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(1)
For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. For purposes of this table, a person or group of persons is deemed to have
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"beneficial ownership" of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.
(2)
All percentages are calculated based upon a total number of 37,563,125 shares of Common Stock outstanding as of March 9, 2018, plus, in the case of the individual or entity for which the calculation is made, that number of options or warrants owned by such individual or entity that are currently exercisable or exercisable within 60 days.
Smith Corporate Services, Inc. (dba SCS, Inc. or “SCS”) is owned and controlled by Karl Smith. SCS is owed $230,100 in principal and $81,944 in accrued interest by NU-MED. Under the terms of the notes, the notes may be converted into shares of the Company’s common stock at the rate of one share of common stock for every $0.01 in principal and interest. The notes may not be converted, at any one time, into more than 4.9% of the Company’s issued and outstanding shares of Common Stock unless a change of control occurs or a fundamental transaction which would include a merger, reorganization or asset sale. If SCS’s ownership has not previously been reduced to less than 4.9% of the number of shares outstanding, then the limitation shall be 9.9%. SCS has purchase 3,304,422 shares which have not been issued as of the record date. In addition to the shares owned by SCS, a trust of Mr. Smith’s wife owns 100,000 shares.
Control by Existing Stockholders
Current management has over 43% of the issued and outstanding shares of common stock. As a result, it is likely they will be able to control NU-MED and will most likely continue to be in a position to elect at least a majority of the Board of Directors of NU-MED, to dissolve, merge or sell the assets of NU-MED, and generally, to direct the affairs of NU-MED. Additionally, a principal shareholder, SCS, is owed funds under convertible promissory notes.
Legal Proceedings
The Company is not involved in any legal proceedings. In December 2017, the Company reached a settlement of the legal action filed against its former CFO. Under the settlement agreement, each party agreed to pay its own legal expenses and the former CFO agreed to return 499,144 shares of common stock. Upon receipt the shares returned were cancelled, reducing the total number of shares issued and outstanding.
ELECTION OF DIRECTORS
(Proxy Item 1)
Each director shall hold office until the next annual meeting of stockholders or until removed. However, if the term expires, such director shall continue to serve until his successor shall have been elected and qualified, or until there is a decrease in the number of directors.
Except where the authority to do so has been withheld, it is intended that the persons named in the enclosed proxy will vote for the election of the nominees to the Board of Directors listed below to serve until the date of the next annual meeting and until their successors are duly elected and qualified. Although the directors of NU-MED have no reason to believe that the nominees will be unable or decline to serve, in the event that such a contingency should arise, the accompanying proxy will be voted for a substitute (or substitutes) designated by the Board of Directors.
The following table sets forth the name, age, and position of each executive officer and director and the term of office.
The following table sets forth information with respect to the officers and directors of NU-MED. NU-MED’s directors serve for a term of one year and thereafter until their successors have been duly elected by the stockholders and qualified. NU-MED’s officers serve for a term of one year and thereafter until their successors have been duly appointed by the Board of Directors and qualified.
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Name
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Age
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Title
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Director Since
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Independent
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Jeffrey L. Robins
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69
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CEO, Director
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2011
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No
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William G. Moon
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68
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Vice President of Technology/Operations, Director
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2011
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No
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Dr. Craig Morrison
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73
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Director
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2011
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No
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Tom Tait
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60
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Director, Vice-President of Scientific Advancement
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2015
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No
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Dr. Brett Earl
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46
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Director, Vice-President of Medical Marketing
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2015
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No
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Keith Merrell
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72
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Chief Financial Officer
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NA
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NA
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Jeffrey L. Robins: President/CEO
. Mr. Robins has 30 years of senior management experience in high technology companies coupled with 15 years of engineering leadership experience. For the past 10 years, Mr. Robins has been a management consultant for his private consulting company Robins Resource Associates. Through his consulting company, Mr. Robins served as COO of Asta Ltd until 2017. Mr. Robins served as VP of Operations at TSCO CO., Inc. until 2006 where he was a member of the Executive Staff with responsibilities for accelerated new product development and operations management. Mr. Robins has extensive global experience, including Operations Senior Director at Fujitsu Microelectronics, where he was responsible for foundry services, product development and two wafer fabrication plants from start up to full production and ultimately having P&L responsibility for a $450 million operation. He was Fabrication Director of Operations at International Rectifier and has held various positions at Intel and AMD. He is a past president of the Oregon Semiconductor Association. Mr. Robins holds a B.S. in Pharmacy from Idaho State University, a B.S. in Political Science from Weber State University and an Engineering Management Certificate from Idaho State University.
