Drugs Made in America Acquisition II Corp.
04/28/2026 | Press release | Distributed by Public on 04/28/2026 15:27
Material Agreement (Form 8-K)
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on November 17, 2025, Drugs Made in America Acquisition II Corp. (the "Company") appointed Saleem Elmasri as Chief Financial Officer of the Company and entered into a Master Services Agreement (the "Consulting Agreement") with Titan Advisory Services LLC for the provision of such principal financial and accounting officer services by Mr. Elmasri. The Consulting Agreement included a Statement of Work (the "SoW") for the services to be rendered by Mr. Elmasri and the $3,500 monthly compensation to be paid by the Company. In addition, the Company shall grant, or the Company's former Chief Executive Officer, Lynn Stockwell, shall transfer 100,000 ordinary shares of the Company to Saleem Elmasri upon engagement.
On April 22, 2026, the Company entered into an updated Statement of Work (the "Updated SoW") with Titan. Pursuant to the Updated SoW:
| ● | The services to be rendered by Mr. Elmasri and the compensation to be paid by the Company under the SoW remain unchanged; |
| ● | The compensation due under the SoW remains outstanding and accrues as binding obligations of the Company; and |
| ● | As Titan has not been issued 100,000 ordinary shares per the SoW, Titan's designated recipient, Saleem Elmasri, shall be entitled to receive 175,000 ordinary shares, which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company's initial business combination, within ten (10) days thereafter. |
As previously disclosed, on February 28, 2026, the Company appointed Roger Bendelac as the Company's Chief Executive Officer. Mr. Bendelac's compensation was not determined at the time of the appointment.
On April 22, 2026, the Company entered into a compensation agreement (the "CEO Compensation Agreement") with Aleutian Equity Holdings LLC, the designated compensation vehicle for Roger E. Bendelac, the Company's Chief Executive Officer. Pursuant to the CEO Compensation Agreement:
| ● | Mr. Bendelac is entitled to compensation of $4,500 per month, of which $2,500 is payable currently and up to $2,000 may be deferred based on the Company's cash flow. Deferred amounts accrue as binding obligations of the Company; and |
| ● | Mr. Bendelac, as the designated recipient, is entitled to receive 250,000 ordinary shares of the Company, which shall be earned upon execution of a definitive agreement and are to be issued at the closing of the Company's initial business combination, within ten (10) days thereafter. |
The CEO Compensation Agreement also includes customary provisions regarding indemnification, limitation of liability, dispute resolution, and governing law.
The foregoing descriptions of the Updated SoW and the CEO Compensation Agreement are summaries only and are qualified in their entirety by reference to the full text of the Updated SoW and the CEO Compensation Agreement, which are attached hereto as Exhibits 10.1 and 10.2 and incorporated herein by reference.
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