Waste Energy Corp. Approves Insider Stock Issuances, Proposes Share Increase

What Happened

• Waste Energy Corp. (WAST) filed an 8-K (Aug 31, 2026) reporting that its board approved several issuances/conversions of restricted common stock and approved submitting a proposal to stockholders to increase authorized common shares from 400,000,000 to 1,600,000,000. The board action approving the proposed Authorized Share Amendment occurred on August 26, 2026; a preliminary consent solicitation statement (Schedule 14A) was filed Aug 28, 2026.
• The board approved: (i) a 15,000,000-share restricted stock award to 221 Cap under a services agreement; (ii) conversion of $37,500 owed to Scott Gallagher into 7,500,000 restricted shares at $0.005/share (Gallagher disclosed interest and abstained); and (iii) conversion of $30,000 owed to director/officer W. Scott McBride into 6,000,000 restricted shares at $0.005/share (McBride disclosed interest and abstained). The company intends to rely on Section 4(a)(2) (private placement) for these issuances. As of the filing date, the shares had not been issued by the transfer agent or reflected in the stock ledger.
• The filing corrects an earlier error in the preliminary consent solicitation statement that misstated McBride’s conversion amount; the correct conversion is $30,000 → 6,000,000 shares.

Key Details

• Board approval date for Authorized Share Amendment: August 26, 2026; preliminary Schedule 14A filed Aug 28, 2026.
• Proposed increase in authorized common stock: from 400,000,000 to 1,600,000,000 shares.
• Restricted shares approved: 15,000,000 to 221 Cap; 7,500,000 to Scott Gallagher (in satisfaction of $37,500); 6,000,000 to W. Scott McBride (in satisfaction of $30,000). Conversion price: $0.005 per share.
• No cash proceeds to the company from Gallagher/McBride conversions; issuances not yet completed and will require proper documentation and transfer-agent processing.

Why It Matters

• Potential dilution: the proposed increase in authorized shares, if approved by stockholders and filed under Nevada law, would give the company capacity to issue many more shares — a material change that can enable future financings or insider issuances.
• Insider/related-party issuances: significant restricted-share awards and conversions involve insiders or related parties (221 Cap, Gallagher, McBride); interested directors disclosed and abstained, and the company relies on a private-placement exemption. Investors should note these are issuances in lieu of cash compensation and are not yet reflected in the share ledger.
• Next steps for investors: the Authorized Share Amendment is not effective until stockholder consent is obtained and the amendment is filed; review the definitive consent solicitation statement when filed for record date, voting thresholds, and additional details. The 8-K also contains standard forward-looking disclaimers.