Nu-Med Plus, Inc. entered into Subscription Agreements with two accredited investors on October 19, 2026. Under these agreements, the investors purchased an aggregate of 171,232 shares of Series A Preferred Stock for a total purchase price of $450,000. This results in a price of $2.628 per share of Series A Preferred Stock.
The Subscription Agreements included customary representations and warranties and granted the investors piggy-back registration rights. These rights allow the investors to have the shares of common stock issuable upon conversion of their Series A Preferred Stock included in any resale registration statement filed by the company in the two years following the subscription date, subject to customary requirements.
In addition to the sales to the two investors, the company issued 50,000 shares of Series A Preferred Stock to an individual consultant on the same date in exchange for services rendered. The company claims an exemption from registration for both the investor and consultant shares under Section 4(a)(2) and/or Rule 506 of Regulation D, as the transactions did not involve a public offering and the recipients were accredited investors.
The shares issued have not been registered under the Securities Act of 1933. The filing notes that if the shares sold to the investors were converted in full, a total of 3,424,640 shares of common stock would be issuable. Similarly, if the shares sold to the consultant were converted in full, a total of 1,000,000 shares of common stock would be issuable. The conversion ratio is specified not to be adjusted in the event of any future reverse stock split of the company.
