Nu-Med Plus, Inc. 8-K

What Happened

• Nu‑Med Plus, Inc. (NUMD) filed an 8‑K on July 10, 2026 reporting the closing of a share exchange to acquire Avid Gold Ltd (agreement dated June 29, 2026) and related transactions. The company entered several material agreements effective July 8, 2026, including a Registration Rights Agreement and a Voting Agreement, and issued preferred and other shares in private transactions. A press release announcing the closing was furnished July 10, 2026.

Key Details

• Acquisition: Share Exchange Agreement dated June 29, 2026 with Avid Gold Ltd; financial statements and pro forma info for Avid Gold will be filed within 71 days if required.
• Registration Rights: Form of Registration Rights Agreement effective July 8, 2026 obligates Nu‑Med to register resale of common shares issuable upon conversion of Series A Exchange Shares and Series A Compensation Shares.
• Potential dilution: If issued and fully converted, Series A Exchange Shares and Series A Compensation Shares could convert into up to 90,000,000 and 10,000,000 common shares, respectively.
• Voting Agreement (effective July 8, 2026): Certain shareholders (including the Hayde Family Trust, Keith Merrell, Hanover International, and others) agreed to vote their shares in favor of actions tied to the transaction — including election of directors designated by Fred Tejada, increasing authorized common stock to 500,000,000 shares, a 1‑for‑27 reverse stock split, redomiciling the company to Nevada, and a name change. The agreement includes transfer restrictions, an irrevocable proxy to Mr. Tejada under specified circumstances, and a term that can last up to 10 years (with earlier termination conditions).
• Securities treatment: The company relied on exemptions (Section 4(a)(2) and/or Rule 506 of Regulation D) for private sales of Series A Exchange Shares, Series A Compensation Shares and Series X Shares; securities bear transfer restrictions and legends.
• Related agreements: Mineral Property Purchase Agreement dated June 26, 2026 and consulting agreements dated July 1, 2026 with The Interim Opportunity Fund LLC/William Hayde and with Keith Merrell were filed as exhibits.

Why It Matters

• These actions materially change the company’s capital structure and governance: large potential share issuance, a planned reverse split (1‑for‑27), and an authorized‑share increase could significantly affect share count and ownership percentages. The Voting Agreement concentrates voting power tied to the transactions (including director elections) and includes an irrevocable proxy to a principal party, which is important for control and board composition.
• For investors, key near‑term items to watch are the company’s filings of Avid Gold’s financials and required pro forma information (within 71 days), any formal shareholder approvals (reverse split, redomestication, name change), and the registration statement that will affect liquidity of the converted shares. The press release announcing the closing was issued July 10, 2026.