Attached files
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| EX-99 - PRESS RELEASE DATED FEBRUARY 13, 2018 - Nu-Med Plus, Inc. | numed2122018keithmerrell.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
February 13, 2018
(Date of Report: Date of earliest event reported)
NU-MED PLUS, INC.
(Exact name of registrant as specified in its charter)
| Utah | 000-54808 | 45-3672530 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer ID No.) |
455 East 500 South, Suite 203, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (801) 746-3570
N/A
(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 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] 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))
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 x
If 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. ¨
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements, which reflect our views with respect to future events and financial performance. These forward-looking statements are subject to certain uncertainties and other factors that could cause actual results to differ materially from such statements. These forward-looking statements are identified by, among other things, the words “anticipates,” “believes,” “estimates,” “expects,” “plans,” “projects,” “targets” and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Important factors that may cause actual results to differ from those projected include the risk factors specified below.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 13, 2018, we announced Keith L. Merrell as our full time Chief Financial Officer and Secretary/Treasurer. In connection with this announcement, he will be entitled to receive 2,000,000 shares of our restricted common stock, vesting monthly over a four year period. Mr. Merrell will receive 41,667 shares monthly. The shares will be issued monthly by the transfer agent and are subject to a Lock-Up/Leak-Out Agreement. If Mr. Merrell leaves the employment of the Company or is terminated prior to completing the entire four year period, the shares will be prorated to the month of service provided. Any shares not earned shall be returned to the Company and cancelled.
All of shares shall vest if (i) the Company is purchased by a third-party with one hundred percent of its issues and outstanding shares of common stock purchased by such third-party, (ii) the Company merges into or consolidates with any other entity, or any entity merges into or consolidates with the Company and, after giving effect to such transaction, the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the Company or the successor entity of such transaction, or (iii) the Company sells or transfers all or substantially all of its assets to another entity and the stockholders of the Company immediately prior to such transaction own less than 66% of the aggregate voting power of the acquiring entity immediately after the transaction.
Item 7.01 Regulation FD Disclosure.
See Item 9.01, Exhibit 99.
The information contained in this Item 7.01 and in Exhibit 99 is being furnished, and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to liability under such Section 18. Furthermore, the information contained in this Item 7.01 and in Exhibit 99 shall not be deemed to be incorporated by reference into our filings under the Securities Act or the Exchange Act.
Item 9.01 Financial Statements and Exhibits.
(a)
Exhibits.
Exhibit No.
Description
99
Press Release dated February 13, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.
NU-MED PLUS, INC.
By: /s/ Jeffrey L. Robins
Date: February 14, 2018
Jeffrey L. Robins, CEO