{"url_path":"/sec/numd/8-k/2026-06-30/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 in their entirety.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-30","source_url":"https://www.sec.gov/Archives/edgar/data/1543637/0001575872-26-000459-index.html","accession_number":"0001575872-26-000459","cik":"0001543637","ticker":"NUMD","issuer_name":"Nu-Med Plus, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1543637/0001575872-26-000459-index.html","primary_entity_key":"0001543637","primary_entity_name":"Nu-Med Plus, Inc."},"word_count":372,"has_tables":true,"body_markdown":"Item 3.02\nin their entirety.\n\n \n\nPrior to Closing, the Company intends to issue 225,000 shares of Series A Preferred Stock to each of Hayde and Merrell, and 50,000 shares of Series A Preferred Stock to Hock, or to their affiliates, in consideration for services rendered (the “\nManagement Series A Shares\n”).\n\n \n\nWe claim an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act, for the offer of the Series A Exchange Shares, since the Exchange Agreement, and related transactions did not involve a public offering, and the Management Series A Shares, as the recipients are “\naccredited investors\n”, and have acquired/will be acquiring 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/will 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.\n\n \n\nWe claim an exemption from registration pursuant for the offer of the Series A Property Shares and the True-Up Shares in reliance upon the exemption from registration provided by Regulation S under the Securities Act, as the securities were offered and will be sold in offshore transactions to non-U.S. persons (as defined in Regulation S) and in compliance with the requirements of Regulation S. The Company did not engage in any directed selling efforts (as defined in Regulation S) in the United States in connection with such issuance, and appropriate legends will be placed on the securities restricting transfer in accordance with applicable securities laws.\n\n \n\n7\n\n \n\nIf issued and converted in full, the maximum number of shares of common stock issuable upon conversion of the Series A Exchange Shares, Series A Property Shares and Management Series A Shares is 90,000,000, 10,000,000, and 10,000,000, respectively, without taking into account any True-Up Shares which may become due."}