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SUBSEQUENT EVENTS
6 Months Ended
Jun. 30, 2026
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 9 – SUBSEQUENT EVENTS

 

The Company has evaluated events and transactions occurring after June 30, 2026, through (the date these financial statements were issued), and has identified the following matters requiring disclosure. Unless otherwise noted, there are non-recognized subsequent events under ASC 855-10 that do not adjust amounts for the financial statements but are material enough to warrant disclosure.

 

On July 1, 2026, the Company granted an option to purchase 500,000 shares of common stock at an exercise price of $0.26 per share, the fair market value on the grant date. The options vest as follows: a) 25% of the options vest on the grant date and b) the remainder vest over the following thirty-six-month period. Although the Compensation Committee approved the general terms of this award on May 15, 2026, the award’s key terms were not finalized and communicated to the recipient until July 1, 2026, which the Company has determined to be the grant date under ASC 718. As no grant date had been established and no award was outstanding prior to July 1, 2026, this award was accounted for as a new grant, not a modification of a previously approved award.

 

Corporate Governance

 

Effective July 1, 2026, David Spiegel and Mr. Tierney resigned from the Company’s Board of Directors. Mr. Tierney continues to serve as President and Interim Chief Executive Officer. The Board was expanded from one to five directors with the appointments of George Hornig, Alexandra Peterson, Gabrielle Toledano, and George Caruolo, while Gabriel Del Virginia continued as a director.

 

The Board also, appointed George Caruolo as Lead Independent Director, and established a Special Committee of independent directors to review and make recommendations regarding potential related-party acquisition transactions.

 

Officer Appointments

 

Effective July 1, 2026, George Hornig was appointed Executive Chairman and Chair of the Board, Mr. Tierney was appointed Interim Chief Executive Officer and principal executive officer, and Timothy M. Papp was appointed Secretary and General Counsel.

 

Effective July 15, 2026, Douglas Beck was appointed Chief Financial Officer and Treasurer and now serves as the Company’s principal financial officer and principal accounting officer.

 

2024 Equity Incentive Plan

 

On July 1, 2026, the Board amended and restated the Company’s equity incentive plan, which was renamed the Polomar Health Services s, Inc. 2026 Equity and Incentive Compensation Plan. The amendment, among other changes, reduced the annual evergreen share reserve increase from 10% to 3% of outstanding common stock, effective beginning January 1, 2027. All other material terms of the plan remain unchanged.

 

On July 1, 2026, Mr. Tierney was issued 100,000 shares of common stock to fulfill stock compensation provisions of his employment agreement.

 

Lease

 

On August 1, 2026, the Company signed a two-year office lease in New York City, for a corporate office. The monthly rent is approximately $4,100.