UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check one):   ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR
     
    For Period Ended: June 30, 2025
     
    ☐ Transition Report on Form 10-K
     
    ☐ Transition Report on Form 20-F
     
    ☐ Transition Report on Form 11-K
     
    ☐ Transition Report on Form 10-Q
     
    ☐ Transition Report on Form N-SAR
     
    For the Transition Period Ended:

 

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

 

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

 

PART I — REGISTRANT INFORMATION

 

POLOMAR HEALTH SERVICES, INC.

 

Full Name of Registrant

 

 

 

Former Name if Applicable

 

10940 Wilshire Boulevard, Suite 1500

 

Address of Principal Executive Office (Street and Number)

 

Los Angeles, California 90024

 

City, State and Zip Code

 

 

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☐ (a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
   
(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
   
(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report portion thereof, could not be filed within the prescribed time period.

 

The Registrant has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025 (the “Quarterly Report”), primarily as a result of the Registrant’s inability, due to unexpected delays to complete the financial statements without undue expense or effort. The Company is working diligently to complete the Q2 2025 Form 10-Q as soon as possible. The Registrant expects to file within five calendar days hereof.

 

SEC 1344 (04-09)   Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

(Attach extra Sheets if Needed)

 

PART IV — OTHER INFORMATION

 

(1) Name and telephone number of person to contact in regard to this notification
   
  Terrence M. Tierney   (212)   245-3413
  (Name)   (Area Code)   (Telephone Number)

 

(2)

Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

  Yes ☒ No ☐
   
(3)

Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

  Yes ☒ No ☐
   
  If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
   
 

On June 28, 2024, the registrant (then named Trustfeed Corp.), Polomar Acquisition, L.L.C., a Florida limited liability company, and wholly owned subsidiary of Trustfeed (“Merger Sub”) and Polomar Specialty Pharmacy, LLC, a Florida limited liability company (“Polomar”) entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Polomar, with Polomar continuing as the surviving company (the “Surviving Company”) and a wholly owned subsidiary of the registrant (the “Merger”).On September 30, 2024, the Merger and the other transactions described in the Merger Agreement were consummated. The Merger is considered a “reverse recapitalization” as the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial statements of the registrant. As a result of the Merger, the registrant ceased commercializing its business from prior to the Merger, and operates Polomar Specialty Pharmacy, a State of Florida licensed retail compounding pharmacy.

 

The registrant had revenues of approximately $10,011 for the six months ended June 30, 2025, compared to $28,195 for the six months ended June 30, 2024. The decrease in revenues over the previous accounting period was primarily due to the registrant’s change in its business as a result of the Merger and, more specifically, a transition from a retail to a wholesale business model.

   
 

Operating expenses, which consisted mainly of general and administrative expenses, increased to approximately $434,691 for the six months ended June 30, 2025, from approximately $364,179 for the six months ended June 30, 2024. Operating expenses for the six months ended June 30, 2025, consisted mainly of legal and accounting fees associated with the registrant’s SEC filings of approximately $43,897, consulting fees of approximately $72,000, interest expense of $83,676 and payroll of approximately $163,725. In comparison, the registrant’s operating expenses for the six months ended June 30, 2024 consisted mainly of legal and accounting fees associated with the registrant’s SEC filings of approximately $63,399 and payroll of $72,252.

   
  The registrant recorded a net loss of approximately $953,187 for the six months ended June 30, 2025, as compared with a net loss of approximately $351,210 for the six months ended June 30 , 2024, as a result of the expenses incurred and insufficient revenues generated during the period, as described further above.

 

 

 

 

POLOMAR HEALTH SERVICES, INC.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: August 15, 2025 By: /s/ Terrence M. Tierney
      Terrence M. Tierney
      President