Nu Med Plus : Material Agreement - Form 8-K

Item 1.01. Entry into a Material Definitive Agreement

On April 25, 2024, Nu-Med Plus, Inc. (the "Company") entered into a Share Exchange Agreement (the "Share Exchange Agreement") 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."

Upon the Closing of the Transaction (the "Closing"), YSA will become a wholly owned subsidiary of the Company, at which time, 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.

Under the terms of the Share Exchange Agreement, the Shareholders of YSA (the "Shareholders") have agreed to sell 100% of the issued and outstanding shares of YSA to the Company in exchange for the issuance of the Company's Series A Preferred Stock, and Series X Preferred Stock, as follows:

4,500,000 shares of Series A Preferred Stock will be issued to such YSA Shareholders as designated by YSA at Closing. Each share of Series A Preferred Stock will carry 20:1 voting rights and will vote with the holders of Common Stock as one class, and each share will be convertible into 20 shares of Common Stock. The Series A Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by the Company.

1,000,000 shares of Series X Preferred Stock will be issued to YSA's President, CEO and Chief Investment Officer, William R. "Russ" Colvin at Closing. Each share of Series X Preferred Stock will carry 100:1 voting rights and will vote with the holders of Common Stock as one class. The Series X Preferred Stock will provide Mr. Colvin with majority voting control of the Company, and will not be convertible into Common Stock. The Series X Preferred Stock does not pay dividends, does not have a liquidation preference and is not redeemable by the Company.

Additionally, upon the Closing, the Board of Directors of the Company will appoint Mr. Colvin as the Company's President, Chief Executive Officer, and Director, at which time William Hayde shall be appointed Executive Chairman of the Board. Keith Merrell will continue to serve as the Company's Chief Financial Officer and Director, and Jeffrey Robins will continue to serve as Director.

The Share Exchange Agreement contains additional customary terms, conditions, representations, warranties, and covenants typical in merger transactions as agreed to by the Parties. As of the date of this filing, and pursuant to the terms of the Share Exchange Agreement, the completion and closure of the Transaction remains subject to final due diligence.

The foregoing descriptions of the Share Exchange Agreement herein are qualified by the terms of the full text of the Share Exchange Agreement attached hereto as Exhibit 10.1, and the terms thereof are incorporated herein by reference.