SEC Comment Letter 0000000000-24-013890 to Polomar Health Services, Inc. (PMHS)
Polomar Health Services, Inc.
Date: Dec. 17, 2024 · CIK: 0001265521 · Accession: 0000000000-24-013890
AI Filing Summary & Sentiment
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File numbers found in text: 000-56555
Letter
December 17, 2024 Terrence M. Tierney President and Chief Financial Officer Polomar Health Services, Inc. 10940 Wilshire Blvd. Suite 1500 Los Angeles, CA 90024 Re:Polomar Health Services, Inc. Form 10-Q for the Period Ended September 30, 2024 File No. 000-56555 Dear Terrence M. Tierney: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-Q for the Period Ended September 30, 2024 Statement of Operations, page F-2 1.Please adjust the weighted average number of shares used in the calculations of net loss per common share for the three and nine months ended September 30, 2023 to give effect to the merger exchange ratio and the reverse split disclosed in Note 5. The issuance of shares of common stock to shareholders of an operating company in a reverse merger/recapitalization transaction is considered, in substance, to be a stock split. Your financial statements should retroactively reflect this reverse stock split in accordance with ASC 260-10-55-12. Similarly correct the share information reported in the Statements of Stockholders' Deficit. Note 1. Nature and Description of Business Merger Valuation, page F-6 We note the Merger is a reverse merger and the historical financial statements of Polomar, the accounting acquirer, have been substituted for the historical financial 2.
December 17, 2024 Page 2 statements of Trustfeed. Please explain to us your basis under GAAP for recording "the fair market value of $ 18,975,000 for the acquisition of all of Polomar Specialty Pharmacy’s intellectual property, intangible assets and plant and equipment" or revise. Since Polomar is the acquirer, its assets and liabilities should be reported at their historic cost basis, not at fair value.
Note 2. Summary of Significant Accounting Policies Revenue Recognition, page F-8 3.Please expand your revenue recognition policy to address with more specificity how you recognize revenue for your products and services. That is, revise to address with detail the application of ASC 606 to the specific facts and circumstances for each of your revenue streams. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202- 551-3361 with any questions. Sincerely, Division of Corporation Finance Office of Technology
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December 17, 2024
Terrence M. Tierney
President and Chief Financial Officer
Polomar Health Services, Inc.
10940 Wilshire Blvd.
Suite 1500
Los Angeles, CA 90024
Re:Polomar Health Services, Inc.
Form 10-Q for the Period Ended September 30, 2024
File No. 000-56555
Dear Terrence M. Tierney:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-Q for the Period Ended September 30, 2024
Statement of Operations, page F-2
1.Please adjust the weighted average number of shares used in the calculations of net
loss per common share for the three and nine months ended September 30, 2023 to
give effect to the merger exchange ratio and the reverse split disclosed in Note 5. The
issuance of shares of common stock to shareholders of an operating company in a
reverse merger/recapitalization transaction is considered, in substance, to be a stock
split. Your financial statements should retroactively reflect this reverse stock split in
accordance with ASC 260-10-55-12. Similarly correct the share information reported
in the Statements of Stockholders' Deficit.
Note 1. Nature and Description of Business
Merger Valuation, page F-6
We note the Merger is a reverse merger and the historical financial statements of
Polomar, the accounting acquirer, have been substituted for the historical financial 2.
December 17, 2024
Page 2
statements of Trustfeed. Please explain to us your basis under GAAP for recording
"the fair market value of $ 18,975,000 for the acquisition of all of Polomar Specialty
Pharmacy’s intellectual property, intangible assets and plant and equipment" or revise.
Since Polomar is the acquirer, its assets and liabilities should be reported at their
historic cost basis, not at fair value.
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page F-8
3.Please expand your revenue recognition policy to address with more specificity how
you recognize revenue for your products and services. That is, revise to address with
detail the application of ASC 606 to the specific facts and circumstances for each of
your revenue streams.
In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology