Management Change/Compensation (Form 8-K)

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers.

Effective on April 10, 2025, Terrence M. Tierney resigned his positions as Treasurer and interim Chief Financial Officer of Polomar Health Services, Inc. (the "Company"). Mr. Tierney will continue in his roles as President and Secretary of the Company and will continue to serve on the Board of Directors of the Company.

Also effective on April 10, 2025, Charlie Lin has been appointed by the Board of Directors to serve as the Company's Treasurer and Chief Financial Officer. Mr. Lin has served as the Company's Controller since July of 2024.

Charlie Lin, 54, is a Certified Public Accountant ("CPA") and Certified Management Account ("CMA"). From July 2019 until joining the Company in July 2024, Mr. Lin was the Controller of Cloud9 Esports in Santa Monica, CA. Mr. Lin is experienced in the areas of cost control, manufacturing accounting, strategic financial planning, ERP, GAAP compliance, SOX/IFRS compliance, public and private accounting, start-ups, SEC regulation compliance, M&A, private equity and venture capital funding, and capital structure. He has held key roles as CFO and Controller of both public (Deyu Agriculture, Acorn Energy, Wabtec) and private companies (US Seismic Systems, Uptime Energy Drink, MicroFabrica, Foxconn) in heavy manufacturing, food and drink and high-tech startups. Mr. Lin has an MS and BS in Accounting from the University of Wisconsin, he has been a CPA since November 1998, and a CMA since April 2000. Mr. Lin is member of AICPA since April 1999, member of ICPAS (Illinois CPA Society) since March 1999, and member of IMA (Institute of Management Accountants) since July 1998.

Mr. Lin earns an annual salary of $130,000 subject to a discretionary bonus as determined by the Company's Compensation Committee. Mr. Lin's employment is considered "at-will", and he is entitled to benefits offered by the Company to full-time employees including, health insurance, paid leave, employee stock plans and participation in any 401K plan offered by the Company.

There are no related party transactions between the Company and Mr. Lin that would require disclosure under Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended.

8.01 Other Events

The Company has been unable, without unreasonable effort or expense, to timely compile all information for the disclosures required to be included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company is working toward fulfilling its responsibilities in regard to filing its Annual Report on Form 10-K and is instituting additional internal controls and disclosure controls and procedures to address these issues. The Company expects to file its Annual Report on Form 10-K on or before April 30, 2025.