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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): August 12, 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. |
On August 10, 2026, American Fusion, Inc., a Texas corporation
(the “Company”), entered into a Consulting Services Agreement (the “Consulting Agreement”) with JRMS Consulting
LLC, a Texas limited liability company (“JRMS”). John Gerdin serves as the Manager of JRMS and is the designated individual
through whom JRMS provides services under the Consulting Agreement (the “Designated Director”).
Under the Consulting Agreement, JRMS will provide board governance,
strategic advisory, corporate finance, business development, and capital markets consulting services to the Company, and will cause Mr.
Gerdin to make himself available to serve as a member of the Company’s Board of Directors (the “Board”), subject to
his valid appointment or election in accordance with applicable law and the Company’s governing documents. JRMS serves as an independent
contractor and not as an employee of the Company. The Consulting Agreement provides that nothing therein limits or modifies the Designated
Director’s fiduciary duties to the Company and its stockholders.
The Consulting Agreement expressly provides that neither JRMS
nor the Designated Director is required or authorized to engage in any activity that would require registration as a broker, dealer, investment
adviser, or other regulated securities professional, and that JRMS is not entitled to any commission, success fee, or other compensation
based upon the amount or completion of any financing or securities transaction.
Compensation. As consideration for the services to be
rendered under the Consulting Agreement, the Company agreed to provide JRMS with the following:
Cash retainer. A cash retainer of $2,000 per month,
payable in accordance with the Company’s normal payroll or accounts payable practices. The Consulting Agreement provides that this
retainer is intended to compensate JRMS for Board service, committee participation, meeting attendance, preparation, and related governance
responsibilities.
Contingent equity purchase right. A contingent right
to acquire shares of the Company’s common stock (the “Right”). The Right vests, and shares become issuable, only upon
satisfaction of both of the following conditions: (i) the Company completes a Restructuring Event, and (ii) JRMS remains continuously
engaged under the Consulting Agreement through the date the first condition is satisfied (such date, the “Vesting Date”).
A “Restructuring Event” is defined as any reverse stock split, forward stock split, recapitalization, reclassification of
shares, exchange of outstanding equity securities, or other transaction or series of related transactions that materially alters the Company’s
outstanding capitalization or per-share trading price. If either condition is not satisfied, the Right is forfeited in its entirety without
consideration.
Upon vesting, the number of shares issuable will be determined
by dividing $240,000 by the closing price of the Company’s common stock on the first trading day following the Vesting Date (the
“Initial Valuation Price”). Such shares are to be issued within ten business days following the Vesting Date pursuant to a
duly authorized Board resolution, at a purchase price of $0.001 per share, payable in cash or, at the Company’s election, by offset
against amounts otherwise payable under the Consulting Agreement.
On the one-year anniversary of the Vesting Date, the Company
will determine the lowest closing price of its common stock during the ten trading days immediately preceding that anniversary (the “Anniversary
Price”). If the Anniversary Price is less than the Initial Valuation Price, the Company will issue to JRMS such additional number
of shares as are necessary so that the aggregate value of all shares issued under the Consulting Agreement, calculated using the Anniversary
Price, equals $240,000. This adjustment operates automatically as a minimum value backstop, and no reduction, clawback, or forfeiture
applies if the trading price of the common stock increases following the Vesting Date. Accordingly, the number of shares ultimately issuable
under the Right is not determinable as of the date of this Current Report, and a decline in the trading price of the Company’s common
stock between the Vesting Date and the one-year anniversary thereof would increase the number of shares issuable to JRMS and result in
additional dilution to existing stockholders.
Prior to issuance, the Right is nontransferable. Shares issued
under the Consulting Agreement carry piggyback registration rights in the Company’s next registration statement on Form S-1 or Form
1-A, or any other form on which shares owned by or to be issued to officers or directors are included, subject to customary underwriter
limitations. All shares issuable under the Consulting Agreement are to be issued to JRMS unless otherwise mutually agreed in writing.
