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REFERENCES
In this Current Report, references to “Nu-Med Plus,” the “Company,” “we,” “our,” “us” and words of similar import refer to Nu-Med Plus, Inc., a Utah corporation, the Registrant.
FORWARD-LOOKING STATEMENTS
This Current Report contains certain forward-looking statements, and for this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate,” “continue” or comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control. These factors include, among others, but are not limited to:
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economic conditions generally in the United States and internationally, and in the markets and industries in which we have and may participate in the future;
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competition within our chosen markets and industries; and
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our business and growth strategies.
We believe that it is important to communicate our future expectations to investors and shareholders. However, there may be events in the future that we are not able to accurately predict or control, including uncertainties and events that may cause our actual results to differ materially from the expectations we have described in our forward-looking statements. Except as required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise. All forward-looking statements should be considered in light of our reports and registration statements filed in the Edgar Archives of the United States Securities and Exchange Commission.
Item 8.01 Other Events.
Smith Corporate Services, Inc., a Utah corporation (“SCS”), is the holder of two convertible promissory notes, as amended, in the principal amount of $100,000 and $130,100, respectively, of which the Company is the maker (the “Notes”). In May, 2020, the Company and SCS negotiated amendments to the Notes that would remove from their terms a provision limiting SCS’ beneficial ownership of the Company’s common stock to 4.9% of the total number of outstanding shares of the Company’s common stock following any conversion of the Notes. On May 27, 2020, the Company executed and delivered to SCS the signed third amendment to the Notes (the “Third Amended Notes”), which documented these amendments. On October 22, 2020, SCS delivered to the Company a letter requesting conversion of all of the outstanding principal and interest on the Notes into a total of 28,000,000 shares of the Company’s common stock. The following day, Mr. Smith verbally agreed with the Company that the conversions would not be effective until a later date to be agreed by the parties. Mr. Smith unexpectedly died intestate on October 30, 2020, and his signatures on the Third Amended Notes were not delivered to the Company until November 16, 2020.
There is no disagreement between the Company and SCS with respect to the above-referenced matters. However, (i) the delivery of Mr. Smith’s signatures on the Third Amended Notes several days after his death; (ii) Mr. Smith’s intestate status and the need to formally determine the identities of the persons who are entitled to succeed to Mr. Smith’s ownership and management of SCS and its assets; and (iii) the verbal nature of the agreement that the conversion would not be effective until a later date, raise questions as to the legal effects of the actions outlined above. It is apparent that management of the Company and Mr. Smith’s surviving spouse, who will presumptively be the personal representative of Mr. Smith’s probate estate: (i) wish to preserve their respective rights under the instruments; and (ii) anticipate that the probate proceedings will resolve any issues regarding their enforceability. The Company will file a Current Report on Form 8-K disclosing the outcome of this process as it relates to the above matters.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.
NU-MED PLUS, INC.
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Date:
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November 24, 2020
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By:
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/s/ Jeffrey L. Robins
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Jeffrey L. Robins
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CEO, Principal Executive Officer
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