Material Agreement Form 8 K

Item 1.01Entry into a Material Definitive Agreement.

On June 28, 2024, Trustfeed Corp., a Nevada corporation (the "Company"), Polomar Acquisition, L.L.C., a Florida limited liability company, and wholly owned subsidiary of the Company ("Merger Sub") and Polomar Specialty Pharmacy, LLC, a Florida limited liability company ("Polomar") entered into an Agreement and Plan of Merger and Reorganization (the "Merger Agreement"), pursuant to which, subject to the terms and conditions of the Merger Agreement, Merger Sub will merge with and into Polomar, with Polomar continuing as the surviving company (the "Surviving Company") and a wholly owned subsidiary of the Company (the "Merger").

At the effective time of the Merger (the "Effective Time"), each 1% of the outstanding membership interest of Polomar will be automatically converted into the right to receive 357,414.14 shares of Company common stock (the "Exchange Ratio"). No fractional shares of Company common stock will be issued in the Merger. Following the consummation of the Merger, former members of Polomar are expected to own an aggregate of 75% of the Company and current stockholders of the Company are expected to own an aggregate of 25% of the Company. Notwithstanding the foregoing, the Merger Agreement provides that CWR 1, LLC, the Company's majority owner with an 83.3% beneficial ownership stake in the Company, shall convert its Company Series A Convertible Preferred Stock into Company common stock, and return for cancellation such number of shares of the Company's common stock so that, subsequent to the Merger, the Company shall have a public float of at least 10% of the Company's issued and outstanding shares of common stock. An affiliate of CWR 1, LLC owns a majority of the membership interests of Polomar.

The board of directors of the Company (the "Board") and the managers and members of Polomar unanimously approved the Merger Agreement and the transactions contemplated thereby.

The Board and the executive officers of the Company immediately prior to the closing of the Merger (the "Closing") will remain the same immediately after the Closing.

The Closing is subject to certain conditions, including (i) the Company having obtained the affirmative written consent of a majority of its 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 Polomar and the compliance by each of the Company and Polomar 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 Polomar for the fiscal year ending December 31, 2023, and (vi) the Company shall adopt an equity compensation plan, effect a 10:1 reverse stock split, increase the number of shares of "blank check" preferred stock from 500,000 to 5,000,000, and change its name to "Polomar Health Services, Inc." (this clause (vi), collectively, the "Shareholder Approval Events"). The Closing of the Merger is not subject to any financing conditions or contingencies.