Nu-Med Plus, Inc. (Form: 8-K, Received: 05/24/2023 06:01:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 15, 2023

NU-MED PLUS, INC.

(Exact name of registrant as specified in its charter)

Utah		000-54808		45-3672530
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

640 Belle Terre Building 2E

Port Jefferson, NY

11777

(Address of registrant’s principal executive office)

(Zip code)

(631) 403-4337

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: Not Applicable

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 1.01. Entry into a Material Definitive Agreement

On May 15, 2023, Nu-Med Plus, Inc. (the “Company”) entered into a non-binding Letter of Intent (the “LOI”) for the merger of YourSpace America, Inc. (“YSA”) into the Company (the “Transaction”). The Company and YSA may be referred to herein each as a “Party” and, collectively, as the “Parties.” The LOI, while non-binding, establishes the framework for what, upon execution and closing of definitive agreements, will amount to a material transaction for the Company. In addition, the LOI and transaction contemplated therein establishes a reorganization of the capital structure of the Company prior to the execution of definitive agreements.

Pursuant to the LOI, the Parties will enter into an agreement and plan of merger which will be mutually negotiated and drafted by the Parties. The Company (as the surviving entity) will assume all liabilities of YSA (as the merging entity) including any liabilities arising from, or in connection with, any contracts assigned by YSA to the Company as part of the Transaction.

As of the date of this filing, and pursuant to the LOI, the completion and closure of the Transaction remains subject to due diligence and negotiation of definitive agreements including, without limitation, exhibits and schedules thereto.

The definitive agreements will contain additional customary terms, conditions, representations, warranties, and covenants typical in merger transactions as may be agreed by the Parties. Upon execution of definitive agreements, the LOI will be superseded and neither party will have any rights or obligations thereunder.

In addition to the above general terms, the LOI establishes a framework by which the Company expects to reorganize its capital structure prior to the execution of, and closing upon, definitive agreements. The Company will designate or otherwise authorize shares of preferred stock having such terms as set forth in the LOI (the “Preferred Stock”). The Preferred Stock is intended to have the following preferences, rights, and other terms:

A liquidation preference at a price per share to be determined by the Parties in the definitive agreements;

100:1 voting rights;

20:1 conversion to common stock

Pari passu voting together with common stock as a single class;

Customary protective provisions to be determined by the Parties in the Definitive Agreements including, without limitation, Preferred Stock class approval of mergers, sales, and non-ordinary course transactions).

The issuance of the Preferred Stock to various recipients will serve as consideration for the transaction. Recipients of Company stock will be required to enter into a lock-up agreement with respect to common stock of the Company for a period of not less than 180 days from the date of closing upon the Transaction. The Company and its stockholders will be required to comply with Rule 144 promulgated by the Securities and Exchange Commission.

The LOI imposes certain binding provisions including a six (6) month exclusivity period wherein neither party is permitted to initiate, encourage, solicit, conduct, or continue any negotiations or discussions with any third party relating to the acquisition of all or any portion of either Party or the assets thereof (whether by merger, share purchase, asset purchase, lease, exclusive license, or otherwise) other than the sale of goods or services consistent with past practices and otherwise in the ordinary course of business.

Each party is expected to be responsible for its own expenses related to the negotiation and preparation of the LOI, the definitive agreements and any ancillary documents, together with the completion and closure of the Transaction.

The foregoing summary of the material terms of the non-binding LOI is not complete and is qualified in its entirety by reference to the text thereof, as applicable, a copy of which is filed herewith as Exhibit 10.1 and the terms of which are incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable disclosure set forth in Item 1.01 of the Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description

10.1		Letter of Intent for the Merger of YourSpace America, Inc. into Nu-Med Plus, Inc. (“LOI”) dated May 15, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2023	NU-MED PLUS, INC.

	By:	/s/ William Hayde
	Name:	William Hayde
	Title:	Chief Executive Officer

CONFIDENTIAL LETTER OF INTENT

FOR THE MERGER OF

YOURSPACE AMERICA, INC.