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William G. Moon
:
Vice President of Technology/Operations
. From February, 2011 to Present, Mr. Moon has served as Vice President of engineering and director for Reflect Scientific, Inc. Prior to joining Reflect Scientific, Mr. Moon consulted for his own firm, Moon Automation, from 2005 to February 2011. Mr. Moon took time away from consulting to serve a church mission in the D.R. Congo from March, 2008 to November, 2009 Mr. Moon’s background includes positions of Principle Engineer and VP of Engineering at Quantum Corporation, the world’s largest disk drive company. He co-founded Plus Development, a wholly owned Quantum subsidiary and helped develop “Hardcard,” a plug-in hard drive card. Mr. Moon has served on the board of directors of several technical ventures and is presently an active angel investor. He holds 15 patents and has several publications in computer trade magazines. Mr. Moon has a M.S. and B.S. in Mechanical Engineering from BYU, and received the BYU Honored Alumni Award, and served as an adjunct professor at BYU.
·
Dr
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Craig Morrison: Vice President of Research and Applications.
Dr. Morrison previously was a practicing surgeon in the State of Utah and for five years was at the Brigham Young Student Health Center. Dr. Morrison has been an attending and consulting staff general surgeon since 1978. Dr. Morrison received his Doctor of Medicine Degree from the University of Oregon Medical School in 1970, followed by a pediatric internship and surgical residency at the University of Southern California-Los Angeles County Hospital and the Huntington Memorial Hospital. He has provided his medical expertise and is one of the pioneering shareholders in the finance and development of synthetic alternatives to blood for Sanguine Corporation. Dr. Morrison has served on the medical advisory board of Sanguine Corporation, Rubicon, Inc. and Reflect Scientific Inc. Dr. Morrison has participated in various humanitarian efforts worldwide throughout his career.
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Tom Tait: Vice-President of Scientific Advancement
. Mr. Tait brings experience with accelerated product development, “lean” process management tools, strategic market analysis, and acquisition integration. Mr. Tait is a vice-president of Reflect Scientific, Inc. where he has worked for the prior five years. Mr. Tait will continue providing services to Reflect Scientific. Mr. Tait holds an MBA in Technology Management from the University of Phoenix and a BS in Chemistry from Clarkson University. He also holds patents in Optics and MEMS technologies.
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Dr. Brett Earl:
Vice-President of Medical Marketing
. Dr. Earl is a Board Certified Emergency Physician with over 15 years of experience in his field, not only as an Emergency Physician but he has also served as a Life Flight Helicopter Physician and a Tactical Physician for the city of Toledo, Ohio SWAT team. Dr. Earl received his Medical Degree from the University of Nevada, Reno. He has been published numerous times and serves on various Medical Boards in Utah and his clinical interests include Trauma, I.V. Nutrition and Injections. After practicing Emergency Medicine for 15 years, and noting the benefits and limitations of traditional western medicine, he opted to study and practices Functional Medicine, and focus on restoring health, preventing illness, and avoiding prescriptions and surgeries wherever possible. Dr. Earl currently practices Functional Medicine in Bountiful, Utah at Integrated Wellness where he has worked since February 2014 in addition to his role as an emergency physician for the Evanston Regional Medical Center, where he has worked since August 2009. Dr. Earl previously worked with several hospital emergency rooms, including Ogden Regional Medical Center, where Dr. Earl practiced from July 2002 through October 2013.
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Keith K. Merrell
:
Chief Financial Offer and Principal Accounting Officer, Secretary and Treasurer
. Mr. Merrell serves as our Chief Financial Officer, Secretary and Treasurer. Mr. Merrell draws on over 35 years of accounting experience to manage our accounting functions and interface with our independent public accountants. He spent two years in the field of public accounting and has served as Chief Financial Officer for four other public companies. He currently serves full-time as our Chief Financial Officer and also serves as part-time CFO of another public company. His business career includes extensive experience in management, sales and marketing, consulting, and merger and acquisition work. He graduated from Arizona State University with a B.S degree in Accounting.
Legal Proceedings
None of the aforementioned nominees, directors or executive officers have during the last five (5) years, filed for bankruptcy, was convicted in a criminal proceeding or was the subject of any order, judgment, or decree permanently, temporarily, or otherwise limiting activities (1) in connection with the sale or purchase of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws, (2) engaging in any type of business practice, or (3) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of an investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity.
Board Meetings and Committees; Management Matters
Currently, the board of directors has not been large enough to form committees. As we proceed forward with expanding operations, it is anticipated we will add additional directors and seek independent directors to serve on an audit and compensation committee.
