Termination of Material Agreement (Form 8-K)

Item 1.02 Termination of a Material Definitive Agreement.

Altanine Merger Agreement

Polomar Health Services, Inc., a Nevada corporation (the "Company") and Altanine, Inc., a Nevada corporation ("Altanine") and Polomar Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Company ("Merger Sub"), entered into that certain Agreement and Plan of Merger dated as of July 23, 2025 (the "Altanine Merger Agreement"), providing for the merger of Merger Sub with and into Altanine, with Altanine surviving as a wholly owned subsidiary of the Company (the "Contemplated Merger"). Each entity to the agreement is a Party and collectively referred to herein as the Parties.

The Parties entered into that certain First Amendment to the Agreement and Plan of Merger dated as of October 8, 2025 (the "First Amendment"), which amended the Altanine Merger Agreement (the "Amended Altanine Merger Agreement") to change the Preferred Exchange Ratio. The Parties further sought to amend the Amended Altanine Merger Agreement and waive certain of the conditions to closing of the merger (the "Second Amendment"), however, the Second Amendment was never ratified, adopted or executed by the Parties and therefore is of no force or effect.

The Parties have mutually agreed that the merger is no longer in the best interests of the respective corporations and their shareholders, and the Amended Altanine Merger Agreement has been terminated in its entirety as of June 12, 2026, pursuant to a duly executed Termination Agreement and Mutual Release ("Termination Agreement").

Pinata Know How and Patent License Agreement

Additionally, in Section 4 of the Termination Agreement the Company and Pinata Holdings, Inc. ("Pinata"), a wholly owned subsidiary of Altanine, have agreed to terminate, as of June 12, 2026, that certain Know How and Patent License Agreement dated June 29, 2024, as amended and restated on January 9, 2025 (the "Patent Agreement"), subject to the terms of the Termination Agreement. The Company shall have until September 7, 2026, to sell, distribute or otherwise dispose of any remaining inventory or products developed or manufactured pursuant to the Patent Agreement.

The foregoing summary of the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Termination Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.