named executive officers received or holds any equity awards as of the end of the fiscal year ended December 31, 2023.
Option
Exercises and Fiscal Year-End Option Value Table
There
were no stock options exercised during the fiscal year ended December 31, 2023 by the named executive officers.
Long-Term
Incentive Plans and Awards
There
were no awards made to a named executive officer in the fiscal year ended December 31, 2023 under any long-term incentive plan.
Limits
on Liability and Indemnification
Our
certificate of incorporation eliminates the personal liability of our directors to the fullest extent permitted by law. The certificate
of incorporation further provide that the Company will indemnify its officers and directors to the fullest extent permitted by law. We
believe that this indemnification covers at least negligence on the part of the indemnified parties. Insofar as indemnification for liabilities
under the Securities Act may be permitted to our directors, officers, and controlling persons under the foregoing provisions or otherwise,
we have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 and is therefore unenforceable.
Director
Compensation
None
of our directors received any compensation for their services to the Company during the fiscal years ended December 31, 2023 and 2022.
Professional
Services Agreement
In
furtherance of Mr. Tierney’s appointment as the Company’s sole executive officer, the Company, Mr. Tierney and an affiliate
of Mr. Tierney, have entered into a Professional Services Agreement (the “Services Agreement”). Pursuant to the terms of
the Services Agreement, among other things, Mr. Tierney, directly or through his affiliate, will fill the role of President, Chief Financial
Officer, Secretary and Treasurer of the Company and otherwise act as the Company’s principal executive officer and principal financial
officer. Mr. Tierney will be compensated at a flat rate of $5,000 per month for up to twenty-five hours worked per month.
The
term of the Agreement is for an initial term ending on the earlier of five months or the filing of the Company’s Form 10-Q for
the accounting period ending June 30, 2024, and it may be extended by mutual consent or earlier terminated in the event of certain “cause”
events as specified in the Agreement. The Agreement was extended through October 31, 2024, by mutual consent of all the parties to
the agreement. The total compensation agreed to by the parties for the period August 14, 2024 through October 31, 2024 is $17,500 plus
reimbursement of reasonable approved expenses.
Mr.
Tierney is subject to non-compete, non-disclosure, indemnification and work-for-hire provisions, as provided in the Services Agreement.
2024
Equity and Incentive Compensation Plan
Introduction
The
Company approved and adopted the 2024 Equity and Incentive Compensation Plan (the “Incentive Plan”) on July 11, 2024, but
it shall not be effective unless and until immediately after the consummation of the Acquisition and the implementation of the Reverse
Stock Split.
The
Incentive Plan is designed to provide a vehicle under which a variety of stock-based and other awards can be granted to the Company’s
employees, consultants and directors, which will align the interests of award recipients with those of our stockholders, reinforce key
goals and objectives that help drive stockholder value, and attract, motivate and retain experienced and highly qualified individuals
who will contribute to the Company’s financial success. The Board believes that the Incentive Plan will serve a critical role in
attracting and retaining high caliber employees, consultants and directors essential to our success and in motivating these individuals
to strive to meet our goals.
Background
We
believe that equity awards are compensation elements critical to attracting and retaining employees, directors and other key service
providers of the Company and its subsidiaries and providing such persons with incentives and rewards for performance.
In
connection with our planned business focus and opportunities, the Board considered our anticipated future equity needs. Subject to adjustment
upon the occurrence of various corporate events as described in the 2024 Plan and the automatic reset at January 1 each year as further
described below, the aggregate number of shares reserved for issuance under the 2024 Plan is 5,000,000 shares (taking into account the
Reverse Stock Split, which is expected to take effect in October 2024). Shares that become available as a result of forfeiture, cancellation,
expiration or cash settlement of awards in accordance with provisions set forth in the 2024 Plan will again be available for issuance
under the 2024 Plan.
The
number of shares that we may use in any fiscal year for equity awards under the 2024 Plan is subject to variance based on many factors,
including our decisions on long term incentive plan program design and performance, the market price of our common stock and the possibility
of an increase in eligible employees due to growth. Our Board believes that the 2024 Plan, including the number of shares available for
issuance thereunder, represents a reasonable amount of potential additional equity dilution.
We
believe that the 2024 Plan will enable us to grant equity awards to key individuals and be competitive with our planned industry peers,
including with respect to recruiting, retaining, and motivating those individuals who are or may be critical to our success. The adoption
of the 2024 Plan also allows us to use equity incentive awards instead of solely cash awards, which would more likely align the interests
of our executives and key individuals with those of our shareholders.
Summary
of the 2024 Plan
Purpose.
The purpose of the 2024 Plan is to attract and retain officers, non-employee directors, consultants, independent contractors and other
key employees of the Company and its subsidiaries and to provide such persons with incentives and rewards for performance.
Administration.
The 2024 Plan will be administered by the Compensation Committee of the Board or any other committee of the Board that the Board designates
to administer the 2024 Plan, or the full Board in the event no such committee is designated (the “Committee”). Subject to
certain restrictions set forth in the 2024 Plan, the Committee may from time-to-time delegate all or any part of its authority under
the 2024 Plan to one or more of its members, one or more Company officers or to one or more agents or advisors. However, the Committee
may not delegate such responsibilities to officers for awards granted to persons who are officers, non-employee directors or certain
employees who are subject to the reporting requirements of Section 16 of the Exchange Act. The Committee’s interpretation or construction
of any 2024 Plan provision will be final and conclusive, including any agreement, certificate, resolution or other evidence that sets
forth the terms and conditions of 2024 Plan awards.
Eligibility.
Any person who is selected by the Committee to receive benefits under the 2024 Plan, and who is at that time an officer or other key
employee, consultant or independent contractor of the Company or any of its subsidiaries, including non-employee directors (each a “participant”
and together the “participants”), is eligible to participate in the 2024 Plan. Independent contractors may also become eligible
to participate in the 2024 Plan.
