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

 

 

On June 30, 2026, Nu-Med Plus, Inc. (the “”, “” and “”) filed a Current Report on Form 8-Kwith the Securities and Exchange Commission (the “”) to report the entry on June 29, 2026, into a Share Exchange Agreement (the “”) with Avid Gold Ltd, a private limited company formed under the laws of England and Wales (“”), and the shareholders of Avid Gold (the “”).

 

Pursuant to the Exchange Agreement, the Avid Gold Shareholders agreed to exchange (the “”) 100% of the ownership of Avid Gold in consideration for (a) 4,500,000 shares of the Series A Preferred Stock of the Company (the “”), issuable to the Avid Gold Shareholders pro-rata with their ownership of Avid Gold (the “”); and (b) the agreement by the Company to repay $100,000 owed by Avid Gold under an outstanding promissory note (the “”), which is required to be repaid within 90 days of the closing date of the Exchange.

 

The transactions contemplated by the Exchange Agreement closed on July 8, 2026, with each condition to closing set forth in the Exchange Agreement either being satisfied or waived by the parties thereto.

 

The foregoing description of the Exchange Agreement is not complete and is qualified in its entirety by reference to the Exchange Agreement, a copy of which is incorporated by reference herein as .

 

 

The information and disclosures under “” of this Current Report on Form 8-K is incorporated by reference into this  in their entirety.

 

 

Following the closing of the Exchange (the “

”), the Company is required to prepare and file with the Securities and Exchange Commission (the “

”) a proxy statement seeking stockholder approval of specified post-closing matters including (a) a reverse stock split of the Company’s outstanding Company common stock in a ratio of 1-for-27; (b) an increase in the Company’s authorized shares of Company common stock from 90,000,000 to 500,000,000; and (c) either separate from, or together with (a) and (b) above, a redomicile of the Company from Utah to Nevada (collectively, the “

”). The Company is required to use commercially reasonable efforts to obtain SEC clearance, respond to SEC comments, and promptly mail the proxy statement to stockholders once cleared. The Company must call and hold a stockholders’ meeting promptly following SEC clearance of the proxy statement, and in any event within 50 days thereafter (subject to limited postponements or adjournments) (the “

”). The Company’s board of directors is required to unanimously recommend approval of the Company Shareholder Approval Matters and include such recommendation in the proxy statement, and such recommendation may not be withdrawn or modified.

 

A required condition to the closing of the Exchange Agreement was that the Company enter into the Registration Rights Agreement, which was entered into between the Company and each Avid Gold Shareholder and each of the Series A Recipients (defined in , below) effective on July 8, 2026 (the “”). Pursuant to the Registration Rights Agreement, the Company agreed to file a registration statement to register the resale of on or before the 30 calendar day after the Required Shareholder Vote, and to use its best efforts to cause such registration statement to be declared effective as promptly as possible thereafter, including using commercially reasonable efforts to cause such registration statement to be declared effective within 60 days from the filing date (or 90 days if the SEC reviews the registration statement). The Company will agree to pay all of the expenses of registration associated with each registration statement filed pursuant to the Registration Rights Agreement. Once effective, the Company agreed to keep the registration statement effective until the earlier of (a) the date that all Registrable Securities covered by such registration statement (i) have been sold, thereunder or pursuant to Rule 144, or (ii) may be sold without volume or manner-of-sale restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information requirement under Rule 144, and (b) three years after the date the initial registration statement is declared effective by the SEC. The Registration Rights Agreement also includes piggyback registration rights which apply for 18 months from the date of the Registration Rights Agreement, which allow the holders of the registration rights to participate in any public offerings of the Company undertaken during that period and/or have their Registrable Securities included in any such future filed registration statement, subject to the terms of the Registration Rights Agreement.

 

 

The Registration Rights Agreement includes customary representations, indemnification obligations of each party, and other provisions.

The foregoing description of the Registration Rights Agreement is only a summary and is not complete, and is qualified in its entirety by reference to a form of the Registration Rights Agreement, a copy of which is attached hereto as  and incorporated into this  in its entirety by reference.

