American Fusion Inc. (OTCQB: AMFN) Reports Third Quarter 2026 Results and $1.55 Million in Year-To-Date Financing

Rhea-AI Summary

American Fusion (OTCQB: AMFN) reported a third-quarter 2026 net loss of $1,436,076 as it advanced Texatron fusion development and testing. Quarterly revenue was zero; nine-month revenue was $58,000 and net loss was $2,800,078. Nine-month financing provided $1,551,000.

At September 30, assets reached $372,313, liabilities fell to $1,473,333 and stockholders’ deficit narrowed 34% from June 30 to $1,101,020. The company exchanged $986,958 of accrued compensation obligations for convertible preferred equity. Cash declined to $70,633 from $79,341.

Late-October net financing of approximately $687,000 funded a testing-property acquisition. The company expects its planned North Texas Ranch Facility acquisition before November 26 and an independent technology review report before November ends. Texas registration permits research only, not technology certification. Brent Nelson became CEO on October 26.

15 points · 0 major

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0 major · 8 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate pointNine-month financing provided $1,551,000 through September 30, 2026.
• Moderate pointLate-October net financing of approximately $687,000 was received for a testing-property acquisition.
• Moderate pointAccrued compensation obligations of $986,958 were exchanged for Series C preferred equity effective September 30.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The company expects its North Texas Ranch Facility acquisition before November 26, 2026.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The company is developing a proposed Series D preferred equity exchange to replace certain consulting-related notes.

10 minor points

• Minor pointTotal liabilities fell approximately 21% to $1,473,333 at September 30 from $1,856,662 at June 30.
• Minor pointStockholders’ deficit narrowed 34% to $1,101,020 at September 30 from $1,659,980 at June 30.
• Minor pointTotal assets rose to $372,313 at September 30 from $196,683 at June 30.
• Minor pointNine-month revenue was $58,000, with gross profit of $8,000.
• Minor pointCommon shares outstanding were 1,619,034,363, unchanged from June 30 and approximately 45% below December 31, 2025.
• Minor pointCapitalized patent filing costs reached $166,992 for nine months, versus $33,472 at June 30.
• Minor pointResearch and development testing equipment acquired for future projects totaled $44,169.
• Minor pointTexas registration authorizes research and development at the Lubbock testing location through February 28, 2034.
• Minor point. Forward-looking: it has not happened yet and may not happen.An independent reviewer completed an on-site evaluation; the company anticipates its final report before November ends.
• Minor point. Forward-looking: it has not happened yet and may not happen.Previously executed factory and office leases are expected to commence in November 2026.

Negative

• Moderate pointNet losses totaled $1,436,076 for third-quarter 2026 and $2,800,078 for the nine-month period.
• Moderate pointThird-quarter revenue and gross profit were zero.
• Moderate point. Forward-looking: it has not happened yet and may not happen.The proposed consulting-note exchange requires balance and assignment reconciliation, definitive agreements and corporate approvals.
• Minor pointCash declined to $70,633 at September 30 from $79,341 at June 30.
• Minor pointOperating expenses totaled $1,399,778 quarterly and $2,733,032 year-to-date, including $764,752 and $1,407,414 in stock-based compensation, respectively.

3 minor points

• Minor pointFinancing included prepaid warrants and equity units priced at $0.05–$0.07, with warrants exercisable at $0.50, creating dilution exposure.
• Minor point. Forward-looking: it has not happened yet and may not happen.Series C preferred equity issued for compensation is convertible into common stock after specified restrictions.
• Minor pointTexas registration covers research only and does not certify technology or commercial performance.

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Stockholders’ deficit narrowed 34% from June 30. The Company converted $987,000 of accrued compensation to equity and appointed Brent Nelson as Chief Executive Officer

SOUTHLAKE, Texas, Nov. 13, 2026 (GLOBE NEWSWIRE) -- American Fusion Inc. (OTCQB: AMFN) (“American Fusion” or the “Company”), developer of the proprietary Texatron™ Fusion Engine™, today announced the filing of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2026. The Company also highlighted financial, operational and corporate progress during the quarter and in recent weeks.

During the third quarter, American Fusion strengthened its balance sheet and grew its intellectual property portfolio. It also invested in research and testing equipment and converted most of its accrued compensation obligations into long-term equity. After the quarter ended, the Company completed a leadership transition. It also raised additional capital as it prepares for the next phase of Texatron™ development and testing.

