American Fusion Inc. (OTCQB: AMFN) announced agreements to restructure up to $2.88 million in stock-based compensation obligations into Series C Convertible Preferred Stock, according to a press release issued by the Southlake, Texas-based company.

The agreements, effective September 30, 2026, cover twelve officers, directors, consultants, and advisors, each with an existing contractual compensation basis of $240,000. The restructuring provides for the issuance of up to 288,000 Series C preferred shares in total and involves no cash payment by either party.

Each Series C share is initially convertible into one common share. Conversion eligibility begins in the first full calendar quarter following the later of full vesting and the earlier of the twentieth trading day after a national securities exchange listing or nine months after the original issue date. Once eligible, holders may convert up to 30% of their original entitlement per quarter for the first three quarters, with the remaining balance eligible in the fourth quarter. Unused quarterly allowances do not carry forward.

A beneficial ownership limitation is initially set at 4.99%, which a holder may increase to no more than 9.99% on at least 61 days' notice. The company retains an option to repurchase the preferred shares at 125% of face value before the earlier of a national exchange listing or nine months after the original issue date.

The company also disclosed an auditor transition. JV CPA Inc., a Houston-based firm, resigned as American Fusion's independent registered public accounting firm effective October 1, 2026, citing health reasons. The company stated there were no disagreements with JV CPA on accounting principles, financial statement disclosure, or auditing scope.

American Fusion is in the process of engaging MBP Global LLP, a PCAOB-registered firm, as its successor auditor. MBP Global would audit the company's financial statements for the year ending December 31, 2026, and review interim statements for the quarter ended September 30, 2026. The engagement has not yet been formally accepted by MBP Global.

Additional details are available in the company's Current Report on Form 8-K filed October 6, 2026.