 

Another condition to the closing of the Exchange was that certain affiliated stockholders of the Company were required to enter into a Voting Agreement with certain Avid Gold Shareholder(s). Effective on July 8, 2026, The Hayde Family Revocable Trust dtd 9/21/2001 (the “”), whose trustee is William Hayde, the Company’s Chief Executive Officer and director; Keith Merrell, Chief Financial Officer and director of the Company (and his wife as joint tenants), and Hanover International, Inc. (“”), an entity affiliated with James Hock (collectively, the “”), entered into a Voting Agreement with the Company and Fred Tejada, an Avid Gold Shareholder, who was appointed as a member of the Board of Directors effective on July 8, 2026, as discussed in greater detail below under (the “”).

 

Pursuant to the Voting Agreement, the Voting Shareholders agreed, among other things, to vote all securities of the Company beneficially owned or controlled by them in favor of specified matters related to the transactions contemplated by the Exchange Agreement. Such matters include the election of certain directors designated by Mr. Tejada, increasing the Company’s authorized common stock to 500,000,000 shares, effecting a reverse stock split of the outstanding common stock in a ratio of 1-for-27, redomiciling the Company to the State of Nevada, changing the Company’s name, approving the issuance of shares issuable upon conversion of preferred stock issued in connection with the Exchange Agreement and related transactions, and taking any other actions reasonably necessary or desirable to consummate the transactions contemplated thereby.

 

The Voting Agreement also provides that the Voting Shareholders will not support or propose actions that would impede or adversely affect the contemplated transactions, will not exercise appraisal or dissenters’ rights with respect to the transactions, and will not transfer or otherwise encumber the subject shares or enter into inconsistent voting arrangements without the prior written consent of Mr. Tejada. In addition, the Voting Shareholders granted an irrevocable proxy to Mr. Tejada to vote their shares in accordance with the Voting Agreement in the event of a failure to do so by such Voting Shareholders. The Voting Agreement will terminate upon the earliest of ten years following execution, the date Mr. Tejada no longer holds any Company securities, the date the applicable Voting Shareholder no longer holds any covered shares, or such earlier date as designated by Mr. Tejada.

 

The foregoing description of the Voting Agreement is only a summary and is not complete, and is qualified in its entirety by reference to the Voting Agreement, a copy of which is attached hereto as  and incorporated into this  in its entirety by reference.

 

 

 

The information and disclosures under “” of this Current Report on Form 8-K is incorporated by reference into this  in their entirety.

 

The transactions contemplated by the Exchange Agreement closed on July 8, 2026, with each condition to closing set forth in the Exchange Agreement either being satisfied or waived by the parties thereto.

 

Effective July 8, 2026, the Company (a) issued the 4,500,000 Series A Exchange Shares to the Avid Gold Shareholders; and (b) assumed the Assumed Note, and effective on July 8, 2026, Avid Gold became a wholly-owned subsidiary of the Company.

 

The information and disclosures under “” of this Current Report on Form 8-K, and and of this Current Report on Form 8-K, are incorporated by reference into this  in their entirety.

 

On July 7, 2026, the Company issued 225,000 shares of Series A Preferred Stock to the Hayde Trust, which is affiliated with William Hayde, the Company’s Chief Executive Officer and director, 225,000 shares of Series A Preferred Stock to Keith Merrell, Chief Financial Officer and director of the Company, and 50,000 shares of Series A Preferred Stock to Hanover, an entity affiliated with James Hock (collectively, the “”), in consideration for services rendered (the “”).

 

Effective on July 8, 2026, the Company issued 1,000,000 Series X Preferred Stock shares to Fred Tejada, an Avid Gold Shareholder, who was appointed as a member of the Board of Directors and as Sr. Vice President and Chief Geologist, as discussed below in , in consideration for services agreed to be rendered (the “”).

 

We claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “”), for the offer and sale of the Series A Exchange Shares, the Series A Compensation Shares, and the Series X Shares, since the transactions relating thereto did not involve a public offering, the recipients are “”, and have acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The securities are subject to transfer restrictions, and the securities contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities are not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

If issued and converted in full, the maximum number of shares of common stock issuable upon conversion of the Series A Exchange Shares and Series A Compensation Shares is 90,000,000 and 10,000,000 shares of common stock, respectively.

The information set forth in , below is incorporated by reference into this  in its entirety by reference.

The information and disclosures under “” of this Current Report on Form 8-K, and , and , of this Current Report on Form 8-K, are incorporated by reference into this  in their entirety.

