Polomar Health Services, Inc. 8-K

What Happened Polomar Health Services, Inc. filed an 8‑K reporting a governance overhaul effective July 1, 2026. Directors David Spiegel and Terrence M. Tierney resigned as directors effective 12:01 a.m. (EDT) on July 1, 2026; Mr. Tierney remains Interim Chief Executive Officer. By unanimous written consent the Board was fixed at five members and elected George Hornig, Alexandra Peterson, Gabrielle Toledano and George Caruolo as directors (joining incumbent Gabriel Del Virginia). Effective 11:00 a.m. (EDT) on July 1, 2026, the Board appointed George Hornig Executive Chairman and Chair of the Board, Terrence Tierney Interim CEO (principal executive officer), and Timothy M. Papp Secretary and General Counsel. The Board also adopted Amended and Restated Bylaws and amended and restated the company’s equity plan (renamed the “Polomar Health Services, Inc. 2026 Equity and Incentive Compensation Plan”).

Key Details

• Director changes effective July 1, 2026: Spiegel and Tierney resigned; four new directors added (Hornig, Peterson, Toledano, Caruolo); Board size set at five.
• Officer appointments effective July 1, 2026: Hornig = Executive Chairman; Tierney = Interim CEO; Timothy M. Papp = Secretary & General Counsel.
• Equity plan amendment: evergreen increase reduced from 10% to 3% of outstanding common stock annually, beginning with the Jan. 1, 2027 increase; plan renamed as the 2026 Plan.
• Governance actions: new bylaws adopt majority voting for uncontested director elections, set Board size limits (1–9, cannot exceed 9 without stockholder approval), permit remote meetings/consents, and expand indemnification; a Special Committee (Toledano chair, Peterson member) will independently review any proposed acquisition of IP/assets from entities affiliated with holders of the company’s Series A Convertible Preferred Stock. Series A holder consent (including majority holder CWR 1, LLC) was obtained where required.

Why It Matters This 8‑K signals a clear leadership and governance reset at Polomar: new directors, an Executive Chairman and an Interim CEO could affect strategic direction and oversight. The Special Committee and its authority to retain independent counsel and financial advisors indicate the Board is treating a proposed related‑party IP acquisition seriously and seeking independent review before any approval. The equity plan change — lowering the automatic annual share increase from 10% to 3% — reduces the pace of potential future dilution from the plan. Investors should note the preferred‑holder consents involved (showing preferred stock influence) and that the filing states the departures were not due to any disagreements with management.