Shares
Authorized for Issuance. Subject to adjustments provided in the 2024 Plan, the maximum number of shares of our common stock that
may be issued or transferred in connection with 2024 Plan awards is limited to 5,000,000 (taking into account the Reverse Stock Split
expected in October 2024) shares, plus shares that may become available by virtue of acquiring a company with a pre-approved plan as
described further below. Shares issued under the 2024 Plan may be of original issuance, treasury shares or a combination of both. The
aggregate number of shares of common stock available under the 2024 Plan will be reduced by one share of common stock for every one share
of common stock subject to a 2024 Plan award. A maximum of 100,000 shares of common stock, in the aggregate, can be granted in respect
of “incentive stock options” as defined in Section 422 of the Code (“incentive stock options”). Shares issued
or transferred in substitution for, in conversion of or in connection with the assumption of awards relating to an entity engaging in
a corporate acquisition or merger with us or any of our subsidiaries may become available under the 2024 Plan. The same may apply for
shares available under certain plans that we or our subsidiaries may assume from another entity in connection with corporate transactions.
In either case, such shares will not reduce the number of shares available for issuance under the 2024 Plan or be added to the share
limits under the 2024 Plan if such award is canceled or forfeited, expires or is settled for cash (in whole or in part).
The
aggregate number of shares authorized to be awarded will automatically increase on January 1 of each year, and ending on (and including)
January 1, 2033, in an amount equal to 10% of the total number of shares outstanding on December 31 of the immediately preceding calendar
year, excluding for this purpose any such outstanding shares that were granted under the 2024 Plan and remain non-vested and subject
to forfeiture as of the relevant December 31. Notwithstanding the foregoing, the Board may act prior to January 1 of a given year to
provide that there will be no January 1 increase for such year or that the increase for such year will be a lesser number of shares than
provided herein.
Share
Recycling. Shares that become available as a result of forfeiture, cancellation, expiration or cash settlement of awards in accordance
with provisions set forth in the 2024 Plan will again be available for issuance under the 2024 Plan. Shares tendered or otherwise used
as payment for options, shares withheld to satisfy tax obligations, and shares reacquired by the Company on the open market or otherwise
using cash proceeds from the exercise of options will not be added back to the aggregate number of shares available for issuance under
the 2024 Plan.
Individual
Limitations. The 2024 Plan provides for the following individual limitations, subject to adjustment provided in the 2024 Plan: (1)
a maximum of 200,000 shares of common stock, in the aggregate, can be granted to an individual in respect of stock options or stock appreciation
rights (“SARs”) during any calendar year; (2) no non-employee director can receive grants that, in the aggregate, exceed
$1,000,000 in any calendar year; and (3) the grant price of any incentive stock options granted during a calendar year cannot exceed
$100,000 for any participant.
Minimum
Vesting Period. Unless otherwise specified in an award agreement to the contrary, no awards will vest until a minimum of six months
has passed from the date of grant.
Types
of 2024 Plan Awards. Under the 2024 Plan, we may grant option rights (or stock options, including incentive stock options), SARs,
restricted shares, restricted stock units (“RSUs”), cash incentive awards, performance shares, performance units and certain
other awards based on or related to our common stock. The 2024 Plan also provides that awards may be granted subject to certain terms
and provisions, including the achievement of certain specified management objectives. Additionally, such terms and provisions may include
required periods of continuous service by the participant and may provide for the earlier exercise or vesting, including in the case
of retirement, death or disability of the participant or in the event of a change in control (as defined in the 2024 Plan).
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Stock Options. A stock
option is a right to purchase shares of common stock at a given price upon exercise of the right. 2024 Plan stock options may consist
of incentive stock options, non-qualified stock options or a combination of both. Incentive stock options may only be granted to employees
of the Company or its subsidiaries. Incentive stock options and non-qualified stock options must have an exercise price per share that
is not less than the market value per share on the date of grant, with additional requirements in the case of incentive stock options
for 10% shareholders. Each grant will specify the form of consideration to be paid to satisfy the exercise price. The exercise of a
stock option will result in the cancellation of any associated tandem SAR. No 2024 Plan stock option may provide for dividends or dividend
equivalents. |
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Stock Appreciation Rights.
The Committee may grant SARs, which are rights to receive an amount expressed as a percentage of the spread between the exercise price
of such right and the value of the shares of common stock (not exceeding 100%) at the time of exercise. An SAR can take the form of
a “tandem appreciation right” which is granted simultaneously with a stock option grant under the 2024 Plan or a “free-standing
appreciation right” which is not connected to any other award. Each award agreement for a grant of SARs will identify any related
stock options and contain such other terms and provisions, consistent with the 2024 Plan, as the Committee may approve. The base price
of a free-standing appreciation right will be equal to or greater than the fair market value of a share of common stock on the date
of grant, with limited exceptions. Tandem appreciation rights will provide that they may be exercised only at a time when the related
stock option is also exercisable and at a time when the spread is positive. No 2024 Plan SARs may provide for dividends or dividend
equivalents. |
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Restricted Stock. Restricted
stock grants are direct grants of common stock, subject to restrictions. Each grant or sale of restricted stock may be made without
additional consideration or in consideration of a payment by the participant that is less than the fair market value of shares of common
stock on the date of grant. Restricted stock entitles a participant to dividends, voting and other ownership rights, subject to a substantial
risk of forfeiture and other restrictions on transfer for a period of time or until certain performance objectives are achieved, in
each case as determined by the Committee. Any grant of restricted stock may require that any dividends or distributions paid on restricted
stock that remain subject to a substantial risk of forfeiture be automatically deferred or reinvested in additional shares of restricted
stock, which will be subject to the same restrictions as the underlying restricted stock. Any such dividends or other distributions
on restricted stock will be deferred until, and paid contingent upon, the vesting of such restricted stock. However, dividends or other
distributions on restricted stock with restrictions that lapse as a result of the achievement of performance objectives will be deferred
until, and paid contingent upon, the achievement of the applicable performance objectives. |
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Restricted Stock Units.
RSU grants are an agreement by the Company to deliver shares of common stock, cash or a combination, subject to the fulfillment of
such conditions during the restriction period as the Committee may specify. Each grant or sale of RSUs may be made without additional
consideration or in consideration of a payment by the participant that is less than the fair market value of shares of common stock
on the date of grant. During the restriction period, the participant does not have any ownership interest in the common stock underlying
the award and cannot transfer the shares or exercise any voting rights. Rights to dividend equivalents may be made part of any RSU
award at the discretion of the Committee. However, dividend equivalents or other distributions on shares of common stock underlying
the RSUs with restrictions that lapse as a result of the achievement of performance objectives will be deferred until, and paid upon,
the achievement of the applicable performance objectives. |
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Cash Incentive Awards,
Performance Shares and Performance Units. Cash incentive awards, performance shares, and performance units may also be granted under
the 2024 Plan. A performance share is a bookkeeping entry that records the equivalent of a share of common stock, and a performance
unit is a bookkeeping entry of the right to receive one share of common stock subject to vesting conditions based on the achievement
of one or more objectives set forth in an award agreement. Each grant will specify the number or amount of performance shares or performance
units or the amount payable with respect to a cash incentive award being awarded. These awards become payable to participants based
upon the achievement of specified objectives and such other terms and conditions as the Committee determines at the time of grant.
