NEXT-ChemX Corp. Issues Series B Preferred; Two Investors Gain Control

What Happened
NEXT-ChemX Corporation announced on July 22, 2026 (transactions dated June 22, 2026) that two accredited investors, Arastou Mahjoory and Ann Mollicone, purchased a total of 80,000 newly authorized Series “B” Preferred Shares through cancellation/amendment of secured debt. The Board filed a Certificate of Designation for the Series B shares (stamped June 29, 2026; Board authorization noted on or about July 19, 2026). The note holders also agreed to amend and extend certain Convertible Notes (many of which were or soon would be in default) through December 31, 2026.

Key Details

• 80,000 Series “B” Preferred Shares issued: 40,000 shares to Mahjoory and 40,000 to Mollicone.
• Conversion and voting terms: each Series B share is convertible into 500 common shares and carries 500 votes per share — total potential conversion = 40,000,000 common shares and 40,000,000 votes.
• Control impact: Mahjoory and Mollicone together hold the Series B shares that provide approximately 58% of outstanding voting power (based on 28,546,835 unrestricted common shares outstanding).
• Debt and defaults: the transaction reduced corporate debt by $400,000 ($200,000 reduction for each investor). The company is in default or near-default on other obligations: ten “Series F” convertible notes with $840,000 principal and seven promissory notes with $770,000 principal remain outstanding. Convertible Notes were extended by holders through December 31, 2026.

Why It Matters

• Governance: Mahjoory and Mollicone now have joint control over board elections and shareholder matters through the Series B holdings, which is a material change in control and corporate governance.
• Dilution and voting power: the Series B conversion feature could add up to 40 million common shares if converted, more than doubling the current common share count — a material dilutive event for existing common shareholders.
• Financial condition: while the deal reduced $400,000 of debt and extended defaults through year-end, the company still has material outstanding indebtedness in default or near-default, which remains a credit and execution risk for investors.