American Fusion: exchanges $2,880,000 of compensation rights for Series C preferred

What happened

• American Fusion, Inc. reported it entered into Exchange Agreements on Sep 30, 2026 with 12 officers, directors, consultants and advisors (each, a "Holder").
• Under each Exchange Agreement, each Holder agreed to exchange an existing contractual right to $240,000 of stock-based compensation (the "Existing Compensation Right") in return for up to 24,000 shares of newly designated Series C convertible preferred stock, par value $0.001 per share. In the aggregate, the Company may issue up to 288,000 shares of Series C Preferred Stock in exchange for Existing Compensation Rights with an aggregate maximum contractual amount of $2,880,000. The exchange involved no cash payment and the Series C Preferred Stock was the only consideration. The Company and each Holder released each other from claims relating to the exchanged portions of the Existing Compensation Right, subject to specified exceptions.

Key details

• Number of holders: 12; amount per holder: $240,000; shares per holder: up to 24,000.
• Aggregate: up to 288,000 shares of Series C Preferred Stock; aggregate contractual amount of $2,880,000.
• Corporate action dated Oct 1, 2026: JV CPA INC. notified the Company it resigned as the independent registered public accounting firm, effective Oct 1, 2026; JV CPA’s prior report for years ended Dec 31, 2025 and 2024 included an explanatory paragraph about substantial doubt regarding the Company’s ability to continue as a going concern. JV CPA reported no disagreements and no reportable events for the periods referenced; JV CPA’s letter dated Oct 6, 2026 is filed as Exhibit 16.1.
• Prospective successor: MBP Global LLP is in the process of client acceptance and onboarding and has not yet formally accepted engagement to audit the year ending Dec 31, 2026 or review interim results for the quarter ended Sep 30, 2026.
• Charter change: the Series C Preferred Stock ranks senior to the Common Stock for dividends and distributions on liquidation, dissolution or winding up, and votes together with Common Stock as a single class.

Why it may matter

• The report includes Item 1.01 (entry into a material definitive agreement) describing the Exchange Agreements, Item 4.01 (change in certifying accountant) describing JV CPA’s resignation and prospective successor procedures, and Item 5.03 (amendments to articles of incorporation or bylaws) describing the ranking and voting of the Series C Preferred Stock. The filing does not show why the insider traded or why the company acted.