Each grant will specify the time and manner of payment of a cash incentive award, performance shares or performance units that have
been earned. Any grant may specify that the amount payable with respect to such grant may be paid by the Company in cash, shares of
common stock, restricted stock or RSUs or in any combination of the same. Any grant of performance shares may provide for the payment
of dividend equivalents in cash or in additional shares of common stock, subject to deferral and payment on a contingent basis based
on the participant earning the subject performance shares. |
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Other Awards. The Committee
may, subject to limitations under applicable law and under the 2024 Plan, grant to any participant shares of common stock or such other
awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, shares
of common stock or factors that may influence the value of such shares of common stock. These other awards could include, without limitation,
convertible or exchangeable debt securities, other rights convertible or exchangeable into shares of common stock, purchase rights
for shares of common stock, awards with value and payment contingent upon performance of the Company or specified affiliated companies
or business units or any other factors designated by the Committee, and awards valued by reference to the book value of the shares
of common stock, the value of affiliated companies’ securities or the performance of affiliated companies or other business units.
The terms and conditions of any such awards will be determined by the Committee. In addition, the Committee may grant cash awards,
as an element of or supplement to any awards granted under the 2024 Plan. The Committee may also grant shares of common stock as a
bonus or may grant other awards in lieu of obligations of the Company or a subsidiary to pay cash or deliver other property under the
2024 Plan or under other plans or compensatory arrangements, subject to terms determined by the Committee, in a manner than complies
with Section 409A of the Code. |
Change
in Control. Award agreements under the 2024 Plan may provide for accelerated vesting, early exercise or lapsed or modified restrictions,
as applicable, in the event of a change in control. The Board has the right to make any determinations as it considers appropriate in
the circumstances upon a change in control to ensure the fair treatment of participants including with respect to vesting provisions,
subject to the requirements of Section 409A of the Code. In general, a “change in control” will be deemed to have occurred
if: (a) any person or group acquires beneficial ownership of more than 50% of the outstanding shares or of the voting power of the outstanding
shares; (b) any consolidation or merger involving the Company occurs that does not result in Company shareholders being majority shareholders
of the surviving or continuing corporation; (c) any transfer of substantially all of the assets of the Company, other than to an entity
(or entities) in which the Company or its shareholders immediately following such transaction beneficially own a majority interest; or
(d) the shareholders approve any plan or proposal for the liquidation or dissolution of the Company.
Transferability
of Awards. Except as otherwise provided by the Committee, no 2024 Plan award or dividend equivalents paid with respect to 2024 Plan
awards will be transferable by a participant except by will or the laws of descent and distribution. In no event will any 2024 Plan award
be transferred for value. Except as otherwise determined by the Committee, stock options and SARs will be exercisable during the participant’s
lifetime only by them or, in the event of the participant’s legal incapacity to do so, by their guardian or legal representative.
The Committee may specify on the grant date that all or part of the shares of common stock that are subject to 2024 Plan awards will
be subject to further restrictions on transfer.
Adjustments;
Corporate Transactions. The Committee will make or provide for adjustments in 2024 Plan award terms, as the Committee in its sole
discretion, exercised in good faith, determines to be equitably required to prevent dilution or enlargement of participants’ rights.
Such changes in rights can result from: (a) stock dividends, stock splits, combinations of shares, recapitalizations or other changes
in the Company’s capital structure; (b) mergers, consolidations, spin-offs, reorganizations, partial or complete liquidations or
other distributions of assets, issuances of rights or warrants to purchase securities; or (c) any other corporate transaction or event
having a similar effect. If any such transaction or event, or a change in control, occurs, the Committee may provide alternative consideration
(including cash), if any, in substitution for any or all outstanding 2024 Plan awards as it will in good faith determine to be equitable
under the circumstances.
Prohibition
on Repricing. Except in connection with certain corporate transactions or changes in the capital structure of the Company, shareholder
approval is required to amend the terms of outstanding 2024 Plan awards to (1) reduce the exercise price or base price of outstanding
stock options or SARs or (2) cancel outstanding stock options or SARs in exchange for cash, other awards or stock options or SARs with
a lower exercise price or base price, as applicable, than the original. The 2024 Plan specifically provides that this provision is intended
to prohibit the repricing of “underwater” stock options and SARs without shareholder approval, and such provision itself
may not be amended without approval by shareholders.
Detrimental
Activity and Recapture. Award agreements may include additional provisions for cancellation or forfeiture of awards, or the
forfeiture and repayment of any gain related to an award in the event the participant engages in detrimental activity. Awards granted
under the 2024 Plan are subject to the Company’s Dodd-Frank Clawback Policy, as well as any Company policy regarding the recovery
of erroneously granted compensation.
Grants
to Non-U.S. Based Participants. The Committee may provide for special terms for awards to participants who are foreign nationals,
as the Committee may consider necessary or appropriate to accommodate differences in local law, tax policy or custom, and may establish
sub-plans to effectuate these accommodations.
Amendment
and Termination of the 2024 Plan. The Board may amend the 2024 Plan from time to time in whole or in part. However, if any amendment
would (1) materially increase the benefits accruing to participants under the 2024 Plan, (2) materially increase the number of shares
that may be issued under the 2024 Plan, (3) materially modify the requirements for participation in the 2024 Plan or (4) otherwise require
shareholder approval to comply with applicable law or the rules of the stock exchange on which the Company’s common stock is then
listed, then such amendment will be subject to shareholder approval and will not be effective unless and until such approval has been
obtained. Further, subject to the 2024 Plan’s prohibition on repricing, the Committee may amend the terms of any award prospectively
or retroactively. Except in the case of certain adjustments permitted under the 2024 Plan, no such amendment may be made that would impair
the rights of any participant without such participant’s consent. The Board may terminate the 2024 Plan at any time in its discretion.
