Drugs Made In America Acquisition II Corp. 8-K

What Happened

• Drugs Made In America Acquisition II Corp. filed an 8-K (Item 5.02) reporting that sponsor withdrawals from the company’s working capital account led to the resignation and removal of CEO and Executive Chair Lynn Stockwell. Between the IPO closing (Sept. 26, 2025) and Sept. 30, 2025 the sponsor withdrew $1,100,000 from the account; $325,000 repaid an outstanding working capital note and $208,000 repaid offering costs. An additional $566,269 appeared as an overpayment to the sponsor, and the sponsor withdrew at least $200,000 between Sept. 30 and Dec. 31, 2025 for expenses unrelated to the company. After the board demanded return of the overpayment on Feb. 12, 2026 and the sponsor said it could not repay, Lynn Stockwell agreed to resign on Feb. 18, 2026; the board received and made the resignation effective on Feb. 28, 2026. The board appointed Roger Bendelac as CEO effective Feb. 28, 2026.

Key Details

• Sponsor withdrew a total of $1,100,000 from the company’s working capital account soon after the Sept. 26, 2025 IPO close.
• Of that amount: $325,000 repaid a working capital note and $208,000 repaid offering costs; $566,269 was identified as an overpayment to the sponsor.
• Sponsor also withdrew at least $200,000 between Sept. 30 and Dec. 31, 2025 for expenses the filing says were unrelated to the company.
• Lynn Stockwell resigned and was removed as CEO, Executive Chair and director effective Feb. 28, 2026; Roger Bendelac (69) was appointed CEO the same day. Compensation for Mr. Bendelac has not yet been determined.

Why It Matters

• For investors, the filing describes use of IPO-related working capital by the sponsor that the board considers improper (including an overpayment and withdrawals for non‑company expenses). That reduces the company’s available working capital and raises governance and internal-control concerns.
• Management change: the departure of the CEO and chair is material to company leadership and oversight; the new CEO’s compensation and any further board actions will be disclosed in future filings.
• This is primarily a governance and cash-control issue; the filing does not state any finalized legal or regulatory outcomes or quantify resulting net cash impact beyond the reported withdrawal figures.