Nu-Med Plus, Inc. 8-K

What Happened
Nu-Med Plus, Inc. (NUMD) announced a Share Exchange Agreement dated June 29, 2026 to acquire 100% of Avid Gold Ltd in exchange for 4,500,000 shares of the Company's Series A Preferred Stock and the Company’s agreement to repay a $100,000 promissory note owed by Avid Gold. The Exchange has a required closing date of July 8, 2026 (unless extended) and is subject to customary closing conditions, including entry into a Registration Rights Agreement and a Voting Agreement. In connection with the deal, Nu‑Med will also enter a Mineral Property Purchase Agreement to acquire six gold properties from MegumaGold Corp. for 500,000 Series A Preferred shares and assumption of certain liabilities.

Key Details

• Exchange consideration: 4,500,000 shares of Series A Preferred Stock to Avid Gold shareholders; Company to repay a $100,000 Assumed Note within 90 days of closing.
• Closing date: Required Closing Date of July 8, 2026 (subject to customary conditions and possible extension).
• Corporate actions post-closing: Nu‑Med must file a proxy seeking shareholder approval for a 1-for-27 reverse stock split, increase authorized common shares from 90M to 500M, and potential redomicile from Utah to Nevada; the board must unanimously recommend these items.
• Mineral acquisition: Six Canadian gold properties to be acquired for 500,000 Series A Preferred shares; prior NI 43‑101 reports for three properties show aggregate 45,391 oz Indicated and 576,942 oz Inferred (total 622,332 oz). Contingent “true‑up” shares may be issued if vendor proceeds from sales of issued securities are below US$3.0M after three years (cap = 10% of outstanding common).
• Security terms and governance items: Series A Preferred—9,000,000 designated, 20 votes per share, convertible into 20 common shares with a conversion ownership cap of 4.999% (can be raised to 9.999% after notice). Series X Super Voting Preferred—1,000,000 shares, 100 votes each; one such allocation is expected for the incoming President (Emma Priestley) subject to closing. Registration rights and a voting agreement (to secure votes for specified actions and director elections) are conditions to closing.
• Management and board changes expected: Jeffrey Robins is expected to resign as a director at closing; William Hayde (CEO) and Keith Merrell (CFO) are expected to remain; Avid Gold shareholders will designate two new directors and Ms. Priestley is expected to become President.

Why It Matters
This filing signals a strategic shift: Nu‑Med is acquiring an exploration/development company (Avid Gold) and associated Canadian gold properties, which materially changes business direction toward gold exploration. The transaction issues significant preferred stock, includes voting and registration arrangements, and requires shareholder votes on structural changes (reverse split, share authorization increase, possible redomicile). These actions can dilute current common shareholders, change voting power (via Series A and Series X preferred voting rights), and trigger material corporate governance changes if approved. Investors should watch for the closing (target July 8, 2026), the company’s proxy and shareholder vote, any SEC review of registration statements, and future filings with financial disclosures post-closing.