Termination of the 2024 Plan will not affect the rights of participants or their successors under any awards outstanding and not exercised
in full on the date of termination.
U.S.
Federal Income Tax
The
following is a brief summary of certain of the federal income tax consequences of certain transactions under the 2024 Plan based on US
federal income tax laws currently in effect. This summary is not intended to be complete and does not describe federal taxes other than
income taxes (such as Medicare and Social Security taxes), or state, local or foreign tax consequences.
Tax
Consequences to Participants
Restricted
Stock. The recipient of restricted stock generally will be subject to tax at ordinary income rates on the fair market value of the restricted
stock (reduced by any amount paid by the recipient for such restricted stock) at such time as the shares of restricted stock are no longer
subject to forfeiture or restrictions on transfer for purposes of Section 83 of the Code. However, a recipient who so elects under Section
83(b) of the Code within 30 days of the date of transfer of the shares will have taxable ordinary income on the date of transfer of the
shares equal to the excess of the fair market value of such shares (determined without regard to the restrictions) over the purchase
price, if any, of such restricted stock. If a Section 83(b) election has not been made, any dividends received with respect to shares
of restricted stock that are subject to the restrictions generally will be treated as compensation that is taxable as ordinary income
to the recipient.
Restricted
Stock Units. No income generally will be recognized upon the award of RSUs. The recipient of an RSU award generally will be subject to
tax at ordinary income rates on the fair market value of unrestricted shares of common stock on the date that such shares are transferred
to the participant under the award (reduced by any amount paid by the participant for such RSUs), and the capital gains/loss holding
period for such shares will also commence on such date.
Performance
Shares and Performance Units. No income generally will be recognized upon the grant of performance shares or performance units. Upon
payment in respect of the earn-out of performance shares or performance units, the recipient generally will be required to include as
taxable ordinary income in the year of receipt an amount equal to the amount of cash received and the fair market value of any unrestricted
shares of common stock received, and the capital gains/loss holding period for such shares will also commence on such date.
Nonqualified
Stock Options. In general, (1) no income will be recognized by an optionee at the time a non-qualified stock option is granted; (2) at
the time of exercise of a non-qualified stock option, ordinary income will be recognized by the optionee in an amount equal to the difference
between the exercise price paid for the shares and the fair market value of the shares, if unrestricted, on the date of exercise; and
(3) at the time of sale of shares acquired pursuant to the exercise of a non-qualified stock option, appreciation (or depreciation) in
value of the shares after the date of exercise will be treated as either short-term or long-term capital gain (or loss) depending on
how long the shares have been held.
Incentive
Stock Options. No income generally will be recognized by an optionee upon the grant or exercise of an incentive stock option. The exercise
of an incentive stock option, however, may result in alternative minimum tax liability. If shares of common stock are issued to the optionee
pursuant to the exercise of an incentive stock option, and if no disqualifying disposition of such shares is made by such optionee within
two years after the date of grant or within one year after the transfer of such shares to the optionee, then upon sale of such shares,
any amount realized in excess of the exercise price will be taxed as a long-term capital gain and any loss sustained will be a long-term
capital loss. If shares of common stock acquired upon the exercise of an incentive stock option are disposed of prior to the expiration
of either holding period described above, generally ordinary income will be recognized in the year of disposition in an amount equal
to the excess (if any) of the fair market value of such shares at the time of exercise (or, if less, the amount realized on the disposition
of such shares if a sale or exchange) over the exercise price paid for such shares. Any further gain (or loss) realized generally will
be taxed as short-term or long-term capital gain (or loss) depending on the holding period.
SARs.
No income will be recognized by a participant in connection with the grant of a SAR. When the SAR is exercised, the participant normally
will be required to include as taxable ordinary income in the year of exercise an amount equal to the amount of cash received and the
fair market value of any unrestricted shares of common stock received on the exercise.
Tax
Consequences to the Company or its Subsidiaries
To
the extent that a participant recognizes ordinary income in the circumstances described above, the Company or the subsidiary for which
the participant performs services will generally be entitled to a corresponding deduction, subject to deduction limitations.
THE
FOREGOING IS ONLY A SUMMARY OF THE TAX EFFECT OF FEDERAL INCOME TAXATION UPON PARTICIPANTS AND THE COMPANY WITH RESPECT TO THE GRANT
AND VESTING OR EXERCISE OF AWARDS UNDER THE INCENTIVE PLAN. IT DOES NOT PURPORT TO BE COMPLETE, AND DOES NOT DISCUSS THE TAX CONSEQUENCES
OF A SERVICE PROVIDER’S DEATH OR THE PROVISIONS OF THE INCOME TAX LAWS OF ANY MUNICIPALITY, STATE, OR NON-U.S. COUNTRY TO WHICH
THE SERVICE PROVIDER MAY BE SUBJECT.
New
Plan Benefits
A
new plan benefits table for the Incentive Plan and the benefits or amounts that would have been received by or allocated to participants
for the last completed fiscal year under the Incentive Plan if the Incentive Plan was then in effect, as described in the federal proxy
rules, are not provided because all awards made under the Incentive Plan will be made at the Board or Committee’s discretion, subject
to the terms of the Incentive Plan. Therefore, the benefits and amounts that will be received or allocated under the Incentive Plan are
not determinable at this time.
ITEM
7
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Fastbase,
Inc., which is controlled by Mr. Refer, sold 90,437,591 shares of our common stock and 500,000 shares of our preferred stock to CWR for
$350,000, leaving Mr. Refer with beneficial ownership of 3,855,000 shares of our common stock.
The
former president of CWR, the then-owner of 90,437,591 shares of our common stock and 500,000 shares of our preferred stock as of the
closing of the Transaction, is Brett Rosen, our former President, Chief Financial Officer, Secretary and Treasurer, and a director. Mr.
Rosen is no longer affiliated with CWR. Furthermore, CWR is an affiliate of GLDLP.
New
management anticipates 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 has suspended, and is evaluating, the Company’s existing business
as part of these possible future transactions.
From
time to time, affiliates of CWR and GLDLP have funded the Company’s expenses, including expenses incurred by it as a result of
being a public company. Since the Transaction through September 30, 2024, such affiliates have funded an aggregate of $831,425
of such expenses, which GLDLP expects to be repaid by the Company.
