aibioPolomar Health reconstitutes its board and amends the equity plan
Tickers PMHS
Four directors were elected effective July 1, 2026, George Hornig became executive chairman and Terrence M. Tierney became interim chief executive officer. The annual evergreen increase falls from 10% to 3%.
Key facts
- Company
- Polomar Health Services, Inc. (OTC: PMHS)
- News type
- Company Updates
- Primary source
- Polomar Health Services, Inc. 8-K (2026-07-06)
Polomar Health Services, Inc. reported in a Form 8-K filed July 6, 2026 that David Spiegel and Terrence M. Tierney resigned as directors, effective 12:01 a.m. EDT on July 1, 2026. Mr. Tierney remained the company's interim chief executive officer. The filing says neither resignation resulted from a disagreement with the company on its operations, policies or practices.
New directors
On July 1, 2026, by unanimous written consent, the board fixed its size at five directors. It elected George Hornig, Alexandra Peterson, Gabrielle Toledano and George Caruolo to fill the vacancies and the newly created seats. Gabriel Del Virginia, an incumbent director, continues in office. The restructuring was approved by the written consent of the holders of all outstanding shares of Series A Convertible Preferred Stock, including CWR 1, LLC, the majority holder, as required under the certificate of designations dated June 30, 2025.
The board appointed the directors to committees. Audit Committee members are George Caruolo, who chairs it, Gabriel Del Virginia and Gabrielle Toledano. The Compensation Committee is chaired by Gabrielle Toledano, with Alexandra Peterson and Gabriel Del Virginia. The Nominating and Corporate Governance Committee is chaired by Gabriel Del Virginia, with Alexandra Peterson and George Caruolo. The board designated George Caruolo as lead independent director.
New officers
Effective 11:00 a.m. EDT on July 1, 2026, the board appointed George Hornig as executive chairman, an executive officer position, and elected him chair of the board. Terrence M. Tierney was appointed interim chief executive officer and designated the company's principal executive officer. Timothy M. Papp was appointed secretary and general counsel. The filing says Mr. Papp has more than 20 years of experience advising public and private companies on corporate governance, mergers and acquisitions, securities compliance and reporting, and complex litigation. He is admitted to practice law in Florida and Pennsylvania.
Special committee
The board also established a special committee, composed of Gabrielle Toledano, who chairs it, and Alexandra Peterson. The committee will review, evaluate, negotiate and make recommendations on a proposed acquisition by the company of certain intellectual property and related assets from entities affiliated with holders of the Series A preferred stock. The board will not approve such a transaction without the committee's favorable recommendation. The committee may retain independent legal counsel and an independent financial advisor, including to render a fairness opinion.
Equity plan and bylaws
On July 1, 2026, the board amended and restated the equity and incentive compensation plan originally adopted July 11, 2024. The amendment reduces the automatic annual evergreen increase in authorized shares from 10% to 3% of the common stock outstanding on December 31 of the prior year, starting with the increase scheduled for January 1, 2027. The plan is renamed the Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan. The filing also reports that the board adopted amended and restated bylaws, effective at the same time as the board changes.
Company background
The company was named Trustfeed Corp. before its September 30, 2024, merger with Polomar Specialty Pharmacy, LLC. The annual report filed May 6, 2026 describes Polomar as a development stage company with a limited operating history. SEC XBRL data reports revenue of $648,231 for the fiscal year ended December 31, 2025, compared with $58,824 for 2024, and a net loss of $10.7 million for 2025. Year-end cash and cash equivalents were $132,150 at the end of 2025.
What the filing leaves out
The special committee exists because the proposed intellectual property purchase would come from entities affiliated with holders of the Series A preferred stock, the same holders whose written consent approved this board restructuring, including majority holder CWR 1, LLC. The filing does not name the assets or the counterparties, and gives no price or financing for the deal. A company with a net loss of $10.7 million for 2025 and $132,150 in year-end cash would have to find the money somewhere. The lower evergreen cap takes effect with the increase scheduled for January 1, 2027.