The board of directors met 2 times during 2017. All directors were present at each meeting.
NU-MED anticipates all directors will be present for the special meeting and it is the policy of NU-MED to have all directors at the special meeting.
Shareholder Communications
As a relatively small company, NU-MED encourages all shareholders to communicate directly with directors and all communications sent to directors is forwarded to all directors. Shareholder communications should be sent directly to NU-MED’s corporate office where, if directed to directors, is forwarded to all directors.
Board Leadership
The chairman of the board is Jeffrey Robins. Meetings are run by Jeffrey Robins the president and CEO of NU-MED.
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Family Relationships
The officers/directors have no family relationships to any other related parties.
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
The Company believes all forms were filed.
SUMMARY COMPENSATION TABLE
The following tables set forth certain summary information concerning the compensation paid or accrued for each of the Company's last three completed fiscal years to the Company's or its principal subsidiaries’ chief executive officer and each of its other executive officers that received compensation in excess of $100,000 during such period (as determined at December 31, 2016, the end of the Company's last completed fiscal year):
________________
Mr. Robins began taking a salary in February 2012. Mr. Robins’ salary is currently $42,600 a year or $3,550 a month.
Mr. Merrell joined to Company in August 2015. In January 2018, Mr. Merrell began taking a salary of $2,000 per month.
Outstanding Equity Awards At Fiscal Year-End
We had no outstanding equity awards at fiscal year-end 2017, 2016 or 2015.
Option/Stock Appreciation Rights (SAR) Grants in Last Fiscal Year
In fiscal 2017, 2016 and 2015, there were no stock options or SAR Grants.
Stock Option Exercise
In fiscal 2017, 2016 and 2015, none of the named executives exercised any options to purchase shares of common stock.
Long-Term Incentive Plan (“LTIP”)
There were no awards granted during fiscal year 2017, 2016 or 2015 under a long-term incentive plan.
Board of Directors Compensation
Each director may be paid his expenses, if any, of attendance at each meeting of the board of directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the board of directors or both. No such payment shall preclude any director from serving the corporation in any other capacity and receiving
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compensation therefore. We did not compensate our directors for service on the Board of Directors during fiscal 2017, 2016 or 2015.
No other compensation arrangements exist between NU-MED and our officers and directors.
Employment Contracts and Termination of Employment and Change-in-Control Arrangements
NU-MED has employment contracts with Keith Merrell and Jeff Robins. Additionally, NU-MED has consulting contracts with Tom Tait. Neither the employment or consulting contracts nor other compensatory plan or arrangements exist between NU-MED and our executive officers that results or will result from the resignation, retirement or any other termination of such executive officers’ employment with NU-MED, or from a change-in-control of NU-MED.
Report on Executive Compensation
The Board of Directors determines the compensation of NU-MED’s executive officer and president and sets policies for, and reviews with the chief executive officer and president, the compensation awarded to the other principal executives, if any. The compensation policies utilized by the Board of Directors are intended to enable NU-MED to attract, retain and motivate executive officers to meet our goals using appropriate combinations of base salary and incentive compensation in the form of stock options. Generally, compensation decisions are based on contractual commitments, if any, as well as corporate performance, the level of individual responsibility of the particular executive and individual performance. At this time, the Board of Directors has determined no compensation is warranted to the officers and directors until such time as a merger is completed or business operation is established. At such time, executive compensation on an ongoing basis will be reviewed.
Code of Ethics
We do not have a code of ethics.
Option Plans
NU-MED has no option plans and no outstanding options.
Board of Directors Interlocks and Insider Participation in Compensation Decisions
No such interlocks existed or such decisions were made during fiscal years 2016 or 2015.
Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in cash compensation set out above, which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a changing in control of the Company.
Bonuses and Deferred Compensation
– None
Compensation Pursuant to Plans
– None
Pension Table
– None
Other Compensation
– None
Compensation of Directors
– None
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Termination of Employment and Change of Control Arrangement
There are no compensatory plans or arrangements, including payments to be received from the Company, with respect to any person named in Cash Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person's employment with the Company or its subsidiaries, or any change in control of the Company, or a change in the person's responsibilities following a changing in control of the Company.
Compliance with Section 16(a) of the Exchange Act
To the best knowledge of NU-MED, at present, all current directors and beneficial owners of more than 10% of any class of equity securities are in compliance with the reporting requirements under Section 16 of the Exchange Act.
Certain Relationships and Related Transactions
NU-MED believes that all purchases from or transactions with affiliated parties were on terms and at prices substantially similar to those available from unaffiliated third parties.
