AMERIGUARD SECURITY SERVICES, INC. 8-K

What Happened AMERIGUARD SECURITY SERVICES, INC. (AGSS) filed an 8-K disclosing that it entered a debt-settlement agreement and issued common stock in partial satisfaction of outstanding debt. On March 10, 2026 the company agreed with creditor Lillian Flores to convert part of the debt into equity, and on April 15, 2026 the company authorized and issued 8,756,150 shares of common stock to Ms. Flores in exchange for conversion of $2,456,991 of outstanding debt.

Key Details

• Agreement date: March 10, 2026 (debt settlement/conversion agreement with Lillian Flores).
• Issuance date and amount: April 15, 2026 — 8,756,150 shares issued.
• Debt extinguished: $2,456,991 of outstanding debt converted into equity.
• Securities treatment: Issuance claimed under exemptions from registration (Section 4(a)(2) and/or Rule 506 of Regulation D); recipient represented as an accredited investor; shares are restricted and may become tradable under Rule 144 if conditions are met.

Why It Matters This transaction reduces the company’s reported debt by about $2.46 million while increasing the number of outstanding shares, which can dilute existing shareholders’ ownership percentage. The use of private-placement exemptions means the shares were issued without SEC registration, limiting immediate liquidity for the recipient unless transfer conditions are met. For investors, the main takeaways are the reduction in liabilities on the balance sheet and the potential dilution impact from issuing nearly 8.8 million new shares.