~~UNITED~~United ~~STATES~~States

~~SECURITIES~~Securities and ~~AND~~Exchange ~~EXCHANGE COMMISSION~~Commission

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) of the Securities Exchange Act of 1934

OFDate ~~THE~~of ~~SECURITIES~~report ~~EXCHANGE~~(Date of ~~ACT~~earliest OFevent ~~1934~~reported): April 25, 2024

~~Date~~Nu-Med ~~of Report (Date of earliest event reported): May 15~~Plus, ~~2023~~Inc.

NU-MED PLUS, INC.

(Exact name of registrant as specified in its charter)

Utah	000-54808	~~000~~45-~~54808~~3672530	~~45-3672530~~
(State or other jurisdiction of Incorporation)		(Commission File Number)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation	(Commission File Number)	(I.R.S. Employer Identification No.)

640 Belle Terre Building 2E Port Jefferson, NY		11777
(Address of registrant’s principal executive office)		(Zip code)
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (631) 403-4337

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since ~~last~~ last report.)

Check the appropriate box below if the Form 8-K ~~filing~~ filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see ~~General Instruction~~general instruction A.2. below):

¨[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Securities~~[ ~~registered~~] Soliciting material pursuant to ~~Section 12(b)~~Rule of14-a-12 under the Exchange Act: ~~Not~~(17 ~~Applicable~~CFR 240.14a-12)

~~Indicate~~[ by] ~~check~~Pre-commencement ~~mark~~communications ~~whether the registrant~~pursuant isto ~~an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14d-2 ~~of this chapter~~(b). )

~~Emerging~~[ ~~growth~~] ~~company~~Pre-commencement xcommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

IfSecurities anregistered ~~emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided~~ pursuant to Section 1312(ab) of the ~~Exchange~~ Act.: ¨Not applicable.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2 of the Securities and Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Item 1.01. Entry into a Material Definitive Agreement

On ~~May~~April 1525, ~~2023~~2024, Nu-Med Plus, Inc. (the “Company”) entered into a ~~non-binding~~Share ~~Letter~~Exchange ofAgreement ~~Intent~~ (the “~~LOI~~Share Exchange Agreement”) 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~~Upon tothe Closing of the ~~LOI,~~Transaction (the ~~Parties~~“Closing”), YSA will ~~enter~~become ~~into~~a ~~an agreement~~wholly ~~and~~owned ~~plan~~subsidiary of ~~merger~~the ~~which~~Company, ~~will~~at bewhich ~~mutually~~time, ~~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.

AsUnder the terms of the ~~date~~Share Exchange Agreement, the Shareholders of ~~this~~YSA ~~filing,~~(the ~~and~~“Shareholders”) ~~pursuant~~have agreed to ~~the LOI,~~sell 100% of the ~~completion~~issued and ~~closure~~outstanding shares of YSA to the Company ~~Transaction~~in ~~remains~~exchange ~~subject~~for tothe ~~due~~issuance ~~diligence~~of ~~and~~the ~~negotiation~~Company’s ofSeries ~~definitive~~A ~~agreements~~Preferred ~~including~~Stock, ~~without~~ ~~limitation,~~and ~~exhibits~~Series ~~and~~X ~~schedules~~Preferred ~~thereto.~~Stock, as follows:

~~The~~4,500,000 ~~definitive~~shares ~~agreements~~of ~~will~~Series ~~contain~~A ~~additional~~Preferred Stock will ~~customary~~be ~~terms,~~issued ~~conditions,~~to ~~representations,~~such ~~warranties,~~YSA ~~and~~Shareholders ~~covenants~~as ~~typical~~designated inby ~~merger~~YSA ~~transactions~~at asClosing. ~~may~~Each beshare ~~agreed~~of bySeries ~~the~~A ~~Parties.~~Preferred Stock will carry 20:1 voting rights ~~Upon~~and ~~execution~~will vote with the holders of ~~definitive~~Common ~~agreements~~Stock as one class, ~~the~~and ~~LOI~~each share will be ~~superseded~~convertible ~~and~~into ~~neither~~20 ~~party~~shares ~~will~~of Common Stock. The Series A Preferred Stock does not pay dividends, does not have ~~any~~a ~~rights~~liquidation orpreference ~~obligations~~and ~~thereunder~~is not redeemable by the Company.

In1,000,000 ~~addition~~shares of Series X Preferred Stock will be issued to ~~the~~YSA’s ~~above~~President, ~~general~~CEO ~~terms~~and Chief Investment Officer, ~~the~~William ~~LOI~~R. ~~establishes a~~“Russ” ~~framework~~Colvin byat ~~which~~Closing. ~~the~~Each ~~Company~~share ~~expects~~of toSeries X ~~reorganize~~Preferred ~~its~~Stock ~~capital~~will ~~structure~~carry ~~prior~~100:1 tovoting rights and will vote with the ~~execution~~holders of, ~~and~~Common ~~closing~~Stock ~~upon,~~as ~~definitive~~one ~~agreements~~class. The ~~Company~~Series X Preferred Stock will ~~designate~~provide orMr. ~~otherwise~~Colvin ~~authorize~~with ~~shares~~majority voting control of ~~preferred~~the ~~stock~~Company, ~~having~~and ~~such~~will ~~terms~~not asbe ~~set~~convertible ~~forth~~into inCommon ~~the~~Stock. ~~LOI~~The ~~(the~~Series “X Preferred Stock~~”).~~ ~~The~~does ~~Preferred~~not ~~Stock~~pay isdividends, ~~intended~~does tonot have ~~the~~a ~~following~~liquidation ~~preferences,~~preference ~~rights,~~ and ~~other~~is ~~terms:~~not redeemable by the Company.

a)Additionally, Aupon ~~liquidation~~the ~~preference~~Closing, atthe aBoard ~~price~~of ~~per~~Directors of ~~share~~the toCompany will appoint Mr. Colvin as the Company’s President, Chief Executive Officer, and Director, at which time William Hayde shall be ~~determined~~appointed byExecutive Chairman of the ~~Parties~~Board. inKeith Merrell will continue to serve as the ~~definitive~~Company’s ~~agreements;~~Chief Financial Officer and Director, and Jeffrey Robins will continue to serve as Director.

b)The ~~100:1~~Share ~~voting~~Exchange ~~rights;~~Agreement contains additional customary terms, conditions, representations, warranties, and covenants typical in merger transactions as agreed to by the Parties. As of the date of this filing, and pursuant to the terms of the Share Exchange Agreement, the completion and closure of the Transaction remains subject to final due diligence.

c)The ~~20:~~foregoing descriptions of the Share Exchange Agreement herein are qualified by the terms of the full text of the Share Exchange Agreement attached hereto as Exhibit 10.1, ~~conversion~~and tothe ~~common~~terms ~~stock~~thereof are incorporated herein by reference.

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.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The applicable disclosure set forth in Item 1.01 of the Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

Item 9.01. Financial Statements and Exhibits

Exhibit No.		Description
10.1		~~Letter~~Share ofExchange ~~Intent~~Agreement ~~for~~with ~~the Merger of~~ YourSpace America, Inc. ~~into Nu-Med Plus, Inc. (“LOI”)~~ dated ~~May~~April 1525, ~~2023~~2024.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this ~~report~~Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 23, 2023	NU-MED PLUS, INC.
	By:	/s/ William Hayde
	Name:	William Hayde
	Title:	Chief Executive Officer

NU-MED PLUS, INC.

Date:	April 26, 2024	By:	/s/ William Hayde
			William Hayde
			CEO, Principal Executive Officer

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