SCHEDULE: Fred Tejada Assumes Significant Voting Control at Nu-Med Plus

Fred Tejada has acquired substantial voting power over Nu-Med Plus, Inc. common stock through a series of strategic agreements and stock issuances, impacting corporate governance and future strategic direction.

Summary

• Fred Tejada, a Canadian citizen, has become a significant figure in Nu-Med Plus, Inc. (the 'Company') through a series of transactions effective July 8, 2026.
• He may be deemed to beneficially own 8,131,250 shares of Common Stock, representing approximately 9.7% of the outstanding shares, primarily through a Voting Agreement.
• This Voting Agreement, effective July 8, 2026, involves the Company and affiliated stockholders (Hayde Family Revocable Trust, Keith Merrell, and Hanover International, Inc.), granting Tejada an irrevocable proxy to vote their shares.
• Tejada was also issued 1,000,000 shares of Series X Super Voting Preferred Stock, each carrying 100 votes, and 129,782 shares of Series A Preferred Stock in exchange for his ownership interest in Avid Gold Ltd.
• The Series X Preferred Stock provides significant voting power but is not convertible into Common Stock.
• The Series A Preferred Stock has conversion rights, but these are limited by a beneficial ownership cap of 4.999% (or 9.999% with notice), which Tejada currently exceeds due to other holdings and agreements.
• The Voting Agreement mandates voting in favor of several key corporate actions, including fixing the board size at five, electing designated directors, increasing authorized common stock to 500,000,000, and effecting a reverse stock split.
• Tejada's role as Company Director and Sr. Vice President and Chief Geologist became effective July 7, 2026.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, indicating significant strategic shifts and increased control for a key executive, but with a substantial portion of voting power held through agreements rather than direct ownership.

Positives

• Fred Tejada has been appointed as a Director and Sr. Vice President and Chief Geologist, effective July 7, 2026.
• The acquisition of Avid Gold Ltd. as a wholly-owned subsidiary is complete.
• Tejada has been issued Series X Super Voting Preferred Stock (1,000,000 shares) and Series A Preferred Stock (129,782 shares) in consideration for services and his stake in Avid Gold.
• The Voting Agreement consolidates significant voting power under Tejada's direction, potentially leading to more streamlined decision-making on key strategic initiatives.
• The company is planning to increase its authorized Common Stock from 90,000,000 to 500,000,000 shares.
• A reverse stock split (1-for-27 ratio or similar) is planned to improve the stock's marketability.
• The company intends to redomicile from Utah to Nevada and change its name.

Negatives

• While Tejada may be deemed to beneficially own 9.7% of the Common Stock, this is largely through voting agreements and proxies, with his direct pecuniary interest disclaimed.
• The Series A Preferred Stock held by Tejada is currently not convertible into Common Stock due to beneficial ownership limitations.
• The Voting Agreement has a term of up to ten years, potentially limiting flexibility for other shareholders.
• The Voting Agreement restricts the transfer of covered securities without consent, impacting liquidity for those shareholders.
• The 2,411,474 shares of Common Stock that Voting Shareholders have the right to acquire upon conversion of Series A Preferred Stock are not currently under Tejada's voting or dispositive power.

Risks

• The concentration of voting power through agreements could lead to conflicts of interest or disenfranchisement of minority shareholders.
• The planned reverse stock split may not achieve its intended effect of improving market perception or liquidity.
• The effectiveness of the redomiciliation and name change is subject to various approvals and processes.
• The Voting Agreement's termination conditions could lead to shifts in control dynamics over time.
• Potential future issuance of shares upon conversion of Series A Preferred Stock by Voting Shareholders could alter the ownership and voting landscape.

Future Outlook

The company plans to increase its authorized Common Stock to 500,000,000 shares, effect a 1-for-27 reverse stock split, redomicile from Utah to Nevada, and change its name. These actions are intended to facilitate the integration of Avid Gold and potentially improve the company's structure and market position.

