NOTE 3 – RELATED PARTY TRANSACTIONS

Reprise Management, Inc.

On August 13, 2024, as amended on November 8, 2024, Polomar Pharmacy entered into a Promissory Note and Loan Agreement with Reprise Management, Inc. (“Reprise”), as the lender (the “Reprise Note”). Pursuant to the Reprise Note, Reprise agreed to loan Polomar Pharmacy up to $700,000 in one or more advances from time to time. An initial draw under the Reprise Note in the amount of $522,788 was made, which funds were used to repay all amounts due to Reprise pursuant to prior undocumented loans provided by Reprise to Polomar Pharmacy. As of June 30, 2025, the outstanding principal amount of the Reprise Note was $808,875 plus accrued interest of $88,674. Also, on June 30, 2025, Reprise exchanged $300,000 of the amount due under the Reprise Note, for sixty (60) shares of the Company’ designated and issued Series A Preferred Stock, par value $0.001 per share. The Reprise Note was amended on July 2, 2025, providing that the remaining principal balance of $597,550 of the Reprise Note shall have an annual interest rate of 12%. Reprise is an affiliate of Daniel Gordon (“Gordon”) and GLD Partners, LP. (“GLDLP”). Gordon is the President of Reprise and the majority shareholder of GLD Management, Inc. (“GLD Management”), the general partner of GLDLP, affiliates of which own CWR 1, LLC (“CWR”), and, as such, may be deemed to beneficially own shares held directly by CWR. Gordon controls 49% of the Company’s voting stock as of June 30, 2026 and December 31,2025, respectively. As of June 30, 2026 and December 31, 2025, the Reprise Note outstanding balance, including accrued interest, was $663,030 and $634,870, respectively.

CWR 1, LLC

On August 16, 2024, the Company entered into a Promissory Note and Loan Agreement (the “CWR Note”), as the borrower, with CWR as the lender. Pursuant to the CWR Note, CWR agreed to loan the Company up to $250,000 in one or more advances from time to time. An initial draw under the Note in the amount of $157,623 was made, which funds were used to repay CWR all amounts due to CWR pursuant to prior undocumented loans provided by CWR to the Company between January 1, 2024, and August 15, 2024. As of June 30, 2025, the outstanding principal amount of the Note was $450,000, inclusive of accrued interest. On July 2, 2025, the Company and CWR executed an amendment to the CWR Note, effective as of June 30, 2025, CWR exchanged the Note for 90 shares of the Company’s Series A Preferred. The CWR Note was paid in full as of June 30, 2026, and December 31, 2025, respectively.

On July 21, 2025, the Company entered into a new Promissory Note and Loan Agreement with CWR (“CWR Note II”) with the following terms.

On September 17, 2025, the Company and CWR executed an amendment to the CWR Note II (the “CWR II First Amendment”). The CWR II First Amendment increased the principal amount that the Company may draw upon by $150,000 (the “CWR II Additional Principal”) to $300,000. The CWR II Additional Principal has certain restrictions regarding the use of any funds drawn by the Company. The Company may only utilize CWR II Additional Principal for costs associated with the manufacturing and testing of its inhalable sildenafil product. The CWR II Additional Principal shall be subject to a 3% discount per draw. The 3% discount was expensed due to the short-term nature of the debt. All other material terms of CWR Note II remain unchanged.

The Company drew a total of $248,000 between July 23, 2025, and September 18, 2025, pursuant to the terms of the CWR II Note and has repaid, between December 1, 2025, and February 27, 2026, $263,034 inclusive of all interest and fees. As of June 30, 2026, and December 31, 2025, the CWR Note II was $0 and $62,538, respectively. CWR is an affiliate of Mr. Daniel Gordon, and Gordon beneficially owns or controls approximately 43% of the common stock, of the Company, as of June 30, 2026, and December 31, 2025, respectively. Gordon and affiliates of Gordon controls approximately 49% of the voting shares of the Company, due to voting rights granted to CWR and Reprise in the Series A Preferred owned by CWR and Reprise as of June 30, 2026, and December 31, 2025, respectively. There was no balance owed on the CWR Note II as of June 30, 2026.

Profesco Holdings, LLC

On July 28, 2025, the Company entered into a Promissory Note and Loan Agreement (the “Profesco Note”) with Profesco Holdings, LLC., a Michigan limited liability company (“Profesco Holdings”). Below is a summary of the terms.

On November 17, 2025, the Company and Profesco Holdings executed an amendment to the Profesco Note (the “Profesco First Amendment”). Below is a summary of terms.

Mr. Tierney, the Company’s Interim Chief Executive Officer, of the Company is the sole member and manager of Profesco Holdings.

Other Related Party Transactions

In January of 2026, Polomar Specialty Pharmacy, LLC (“PSP”) purchased 67,800 doses of Wafesil^TM, a compounded sublingual sildenafil formulation from Orion Specialty Labs, LLC (“Orion”), an FDA registered 503(b) outsourcing facility and the exclusive U.S. distributor of Wafesil. The purchase was $122,063, additionally, Polomar received 4,200 sample doses of the medication. In June 2026 PSP purchased for $71,280, for 42,240 doses of Wafesil from Orion. Orion’s sole member is GLD Partners, LP, which is controlled by Mr. Gordon, an affiliate of the Company.