On
June 28, 2024, we entered into the Merger Agreement. As of the Closing of the Acquisition, CWR, the Company’s majority owner with
an 83.3% beneficial ownership stake in the Company Pre-Closing and approximately 18% post-Closing, transferred back to the Company
and canceled 50,000,000 shares of our common stock owned beneficially and of record by it as part of the conditions to Closing. In addition,
affiliates of CWR beneficially owned approximately 45% of Polomar, and post-Closing acquired an aggregate of 94,580,845 shares of our
Common Stock as merger consideration therefor, or approximately 34% of the Company immediately post-Closing.
Other
than as set forth above and other than compensation arrangements which are described under “Executive Compensation” above,
as of the consummation of the Closing, there are no related party transactions between the Company and any of our officers or directors
that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.
Until
we have a separate audit committee, our Board will review all related party transactions. In reviewing and approving related party transactions,
the Board will consider, among other things, the relationship of the parties to the Board and the Company in determining that the terms
of the related party transactions were consistent with an arms-length transaction and were in the best interests of the Company and our
stockholders. In making this determination, the Board will consider the independence of the Company’s management and the Company’s
counsel in negotiating the terms of the related party transactions, the overall independence of the Board in reviewing and approving
the terms of the related party transactions, the conformity of the terms of the related party transactions with similar deals in the
industry and the needs of the Company in relation to funding its ongoing operations. We do not have a written policy regarding specific
standards for the consideration of related party transaction, but instead rely upon the expertise of our Board and each director’s
independence in making a determination that is in the best interests of the Company and our stockholders. Our Board intends to consider
adopting such a policy.
Indemnification
Agreements
Our
certificate of incorporation contains provisions limiting the liability of directors, and our bylaws provides that we indemnify each
of our directors to the fullest extent permitted under Nevada law. Our certificate of incorporation and bylaws also provide our board
of directors with discretion to indemnify our officers and employees when determined appropriate by the board.
Director
Independence
We
use the definition of “independence” of The NASDAQ Stock Market to make this determination. NASDAQ Listing Rule 5605(a)(2)
provides that an “independent director” is a person other than an officer or employee of the company or any other individual
having a relationship, which, in the opinion of the Company’s Board, would interfere with the exercise of independent judgment
in carrying out the responsibilities of a director. The NASDAQ listing rules provide that a director cannot be considered independent
if:
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The
director is, or at any time during the past three years was, an employee of the company; |
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The
director or a family member of the director accepted any compensation from the company in excess of $120,000 during any period of
12 consecutive months within the three years preceding the independence determination (subject to certain exclusions, including,
among other things, compensation for board or board committee service); |
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A
family member of the director is, or at any time during the past three years was, an executive officer of the company; |
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The
director or a family member of the director is a partner in, controlling stockholder of, or an executive officer of an entity to
which the company made, or from which the company received, payments in the current or any of the past three fiscal years that exceed
5% of the recipient’s consolidated gross revenue for that year or $200,000, whichever is greater (subject to certain exclusions); |
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The
director or a family member of the director is employed as an executive officer of an entity where, at any time during the past three
years, any of the executive officers of the company served on the compensation committee of such other entity; or |
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The
director or a family member of the director is a current partner of the company’s outside auditor, or at any time during the
past three years was a partner or employee of the company’s outside auditor, and who worked on the company’s audit. |
Under
such definitions, each of our directors can be considered independent.
ITEM
8
LEGAL
PROCEEDINGS
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However,
litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may
harm business.
We
are not currently a party in any legal proceeding or governmental regulatory proceeding nor are we currently aware of any pending or
potential legal proceeding or governmental regulatory proceeding proposed to be initiated against us that would have a material adverse
effect on us or our business.
ITEM
9
MARKET
PRICE OF AND DIVIDENDS ON OUR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
Market
Information
Our
common stock is qualified for quotation on the OTC Markets- OTC Pink under the symbol “TRFE” and has been quoted on the OTC
Pink for over 10 years. There is currently only a limited trading market in our shares, and we believe that to be the case for
approximately the last 10 years. There can be no assurance that there will be an active trading market for our securities following the
Closing. In the event that an active trading market commences, there can be no assurance as to the market price of our shares of common
stock, whether any trading market will provide liquidity to investors, or whether any trading market will be sustained.
Holders
As
of September 30, 2024, immediately subsequent to the Closing, we had approximately 196 shareholders of record of common stock
per our transfer agent’s shareholder list with others being held in street name.
Dividends
We
have never declared or paid cash dividends on our common stock and we do not anticipate paying cash dividends on common stock in the
foreseeable future. The payment of dividends on our common stock will depend on earnings, financial condition, debt covenants in place,
and other business and economic factors affecting us at such time as our Board of Directors may consider relevant. If we do not pay dividends,
our common stock may be less valuable because a return on a stockholders’ investment will only occur if our stock price appreciates.
There are no restrictions that currently limit the Company’s ability to pay cash, or other, dividends on its Common Stock other
than those generally imposed by applicable state law.
Equity
Compensation Plan Information Table
The
Company does not currently have an equity compensation plan in place. Our 2024 Equity and Incentive Compensation Plan shall not be effective
unless and until immediately after the consummation of the Acquisition and the implementation of the Reverse Stock Split expected to
occur in October 2024.
Stock Price
The
following table sets forth for the periods indicated the high and low bid prices per share of our common stock as reported on OTC Pink
Market. These prices represent quotations between dealers without adjustment for retail mark-up, markdown or commission and may not represent
actual transactions.
| Quarterly
Period Ended |
|
High |
|
|
Low |
|
| December
31, 2023 (through October 3, 2024) |
|
$ |
.28 |
|
|
$ |
.035 |
|
| September
30, 2024 |
|
$ |
.071 |
|
|
$ |
.046 |
|
| June
30, 2024 |
|
$ |
.11 |
|
|
$ |
.035 |
|
| March
31, 2024 |
|
$ |
.28 |
|
|
$ |
.066 |
|
| |
|
|
|
|
|
|
|
|
| December
31, 2023 |
|
$ |
.13 |
|
|
$ |
.066 |
|
| September
30, 2023 |
|
$ |
.141 |
|
|
$ |
.125 |
|
| June
30, 2023 |
|
$ |
.357 |
|
|
$ |
.125 |
|
| March
31, 2023 |
|
$ |
1.29 |
|
|
$ |
.30 |
|
Penny
Stock
Our
Common Stock is subject to provisions of Section 15(g) and Rule 15g-9 of the Exchange Act, commonly referred to as the “penny stock
rule.” Section 15(g) sets forth certain requirements for transactions in penny stock, and Rule 15g-9(d) incorporates the definition
of “penny stock” that is found in Rule 3a51-1 of the Exchange Act. The SEC generally defines a penny stock to be any equity
security that has a market price less than $5.00 per share, subject to certain exceptions. The Company is subject to the SEC’s
penny stock rules.