Management Comments

• Fred Tejada may be deemed to share voting power over 8,131,250 shares of Common Stock held by Voting Shareholders, representing approximately 9.7% of the outstanding Common Stock, due to the Voting Agreement.
• The Reporting Person disclaims beneficial ownership of shares held by Voting Shareholders except to the extent of his pecuniary interest, if any.
• The Series X Preferred Stock entitles the holder to 100 votes per share, voting together with Common Stock as a single class.
• The Series A Preferred Stock is convertible into Common Stock, subject to a beneficial ownership limitation of 4.999% (or 9.999% with notice).
• The Voting Agreement requires Voting Shareholders to vote their securities in favor of specified corporate actions, including fixing the board size, electing designated directors, increasing authorized stock, and effecting a reverse stock split.
• The Reporting Person, through Series X Preferred Stock and Voting Agreement rights, may influence the outcome of votes on these matters.

Industry Context

StockSavvy.ai notes that the strategic consolidation of voting power through preferred stock and voting agreements is a common tactic in industries undergoing significant restructuring or seeking to solidify control during mergers and acquisitions. The planned reverse stock split and name change are typical steps for companies aiming to reposition themselves in the market, often following a transformative event like the acquisition of Avid Gold.

Comparison to Industry Standards

• The structure of super-voting preferred stock (Series X) is a mechanism used by some companies to allow key individuals or groups to maintain significant control without a proportional increase in economic ownership. This is seen in various sectors, though its prevalence can vary.
• The use of a Voting Agreement to consolidate voting power among a group of shareholders is a standard corporate governance tool, employed by companies of all sizes to ensure alignment on strategic decisions.
• The planned reverse stock split (1-for-27) is a significant ratio, often implemented when a company's stock price has fallen substantially, aiming to meet exchange listing requirements or improve investor perception. Competitors in similar situations might undertake reverse splits, though the specific ratio is company-dependent.
• The redomiciliation from Utah to Nevada is a move some companies make to take advantage of perceived more favorable corporate laws or tax structures in Nevada, a practice observed across various industries.

Management Changes

Corporate Governance

Related Party Transactions

• Fred Tejada received 1,000,000 shares of Series X Super Voting Preferred Stock and 129,782 shares of Series A Preferred Stock in exchange for his ownership interest in Avid Gold Ltd.
• The Voting Agreement involves Fred Tejada, the Company, and affiliated stockholders: The Hayde Family Revocable Trust (William Hayde, CEO and director), Keith Merrell (CFO and director), and Hanover International, Inc. (affiliated with James Hock).
• William Hayde, as trustee of The Hayde Family Revocable Trust, is a party to the Voting Agreement.
• Keith Merrell, as CFO and director, is a party to the Voting Agreement.
• James Hock, affiliated with Hanover International, Inc., is a party to the Voting Agreement.

Stakeholder Impact

• Shareholders: The Voting Agreement consolidates significant voting power, potentially influencing future decisions and the composition of the board. The planned reverse stock split could impact share price perception and liquidity.
• Management: Fred Tejada's roles as Director and Sr. VP/Chief Geologist, coupled with his voting control, indicate a significant increase in his influence over company strategy and operations.
• Creditors: No direct impact mentioned, but significant corporate restructuring and potential future capital raises could indirectly affect financial stability.
• Suppliers/Customers: No direct impact mentioned, but changes in management and strategic direction could indirectly influence business relationships.

Next Steps

• The Voting Shareholders will vote their securities in favor of specified matters, including fixing the board size at five, electing designated directors, increasing authorized Common Stock to 500,000,000, and effecting a reverse stock split.
• The Company will proceed with redomiciling from Utah to Nevada and changing its name.
• The Company will approve the issuance of shares of Common Stock upon conversion of preferred stock issued in connection with the Exchange Agreement.
• The Company will take other actions necessary to effectuate the foregoing transactions.
• The Voting Shareholders have the right to acquire an additional 2,411,474 shares of Common Stock upon conversion of Series A Preferred Stock within 60 days.
• The Company will file a registration statement covering the resale of specified shares of Common Stock issuable upon conversion of Series A Preferred Stock, subject to required shareholder votes and piggyback registration rights.

Key Dates

Recommendation

The filing indicates significant strategic shifts and increased control for Fred Tejada, including a substantial voting block and key management roles. However, much of this control is derived from agreements rather than direct common stock ownership, and the Series A Preferred Stock conversion is currently limited. The planned corporate actions like a reverse stock split and name change are significant but their ultimate impact is uncertain. Given these factors, a 'hold' recommendation is appropriate pending further clarity on the execution and impact of these strategic changes.

Keywords

Voting Agreement, Preferred Stock, Share Exchange, Corporate Governance, Beneficial Ownership, Director Appointment, Reverse Stock Split, Avid Gold