NOTE 8 – COMMITMENTS AND CONTINGENCIES

Employment Agreement

On May 12, 2026, the Company and Terrence M. Tierney, the Company’s Chief Executive Officer, executed a First Amendment to Mr. Tierney’s Executive Employment Agreement dated September 15, 2025 (the “First Amendment”). The First Amendment reduced Mr. Tierney’s base salary retroactive to his November 1, 2025 start date to $19,000 per month, subject to increase to $24,000 per month upon the earlier of the Company raising $5,000,000 in new equity or up-listing to a national securities exchange; replaced the prior target bonus with a discretionary annual bonus tied to key performance indicators; modified the severance provisions; and confirmed that 100,000 shares of the Company’s common stock were fully vested as of that date.

The First Amendment also amended and restated the option provisions of the employment agreement in their entirety. The previously disclosed option to purchase 1,000,000 shares of common stock at an exercise price of $0.20 per share was never granted or issued and will not be granted, and Mr. Tierney has confirmed in writing that he relinquishes any right to it. In its place, the First Amendment provides for an option to purchase 500,000 shares at an exercise price of $0.26 per share, and two additional options to purchase 500,000 shares each with exercise prices to be determined by formula based on the trailing average closing price of the common stock preceding the applicable grant date, in each case with a ten-year term and vesting 25% on grant with the remainder vesting in equal monthly installments thereafter.

As of June 30, 2026, no options had been granted or issued to Mr. Tierney under the employment agreement, as amended, no award agreements evidencing such options had been executed, and no stock-based compensation expense had been recognized with respect thereto, see Note 9, Subsequent Events.

The foregoing description is qualified in its entirety by reference to the First Amendment, filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K filed May 15, 2026.

License Agreement

On June 29, 2024, the Company entered into a Know How and Patent License Agreement with Pinata Holdings, Inc. (“Pinata”), an affiliate of CWR, as restated and amended on January 9, 2025 (the “Agreement”). The Agreement granted the Company a worldwide, non-exclusive, non-transferable license to certain patent-pending intellectual property and know-how related to the delivery of products containing metformin, eletriptan, sumatriptan, semaglutide, liraglutide, and sildenafil, in exchange for royalties of 10% to 20% of net sales of products utilizing the licensed IP. On June 12, 2026, the Company and Pinata mutually agreed to terminate the Agreement. Under the termination, the Company’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC, retains the right to sell, distribute, or otherwise dispose of its remaining inhalable sildenafil inventory through September 7, 2026.

License Agreement Valuation

The Company utilized the income approach to value the intellectual property rights licensed from Pinata. The Company, based upon contractual obligations and sales projections provided to us by ForHumanity Health, Inc. (see below), projected annual gross revenues through December 31, 2029. After deducting contractual royalties due to Pinata and cost of goods sold we determined that the license had a net present value of $9,735,000. We additionally took into consideration that while the term of the license is perpetual it is non-exclusive, the underlying intellectual property has not as of the date of this filing been granted patent protection by the USPTO and the license is terminable on one-hundred eighty (180) days notice by either party. The Company has elected to accelerate the amortization of our intangible assets and have reduced the carry value to zero as more fully set forth below.

We have experienced significant delays in bringing the licensed products to market including delays in sourcing active pharmaceutical ingredients, particularly eletriptan, manufacturing, completing required stability and sterility testing, and delays in conducting and completing clinical trials. As a result of these delays and other challenges in marketing products utilizing the IP Rights we and Pinata mutually agreed to terminate the license agreement effective June 12, 2026. Additionally, our former marketing partner, ForHumanity Health, Inc. (“FHH”) expressed concerns regarding efficacy of the inhaled sildenafil product and elected not to pursue an agreement to market the metformin gummy. As a result of these uncertainties and other market conditions we elected to accelerate the amortization of our intangible assets.

ForHumanity Agreement

On March 11, 2025, Polomar executed a Product Fulfillment and Distribution Agreement, effective on March 12, 2025, as amended on March 17, 2025, and Amended and Restated on August 19, 2025, and as amended on September 23, 2025, and December 8, 2025, with ForHumanity Health, Inc., a Delaware corporation (“FHH”) and Island Group 40, LLC (“IG4”), (collectively, the “ForHumanity Agreement”).

The ForHumanity Agreement allows FHH to exclusively market (through April 30, 2026), Polomar’s previously licensed, patent pending, inhalable sildenafil, marketed as VigorAir^™. While sildenafil and eletriptan have been approved by the FDA for prescription use in an oral form and both medications are generally regarded as safe, the FDA has not approved our inhalable compounded formulation. Pursuant to the ForHumanity Agreement, Polomar shall be solely responsible for fulfilling valid prescriptions for the above-referenced medications through Polomar Specialty Pharmacy. IG4 provides account management services on behalf of Polomar.

The ForHumanity Agreement incorporates the following material terms:

CareValidate Agreement

On September 23, 2025, the Company executed a one-year Pharmacy Services and Compounding Agreement (“Services Agreement”) with CareValidate Incorporated (“CareValidate”). The agreement provides for the Company’s wholly owned subsidiary, Polomar Specialty Pharmacy, LLC (“Polomar”) to fill prescriptions for compounded GLP-1 agonists on behalf of CareValidate’s telehealth networks. Polomar began fulfilling prescriptions pursuant to the terms of the Services Agreement on October 6, 2025. CareValidate is Polomar’s primary customer.

Litigation

The Company may be involved from time to time in legal proceedings and claims arising in the ordinary course of business. The Company records a liability for loss contingencies when it is probable and reasonably estimable,

The Company received a demand letter from FHH relating to matters arising from prior business dealings, to which the Company responded. Since that time, there has been no further communication between the parties. No complaint has been filed, and the Company is not a defendant in any proceeding relating to this matter Based on the information currently available, management has concluded that the likelihood of a loss is remote and, if a loss were to occur, the amount cannot presently be estimated. Accordingly, no liability has been recorded in the accompanying financial statements as of June 30, 2026. The Company will continue to monitor this matter and will reassess its conclusion, and record a liability if warranted, if new information becomes available or if the matter progresses to formal legal proceedings.