Since
the Common Stock will be deemed to be penny stock, trading in the shares of our common stock is subject to additional sales practice
requirements on broker-dealers who sell penny stock to persons other than established customers and accredited investors, as defined
in Regulation D promulgated under the Securities Act. For transactions covered by these rules, broker-dealers must make a special suitability
determination for the purchase of such security and must have the purchaser’s written consent to the transaction prior to the purchase.
Additionally, for any transaction involving a penny stock, unless exempt the rules require the delivery, prior to the first transaction
of a risk disclosure document, prepared by the SEC, relating to the penny stock market. A broker-dealer also must disclose the commissions
payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements
must be sent disclosing recent price information for the penny stocks held in an account and information to the limited market in penny
stocks. Consequently, these rules may restrict the ability of broker-dealer to trade and/or maintain a market in our common stock and
may affect the ability of the Company’s stockholders to sell their shares of common stock.
ITEM
10
RECENT
SALES OF UNREGISTERED SECURITIES
On
September 12, 2024, the Company issued 10,000,000 shares of the Common Stock to CWR, the holder of 500,000 shares of the Series
A Convertible Preferred Stock of the Company (the “Preferred Stock”), upon the conversion in full of the Preferred Stock
in accordance with its terms. Such shares were issued pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities
Act of 1933, as amended (the “Securities Act”) as a transaction by an issuer not involving any public offering.
As
of September 30, 2024, as a result of the Closing, pursuant to and in connection with the Acquisition, the Company issued an aggregate
of approximately 207,414,147 shares of Common Stock to the former members of Polomar. All of such shares were issued with a restrictive
legend that the shares had not been registered under the Securities Act. The issuance of the shares was exempt from the registration
requirements of the Securities Act in reliance upon Section 4(a)(2) of the Securities Act as an offering not involving a public offering.
ITEM
11
DESCRIPTION
OF CAPITAL STOCK
The
following is a summary of the rights of holders of our capital stock and some of the provisions of our certificate of incorporation and
bylaws and of the Nevada Revised Statutes, or the NRS. This summary is not complete. For more detailed information, please see our certificate
of incorporation and bylaws, which are filed as exhibits to the registration statement of which this prospectus is a part, as well as
the relevant provisions of the NRS.
General
Our
authorized capital stock consists of 295,000,000 shares of common stock and 500,000 shares of preferred stock, par value $0.001 per share.
As of September 30, 2024, immediately subsequent to the Acquisition, there were approximately 276,552,196 shares of our common stock
issued and outstanding.
Common
Stock
Our
common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors.
Except as otherwise required by law or provided in any resolution adopted by our board of directors with respect to any series of preferred
stock, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved
by a majority (or, in the case of election of directors, by a plurality) of the votes entitled to be cast by all shares of our common
stock that are present in person or represented by proxy, subject to any voting rights granted to holders of any preferred stock. Holders
of our common stock representing fifty percent (50%) of our capital stock issued, outstanding and entitled to vote, represented in person
or by proxy, are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding
shares is required to effectuate certain fundamental corporate changes such as liquidation, merger, or an amendment to our Articles of
Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors.
Subject
to any preferential rights of any outstanding series of preferred stock created by our board of directors from time to time, the holders
of shares of our common stock will be entitled to such cash dividends as may be declared from time to time by our board of directors
from funds available, therefore.
Subject
to any preferential rights of any outstanding series of preferred stock created from time to time by our board of directors, upon liquidation,
dissolution or winding up, the holders of shares of our common stock will be entitled to receive pro rata all assets available for distribution
to such holders.
In
the event of any merger or consolidation with or into another company in connection with which shares of our common stock are converted
into or exchangeable for shares of stock, other securities, or property (including cash), all holders of our common stock will be entitled
to receive the same kind and amount of shares of stock and other securities and property (including cash). Holders of our common stock
have no preemptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.
Preferred
Stock
Our
board of directors may become authorized to authorize preferred shares of stock and to divide the authorized shares of our preferred
stock into one or more series, each of which must be so designated as to distinguish the shares of each series of preferred stock from
the shares of all other series and classes. Our board of directors is authorized, within any limitations prescribed by law and our articles
of incorporation, to fix and determine the designations, rights, qualifications, preferences, limitations, and terms of the shares of
any series of preferred stock including, but not limited to, the following:
(1)
The number of shares constituting that series and the distinctive designation of that series, which may be by distinguishing number,
letter, or title;
(2)
The dividend rate on the shares of that series, whether dividends will be cumulative, and if so, from which date(s), and the relative
rights of priority, if any, of payment of dividends on shares of that series;
(3)
Whether that series will have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
(4)
Whether that series will have conversion privileges, and, if so, the terms and conditions of such conversion, including provision for
adjustment of the conversion rate in such events as the Board of Directors determines;
(5)
Whether or not the shares of that series will be redeemable, and, if so, the terms and conditions of such redemption, including the date
or date upon or after which they are redeemable, and the amount per share payable in case of redemption, which amount may vary under
different conditions and at different redemption dates;
(6)
Whether that series will have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount
of such sinking fund;
(7)
The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the corporation,
and the relative rights of priority, if any, of payment of shares of that series; and
(8)
Any other relative rights, preferences, and limitations of that series.
