American Fusion Appoints Director, Grants Contingent $240K Equity Right

What Happened
American Fusion, Inc. announced that on August 10, 2026 it entered a Consulting Services Agreement with JRMS Consulting LLC and that the Board appointed JRMS’s manager, John Gerdin, as an independent director and Strategic Advisor effective August 11, 2026. Under the agreement JRMS will provide board governance, strategic advisory, corporate finance and business development services; JRMS is an independent contractor, and Gerdin is the designated individual to provide services and available for Board service.

Key Details

• Cash retainer: $2,000 per month payable under the Company’s normal payroll/accounts payable practices.
• Contingent equity right: JRMS has a contingent right with an economic value target of $240,000 in common stock that vests only if (i) the Company completes a “Restructuring Event” (e.g., reverse/forward split, recapitalization, share reclassification, equity exchange or similar transaction) and (ii) JRMS remains engaged through the Vesting Date.
• Share mechanics and dilution risk: If vested, the number of shares issued = $240,000 ÷ closing stock price on the first trading day after the Vesting Date; shares issued at $0.001 per share. On the one‑year anniversary, if the stock’s Anniversary Price is lower than the Initial Valuation Price, the Company will issue additional shares so the total value (at the Anniversary Price) equals $240,000 — meaning a decline in stock price before the anniversary increases shares issued and dilutes current holders. The exact number of shares is not determinable today.
• Term, protections and process: Agreement term is 12 months with automatic six‑month renewals; Company agreed to indemnify JRMS (subject to law) and to seek D&O insurance covering JRMS. Securities to be issued rely on exemptions under Section 4(a)(2)/Reg D.

Why It Matters
The filing signals a board-level appointment and a strategic advisory relationship that could affect corporate strategy and capital markets activity. The direct cash cost to the company is modest ($2,000/month), but the contingent $240,000 equity right could lead to meaningful dilution depending on future corporate transactions and share price movement around a Restructuring Event and the one‑year anniversary thereafter. Investors should note the vesting conditions, potential for additional share issuance if the stock price falls, and the company’s indemnification commitment as factors that could affect shareholder value.