American Fusion Restructures Up to $2.88 Million of Stock-Based Compensation Obligations into Long-Term, Lock-Up Preferred Equity and Begins Auditor Transition to MBP Global LLP
https://www.globenewswire.com/news-release/20...l-llp.html
SOUTHLAKE, Texas, Oct. 07, 2026 (GLOBE NEWSWIRE) -- American Fusion Inc. (OTCQB: AMFN) (“American Fusion” or the “Company”), developer of the proprietary Texatron™ Fusion Engine™, today announced agreements to restructure existing stock-based compensation rights with an aggregate maximum contractual amount of $2.88 million into Series C Convertible Preferred Stock. The exchange is part of the Company’s broader capital restructuring effort in support of its planned national securities exchange listing and institutional financing initiatives.
Preferred Equity Exchange
The agreements cover twelve officers, directors, consultants and advisors, each with an existing contractual compensation basis of $240,000. They provide for issuance of up to 288,000 Series C preferred shares in total, subject to the applicable earning and exchange provisions. The exchange involves no cash payment by either party.
The Series C structure establishes defined conversion eligibility and quarterly limits for shares issued in connection with these compensation arrangements. The $2.88 million represents the maximum contractual compensation covered by the agreements, rather than a stated reduction in recorded liabilities. The amounts recognized in the Company’s financial statements and the resulting balance-sheet effect remain subject to accounting review.
“This restructuring brings greater clarity to our compensation commitments and establishes a defined schedule for conversion into common stock,” said Brent Nelson, Executive Chairman of American Fusion. “We appreciate the support of our team and advisors as we organize our capital structure and advance our financing and planned uplisting initiatives.”
Conversion Timing and Capital Structure
Conversions may begin in the first full calendar quarter following the later of full vesting under the underlying compensation agreement and the earlier of the twentieth 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. These provisions regulate conversion timing and are not a blanket prohibition on transfers.
Each Series C share is initially convertible into one common share, subject to adjustments under the Certificate of Designation. Conversion is also subject to a beneficial ownership limitation initially set at 4.99%, which a holder may increase to no more than 9.99% on at least 61 days’ notice. The certificate separately limits voting on an as-converted basis to 4.99%.
The preferred shares’ $10 face value is a contractual term, not a forecast or guarantee of the common stock’s trading price. Future restructuring events are subject to the adjustment provisions in the governing documents; other changes require the applicable approvals and amendments. Holders have no right to require redemption. The Company has a limited option to repurchase the preferred shares at 125% of face value before the earlier of a national exchange listing or nine months after the original issue date.
The exchange agreements specify September 30, 2026 as their effective date.
Auditor Transition
JV CPA Inc., a boutique Houston-based firm, resigned as American Fusion's independent registered public accounting firm effective October 1, 2026, citing health reasons. The Company's Item 4.01 disclosure states that there were no disagreements with JV CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events, during the periods covered. JV CPA's letter to the SEC confirms its agreement with those statements.
The Company is in the process of engaging MBP Global LLP, a PCAOB-registered firm with over 40 years of operating history and extensive experience serving public companies, as its successor auditor. MBP Global would audit the Company's consolidated financial statements for the year ending December 31, 2026 and review its interim financial statements for the quarter ended September 30, 2026. MBP Global's client acceptance and onboarding procedures are underway. The engagement remains subject to completion of those procedures, and MBP Global has not yet formally accepted the engagement.
“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.”
Additional details are available in the Company's Current Report on Form 8-K filed October 6, 2026, and its exhibits.
https://www.globenewswire.com/news-release/20...l-llp.html
SOUTHLAKE, Texas, Oct. 07, 2026 (GLOBE NEWSWIRE) -- American Fusion Inc. (OTCQB: AMFN) (“American Fusion” or the “Company”), developer of the proprietary Texatron™ Fusion Engine™, today announced agreements to restructure existing stock-based compensation rights with an aggregate maximum contractual amount of $2.88 million into Series C Convertible Preferred Stock. The exchange is part of the Company’s broader capital restructuring effort in support of its planned national securities exchange listing and institutional financing initiatives.
Preferred Equity Exchange
The agreements cover twelve officers, directors, consultants and advisors, each with an existing contractual compensation basis of $240,000. They provide for issuance of up to 288,000 Series C preferred shares in total, subject to the applicable earning and exchange provisions. The exchange involves no cash payment by either party.
The Series C structure establishes defined conversion eligibility and quarterly limits for shares issued in connection with these compensation arrangements. The $2.88 million represents the maximum contractual compensation covered by the agreements, rather than a stated reduction in recorded liabilities. The amounts recognized in the Company’s financial statements and the resulting balance-sheet effect remain subject to accounting review.
“This restructuring brings greater clarity to our compensation commitments and establishes a defined schedule for conversion into common stock,” said Brent Nelson, Executive Chairman of American Fusion. “We appreciate the support of our team and advisors as we organize our capital structure and advance our financing and planned uplisting initiatives.”
Conversion Timing and Capital Structure
Conversions may begin in the first full calendar quarter following the later of full vesting under the underlying compensation agreement and the earlier of the twentieth 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. These provisions regulate conversion timing and are not a blanket prohibition on transfers.
Each Series C share is initially convertible into one common share, subject to adjustments under the Certificate of Designation. Conversion is also subject to a beneficial ownership limitation initially set at 4.99%, which a holder may increase to no more than 9.99% on at least 61 days’ notice. The certificate separately limits voting on an as-converted basis to 4.99%.
The preferred shares’ $10 face value is a contractual term, not a forecast or guarantee of the common stock’s trading price. Future restructuring events are subject to the adjustment provisions in the governing documents; other changes require the applicable approvals and amendments. Holders have no right to require redemption. The Company has a limited option to repurchase the preferred shares at 125% of face value before the earlier of a national exchange listing or nine months after the original issue date.
The exchange agreements specify September 30, 2026 as their effective date.
Auditor Transition
JV CPA Inc., a boutique Houston-based firm, resigned as American Fusion's independent registered public accounting firm effective October 1, 2026, citing health reasons. The Company's Item 4.01 disclosure states that there were no disagreements with JV CPA on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, and no reportable events, during the periods covered. JV CPA's letter to the SEC confirms its agreement with those statements.
The Company is in the process of engaging MBP Global LLP, a PCAOB-registered firm with over 40 years of operating history and extensive experience serving public companies, as its successor auditor. MBP Global would audit the Company's consolidated financial statements for the year ending December 31, 2026 and review its interim financial statements for the quarter ended September 30, 2026. MBP Global's client acceptance and onboarding procedures are underway. The engagement remains subject to completion of those procedures, and MBP Global has not yet formally accepted the engagement.
“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.”
Additional details are available in the Company's Current Report on Form 8-K filed October 6, 2026, and its exhibits.
