Item 1.01. Entry into a Material Definitive Agreement
On May 15, 2023, Nu-Med Plus, Inc. (the “Company”)
entered into a non-binding Letter of Intent (the “LOI”) for the merger of YourSpace America, Inc. (“YSA”)
into the Company (the “Transaction”). The Company and YSA may be referred to herein each as a “Party”
and, collectively, as the “Parties.” The LOI, while non-binding, establishes the framework for what, upon execution
and closing of definitive agreements, will amount to a material transaction for the Company. In addition, the LOI and transaction contemplated
therein establishes a reorganization of the capital structure of the Company prior to the execution of definitive agreements.
Pursuant to the LOI, the Parties will enter into an
agreement and plan of merger which will be mutually negotiated and drafted by the Parties. The Company (as the surviving entity) will
assume all liabilities of YSA (as the merging entity) including any liabilities arising from, or in connection with, any contracts assigned
by YSA to the Company as part of the Transaction.
As of the date of this filing, and pursuant to the
LOI, the completion and closure of the Transaction remains subject to due diligence and negotiation of definitive agreements including,
without limitation, exhibits and schedules thereto.
The definitive agreements will contain additional
customary terms, conditions, representations, warranties, and covenants typical in merger transactions as may be agreed by the Parties.
Upon execution of definitive agreements, the LOI will be superseded and neither party will have any rights or obligations thereunder.
In addition to the above general terms, the LOI establishes
a framework by which the Company expects to reorganize its capital structure prior to the execution of, and closing upon, definitive agreements.
The Company will designate or otherwise authorize shares of preferred stock having such terms as set forth in the LOI (the “Preferred
Stock”). The Preferred Stock is intended to have the following preferences, rights, and other terms:
| a) | A liquidation preference at a price per share to be determined by the Parties
in the definitive agreements; |
| c) | 20:1 conversion to common stock |
| d) | Pari passu voting together with common stock as a single class; |
| e) | Customary protective provisions to be determined by the Parties in the Definitive
Agreements including, without limitation, Preferred Stock class approval of mergers, sales, and non-ordinary course transactions). |
The issuance of the Preferred Stock to various recipients
will serve as consideration for the transaction. Recipients of Company stock will be required to enter into a lock-up agreement with respect
to common stock of the Company for a period of not less than 180 days from the date of closing upon the Transaction. The Company and its
stockholders will be required to comply with Rule 144 promulgated by the Securities and Exchange Commission.
The LOI imposes certain binding provisions including
a six (6) month exclusivity period wherein neither party is permitted to initiate, encourage, solicit, conduct, or continue any negotiations
or discussions with any third party relating to the acquisition of all or any portion of either Party or the assets thereof (whether by
merger, share purchase, asset purchase, lease, exclusive license, or otherwise) other than the sale of goods or services consistent with
past practices and otherwise in the ordinary course of business.
Each party is expected to be responsible for its own
expenses related to the negotiation and preparation of the LOI, the definitive agreements and any ancillary documents, together with the
completion and closure of the Transaction.
The foregoing summary of the material terms of the
non-binding LOI is not complete and is qualified in its entirety by reference to the text thereof, as applicable, a copy of which is filed
herewith as Exhibit 10.1 and the terms of which are incorporated herein by reference.
