Current Report
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UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

 CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 1, 2026

 

AMERICAN FUSION, INC.

(Exact name of registrant as specified in its charter)

 

Texas   000-00000   22-1436279
(State or other jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification Number)

 

401 N. Carroll Ave., Ste. 92    
Southlake, TX   76092
(Address of Principal Executive Offices)   (Zip Code)

 

(480) 788-7420

(Registrant’s telephone number, including area code)

   

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: None

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

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.

 

Between January 1, 2026 and May 1, 2026, American Fusion Inc., a Texas corporation (the “Company”), entered into a Master Prepaid Common Stock Purchase Warrant Agreement (the “Agreement”) with a single institutional accredited investor (the “Investor”), establishing a prepaid warrant financing facility of up to $3,000,000 (the “Facility”).

 

Pursuant to the Agreement, the Investor may, from time to time and in its sole discretion, fund prepaid tranches under the Facility in exchange for prepaid common stock purchase warrants (the “Warrants”). The Company has no right to require the Investor to fund any additional tranches under the Facility.

 

As of the date of this report, the Investor has funded an aggregate of approximately $793,000 through multiple tranches under the Facility. The remaining balance of up to $2,207,000 is available for future funding, subject to the terms and conditions of the Agreement.

 

The Warrants issued under the Facility are exercisable for shares of the Company’s common stock at a fixed exercise price of $0.05 per share. The exercise price does not reset, ratchet, or otherwise adjust based on the prevailing market price of the Company’s common stock, and the Warrants do not contain variable rate or floating conversion features. The full purchase price for each tranche is prepaid by the Investor at the time of funding, and no additional consideration is payable upon exercise.

 

The foregoing description of the Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, which will be filed as an exhibit to the Company’s next periodic report.

 

  Item 3.02 Unregistered Sales of Equity Securities.

 

The information set forth under Item 1.01 of this Current Report is incorporated herein by reference.

 

Based on approximately $793,000 funded by the Investor through May 1, 2026 at a fixed exercise price of $0.05 per share, the Warrants issued to date are exercisable for an aggregate of approximately 15,860,000 shares of the Company’s common stock subject to a 4.99% beneficial ownership limitation. Assuming the full $3,000,000 Facility is funded, the Warrants would be exercisable for up to 60,000,000 shares of common stock. The Warrants have a term of five (5) years from the date of issuance.

 

The Warrants and the shares of common stock issuable upon exercise of the Warrants have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws, and were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. The Investor represented that it is an accredited investor and that the securities were acquired for investment purposes and not with a view to distribution. The securities were issued without general solicitation or general advertising.

 

  Item 8.01 Other Events.

 

On May 4, 2026, the Company issued a press release announcing (i) the reduction of its authorized common shares from 3,000,000,000 to 1,800,000,000 shares, and (ii) an update regarding its financing activities.

 

As disclosed in the press release, the reduction in authorized shares follows the previously completed cancellation of approximately 1.683 billion shares of common stock, resulting in a reduced issued and outstanding share base of approximately 1.316 billion shares. The Company believes the revised authorized share structure more appropriately aligns with its current capitalization and anticipated near-term requirements, while reducing excess authorized share capacity.

 

The Company also reported that it has received approximately $793,000 in institutional financing year to date under the prepaid warrant facility described in Item 1.01 of this Current Report.

 

A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

 

 
 

 

Item 9.01 Financial Statements and Exhibits.
   

(d) Exhibits.

   

Exhibit No. Description
   
99.1 Press Release, dated May 4, 2026, issued by the Company
   
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
   

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:  May 6, 2026 AMERICAN FUSION, INC.
     
  By:   /s/ Richard C. Hawkins
    Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

 

American Fusion Inc. (OTC: AMFN) Confirms Reduction in Authorized Common Shares and Provides Financing Update

 
Leader in Scalable Compact Fusion Energy
 

 

 

Southlake, Texas – May 4, 2026 – American Fusion Inc. (OTC: AMFN) (“American Fusion” or the “Company”), a company focused on fusion energy technologies, today announced that it has filed an amendment with the Texas Secretary of State to reduce its total authorized common shares from 3,000,000,000 to 1,800,000,000 shares. The Company has also submitted corresponding updates to its transfer agent which will in turn be reflected on OTC Markets.

 

The reduction follows the previously disclosed cancellation of approximately 1.683 billion shares of common stock, resulting in a materially reduced issued and outstanding share base of approximately 1.316 billion shares. The Company believes the revised authorized share structure of 1.8 billion shares more appropriately aligns with its current capitalization and anticipated near-term requirements.

 

The remaining authorized shares are intended to support ongoing corporate initiatives, including potential strategic M&A opportunities, incentive based equity compensation and potential debt settlements. By reducing its authorized share capital, the Company believes it is establishing a more disciplined capital structure.