Transactions with Officers and Directors
On January 31, 2018, the Company extended an employment agreement to Mr. Keith Merrell to become its full-time Chief Financial Officer. The agreement replaces the consulting agreement previously entered into when Mr. Merrell served as part-time CFO. The employment agreement provides for a payment of $2,000 per month and 2,000,000 shares of restricted common stock which is to be earned at the rate of 500,000 shares per calendar year.
On August 5, 2016, Dr. Craig Morrison returned to the Company 2,000,000 shares of restricted common stock which is part of the 4,000,000 shares which had been issued to him for his services as a director and medical advisor. The 2,000,000 shares of stock were retired at their par value of $2,000, reducing the number of shares issued and outstanding.
Except as set forth above, there were no material transactions, or series of similar transactions, during our Company’s last five fiscal years, or any currently proposed transactions, or series of similar transactions, to which we or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years and in which any promoter or founder of ours or any member of the immediate family of any of the foregoing persons, had an interest.
At this time, we have one independent director. Four of our directors are founders and major shareholders of NU-MED. Additionally, given the limited size of our board of directors, we have not set up any committees of the board of directors such as compensation, audit or nominating committees. As our operations expand, we hope to be able to add outside directors and set up these committees, but at this time, do not know when we will be able to add additional directors and set up such committees.
Transactions with Promoters
There have been no transactions between the Company and promoters during the last fiscal year.
Recommendation of the Board of Directors
Our Board unanimously recommended a vote “FOR” the election of the election of directors.
Vote Required
The vote of a majority of the issued and outstanding shares of Common Stock, represented in person or by proxy at the Special Meeting is required to approve the election of nominees to the board of directors. Management and certain shareholders holding in excess of fifty (50%) percent of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting have indicated their intention to vote in favor of the election of directors.
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RATIFICATION OF SELECTION OF SADLER, GIBB AND ASSOCIATES, LLC
AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
FOR FISCAL 2018
(Proxy Item 2)
The Board of Directors has selected Sadler, Gibb and Associates, LLC (“SGA”) as its independent registered accounting firm for the fiscal year ending December 31, 2018. To the knowledge of NU-MED, at no time has SGA had any direct or indirect financial interest in or any connection with NU-MED other than as independent public accountants. It is anticipated that representatives of SGA will be present at the Special Meeting and will be provided the opportunity to make a statement, if they desire to do so, and be available to respond to appropriate questions.
The board of directors recommends a vote "FOR" the selection of SGA as independent registered public accounting firm for the fiscal year ending December 31, 2018.
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
SGA served as NU-MED's independent registered accounting firm for the fiscal year ended December 31, 2017. A representative of SGA is expected to attend the Special Meeting or be available by conference phone, and such representative will have the opportunity to make a statement if he so desires and will be available to respond to appropriate questions from stockholders.
Audit Fees
The aggregate fees billed in the last two fiscal years for professional services rendered by SGA for the audit of NU-MED’s annual financial statements included in Form 10-K and the review of unaudited financial statements included in NU-MED’s quarterly Form 10-Q or services that are normally provided by SGA in connection with statutory and regulatory filings or engagements for fiscal years 2016, and 2017, were $16,600 and $ 1600, respectively.
Audit-Related Fees
None
Tax Fees
None.
Other Fees
The aggregate fees billed in fiscal years 2016, and 2017, for products and services provided by SGA, other than those reported above, were $ 0 and $ 0, respectively.
Recommendation of the Board of Directors
Our Board unanimously recommended a vote “FOR” the appointment of auditors.
Vote Required
The vote of a majority of the issued and outstanding shares of Common Stock, represented in person or by proxy at the Special Meeting is required to approve the appointment of auditors. Management and certain shareholders holding in excess of fifty (50%) percent of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting have indicated their intention to vote in favor of the appointment of auditors.
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STOCKHOLDER PROPOSALS
Proposals of stockholders intended for presentation at the 2019 Annual Meeting of Stockholders and intended to be included in NU-MED's Proxy Statement and form of proxy relating to that meeting must be received at the offices of NU-MED by January 9, 2019.
OTHER BUSINESS
Other than as described above, the Board of Directors knows of no matters to be presented at the Special Meeting, but it is intended that the persons named in the proxy will vote your shares according to their best judgment if any matters not included in this Proxy Statement do properly come before the meeting or any adjournment thereof.
By Order of the Board of Directors,
Jeff Robins
President
Dated: March 22, 2018
Salt Lake City, Utah
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