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American Fusion, Inc.
8-K
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On September 30, 2026, American Fusion, Inc., a Texas corporation, (the "Company"), entered into Exchange Agreements (each, an "Exchange Agreement") with twelve (12) of its officers, directors, consultants and advisors (each, a "Holder"). Each Holder had a contractual right to $240,000 of stock-based compensation, payable in shares of the Company's common stock, par value $0.001 per share (the "Common Stock") (the "Existing Compensation Right"). Under each Exchange Agreement, the Holder agreed to exchange its Existing Compensation Right. In exchange, the Company will issue the Holder up to 24,000 shares of its newly designated Series C Convertible Preferred Stock, par value $0.001 per share (the "Series C Preferred Stock"). In total, 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 accrued compensation is extinguished in accordance with the initial exchange provisions, and each subsequent earned increment is extinguished upon its exchange, subject to the applicable reconciliation provisions. The Holder has no further right to any shares of Common Stock previously issuable under it. The exchange involved no cash payment by either party, and the Series C Preferred Stock was the only consideration. The Company and each Holder also released each other from claims arising out of or relating to the portions of the Existing Compensation Right exchanged, subject to the applicable exceptions.