INTO

NU-MED PLUS, INC. ("LOI")

May 15, 2023

1. Parties	(a) YourSpace America, Inc. a Delaware corporation with its principal address at 999 Corporate Drive, Suite 100, Ladera Ranch, CA 92694 ("YSI"), or any of YST 's designated subsidiaries (the "Merging Entity"); and (b) Nu-Med Plus, Inc., a Utah corporation with its principal address at 640 Belle Terre road Building E2 Port Jefferson NY 11777 ("NUMD" or the "Surviving Entity"). The above each a "Party" and collectively, the "Parties."
2.Merger; Definitive Agreement	Pursuant to the terms and conditions to be set forth in a definitive plan and agreement of merger executed and delivered by the Merging Entity and the Surviving Entity (the "Definitive Agreement") the YSI shall merge into NUMD (the "Transaction"). The Surviving Entity will assume all liabilities of the Merging Entity, including any liabilities arising after the Closing Date under any assigned contracts of the Merging Entity. The consummation of the Transaction is subject to due diligence, the negotiation and the execution of the Definitive Agreement, including exhibits and schedules thereto, in form and substance satisfactory to each of the Merging Entity, the Surviving Entity and their respective counsel. The Definitive Agreement shall contain additional customary terms and conditions for merger transactions as agreed by the Parties. Upon execution, the Definitive Agreement shall supersede this LOI and the Parties shall thereafter have no further rights or obligations hereunder.
3. Pre-Merger Restructuring	Prior to the execution of the Definitive Agreement and closing upon the Transaction, NUMD will be required to reorganize its capital structure as follows: a) Designate or otherwise authorize for issuance shares of preferred capital stock of NUMD having those rights and preferences set forth in Section 5 hereof (the "Preferred Stock"); b) Issue to Nu-Med officers and advisors shares of Preferred Stock c) Increase the authorized shares of the common
4. Merger Consideration & Adjustment	The Survi ving Entity shall issue up to 600,000 shares of Preferred Stock to the holders of the Merging Entity's capital stock (the "Merger Consideration").

5. Preferred Stock	The Preferred Stock shall be designated or otherwise authorized for issuance with the following terms and provisions: a) Liquidation preference at $__/share. b) 1 00:1 voting rights; c) 20:1 conversion to common stock d) Pari Passu voting together with common stock as a single class c) Customary protective provisions (i.e. class approval re: merger I sale o all assets, non-ordinary course transactions, etc.).
5.Lock-Up Period	The Surviving Entity will require its stockholders to enter into a lock-up agreement with respect to its common stock for a period of not less than 180 days from the date of closing upon the merger. The Surviving Entity and its stockholders will be required to comply Rule 144 promulgated by the Securities and Exchange Commission.
6. Representations, Warranties and Covenants	In the Definitive Agreement will contain and the Parties will make representations and warranties and covenants customarily included in merger agreements and transactions.
7.Exclusivity	The Parties acknowledge that following the execution of this LOI, they each anticipate incurring substantial costs and the expending substantial efforts in the conduct of their respective due diligence investigation(s), the preparation and negotiation of the Definitive Agreement and any ancillary documents. In consideration of these costs and the expenditure of such efforts, the Parties agree that, from the date of this LOI until the earlier of (i) the date that is six (6) months from the execution hereof (the "Expiration Date"); or (ii) the date of a written agreement between the Parties to cease negotiations regarding the Transaction; or (iii) the date on which the Definitive Agreement is executed by the Parties (the "Exclusivity Period"), the Parties shall not. and will cause their respective directors, officers, stockholders, representatives, employees, other affiliates and agents not to, initiate, encourage (including by way of furnishing any non-public information), solicit, conduct, or continue any negotiations or discussions with or enter into any agreement with any third party relating to the acquisition of all or any portion of either Party or any of the assets thereof (whether by merger, share purchase, asset purchase, lease, exclusive license, or otherwise), other than, in each case, the sale of goods or services in accordance with past practices and other transactions in the ordinary course of business consistent with past practices.

