Debt-for-equity deal issues 8.76M Ameriguard (AGSS) restricted shares

Rhea-AI Filing Summary

Ameriguard Security Services, Inc. entered into a debt-for-equity agreement with Lillian Flores, under which it issued shares of common stock to partially settle outstanding obligations. On April 15, 2026, the company authorized and issued 8,756,150 shares of common stock to Flores in consideration for the partial conversion of $2,456,991 of debt.

The issuance was an unregistered private transaction conducted under exemptions from the Securities Act, including Section 4(a)(2) and/or Rule 506 of Regulation D. The recipient is described as an accredited investor, no public solicitation was involved, and the shares are characterized as restricted securities subject to Rule 144.

Insights

Capital structure analyst

Ameriguard converts $2.46M of debt into equity via a private issuance.

Ameriguard Security Services, Inc. has exchanged $2,456,991 of outstanding debt for 8,756,150 newly issued common shares held by a single investor, Lillian Flores. This reduces recorded debt while increasing the equity base and shareholder count.

The transaction relies on private-offering exemptions under Section 4(a)(2) and Rule 506 of Regulation D, with the investor treated as accredited and no public solicitation. The new shares are restricted under Rule 144, so any resale is subject to holding periods and other conditions, which can influence when these shares might reach the public float.

8-K Event Classification

2 items: 1.01, 3.02

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Key Figures

Shares issued: 8,756,150 shares Debt converted: $2,456,991 Agreement date: March 10, 2026 +1 more

4 metrics

Shares issued 8,756,150 shares Common stock issued to Lillian Flores on April 15, 2026

Debt converted $2,456,991 Outstanding debt partially settled via share issuance

Agreement date March 10, 2026 Date Ameriguard entered into agreement with Lillian Flores

Issuance date April 15, 2026 Authorization and issuance of common shares

Key Terms

Material Definitive Agreement, Unregistered Sales of Equity Securities, Section 4(a)(2), Rule 506 of Regulation D, +2 more

6 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On March 10, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

Unregistered Sales of Equity Securities regulatory

"Item 3.02 Unregistered Sales of Equity Securities On April 15, 2026"

Section 4(a)(2) regulatory

"in reliance upon an exemption from registration under the Securities Act of 1933, including but not limited to Section 4(a)(2)"

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Rule 506 of Regulation D regulatory

"and/or Rule 506 of Regulation D, as applicable"

Rule 506 of Regulation D is a U.S. Securities and Exchange Commission exemption that lets companies sell securities privately without registering them with the SEC, similar to a private party invitation rather than a public auction. It matters to investors because it determines how much information they’ll receive, who can buy (accredited vs. non-accredited), whether public advertising is allowed, and how easily the investment can be resold — all factors that affect risk, transparency and liquidity.

accredited investor financial

"The recipient is an accredited investor (if applicable)"

An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.

Rule 144 regulatory

"The shares issued are restricted securities / free trading pursuant to Rule 144"

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

Understanding 8-K Material Events →

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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): April 15, 2026

Ameriguard Security Services, Inc.

(Exact name of registrant as specified in its charter)

Nevada		333-173039		99-0363866
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

5470 W Spruce Ave, #102 Fresno CA		93722
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (559) 271-2984

(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: 

Title of each class Trading Symbol(s) Name of each exchange on which registered

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

On March 10, 2026, the Company entered into an agreement with Lillian Flores (the “Holder”) pursuant to which the Company agreed to issue shares of its Common Stock in exchange for partial debt settlement.

Item 3.02 Unregistered Sales of Equity Securities

On April 15, 2026, the Company authorized the issuance of 8,756,150 shares of its Common Stock to Lillian Flores.

The shares were issued in consideration for partial conversion of $2,456,991 of outstanding debt.

The issuance was made in reliance upon an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), including but not limited to Section 4(a)(2) and/or Rule 506 of Regulation D, as applicable. The recipient is an accredited investor (if applicable), and the transaction did not involve any public solicitation.

The shares issued are restricted securities / free trading pursuant to Rule 144 , if applicable].

1

SIGNATURES

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

	Ameriguard Security Services, Inc.
	By:	/s/ Lawrence Garcia
		Lawrence Garcia
		President & CEO
Date: April 20, 2026

2

FAQ

What did Ameriguard Security Services (AGSS) announce in this 8-K?

Ameriguard Security Services announced a debt-for-equity transaction with investor Lillian Flores. It issued 8,756,150 common shares in exchange for the partial conversion of $2,456,991 of outstanding debt, under a privately negotiated agreement using Securities Act registration exemptions.

How many Ameriguard (AGSS) shares were issued and to whom?

Ameriguard issued 8,756,150 shares of its common stock to investor Lillian Flores. These shares were authorized and issued on April 15, 2026, as part of a debt conversion arrangement and are characterized as restricted securities that may be resold subject to Rule 144 conditions.

What amount of Ameriguard (AGSS) debt was converted into equity?

Ameriguard converted $2,456,991 of outstanding debt into equity through this transaction. In exchange for this partial debt settlement, the company issued 8,756,150 shares of common stock to Lillian Flores, altering its mix of liabilities and shareholders’ equity without a public offering process.

Was the Ameriguard (AGSS) share issuance registered with the SEC?

The new Ameriguard shares were not registered with the SEC. The company relied on exemptions from registration under the Securities Act, including Section 4(a)(2) and/or Rule 506 of Regulation D, conducting a private transaction with an accredited investor without public solicitation.

Are the newly issued Ameriguard (AGSS) shares freely tradable?

The newly issued Ameriguard shares are described as restricted securities. They are expected to be subject to Rule 144, meaning any resale generally requires meeting specific holding periods and other conditions before the shares can be sold into the public market.

When was the Ameriguard (AGSS) debt-for-equity agreement made effective?

Ameriguard entered into its agreement with Lillian Flores on March 10, 2026. The company later authorized and issued 8,756,150 common shares on April 15, 2026, in consideration for the partial conversion of $2,456,991 of existing debt under that agreement.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL SCHEMA FILE 3.0 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.9 KB