American Fusion™ Inc. (OTCBQ: AMFN), a developer of next-generation fusion energy technologies, announced agreements on October 7, 2026, to restructure up to $2.88 million in stock-based compensation obligations into long-term preferred equity. The move is part of the company’s efforts to organize its capital structure ahead of a planned national securities exchange listing and potential institutional financing.
The agreements cover 12 officers, directors, consultants, and advisors, each with a contractual compensation basis of $240,000. Under the terms, participants will exchange existing compensation rights for Series C Convertible Preferred Stock, with issuance of up to 288,000 preferred shares subject to earning and exchange provisions. No cash payment is required from either party, according to the company’s announcement.
The Series C structure establishes staged conversion eligibility, potentially providing greater structure around future common-share issuance. Conversion can begin 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. Beneficial ownership restrictions initially limit a holder to 4.99% ownership, though a holder may increase that threshold to no more than 9.99% with at least 61 days’ notice. Voting rights on an as-converted basis are capped at 4.99%. The preferred shares carry a contractual face value of $10, which does not represent a forecast or guarantee of the market price of American Fusion™ common stock.
The $2.88 million figure represents the maximum contractual compensation covered, not a confirmed reduction in recorded liabilities. The accounting treatment and financial-statement effects remain under review. The agreements specify September 30, 2026, as their effective date, and their eventual impact on share count will depend on vesting and conversion eligibility.
Separately, American Fusion™ is transitioning its independent registered public accounting firm. JV CPA Inc., a Houston-based firm, resigned effective October 1, 2026, citing health reasons. The company stated there were no disagreements with JV CPA regarding accounting principles or practices, financial-statement disclosure, or audit scope and procedures during the periods covered.
American Fusion™ is working to engage MBP Global LLP as 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™ consolidated financial statements for the year ending December 31, 2026, and a review of interim financial statements for the quarter ended September 30, 2026. MBP Global’s client acceptance and onboarding procedures remain underway, and the firm has not formally accepted the engagement, so completion of the transition should not yet be treated as assured.
“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.”
American Fusion™ 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™ Fusion Engine™, intended 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 been demonstrated as a commercial power-generation technology.
The capital restructuring and auditor transition form part of American Fusion’s™ preparations for institutional financing and a planned national securities exchange listing. For more information, visit the company’s website at www.AmericanFusionEnergy.com. The latest news and updates relating to AMFN are available in the company’s newsroom at https://ibn.fm/AMFN.
InvestorWire (https://www.InvestorWire.com) is a specialized communications platform with a focus on advanced wire-grade press release syndication. It is one of 75+ brands within the Dynamic Brand Portfolio @ IBN that delivers access to a vast network of wire solutions, article and editorial syndication to 5,000+ outlets, and social media distribution via IBN to millions of social media followers.