Third Quarter and Year-to-Date 2026 Financial Highlights

$1.55 million in financing year-to-date: Net cash provided by financing activities was $1,551,000 for the nine months ended September 30, 2026. This consisted of $1,071,000 from the Company’s fixed-price prepaid warrant facility and $480,000 from the sale of equity units to third-party investors at $0.05 to $0.07 per unit. Each unit included a warrant exercisable at $0.50 per share. Prepaid warrant funding in the third quarter alone totaled $446,000.

Total assets nearly doubled: Total assets increased to $372,313 at September 30, 2026, from $196,683 at June 30, 2026.

Liabilities reduced: Total liabilities declined approximately 21% to $1,473,333 at September 30, 2026, from $1,856,662 at June 30, 2026.

Stockholders’ deficit improved 34%: Total stockholders’ deficit improved to $(1,101,020) at September 30, 2026, from $(1,659,980) at June 30, 2026.

Patent portfolio expansion: Capitalized patent filing costs reached $166,992 for the nine months ended September 30, 2026, compared to $33,472 at June 30. This reflects a significant increase in new patent filings covering the Texatron™ platform.

Investment in testing infrastructure: The Company capitalized $44,169 of research and development testing equipment acquired for future projects.

Continued R&D investment: Research and development expense was $112,195 for the third quarter and $243,538 for the nine-month period.

Non-cash expense profile: Of the $1,399,778 in third quarter operating expenses, $764,752 (approximately 55%) was non-cash stock-based compensation, primarily for officer, director and advisory agreements.

Capital Structure and Governance

$986,958 of accrued compensation converted to equity: Effective September 30, 2026, twelve officers, directors, consultants and advisors agreed to exchange their rights to common stock compensation for newly designated Series C Convertible Preferred Stock. The exchange removed $986,958 of accrued compensation obligations and replaced them with equity. Series C shares generally cannot be converted into common stock until the later of full vesting and the earlier of (i) the 20th trading day after a national exchange listing or (ii) nine months after issuance. After that, conversions are spread over four quarters.

Share count held steady: Common shares outstanding were 1,619,034,363 at September 30, 2026. That is unchanged from June 30 and approximately 45% below the 2,954,801,029 shares outstanding at December 31, 2025. The reduction follows the court-ordered cancellation of 1.683 billion legacy shares earlier in the year.

Board strengthened: John Gerdin joined the Board of Directors on August 11, 2026. He brings board governance, corporate finance and capital markets experience.

Texas DSHS registration: On July 17, 2026, the Company received Certificate of Registration No. R54726 from the Texas Department of State Health Services. The registration covers twelve registered Texatron™ Fusion Engine™ research model classes ranging from 500 kW to 1 GW, for research and development activities at its authorized testing location in Lubbock, Texas. It remains effective through February 28, 2034. The registration authorizes research and development activities only and does not constitute certification of the Company’s technology or commercial performance.

Recent Developments

Leadership transition: On October 26, 2026, Brent Nelson, Executive Chairman since March 1, 2026, was appointed Chief Executive Officer and continues as Chairman of the Board. Richard C. Hawkins, the former Chief Executive Officer, was appointed Chief Administrative Officer.

Additional capital: In late October 2026, the Company received aggregate net financing of approximately $687,000 for the acquisition of a property for testing.

Independent technology review: As announced November 9, 2026, an independent third-party reviewer conducted an on-site evaluation of the Texatron™ platform. The Company anticipates receiving the reviewer’s final report before the end of November 2026.

North Texas facilities: The Company expects to complete the acquisition of its planned North Texas Ranch Facility before November 26, 2026, subject to customary closing requirements. Its previously executed factory and office leases are expected to commence in November 2026.

Proposed Restructuring of Consulting Notes

American Fusion is developing a proposed exchange of certain existing consulting-related notes associated with Pinnacle Consulting Services Inc. and CMB Communications for a new class of Series D Convertible Preferred Stock.

The proposed exchange is intended to replace the applicable debt obligations with equity. Completion remains subject to reconciliation of the outstanding note balances and prior assignments, execution of definitive agreements, and receipt of required corporate approvals.

