aibioPolomar Health waives Altanine merger conditions and amends CEO pact
Tickers PMHS
A May 11, 2026 consent and waiver letter sets aside several closing conditions and requires updated audited financial statements. A May 12 amendment cuts the chief executive's base salary to $19,000 a month.
Key facts
- Company
- Polomar Health Services, Inc. (OTC: PMHS)
- News type
- Distress
- Primary source
- Polomar Health Services, Inc. 8-K (2026-05-15)
Polomar Health Services, Inc. reported in a Form 8-K filed May 15, 2026 that on May 11, 2026 it and Altanine, Inc. agreed to waive several closing conditions of their merger agreement. The merger agreement is dated July 23, 2025, and was amended on October 8, 2025. The waiver is set out in a Consent and Waiver Agreement attached to the filing as Exhibit 10.1.
The waived conditions
The conditions waived under the agreement were the following. The S-4 registration statement had to be declared effective and not be the subject of a stop order. The Nasdaq listing application had to be approved. Polomar, as the parent, had to perform its covenants, including entering into an equity credit line of a minimum of $25 million at terms to be mutually agreeable. Polomar also had to carry out a reverse stock split to achieve a stock price of $10.00 per share before the closing. Finally, a concurrent financing had to be completed.
The parties also amended Section 6.2(e) of the merger agreement. As amended, it says the company shall deliver updated audited financial statements for the fiscal year ended December 31, 2025, together with audited statements for the fiscal year ended December 31, 2024. Both sets must be audited by a PCAOB-registered public accounting firm, prepared under U.S. GAAP and suitable for SEC filings, and delivered before the closing.
The waiver letter says the parties will promptly complete the merger once the remaining closing conditions are satisfied or waived. It also says that a failure to complete the waived conditions will not trigger or violate any rights, obligations, covenants or events of default under the merger agreement, and that any such rights are irrevocably waived.
The chief executive's amended agreement
On May 12, 2026, Polomar and Terrence M. Tierney, its chief executive officer, executed a First Amendment to his executive employment agreement dated September 1, 2025. Under the amendment, upon closing of the proposed merger with Altanine, Mr. Tierney would resign as chief executive officer, president and secretary and take the position of executive vice president and chief operating officer.
The amendment also reduces his base salary, retroactive to November 1, 2025, to $19,000 a month, subject to a $5,000 per month increase when the company meets certain requirements. His annual bonus changes from a target of 75% of base salary to a discretionary bonus tied to key performance indicators. He would receive an additional 500,000 nonqualified stock options. Severance for termination without cause or for good reason becomes four months of base salary plus a pro-rata amount of the previous year's bonus.
A security interest
On May 11, 2026, Polomar consented under the merger agreement, by written consent of a majority of its stockholders and unanimous consent of its board, to let Altanine grant a security interest in all assets of its wholly owned subsidiary, Pinata Holdings, Inc. The grant is to CWR 1, LLC, under a modification of a note between Altanine and CWR 1. The assets of Pinata include patent claims, pending patents, future patents and other intangible assets. Altanine also grants a security interest in all of its own assets, including its deposit accounts. The filing says CWR 1 is an affiliate of both Polomar and Altanine.
Company background
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, and a net loss of $10.7 million for 2025.
What the waivers mean
The waived conditions covered the listing approval, the $25 million equity credit line, the reverse split and the concurrent financing, the items that would have tested whether the combined company could fund itself and list. With them gone, the merger can close without any of that in place, and the filing says nothing on how the combined company would be financed. The security interest runs to CWR 1, an affiliate of both merger parties, so the lender is a related party. Polomar reported a net loss of $10.7 million for 2025 against revenue of $648,231. The Tierney amendment takes effect only if the merger closes.