Registrant’s telephone number,
including area code (801) 746-3570
(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
[ ] Soliciting
material pursuant to Rule 14-a-12 under the Exchange Act (17 CFR
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))
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 and Exchange Act of 1934 (§240.12b-2
of this chapter).
Emerging growth company
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.
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.
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
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;
competition within our chosen markets and industries;
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,
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.
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.
November 24, 2020
/s/ Jeffrey L. Robins
Jeffrey L. Robins
CEO, Principal Executive