 

The Company may consider further reductions to its authorized share capital and share structure as its capitalization continues to evolve and it transitions toward funding growth through operating earnings. The Company does not anticipate any additional increases to its share structure prior to its anticipated uplisting to a major U.S. exchange.

 

Richard Hawkins, CEO of American Fusion, stated, “Following the significant reduction in our outstanding share count, we believe it is appropriate to realign our authorized share structure to reflect the Company’s current capitalization and forward-looking needs. This is part of a broader effort to maintain a disciplined capital structure while preserving flexibility to support strategic growth initiatives.”

 

Institutional Financing Update

 

American Fusion is also pleased to announce that it has received approximately $793,000 in aggregate financing year-to-date, funded between January 1, 2026 and May 1, 2026, under a prepaid warrant structure exercisable at a fixed price of $0.05 per share. The underlying shares are restricted and can only be registered in connection with an uplisting to a national securities exchange. The amount funded to date represents a portion of a total funding commitment of up to $3,000,000, with the remaining balance available to the Company in additional tranches, subject to the terms and conditions of the underlying transaction documents.

 

 
 

The financing was completed in multiple tranches and is characterized by fixed pricing and prepayment at the time of funding. The Company believes this structure differs from the variable discount rate and reset-based financing arrangements commonly utilized by issuers in the OTC markets. Notably, the facility does not include finance charges, interest, or original issue discount (OID) typically associated with comparable financings undertaken by similarly situated companies trading on OTC Markets.

 

Brent Nelson, Founder and Executive Director of American Fusion, stated, “This financing reflects a deliberate approach to capital formation. By utilizing a fixed price prepaid warrant structure, the Company has secured committed capital without introducing variable discounted pricing features. As we continue to build the business, maintaining a disciplined and transparent capital structure remains a priority.”

 

Proceeds from the financing have been, and are expected to continue to be, used for general corporate and compliance purposes, technology development, go-to-market commercialization, marketing initiatives, and working capital. There can be no assurance that any portion of the remaining commitment will be funded.

 

New Corporate Web Site

 

The Company recently launched its new corporate website, designed to provide improved transparency, accessibility, and communication with investors and stakeholders as it builds out its platform.

 

americanfusionenergy.com

 

New Corporate Overview Presentation

 

In connection with these efforts, the Company has also released an updated investor presentation outlining its Texatron™ fusion platform, development roadmap, deployment strategy, and intellectual property portfolio. The presentation provides a comprehensive overview of the Company’s technology and commercial positioning and is available at:

 

AMFN General Presentation May 2026

 

Other Corporate Updates

 

In addition, the Company has engaged a FINRA-registered broker-dealer and initiated the process of applying for a Rule 15c2-11 quotation. Approval of a Rule 15c2-11 filing would enable a market maker to publish quotations for the Company’s securities, which is a critical step toward achieving broader trading visibility, improved liquidity, and eligibility for higher tiers of the OTC Markets.

 

The Company also looks forward to the effectiveness of its Form 10 registration statement, anticipated on or about May 15, 2026. Upon effectiveness, American Fusion will become a fully reporting company with the U.S. Securities and Exchange Commission and plans to file its first quarterly report on Form 10-Q in a timely manner following such effectiveness.

 

American Fusion remains focused on disciplined capital management and execution as it advances its fusion energy development program and the Texatron™ platform.

 

The Company intends to furnish a Current Report on Form 8-K with the U.S. Securities and Exchange Commission regarding the matters described herein.

 

 
 

 

About American Fusion Inc.

 

American Fusion Inc. (OTC: AMFN) is an advanced energy platform company focused on the development and commercialization of next-generation fusion energy technologies. The Company is advancing the Texatron™ aneutronic fusion platform, designed for modular, infrastructure-grade deployment across industrial, commercial, and grid-constrained applications.

 

The Company’s development strategy emphasizes system-level engineering, disciplined intellectual property protection, and scalable architectures intended to support long-term commercial operation, while maintaining a focus on capital discipline and transparent corporate governance.

 

For more information about American Fusion and its Texatron™ platform, please visit: americanfusionenergy.com

 

Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s plans, objectives, expectations, and intentions, such as statements relating to technology development and commercialization, patent filings, regulatory initiatives, SEC registration, including the expected effectiveness of the Company’s Form 10, audit completion, exchange uplisting, and future business operations. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” and “will” identify forward-looking statements. These statements are based on current expectations and involve risks and uncertainties that could cause actual results to differ materially, including risks related to technology development, intellectual property protection, regulatory approvals, capital availability, audit and SEC reporting timelines, including the timing and effectiveness of the Company’s Form 10, exchange requirements, litigation matters, and general market and economic conditions. This release is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Company undertakes no obligation to update forward-looking statements except as required by law.

 

Corporate Communications

 

IBN
Austin, Texas
www.InvestorBrandNetwork.com
512.354.7000 Office
[email protected]