DEF: Nu-Med Plus Proposes Major Corporate Overhaul

Nu-Med Plus, Inc. is seeking stockholder approval for a series of significant corporate actions including a reincorporation, name change, reverse stock split, and equity incentive plan adoption.

Summary

• Nu-Med Plus, Inc. is holding its 2026 Annual Meeting of Stockholders on December 14, 2026, virtually.
• Key proposals include electing three directors, ratifying independent auditors, advisory votes on executive compensation, adopting the 2026 Equity Incentive Plan, reincorporating from Utah to Nevada, changing the company name to Avid Gold, Inc., and approving a 1-for-27 reverse stock split.
• The company also proposes increasing authorized common stock from 90,000,000 to 500,000,000 shares and preferred stock from 10,000,000 to 20,000,000 shares.
• These proposals are largely contingent on the reincorporation and are related to the company's acquisition of Avid Gold Ltd. on July 8, 2026.
• The company's board of directors unanimously recommends voting FOR all proposals, except for the frequency of executive compensation votes, where they recommend '3 Years'.

Sentiment

Score: 4

Explanation: StockSavvy.ai views this as a neutral to slightly negative filing due to the significant corporate restructuring and potential for dilution, despite the strategic rationale presented.

Positives

• The proposed name change to Avid Gold, Inc. better reflects the company's strategic focus on the mineral exploration and gold mining sector.
• Reincorporating in Nevada is expected to provide flexibility and leverage modern corporate laws, with potential tax advantages as Nevada does not impose a corporate income tax.
• The reverse stock split aims to increase the per-share market price, potentially improving marketability and liquidity, and attracting a broader range of institutional investors.
• The 2026 Equity Incentive Plan is designed to attract and retain key personnel by offering various equity awards.
• The company has a voting agreement in place with key shareholders to support these proposals.

Negatives

• The 1-for-27 reverse stock split, combined with the equity incentive plan's 'evergreen' provisions and unadjusted share limits, could lead to substantial dilution for existing stockholders.
• The reverse stock split will significantly increase the voting power of Fred Tejada, potentially giving him control over most matters submitted to stockholders.
• The conversion ratio for Series A Preferred Stock is not adjusted for the reverse stock split, leading to substantial dilution and potentially making it harder for Series A holders to fully convert.
• The reincorporation in Nevada may make it more difficult for shareholders to remove directors and may limit their ability to inspect corporate records compared to Utah law.
• The company has not yet adopted a formal code of ethics or an insider trading/anti-hedging policy.

Risks

• The reverse stock split may not increase the stock price or improve liquidity, and could potentially decrease liquidity.
• The increased authorized shares, particularly common stock, could be used to oppose hostile takeovers or delay changes in control.
• The concentration of voting power with Fred Tejada could lead to decisions that do not align with other stockholders' interests.
• The potential for substantial dilution from future equity issuances under the 2026 Equity Incentive Plan and Series A Preferred Stock conversion.
• The company has no current plans to issue awards under the 2026 Equity Incentive Plan, but the plan's structure allows for future issuances.

Future Outlook

The filing outlines significant corporate restructuring, including a reincorporation, name change, and reverse stock split, aimed at aligning the company's structure with its strategic focus on the gold mining sector and improving marketability. The adoption of an equity incentive plan is intended to aid in talent acquisition and retention.

Management Comments

• The Board of Directors believes that a reincorporation in Nevada is in the best interests of the Company and its stockholders and will provide flexibility for both our management and business.
• The Board of Directors believes that the change of our corporate name is in the best interests of the company and our stockholders because, among other reasons, the new name, Avid Gold, Inc. more accurately reflects our current primary strategic focus and operations within the mineral exploration and gold mining sector.
• The primary purpose of the Reverse Stock Split is to reduce the overall number of outstanding shares of common stock, thereby proportionately increasing the per-share market price of our common stock. The Board of Directors believes that a higher per-share trading price will improve the marketability and liquidity of our common stock.

Industry Context

StockSavvy.ai notes that the proposed name change to 'Avid Gold, Inc.' and the focus on mineral exploration and gold mining align with current trends in the junior mining sector, where companies often rebrand to reflect a shift in operational focus or to attract investment in specific commodities.

Comparison to Industry Standards

• Many junior mining companies undergo reincorporation to jurisdictions like Nevada, which offer favorable corporate laws and tax structures, similar to the proposed move from Utah.
• Reverse stock splits are common in companies with low stock prices to meet exchange listing requirements or improve investor perception, though their effectiveness in improving long-term value is debated.
• The adoption of equity incentive plans is standard practice across the industry to attract and retain talent in a competitive market.

Management Changes

Corporate Governance

Related Party Transactions

• The company entered into Consulting Agreements with Mr. Keith Merrell and The Interim Opportunity Fund LLC (an affiliate of William Hayde) for services as CFO and Chairman, respectively, with a monthly fee of $5,000 per consultant, accrued until $1,000,000 in cash is raised.
• The company repaid a $100,000 promissory note to YourSpace America, Inc., whose Chairman is William Hayde, for a payoff amount of $120,068.
• Related party accounts payable and notes payable existed as of June 30, 2026, December 31, 2025, and December 31, 2024, representing amounts due to Keith Merrell, William Hayde, and Jeffrey Robins.

Stakeholder Impact

• Shareholders will experience a significant increase in Fred Tejada's voting power post-reverse stock split, potentially reducing their influence.
• Existing common stockholders face potential dilution from the equity incentive plan and Series A Preferred Stock conversion.
• The name change and reincorporation may impact investor perception and the company's operational and legal framework.
• Employees, directors, and consultants may benefit from equity awards under the new incentive plan.

Next Steps

• Stockholder vote on all proposals at the Virtual Annual Meeting on December 14, 2026.
• Implementation of approved proposals, including reincorporation, name change, reverse stock split, and equity plan adoption.
• Application for a new trading symbol on the OTCQB Market following the name change.

Key Dates

Recommendation

The proposed corporate actions, while strategically motivated, introduce significant complexity and potential risks, particularly concerning dilution and concentrated voting power. The potential benefits of rebranding and restructuring are balanced by the uncertainties and potential negative impacts on existing shareholders. A 'hold' recommendation reflects a cautious approach pending further clarity on the execution and market reaction to these substantial changes.

Keywords

Reincorporation, Name Change, Reverse Stock Split, Equity Incentive Plan, Corporate Governance, Stockholder Meeting, Avid Gold, Nevada Corporation