Polomar Health Services, Inc.

We do not own any property. We believe that our properties are adequate for our current needs, but growth may require larger facilities in the event of the addition of personnel.

• We may not meet our development and commercialization milestones.
• Our business depends on retaining and attracting highly capable management and operating personnel.
• We may be unable to manage rapid growth effectively.
• Risks Related to Our Intellectual Property
• We are substantially dependent on licensed patent and other proprietary rights and failing to protect such rights or to be successful in litigation related to our rights or the rights of others may result in our payment of significant monetary damages and/or royalty payments, negatively impact our ability to sell current or future products, or prohibit us from enforcing our patent and other proprietary rights against others.
• We may be unable to adequately prevent disclosure of trade secrets and other proprietary information.
• A significant portion of our business may infringe on existing patents; Litigation regarding patents, patent applications and other proprietary rights may be expensive and time consuming. If we are involved in such litigation, it could cause delays in bringing product candidates to market and harm our ability to operate.
• Risks Related to Our Common Stock
• There is a limited trading market for our common stock, which could make it difficult for you to liquidate an investment in our common stock, in a timely manner.
• We cannot assure you that our common stock will become listed on a securities exchange and the failure to do so may adversely affect your ability to dispose of our common stock in a timely fashion.
• The market price and trading volume of our common stock may be volatile, which may adversely affect its market price.
• Your interest in us may be diluted if we issue additional shares of common stock.
• We are a smaller reporting company, and the reduced reporting requirements applicable to smaller reporting companies may make our common stock less attractive to investors.
• Our common stock is subject to the “penny stock” rules of the SEC, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.
• We intend to issue more shares to raise capital, which will result in substantial dilution.
• Anti-takeover provisions that may be in our charter and bylaws may prevent or frustrate attempts by stockholders to change the board of directors or current management and could make a third-party acquisition of us difficult.
• We do not intend to pay cash dividends in the foreseeable future.
• We expect to incur increased costs and demands upon management as a result of being a public company.
• A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market in the future. This could cause the market price of our common stock to drop significantly, even if our business is doing well.
• If securities or industry analysts do not publish research or reports, or publish unfavorable research or reports, about us, our business or our market, our stock price and trading volume could decline.
• Our largest shareholder and its affiliates have substantial control over us and our policies and will be able to influence all corporate matters, which might not be in other shareholders’ interests.
• General Risks
• The Company’s Success Depends on Its Executive Management and Other Key Personnel.
• Challenges with Respect to Labor Availability Could Negatively Impact the Company’s Ability to Operate or Grow the Business.
• Political, social and geopolitical conditions can adversely affect our business.
• Significant Increases in Tariffs on Foreign Goods May Harm the Company’s Financial Results.
• Information technology failures and data security breaches could harm our business.
• Risks Related to Legal, Accounting and Regulatory Matters
• Failure by us to maintain the proprietary nature of our technology could have a material adverse effect on our business, operating results, financial condition, stock price, and on our ability to compete effectively.
• Compliance with changing regulation of corporate governance and public disclosure may result in additional expenses.
• If we fail to comply with the rules under the sarbanes-oxley act related to accounting controls and procedures, or if material weaknesses or other deficiencies are discovered in our internal accounting procedures, our stock price could decline significantly.
• Failure to comply with the u.s. foreign corrupt practices act, the u.k. bribery act or other applicable anti-bribery laws could have an adverse effect on the company.
• Changes in tax laws or exposure to additional income tax liabilities could have a material impact on our company, the results of operations, financial conditions and cash flows.
• Risks Related to our Management and Control Persons
• Our lack of adequate D&O insurance may also make it difficult for us to retain and attract talented and skilled directors and officers.
• Our Officer and Key Personnel may voluntarily terminate their relationship with us at any time, and competition for qualified personnel is lengthy, costly, and disruptive.
• Risks Relating to Our Company and Industry
• The success of our business depends on our ability to maintain and enhance our reputation and brand.
• In the event that we are unable to successfully compete in our industry, we may see lower profit margins
• If we are unable to successfully manage growth, our operations could be adversely affected.
• We may fail to successfully integrate acquisitions or otherwise be unable to benefit from pursuing acquisitions.
• The elimination of monetary liability against our directors, officers and employees under our Articles of Incorporation and the existence of indemnification rights to our directors, officers and employees may result in substantial expenditures by our Company and may discourage lawsuits against our directors, officers, and employees.
• Failure to establish and maintain an effective system of internal controls could result in material misstatements of our financial statements or cause us to fail to meet our reporting obligations or fail to prevent fraud in which case, our stockholders could lose confidence in our financial reporting, which would harm our business and could negatively impact the price of our stock. Furthermore, our management and our independent auditors have identified certain internal control deficiencies, which management and our independent auditors believe constitute material weaknesses.