8. Confidentiality	The existence of this LOI and the contents hereof, as well as all mutually discussed, projections, forecasts, technology, processes, management, related entities, shareholders, members and other materials relating to any of the Parties or their subsidiaries and other affiliates shall all be treated as confidential information by the Parties and shall not be disclosed or used by any Party without the written consent of the other Party, unless superseded by the Definitive Agreement. The Parties shall cause their affiliates to observe the confidentiality provided for in this LOI. For the avoidance of doubt, the Parties may disclose such information (a) to such Party's bankers and other financing sources, employees and professional advisors, in each case under a confidential relationship, in connection with the Transaction, and (b) if required pursuant to any audit, court order, investigation, law, regulation or subpoena of any applicable jurisdiction (including applicable securities laws and regulations and rules promulgated thereunder), and if such disclosure is required, the Party from whom such disclosure is sought will, if practicable, (i) request that the subject matter to be disclosed be kept confidential and not used for any purpose, (ii) to the extent permitted by law, give reasonable advance notice in writing to the other Party that such disclosure has been required, (iii) to the extent permitted by Jaw, make such disclosure as late as legally permissible (as determined by (a) the Party making such disclosure upon the advice of its counsel), and (iv) limit the information to be disclosed to that which is required to be disclosed.
9. Consents	The Parties agree to cooperate with each other and proceed, as promptly as is reasonably practicable, to prepare and file, if necessary, any notifications required by any governmental or private entity and to seek to obtain all necessary consents and approvals from government entities, contractors and any other third party whose consent to the Transaction might be required, and to endeavor to comply with all other legal or contractual requirements for, or preconditions to, the execution of the Definitive Agreement and the consummation of the Transaction.
10. Conflict Waiver	The Parties to the Transaction are friendly and share representatives within each of the respective business entities. The Parties desire to limit costs and proceed with the Transaction in as expeditious a manner as possible. As such the Parties agree to utilize the services of Cannel, Milazzo & Feil LLP ("CMF") without separate representation among them. The Parties understand and acknowledge that such engagement by CMF carries with it an inherent conflict of interest. Each Party represents and warrants that it has been advised by CMF to seek the advice and counsel of independent legal counsel regarding the Transaction contemplated herein, together with the conflict of interest and waiver thereof. Notwithstanding the foregoing, each Party understands, acknowledges, and hereby agrees to waive such conflict of interest and pursue the Transaction utilizing CMF as the sole legal service provider. The Parties understand that they may, at any time, revoke their waiver and seek the advice and counsel of independent counsel of their choosing.
11. Governing Law; Venue	This LOI shall be governed by the law of the State of Delaware. All disputes hereunder shall be adjudicated by the applicable state and federal courts in the State of New York, County of Suffolk.

12. Binding Effect

Except for Sections 7 (Exclusivity); 8 (Confidentiality); l0 (Conflict Waiver); 11 (Governing Law; Venue); 12 (Binding Effect); and 13 (Transaction Expenses), which are intended to be binding (the "Binding Provisions"), the Parties agree that this LOI is not intended to be a binding agreement between the Parties but merely an expression of their intent with regard to the transactions described herein, and each Party covenants never to contend to the contrary. Except for the Binding Provisions, a binding or enforceable agreement or evidence of any contract or other binding obligation, with respect to the Transaction, may only be created in the Definitive Agreement if executed and delivered by the Parties, and non of the Parties will have any liability to any other Party if the Parties fail to fully execute and deliver the Definitive Agreement prior to the Expiration Date (provided that the foregoing will not excuse a Party from liability resulting from its breach of a Binding Provision).

This LOI, and the discussion between the Parties regarding the Transaction, may be terminated (i) by the mutual written agreement of the Parties at any time, (ii) unilaterally by the Merging Entity, or (iii) by the Surviving Entity at any time after the expiration of the Exclusivity Period, by giving written notice thereof to the other Party if a Definitive Agreement has not been executed prior to such termination. Any such termination will be effective upon the giving of such written notice but will not excuse any Party from liability resulting from its breach of a Binding Provision.

13. Transaction Expenses

Each Party will be responsible for their own expenses (including expenses related to legal counsel) related to the negotiation and preparation of this LOI, the Definitive Agreement and any documents ancillary thereto and in consummating the Transaction.

14. Compliance with the laws

At all times, the Parties shall be responsible for compliance with all laws and regulations applicable to each of their actions within the Transaction.

Agreed and Accepted: Agreed and Accepted:

YourSpace America, Inc. NU-MED PLUS, INC.

By:/s/ William (Russ) Colvin By: /s/ William Hayde

Name: William (Russ) Colvin Name: William Hayde

Title: Chief Executive Officer Title: Chief Executive Officer

5/12/2023

Signature Page to Term Sheet