American Fusion auditor JV CPA resigns Oct 1; Series C preferred issued to 12 insiders for $2.88M compensation

American Fusion, Inc.

JV CPA resigned as independent auditor effective Oct 1, 2026, covering the Q3 2026 review and FY2026 audit; prior FY2025/FY2024 opinions cited substantial doubt about going concern.
Company is engaging MBP Global LLP as successor auditor; client acceptance and countersignature of the engagement letter were still pending as of the Oct 6, 2026 report.
12 officers, directors, consultants and advisors swapped $240,000 each of stock-based pay rights ($2.88M total) for 24,000 Series C preferred shares each — up to 288,000 shares, no cash.
Certificate of Designation filed Oct 2, 2026 for 500,000 Series C preferred shares ($0.001 par); converts 1:1 to common with 30%-per-quarter leak-out and a 4.99% voting cap.
Series C ranks senior to common on dividends/liquidation; company may repurchase shares for cash at 125% of face value ($12.50/share) until exchange listing or nine months after issue.

item 1.01 item 3.02 item 3.03 item 5.03 item 4.01 item 9.01

This headline and bullets were generated automatically by deepseek-v4.1-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.