Altanine Inc. entered into an agreement and plan of merger and reorganization to acquire Polomar Health Services, Inc. (OTCPK:PMHS) in a reverse merger transaction on July 23, 2025. At the effective time of the Merger (the ?Effective Time?), each one share of Altanine common stock shall be automatically converted into the right to receive one share of Company common stock, and each one share of Altanine preferred stock shall be automatically converted into the right to receive one share of Company preferred stock, in each case subject to adjustment (collectively, the ?Exchange Ratio?). No fractional shares of Company common stock or Company preferred stock will be issued in the Merger. Following the consummation of the Merger, former common stockholders of Altanine are expected to own an aggregate of approximately 80% of the then-issued and outstanding shares of Company common stock and current common stockholders of the Company are expected to own an aggregate of approximately 20% of the then-issued and outstanding shares of Company common stock. The parties intend that the Altanine Inc. will be the accounting acquirer and Polomar Health Services, Inc. will be legal acquirer in the Merger. Immediately following the closing of the Merger, the composition of the Board shall be comprised of four appointees by Altanine, who shall initially be George Hornig, George Caruolo, Alexandra Peterson, and Gabrielle Toledano, and one appointee by the Company, who shall initially be Gabriel Del Virginia. Furthermore, the Board shall (a) appoint George Hornig as the Chairman of the Board, (b) accept the resignation of Terrence M. Tierney as interim Chief Executive Officer and President; (c) appoint Charles Andres, Jr., Altanine?s current Chief Executive Officer (?CEO?), as the CEO of the Company; and (d) appoint Mr. Tierney as Executive Vice President and Chief Administrative Officer. The Closing is subject to certain conditions, including (i) the Altanine Inc. and Polomar Health Services having obtained the affirmative written consent of a super majority of its disinterested stockholders in favor of the adoption of the Merger Agreement and the transactions contemplated thereby, which has not, as of the date of this Current Report, been obtained, (ii) subject to certain materiality exceptions, the accuracy of the representations and warranties made by each of the Company and Altanine and the compliance by each of the Company and Altanine with their respective obligations under the Merger Agreement, (iii) approval of the transactions contemplated by the Merger Agreement by any third-parties and governmental entities as may be required by law, (iv) the absence of any law or judgment prohibiting or making the Merger unlawful, (v) the receipt of a PCAOB compliant audit of Altanine for the fiscal years ending December 31, 2024 and 2023 and required unaudited financial statements under applicable rules of the Securities and Exchange Commission (the ?SEC?), (vi) that the Company shall have filed a Registration Statement on Form S-4 (the ?Registration Statement?) with respect to the issuance of the Company?s shares of common stock pursuant to the Merger Agreement, and such Registration Statement shall have been declared effective by the SEC, (vii) that the Nasdaq Listing Application shall have been approved by Nasdaq and (viii) that the Company shall have effected a reverse stock split in order to achieve a stock price of $10.00 per share prior to the Closing, as well as the expiration or termination of the applicable waiting periods under the HSR Act and the receipt of all other clearances, approvals or consents of governmental entities in certain other specified jurisdictions, if applicable, and except where the failure to make or obtain such consent, approval, Order or authorization would not have, in the aggregate, a Company Material Adverse Effect.. The board of directors of the Polomar Health Services, Inc. and of Altanine unanimously approved the merger agreement and the transactions contemplated thereby.