 

As previously described in the June 30, 2026 Form 8-K

Effective on July 8, 2026, the Company issued 1,000,000 Series X Preferred Stock shares to Fred Tejada, who was appointed as a member of the Board of Directors and as Sr. Vice President and Chief Geologist, in consideration for services agreed to be rendered.

 

As a result of the issuance and the entry into the Voting Agreement (discussed in , above), a change in control of the Company occurred with Mr. Tejada obtaining control over the Company (no shareholder held over 50% of the Company’s voting stock prior to such issuance; however, WLP Trust, owned and controlled by Wendy Smith, previously beneficially owned 25,050,000 shares of common stock, representing 29.98% of the Company’s common stock prior to the issuance of the Series A Preferred Stock and Series X Preferred Stock discussed herein).

 

Following the issuance of the Series A Preferred Stock and the Series X Preferred Stock, and the entry into the Voting Agreement (discussed in , above), Mr. Tejada beneficially owns all 1,000,00 of the outstanding shares of Series X Preferred Stock, providing him the right to vote 100,000,000 voting shares, or approximately 43.4% of the Company’s total approximately 230,220,035 voting shares and also has the right to vote an aggregate of 2,411,474 voting shares held by the Voting Shareholders, pursuant to the Voting Agreement, providing him the right to vote an aggregate of 102,411,474 voting shares or 44.5% of the Company’s total outstanding voting shares. The 230,220,035 voting shares of the Company includes 83,548,469 shares of outstanding common stock which votes one vote per share, the Series X Preferred Stock which votes in aggregate 100,000,000 voting shares, and the Series A Preferred Stock, which as a result of the beneficial ownership limitations discussed in , below, currently votes in aggregate 46,671,556 voting shares on all shareholder matters. Mr. Tejada also holds 129,782 shares of Series A Preferred Stock issued in connection with the Exchange, which hold no voting rights as a result of the beneficial ownership limitation described in hereof.

Except as discussed above, the Company is not aware of any arrangements, the operation of which may at a subsequent date result in a change in control of the Company.

 

The foregoing description of the Series X Preferred Stock is only a summary and is not complete, and is qualified in its entirety by reference to the Series X Preferred Stock designation, as amended, a copy of which is incorporated by reference into this as to this Current Report on Form 8-K.

 

 

On July 7, 2026, Jeffrey L. Robins, a member of the Board of Directors of the Company, provided notice to the Board of Directors of the Company of his resignation as a member of the Board of Directors, effective for all purposes as of July 7, 2026. Mr. Robins’ resignation was not a result of any disagreement with the Company on any matter.

 

 

 

Effective July 7, 2026, immediately upon effectiveness of Mr. Robins’ resignation, the Board of Directors appointed Mr. Fred Tejada, an Avid Gold Shareholder (the “” and the “”), as a member of the Board of Directors (“”), to fill the vacancy left by Mr. Robins resignation. Mr. Tejada will serve as a member of the Board of Directors, until his successor has been duly elected and qualified, or until his earlier death, resignation or removal. Mr. Tejada was also appointed as the Sr. Vice President and Chief Geologist of the Company by the Board, on July 7, 2026, and effective upon his appointment as a director of the Company.

 

At the same time, the Board, pursuant to the power provided to the Board by the Company’s Bylaws, set the number of members of the Board at three (3) members.

 

Mr. Tejada is not party to any material plan, contract or arrangement (whether or not written) with the Company, and there are no arrangements or understandings between Mr. Tejada and any other person pursuant to which Mr. Tejada was selected to serve as a director of the Company, nor is Mr. Tejada a participant in any related party transaction required to be reported pursuant to Item 404(a) of Regulation S-K, which is not disclosed in this Form 8-K, except in connection with the Voting Agreement, discussed in , above, which discussion is incorporated by reference into this , and the fact that Mr. Tejada is an Avid Gold Shareholder and received 129,782 shares of Series A Preferred Stock in connection with the Exchange.

 

There are no family relationships between any director or executive officer of the Company, including Mr. Tejada.

 

Biographical information for Mr. Tejada is provided below:

 

 

 

Mr. Tejada graduated with a Bachelor of Science degree in Geology from Adamson University in Manila, the Philippines.