Provisions
in Our Articles of Incorporation and By-Laws That Would Delay, Defer or Prevent a Change in Control
Our
articles of incorporation authorize our board of directors to issue a class of preferred stock commonly known as a “blank check”
preferred stock. Specifically, the preferred stock may be issued from time to time by the board of directors as shares of one (1) or
more classes or series. Our board of directors, subject to the provisions of our Articles of Incorporation and limitations imposed by
law, is authorized to adopt resolutions; to issue the shares; to fix the number of shares; to change the number of shares constituting
any series; and to provide for or change the following: the voting powers; designations; preferences; and relative, participating, optional
or other special rights, qualifications, limitations or restrictions, including the following: dividend rights, including whether dividends
are cumulative; dividend rates; terms of redemption, including sinking fund provisions; redemption prices; conversion rights and liquidation
preferences of the shares constituting any class or series of the preferred stock.
In
each such case, we will not need any further action or vote by our shareholders. One of the effects of undesignated preferred stock may
be to enable the board of directors to render more difficult or to discourage an attempt to obtain control of us by means of a tender
offer, proxy contest, merger or otherwise, and thereby to protect the continuity of our management. The issuance of shares of preferred
stock pursuant to the board of director’s authority described above may adversely affect the rights of holders of common stock.
For example, preferred stock issued by us may rank prior to the common stock as to dividend rights, liquidation preference or both, may
have full or limited voting rights and may be convertible into shares of common stock. Accordingly, the issuance of shares of preferred
stock may discourage bids for the common stock at a premium or may otherwise adversely affect the market price of the common stock.
Certain
Anti-Takeover Provisions
Nevada
Revised Statutes sections 78.378 to 78.379 provide state regulation over the acquisition of a controlling interest in certain Nevada
corporations unless the articles of incorporation or bylaws of the corporation provide that the provisions of these sections do not apply.
Our articles of incorporation and bylaws do not state that these provisions do not apply. The statute creates a number of restrictions
on the ability of a person or entity to acquire control of a Nevada company by setting down certain rules of conduct and voting restrictions
in any acquisition attempt, among other things. The statute is limited to corporations that are organized in the state of Nevada and
that have 200 or more stockholders, at least 100 of whom are stockholders of record and residents of the State of Nevada; and does business
in the State of Nevada directly or through an affiliated corporation. Because of these conditions, the statute currently does not apply
to our company.
Transfer
Agent
The
Company’s transfer agent for the Common Stock is Pacific Stock Transfer Company and may be contacted at Pacific Stock Transfer
Company, 6725 Via Austi Parkway, Suite 300, Las Vegas, Nevada 89119. Their telephone number is (702) 361-3033.
ITEM
12
INDEMNIFICATION
OF DIRECTORS AND OFFICERS
The
Company is incorporated under the laws of the State of Nevada.
NRS
Section 78.7502 provides that a corporation shall indemnify any director, officer, employee or agent of a corporation against expenses,
including attorneys’ fees, actually and reasonably incurred by him in connection with any the defense to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding
referred to Section 78.7502(1) or 78.7502(2), or in defense of any claim, issue or matter therein.
NRS
78.7502(1) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, except an action by or in
the right of the corporation, by reason of the fact that he is or was a director, officer, employee or agent of the corporation, or is
or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorneys’ fees, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with the action, suit or proceeding if he: (a) is not liable pursuant to NRS 78.138;
or (b) acted in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the corporation,
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.
NRS
Section 78.7502(2) provides that a corporation may indemnify any person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason
of the fact that he is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys’ fees actually and reasonably incurred by him in connection with the defense
or settlement of the action or suit if he: (a) is not liable pursuant to NRS 78.138; or (b) acted in good faith and in a manner which
he reasonably believed to be in or not opposed to the best interests of the corporation. Indemnification may not be made for any claim,
issue or matter as to which such a person has been adjudged by a court of competent jurisdiction, after exhaustion of all appeals there
from, to be liable to the corporation or for amounts paid in settlement to the corporation, unless and only to the extent that the court
in which the action or suit was brought or other court of competent jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses as the court deems proper.
NRS
Section 78.747 provides that except as otherwise provided by specific statute, no director or officer of a corporation is individually
liable for a debt or liability of the corporation, unless the director or officer acts as the alter ego of the corporation. The court
as a matter of law must determine the question of whether a director or officer acts as the alter ego of a corporation.
Under
our bylaws, every person who was or is a party to, or is threatened to be made a party to, or is involved in any action, suit, or proceeding,
whether civil, criminal, administrative, or investigative, by reason of the fact that he is or was our director or officer, or is or
was serving at our request as a director or officer of another corporation, or as its representative in a partnership, joint venture,
trust, or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State
of Nevada from time to time against all expenses, liability, and loss (including attorneys’ fees judgments, fines, and amounts
paid or to be paid in settlement) reasonably incurred or suffered by him or her in connection therewith. Such right of indemnification
shall be a contract right, which may be enforced in any manner desired by such person. The expenses of officers and directors incurred
in defending a civil or criminal action, suit, or proceeding must be paid by us as they are incurred and in advance of the final disposition
of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if
it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by us. Such right of indemnification
shall not be exclusive of any other right which such directors, officers, or representatives may have or hereafter acquire, and, without
limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement,
vote of shareholders, provision of law, or otherwise.
Without
limiting the application of the foregoing, our board of directors may adopt bylaws from time to time with respect to indemnification,
to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause us to purchase and maintain
insurance on behalf of any person who is or was our director or officer, or is or was serving at our request as a director or officer
of another corporation, or as its representative in a partnership, joint venture, trust, or other enterprise against any liability asserted
against such person and incurred in any such capacity or arising out of such status, whether or not we would have the power to indemnify
such person. The indemnification provided shall continue as to a person who has ceased to be a director, officer, employee, or agent,
and shall inure to the benefit of the heirs, executors, and administrators of such person.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
We
have not entered into any agreements with our directors and executive officers that require us to indemnify these persons against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection
with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that the person
is or was our director or officer or any of our affiliated enterprises.
We
have the power to purchase and maintain insurance on behalf of any person who is or was one of our directors or officers, or is or was
serving at our request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other business
against any liability asserted against the person or incurred by the person in any of these capacities, or arising out of the person’s
fulfilling one of these capacities, and related expenses, whether or not we would have the power to indemnify the person against the
claim under the provisions of the NRS. We currently maintain director and officer liability insurance on behalf of our director and officers.
ITEM
13
FINANCIAL
STATEMENTS
See
information contained in Item 9.01 below.
ITEM
14
CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING OR FINANCIAL DISCLOSURE
Not
applicable.
