{"url_path":"/sec/pmhs/8-k/2026-07-06/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1265521/0001493152-26-032176-index.html","accession_number":"0001493152-26-032176","cik":"0001265521","ticker":"PMHS","issuer_name":"Polomar Health Services, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1265521/0001493152-26-032176-index.html","primary_entity_key":"0001265521","primary_entity_name":"Polomar Health Services, Inc."},"word_count":1032,"has_tables":true,"body_markdown":"**Item\n5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of\nCertain Officers.**\n\n \n\n*Resignation\nof Directors*\n\n \n\nEffective\nas of 12:01 a.m. (EDT) on July 1, 2026 (the “Effective Time”), each of David Spiegel and Terrence M. Tierney resigned as\na director of Polomar Health Services, Inc., a Nevada corporation (the “Company”). Mr. Tierney’s resignation was from\nthe Company’s board of directors (the “Board”) only, and he continues to serve as the Company’s Interim Chief\nExecutive Officer, as described below. Neither resignation was the result of any disagreement with the Company on any matter relating\nto the Company’s operations, policies or practices. [Confirm with each departing director prior to filing.]\n\n \n\n*Election\nof Directors; Reconstitution of the Board*\n\n \n\nOn\nJuly 1, 2026, by unanimous written consent, the Board fixed the size of the Board at five (5) directors and, effective as of the Effective\nTime, elected George Hornig, Alexandra Peterson, Gabrielle Toledano and George Caruolo as directors of the Company to fill the vacancies\nresulting from the foregoing resignations and the newly created directorships resulting from the increase in the size of the Board, in\neach case to hold office until the next annual meeting of stockholders and until his or her successor is duly elected and qualified,\nor until his or her earlier death, resignation or removal. Gabriel Del Virginia, an incumbent director, continues in office. Immediately\nfollowing the Effective Time, the Board consists of Messrs. Hornig, Caruolo and Del Virginia and Mses. Peterson and Toledano.\n\n \n\nThe\nrestructuring of the Board and related governance actions were approved by the written consent of the holders of all of the outstanding\nshares of the Company’s Series A Convertible Preferred Stock, including CWR 1, LLC, the majority holder thereof, as required under\nthe Certificate of Designations of Rights, Preferences and Limitations of Series A Convertible Preferred Stock, dated June 30, 2025.\nOther than the foregoing consent, there are no arrangements or understandings between any of the newly elected directors and any other\nperson pursuant to which such director was elected.\n\n \n\nThe\nBoard appointed the new directors to the following committees of the Board: Audit Committee — George Caruolo (Chair), Gabriel Del\nVirginia and Gabrielle Toledano; Compensation Committee — Gabrielle Toledano (Chair), Alexandra Peterson and Gabriel Del Virginia;\nand Nominating and Corporate Governance Committee — Gabriel Del Virginia (Chair), Alexandra Peterson and George Caruolo. George\nCaruolo was designated Lead Independent Director.\n\n \n\nThe\nBoard also established a Special Committee of the Board, composed of Gabrielle Toledano (Chair) and Alexandra Peterson, each of whom\nthe Board has determined is independent and disinterested with respect to the matters within the committee’s mandate, to review,\nevaluate, negotiate and make recommendations to the Board with respect to a proposed acquisition by the Company of certain intellectual\nproperty and related assets from certain entities affiliated with holders of the Company’s Series A Convertible Preferred Stock.\nThe Board will not approve any such transaction without the prior favorable recommendation of the Special Committee. The Special Committee\nis authorized to retain independent legal counsel and an independent financial advisor, including to render a fairness opinion.\n\n \n\nNone\nof the newly elected directors has any direct or indirect material interest in any transaction with the Company required to be disclosed\npursuant to Item 404(a) of Regulation S-K. Each non-employee director will be compensated for Board service in accordance with the Company’s\ndirector compensation policy.\n\n \n\n*Appointment\nof Officers*\n\n \n\nOn\nJuly 1, 2026, by unanimous written consent, the Board appointed, effective as of 11:00 a.m. (EDT) on July 1, 2026, the following officers\nof the Company:\n\n \n\nGeorge\nHornig was appointed Executive Chairman of the Company, an executive officer position, and was elected Chair of the Board. Terrence M.\nTierney was appointed Interim Chief Executive Officer of the Company and designated as the Company’s principal executive officer;\nthe Interim Chief Executive Officer also serves as the equivalent of the president of the Company under the Company’s Amended and\nRestated Bylaws. Timothy M. Papp was appointed Secretary and General Counsel of the Company.\n\n \n\n \n\n \n\n \n\nMr.\nPapp has more than 20 years of experience advising public and private companies on corporate governance, mergers and acquisitions, securities\ncompliance and reporting, complex litigation and risk management and has served as general counsel to a portfolio of publicly traded\nand privately held biopharmaceutical, life sciences and technology companies, advising boards of directors and senior management on corporate\ngovernance, transactions and Exchange Act reporting obligations. Mr. Papp received his Juris Doctor from Duquesne University School of\nLaw, a Master of Laws (LL.M.) in corporate governance and mergers and acquisitions from the London School of Economics and a Doctor of\nBusiness Administration from the University of South Florida and is admitted to practice law in Florida and Pennsylvania.\n\n \n\nThere\nare no family relationships between Mr. Papp and any director or executive officer of the Company, there is no arrangement or understanding\nbetween Mr. Papp and any other person pursuant to which he was appointed, and Mr. Papp has no direct or indirect material interest in\nany transaction with the Company required to be disclosed pursuant to Item 404(a) of Regulation S-K.\n\n \n\n*Amendment\nand Restatement of Equity Plan*\n\n \n\nAlso\non July 1, 2026, the Board amended and restated the Company’s equity and incentive compensation plan originally adopted July 11,\n2024 (formerly the “Trustfeed Corp. 2024 Equity and Incentive Compensation Plan”), to (i) reduce the automatic annual “evergreen”\nincrease in the number of shares of common stock authorized for issuance under the plan from ten percent (10%) to three percent (3%)\nof the total number of shares of common stock outstanding on December 31 of the immediately preceding calendar year, commencing with\nthe increase scheduled for January 1, 2027, (ii) rename the plan the “Polomar Health Services, Inc. 2026 Equity and Incentive Compensation\nPlan” (the “2026 Plan”), and (iii) make a non-substantive cross-reference correction. Except as so amended, the plan\nremains in effect in accordance with its terms. The foregoing description of the 2026 Plan does not purport to be complete and is qualified\nin its entirety by reference to the full text of the 2026 Plan, a copy of which is attached hereto as Exhibit 10.1 and is incorporated\nby reference herein."}