 

On July 8, 2026, the Company issued 1,000,000 Series X Preferred Stock shares to Mr. Tejada, who was appointed as a member of the Board of Directors and as Sr. Vice President and Chief Geologist, in consideration for services agreed to be rendered.

 

 

As discussed above, on July 8, 2026, the Company 225,000 shares of Series A Preferred Stock to the Hayde Trust, a trust affiliated with William Hayde, the Company’s Chief Executive Officer and director, and 225,000 shares of Series A Preferred Stock to Keith Merrell, Chief Financial Officer and director of the Company, in consideration for services previously rendered.

 

 

On July 7, 2026, and effective July 1, 2026, the Company entered into Consulting Agreements with Mr. Keith Merrell and The Interim Opportunity Fund LLC, which is an affiliate of William Hayde, pursuant to which such entity agreed to provide us the services of Mr. Hayde.

 

The agreements have a term of 24 months and provide for Mr. Hayde to provide services to us as Chairman of the Company and Mr. Merrell to provide services to us as Chief Financial Officer and a director of the Company, and for each consultant to be paid $5,000 per month in cash, to be paid in arrears, which amount is to be accrued until such time, if ever, as the Company has raised $1,000,000 in cash following the effective date. The agreements contain customary indemnification obligations of the Company, confidentiality obligations of the consultants and the individuals. The agreements can be terminated by the mutual approval of the parties, by either party for Cause (as defined below), or upon the end of the term.

 

The foregoing description of the Consulting Agreements is only a summary and is not complete, and is qualified in its entirety by reference to the Consulting Agreements, copies of which are attached hereto as  and , respectively, to this Current Report on Form 8-K and incorporated into this  in their entirety by reference.

 

As previously disclosed in the June 30, 2026 Form 8-K, on February 28, 2024, the Board of Directors of the Company adopted resolutions by unanimous written consent, authorizing the designation of a new series of preferred stock designated as “”. The Certificate of Designation relating thereto was filed with the Utah Division of Corporations on April 26, 2024) (the “”). The Exchange Agreement required the Company to file an Amended and Restated Certificate of Designation relating to the Series A Preferred Stock, which was filed with the Utah Division of Corporations on June 29, 2026 (the “”). The material terms of the Series A Preferred Stock are set forth in the June 30, 2026 Form 8-K, which include the right to convert each share of Series A Preferred Stock into 20 shares of common stock of the Company. The Designation Amendment amended the Original Series A Designation to include a beneficial ownership limitation that prohibits a holder from converting the Series A Preferred Stock to the extent such conversion would cause the holder, together with its affiliates, to beneficially own more than 4.999% of the Company’s outstanding common stock, calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. A holder may elect to increase or decrease this limitation, up to a maximum of 9.999%, by providing written notice to the Company, with any increase becoming effective on the 61st day after receipt of such notice. Any such election applies only to the requesting holder. To the extent a requested conversion would exceed the applicable beneficial ownership limitation, only the portion of the Series A Preferred Stock that may be converted without exceeding such limitation will be converted, and the remaining shares will remain outstanding until they may be converted in compliance with the limitation.

 

 

The foregoing description of the Series A Preferred Stock is only a summary and is not complete, and is qualified in its entirety by reference to the Series A Preferred Stock designation, as amended, copies of which are incorporated by reference into, and attached hereto, as  and , respectively, to this Current Report on Form 8-K and incorporated into this  in their entirety by reference.

 

 

 

On July 10, 2026, the Company issued a press release disclosing the closing of the Exchange.

 

A copy of the press release is attached hereto as , and is incorporated into this  by reference.

 

The information contained in, or incorporated into, this  of this Current Report, is furnished under  of Form 8-K and shall not be deemed “” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

 

  

(a) .

 

The financial statements of Avid Gold will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed, to the extent required.

 

(b) .

 

Pro forma financial information relative to the acquisition of Avid Gold will be filed no later than 71 calendar days after the date that this Current Report on Form 8-K is required to be filed, to the extent required.

 

Exhibits

 

* Filed as exhibits to the June 30, 2026 Form 8-K and incorporated by reference herein.

** Filed herewith.

*** Furnished herewith.

+ Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Nu-Med Plus, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

£ Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential portions are both (i) not material and (ii) the type of information that Nu-Med Plus, Inc. treats as private or confidential.

 

 

 

SIGNATURES