Material Agreement (Form 8-K)

1.01 Entry into a Material Definitive Agreement.

Altanine Merger Agreement

On May 11, 2026, Polomar Health Services, Inc., a Nevada corporation ("Company"), and Altanine, Inc.("Altanine") pursuant to the terms of that certain Agreement and Plan of Merger and Reorganization ("Merger Agreement") dated July 23, 2025, as amended on October 8, 2025 agreed to waive certain conditions to closing and to modify Section 6.2(e) of the Merger Agreement as follows:

(i) pursuant to Section 6.1(d) of the Merger Agreement, that the S-4 Registration Statement shall have been declared effective under the Securities Act and shall not be the subject of any stop order;

(ii) pursuant to Section 6.1(e) of the Merger Agreement, that the NasdaqListing Application shall have been approved pursuant to Section 5.11 of the Merger Agreement;

(iii) pursuant to Section 6.3(b) of the Merger Agreement, that Parent and Merger Sub will have performed or complied with in all material respects all agreements and covenants required by the Merger Agreement to be performed or complied with by it on or prior to the Effective Time, including Section 5.12 of the Merger Agreement which provides that, at the Closing and subject to approval of the Nasdaq Listing Application, the Parent will use its best efforts to enter into an Equity Credit Line in a minimum amount of $25 million at terms to be mutually agreeable to Parent and the Company;

(iv) pursuant to Section 6.3(f) of the Merger Agreement, that the Parent shall have effected a reverse stock split in order to achieve a stock price of $10.00 per share prior to the closing; and

(v) pursuant to Section 6.3(g) of the Merger Agreement, that the Concurrent Financing shall have been completed.

Amendment to Section 6.2(e).

Pursuant to Section 8.9 of the Merger Agreement, the Parties hereby agree to amend Section 6.2(e) of the Merger Agreement in its entirety to read as follows:

"Notwithstanding anything to the contrary in this Agreement, the Company shall deliver to the other parties updated audited financial statements of the Company for the fiscal year ended December 31, 2025, together with the audited financial statements for the fiscal year ended December 31, 2024, in each case audited by a PCAOB-registered public accounting firm and prepared in accordance with U.S. GAAP and applicable SEC rules and regulations. Such audited financial statements shall be delivered prior to the Closing (or such later date as may be required to comply with applicable SEC rules and regulations) and shall be suitable for inclusion in filings with the U.S. Securities and Exchange Commission. "Pursuant to Section 8.9 of the Merger Agreement, among other things, at any time prior to the Effective Time, any Party may, with respect to any other Party, waive compliance with any of the Merger Agreements or conditions contained therein, if set forth in an instrument in writing signed by the Party or Parties to be bound.

For due and adequate consideration, the sufficiency of which is hereby acknowledged, and notwithstanding anything to the contrary in the Merger Agreement, the Parties hereby (a) waive each and all of the Waived Conditions, and the Parties hereby agree to promptly, subject to the satisfaction or waiver of the remaining closing conditions set forth in Article 6 of the Merger Agreement, consummate the transactions contemplated by the Merger Agreement and (b) acknowledge and agree that the applicable Party's failure to complete the Waived Conditions in all cases will not trigger or violate any rights, obligations, covenants, or events of default in the Merger Agreement, and any such rights, obligations, covenants, or events of default are hereby irrevocably waived with respect to the Merger Agreement.