Drugs Made In America Acquisition II Corp 8-K, filed Apr 28, 2026
Drugs Made In America Acquisition II Corp. (DMII)
About this 8-K
Drugs Made In America Acquisition II Corp filed this 8-K on April 28, 2026, reporting on events of April 22, 2026.
Items reported
- Item 1.01: Entered into a material agreement
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| The Stock Market LLC | ||||
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| The Stock Market LLC |
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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.
Item 9.01 Financial Statements and Exhibits.
| Exhibit Number |
Description | |
| 10.1 | Statement of Work between and by Drugs Made in America Acquisition II Corp. and Titan Advisory Services LLC, dated April 22, 2026 | |
| 10.2 | CEO Compensation Agreement between and by Drugs Made in America Acquisition II Corp. and Aleutian Equity Holdings LLC, dated April 22, 2026 | |
| 104 | Cover Page Interactive Data File |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: April 28, 2026
| DRUGS MADE IN AMERICA ACQUISITION II CORP. | ||
| By: | /s/ Roger Bendelac | |
| Name: | Roger Bendelac | |
| Title: | Chief Executive Officer | |
Exhibit 10.1
Please find below the proposal for services to be provided by Titan Advisory Services LLC to the Company (Drugs Made In America Acquisition II Corp).
| SCOPE OF WORK | |
| Date: | April 22, 2026 |
| Project: | CFO Services |
| Services: |
The Services to be provided have not changed since the November 17, 2025 SoW and are as follows: 1. Operate as the Chief Financial Officer, including, but not limited to the following responsibilities: a. Overall financial strategy implementation and execution b. Oversee forecasts and budgeting c. Oversee finance/ accounting department d. Financial reporting e. Oversee tax compliance f. Oversee audits 2. Assist with Capital Raising 3. Decision support analysis 4. Ad hoc requests |
| Deliverables: | Deliverables will correlate with the Services listed above. |
| Timing: | Work will begin upon execution of this SoW. |
| Fees: |
Fees shall be fixed at $3,500 per month, consistent with SoW dated November 17, 2025. Unpaid amounts accrue as a binding obligation.
Amounts owing under the November 17, 2025 SoW remain owed and due to TITAN.
Titan was never issued 100,000 shares as per the SoW dated November 17, 2025. Instead, TITAN’s designated recipient, Saleem Elmasri, shall be granted 175,000 shares earned at execution of definitive agreement and issued at closing ≤10 days. |
| Payment Terms: | Invoices will be issued monthly on the last business day of the month and payable within 5 business days. |
| Retainer: | Not applicable. No retainer has been paid in the past. |
Thank you for your consideration. We look forward to working with you.
| /s/ Saleem Elmasri | |
| Saleem Elmasri | |
| Managing Partner | |
| Titan Advisory Services LLC |
THIS SOW CORRECTLY SETS FORTH THE UNDERSTANDING OF THE COMPANY:
| /s/ ROGER BENDELAC | CEO | |
| SIGNATURE | TITLE | |
| ROGER BENDELAC | 04/22/2026 | |
| PRINT NAME | DATE |
Exhibit 10.2
April 22, 2026
Drugs Made in America Acquisition II Corporation
EXECUTIVE CAPACITY AND COMPENSATION STRUCTURE:
The parties acknowledge that Roger E. Bendelac serves as Chief Executive Officer of the Company in his individual capacity and not as a consultant or independent contractor.
Aleutian Equity Holdings LLC is designated solely as a compensation and payment vehicle through which compensation payable to Roger E. Bendelac shall be directed for administrative, tax, and structuring purposes.
All services are performed exclusively by Roger E. Bendelac in his capacity as Chief Executive Officer.
EXISTING ROLE:
The parties acknowledge that the executive role existed prior to this Agreement and this Agreement formalizes compensation only.
COMPENSATION:
Fees shall be $4,500 per month, with $2,500 payable and up to $2,000 deferred solely due to cash flow constraints, accruing as a binding obligation.
PAYMENT TERMS:
Invoices issued month-end and payable within five (5) business days.
EQUITY COMPENSATION:
The Service Provider shall receive 250,000 shares as designated recipient.
Such shares shall be earned and vested upon execution of a definitive Business Combination agreement and constitute a binding obligation not subject to modification.
Shares shall be issued at closing and no later than ten (10) business days thereafter, with full economic benefit preserved regardless of transaction structure.
INDEMNIFICATION:
The Company shall indemnify against all claims including securities-related claims except for gross negligence or misconduct.
DISPUTE RESOLUTION:
Mediation followed by binding arbitration under AAA or JAMS in New York. Judgment enforceable in courts.
GOVERNING LAW: New York
AGREED AND ACCEPTED:
| /s/ Saleem Elmasri | |
| Drugs Made in America Acquisition II Corporation | |
| By: Saleem Elmasri (CFO) | |
| /s/ Roger E. Bendelac | |
| Aleutian Equity Holdings LLC | |
| By: Roger E. Bendelac | |