Management Commentary

“The third quarter was about building a stronger foundation,” said Brent Nelson, Chairman and CEO of American Fusion. “We meaningfully expanded our patent portfolio, invested in testing equipment and moved nearly $1 million of accrued compensation off our balance sheet and into long-term equity. That equity is aligned with the success of our shareholders. Our stockholders’ deficit improved by roughly a third in a single quarter.”

“With the independent technology review underway, our Texas registration in place and our North Texas facilities coming online, we are focused on disciplined execution and transparent reporting as we advance the Texatron™ program,” Nelson continued.

Summary Financial Information (Unaudited)

	Three Months Ended Sept. 30, 2026			Nine Months Ended Sept. 30, 2026
Revenue	$	—		$	58,000
Gross profit	$	—		$	8,000
Operating expenses	$	1,399,778		$	2,733,032
Of which, non-cash stock-based compensation	$	764,752		$	1,407,414
Research and development (included above)	$	112,195		$	243,538
Net loss	$	(1,436,076	)	$	(2,800,078	)
Net cash provided by financing activities		—		$	1,551,000

	Sept. 30, 2026			June 30, 2026
Cash and cash equivalents	$	70,633		$	79,341
Intangible assets, net	$	180,742		$	48,472
Total assets	$	372,313		$	196,683
Total liabilities	$	1,473,333		$	1,856,662
Total stockholders’ deficit	$	(1,101,020	)	$	(1,659,980	)
Common shares outstanding		1,619,034,363			1,619,034,363

About American Fusion Inc.
American Fusion Inc. (OTCQB: 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™ Fusion Engine™ aneutronic fusion platform, designed for modular, infrastructure-grade deployment across industrial, commercial, defense 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. These statements address the development, testing, validation and commercialization of the Texatron™ Fusion Engine™, the independent technology review and its timing, facility acquisitions and lease commencement, future financing and a potential national exchange listing, and the Company’s business plans. Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “target,” “will” and similar expressions identify forward-looking statements.

These statements reflect current expectations and involve substantial risks and uncertainties. These include scientific and engineering performance, independent validation, financing, regulatory approvals, customer acceptance and market conditions. The Company has a limited operating history and did not generate revenue in the third quarter of 2026. It has incurred recurring losses and had a working capital deficit of $1,325,931 at September 30, 2026. Its financial statements disclose substantial doubt about its ability to continue as a going concern. Management has identified a material weakness in internal control over financial reporting, and disclosure controls and procedures were not effective as of September 30, 2026. The Company’s convertible notes, warrants, Series C Preferred Stock and stock-based compensation arrangements may result in significant dilution to existing stockholders, including through variable-price conversion features. The Texatron™ platform has not demonstrated fusion ignition, net energy gain or commercial electrical generation. Actual results may differ materially from those anticipated, including due to risks described in the Company’s SEC filings, including its Registration Statement on Form 10 filed March 12, 2026. Readers should not place undue reliance on forward-looking statements. American Fusion undertakes no obligation to update them except as required by law.

Corporate Communications

833-872-2636 ext. 730

ir@americanfusionenergy.com
info@americanfusionenergy.com
americanfusionenergy.com  

FAQ

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What were American Fusion’s third-quarter 2026 financial results?

American Fusion reported zero revenue and a $1,436,076 net loss for the three months ended September 30, 2026. Operating expenses were $1,399,778, including $764,752 in non-cash stock-based compensation. Research and development expense, included in operating expenses, was $112,195.

How much financing did American Fusion raise in the first nine months of 2026?

Net cash provided by financing activities was $1,551,000 for the nine months ended September 30, 2026. This comprised $1,071,000 from the fixed-price prepaid warrant facility and $480,000 from equity-unit sales. Third-quarter prepaid warrant funding totaled $446,000.

When can American Fusion’s Series C preferred shares convert into common stock?

Series C shares generally cannot convert until the later of full vesting and the earlier of the 20th trading day after a national exchange listing or nine months after issuance. Conversions then spread over four quarters. Twelve officers, directors, consultants and advisors participated in the compensation exchange.

What conditions apply to American Fusion’s proposed consulting-note restructuring?

The proposed exchange requires reconciliation of outstanding note balances and prior assignments, definitive agreements and required corporate approvals. It concerns certain consulting-related notes associated with Pinnacle Consulting Services and CMB Communications, which would be exchanged for a new class of Series D Convertible Preferred Stock.