American Fusion(TM) Inc. (OTCBQ: AMFN), a developer of next-generation fusion energy technologies, is restructuring up to $2.88 million in stock-based compensation obligations into long-term preferred equity, a move that could bring greater clarity to its compensation commitments and share issuance as the company prepares for a planned national securities exchange listing and potential institutional financing. The agreements, announced on October 7, 2026, cover 12 officers, directors, consultants and advisors, each with a contractual compensation basis of $240,000, and involve the exchange of existing compensation rights for Series C Convertible Preferred Stock. The company said the transaction requires no cash payment from either party.
The restructuring is significant because it establishes a defined schedule for converting preferred shares into common stock, potentially providing more structure around future common-share issuance. The Series C structure sets conditions governing when holders may convert. Conversion eligibility begins in the first full calendar quarter after the later of full vesting under the underlying compensation agreement and the earlier of two events: the 20th trading day after a national securities exchange listing, or nine months after the original issue date. Once eligible, holders may convert up to 30% of their original entitlement in each of the first three quarters, with the remaining balance eligible in the fourth quarter. Unused quarterly allowances do not carry forward. Each preferred share is initially convertible into one common share, subject to adjustments under the Certificate of Designation. Beneficial ownership restrictions initially limit a holder to 4.99% ownership, although a holder may increase that threshold to no more than 9.99% with at least 61 days' notice. A separate provision caps voting rights on an as-converted basis at 4.99%. The preferred shares carry a contractual face value of $10, though that figure does not represent a forecast or guarantee of the market price of American Fusion(TM) common stock. The agreements also provide that holders cannot require the company to redeem the preferred shares, and American Fusion(TM) has a limited repurchase option at 125% of face value before the earlier of a national exchange listing or nine months after the original issue date. The agreements specify September 30, 2026, as their effective date. The $2.88 million represents the maximum contractual amount covered by the agreements; it is not a stated reduction in liabilities on the company's balance sheet, and the accounting treatment and financial-statement effects remain subject to review.
Separately, American Fusion(TM) is changing its independent registered public accounting firm. JV CPA Inc., a Houston-based accounting firm, resigned effective October 1, 2026, citing health reasons. In its regulatory disclosure, the company stated that there had been no disagreements with JV CPA regarding accounting principles or practices, financial-statement disclosure, or audit scope and procedures during the periods covered. American Fusion(TM) is working to engage MBP Global LLP as its successor auditor. The prospective firm is registered with the Public Company Accounting Oversight Board and has more than 40 years of operating history, according to the company. The proposed engagement would include an audit of American Fusion's(TM) consolidated financial statements for the year ending December 31, 2026, as well as a review of interim financial statements for the quarter ended September 30, 2026. MBP Global's client acceptance and onboarding procedures remain underway. The firm has not formally accepted the engagement, so completion of the transition should not yet be treated as assured.
Both the capital restructuring and the auditor transition form part of American Fusion's(TM) preparations for institutional financing and a planned national securities exchange listing. "We're prioritizing the information and coordination MBP Global needs to complete its acceptance process and begin the interim review," said Brent Nelson, Executive Chairman. "As our operations grow more complex, strong and timely financial reporting is central to preparing for institutional financing and a planned exchange listing." For investors, the moves signal an effort to organize the company's capital structure and financial reporting as it seeks to scale its fusion technology platform. American Fusion(TM) is an advanced energy platform company focused on developing fusion technology through its wholly owned subsidiary, Kepler Fusion Technologies. Its principal platform is the Texatron(TM) Fusion Engine(TM), which the company intends to develop for modular deployment in industrial and other energy-intensive applications. The company is also developing a proposed direct magnetic-to-electric conversion system, though it remains under development and has not yet been demonstrated as a commercial power-generation technology. For more information, visit www.AmericanFusionEnergy.com. The latest news and updates relating to AMFN are available in the company's newsroom at https://ibn.fm/AMFN. InvestorWire (InvestorWire) is a specialized communications platform with a focus on advanced wire-grade press release syndication for private and public companies and the investment community. It is one of 75+ brands within the Dynamic Brand Portfolio @ IBN that delivers access to a vast network of wire solutions, editorial syndication to 5,000+ outlets, and social media distribution via IBN to millions of social media followers. Please see full terms of use and disclaimers on the InvestorWire website applicable to all content provided by IW, wherever published or re-published: https://www.InvestorWire.com/Disclaimer.