ITEM
15
FINANCIAL
STATEMENTS AND EXHIBITS
See
information contained in Item 9.01 below.
Item
3.02. Unregistered Sales of Equity Securities.
Reference
is made to the disclosures set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.
Item
5.01 Changes in Control of Registrant
Reference
is made to the disclosures set forth under Item 1.01 and Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated
herein by reference.
Item 5.02 Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.
Effective on October 1, 2024, David Spiegel was
appointed as a director to fill a newly formed vacancy on the Board of Directors of Trustfeed Corp. (the “Company”), 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.
David Spiegel, 61, has over 30 years of consulting
and senior level management experience in the biotechnology industry, marketing, communications and financial fields, and has consulted
in other industries, as well. Since April 1994, he has been the principal and founder of David A. Spiegel, LLC, a general consulting
firm that has represented companies that range from the Fortune 50 to start-ups. He is the founder, CEO, President and a member of the
Board of Directors of IES Life Sciences, Inc., a private molecular diagnostics company, since January 2013, and the founder, CEO and
a member of the Board of Directors of Knowledge Pharmaceuticals Inc., a private drug development company, since January 2022. He is a
member of the Board of Directors of and an advisor to Novitrica, a private gene delivery company, and a member of the Science Advisory
Board of and a consultant to Altanine, Inc., a private drug delivery company. In addition to his consulting, Mr. Spiegel founded the
Carol H. Barletta Foundation in honor of his late wife. The charity contributes to no kill animal shelters and programs for distressed
inner-city youth. David Spiegel holds a Bachelor of Science degree in Electrical Engineering from the University of Bridgeport in Connecticut
and earned an MBA from the Wharton School at the University of Pennsylvania.
The Company believes Mr. Spiegel is qualified
as a Board member of the Company because of his experience in working with start-up and early-stage companies to help them define market
segmentation, competition, compensation guidelines, job descriptions and funding resources.
There are no related party transactions between
the Company and Mr. Spiegel that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange
Act of 1934, as amended.
Item
9.01 Financial Statements, Pro Forma Financial Information and Exhibits
(a)
Financial Statements of Businesses Acquired.
In
accordance with Item 9.01(a)(4), the Company intends to file Polomar’s audited financial statements for the period from
April 26, 2023 (inception) through December 31, 2023, and its unaudited financial statements for and as of the three and six months ended
June 30, 2024 as an amendment to this Form 8-K within seventy-one days of the date of the filing of this Current Report on Form 8-K
with the Securities and Exchange Commission.
(b)
Pro forma financial information.
Pursuant to Item
9.01(b)(2) of Form 8-K, the Company intends to file the financial information required by this paragraph (b) of Item 9.01 as an amendment
to this Form 8-K within seventy-one days of the date of this Current Report on Form 8-K as filed with the Securities and Exchange Commission.
(d)
Exhibits.
The
exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:
| Exhibit
Number |
|
Description
of Document |
| 2.1 |
|
Contribution Agreement, dated September 14, 2021 (3) |
| 2.2 |
|
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 (5) |
| 3.1 |
|
Articles of Incorporation, dated September 14, 2000 (1) |
| 3.2 |
|
Certificate of Amendment, dated July 24, 2003 (1) |
| 3.3 |
|
Certificate of Change, dated April 27, 2010 (2) |
| 3.4 |
|
Certificate of Amendment, dated May 3, 2011 (3) |
| 3.5 |
|
Certificate of Amendment, dated March 6, 2019 (3) |
| 3.6 |
|
Certificate of Amendment, September 23, 2021 (3) |
| 3.7 |
|
Certificate of Change, September 23, 2021 (3) |
| 4.1 |
|
Certificate of Amendment, dated November 7, 2022 (3) |
| 4.2 |
|
Bylaws (1) |
| 10.1* |
|
Professional Services Agreement, dated March 21, 2024, by and among Trustfeed Corp., Terrence M. Tierney and Profesco, Inc.(4) |
| 10.2 |
|
Know
How and Patent License Agreement, dated as of June 29, 2024, between Trustfeed Corp. and Pinata Holdings, Inc.(6) |
| 10.3 |
|
Promissory
Note and Loan Agreement (7) |
| 10.4* |
|
2024
Equity and Incentive Compensation Plan (8) |
| 14.1 |
|
Code of Ethics (3) |
| 21.1 |
|
Subsidiaries of the Registrant |
| 104 |
|
Cover
Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| * |
Indicates
management contract or compensatory plan or arrangement |
| |
|
| (1) |
Incorporated
by reference to Registration Statement on Form S-1 filed July 21, 2008 |
| (2) |
Incorporated
by reference to the Registration Statement on 8-K filed with the Securities and Exchange Commission on June 10, 2010 |
| (3) |
Incorporated
by reference to Registration Statement on Form 10 filed May 31, 2023 |
| (4) |
Incorporated
by reference to the Current Report on Form 8-K filed March 25, 2024 |
| (5) |
Incorporated
by reference to the Current Report on Form 8-K filed July 2, 2024 |
| (6) |
Incorporated
by reference to the Current Report on Form 8-K filed July 5, 2024 |
| (7) |
Incorporated
by reference to the Current Report on Form 8-K filed August 21, 2024 |
| (8) |
Incorporated
by reference to Appendix B to the Definitive Schedule 14C Information Statement of the Company filed on August 1, 2024 |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, hereunto duly authorized.
| |
TRUSTFEED
CORP. |
| |
|
|
| Date:
October 4, 2024 |
By:
|
/s/
Terrence M. Tierney |
| |
Name: |
Terrence
M. Tierney |
| |
Title: |
President
and Chief Financial Officer |
Exhibit
21.1
SUBSIDIARIES
OF TRUSTFEED CORP.
Polomar
Specialty Pharmacy, LLC, a Florida limited liability company
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dei_EntityEmergingGrowthCompany |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
| Name: |
dei_EntityFileNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:fileNumberItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
| Name: |
dei_EntityIncorporationStateCountryCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:edgarStateCountryItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityRegistrantName |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| Name: |
dei_LocalPhoneNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| Name: |
dei_PreCommencementIssuerTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Trustfeed (PK) (USOTC:TRFE)
過去 株価チャート
から 10 2024 まで 11 2024
Trustfeed (PK) (USOTC:TRFE)
過去 株価チャート
から 11 2023 まで 11 2024