Term and termination. The Consulting Agreement has an
initial term of twelve months and automatically renews for successive six-month periods, or longer upon mutual agreement, unless either
party provides written notice of termination at least 30 days prior to the end of the initial or any successive term. Either party may
terminate for Cause upon 30 days’ written notice. “Cause” is defined as JRMS, or any officer, director, or control person
of the Company, being indicted, arrested, or convicted by any U.S. state or federal court, or being censured, barred, or otherwise formally
disciplined by the Securities and Exchange Commission, FINRA, or any state securities commissioner, in each case subsequent to execution
of the Consulting Agreement. If terminated for Cause prior to the six-month anniversary, JRMS retains a prorated portion of compensation
for services rendered through termination; if terminated for Cause after the six-month anniversary, JRMS retains the entire compensation.
Indemnification and insurance. The Company agreed to
indemnify JRMS to the fullest extent permitted by applicable law for losses arising out of its service to the Company in any capacity
contemplated by the Consulting Agreement, including service as a director, except to the extent finally determined by a court of competent
jurisdiction to have resulted from gross negligence or willful misconduct. The Company also agreed to advance expenses in connection with
covered proceedings upon receipt of an undertaking to repay if indemnification is ultimately unavailable, and to use commercially reasonable
efforts to obtain and maintain directors’ and officers’ liability insurance covering JRMS as soon as commercially practicable
following the effective date, on terms no less favorable than those provided to similarly situated officers of the Company. These indemnification
and advancement rights survive termination of the Consulting Agreement.
The Right, and any shares of the Company’s common stock
issuable upon vesting of the Right, were and will be offered, sold and issued to JRMS in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and/or Regulation D promulgated
thereunder. JRMS acquired the securities for investment only and not with a view to, or for sale in connection with, any distribution
thereof. Mr. Gerdin, the Manager of JRMS, is an accredited investor as defined in Rule 501 of Regulation D promulgated under the Securities
Act.
The foregoing information is a summary of each of the agreements
involved in the transactions described above, is not complete, and is qualified in its entirety by reference to the full text of those
agreements, each of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review those agreements for a
complete understanding of the terms and conditions associated with this transaction. The Consulting Agreement is governed by Texas law.
The foregoing description of the Consulting 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 Consulting Agreement, which is filed as Exhibit 10.1 to this Current Report
on Form 8-K.
| |
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Election of Directors.
On August 11, 2026, the Board appointed John Gerdin as a member
of the Board, effective as of that date, to serve until the next annual meeting of stockholders and until his successor is duly elected
and qualified, or until his earlier resignation or removal. Mr. Gerdin will also serve as a Strategic Advisor to the Company.
The Board has determined that Mr. Gerdin qualifies as an independent
director under the standards the Company has adopted for Board service.
As of the date of this Current Report, Mr. Gerdin has not been
appointed to any committee of the Board. The Board expects to determine committee assignments at a later date.
Mr. Gerdin has nearly three decades of experience in international
finance, financial structuring, and cross-border advisory work spanning Europe, Asia, and North America. He has served as Head of International
Business and Growth at Recon Group AI since 2023 and served as a Senior Consultant to Kepler Aerospace from 2015 to 2025. He has also
served as a Portfolio Advisor with Belmont Equity, First Swiss, and Strategic Capital Partners, each based in Zurich, Switzerland. Mr.
Gerdin’s advisory work has centered on the technology and mining sectors, including the evaluation of technology companies at the
research and development stage. Mr. Gerdin serves as the Manager of JRMS Consulting LLC.
Mr. Gerdin was appointed to the Board pursuant to the Consulting
Agreement described in Item 1.01 of this Current Report, which provides that JRMS will cause Mr. Gerdin to make himself available to serve
as a member of the Board. Other than the Consulting Agreement, there is no arrangement or understanding between Mr. Gerdin and any other
person pursuant to which he was appointed as a director.
There are no family relationships between Mr. Gerdin and any
director or executive officer of the Company.
Related person transaction. The Consulting Agreement
is a transaction in which a related person has a direct or indirect material interest and is required to be disclosed pursuant to Item
404(a) of Regulation S-K. Mr. Gerdin is the Manager of JRMS, the counterparty to the Consulting Agreement, and all compensation payable
under the Consulting Agreement is payable to JRMS. The material terms of the Consulting Agreement, including the compensation payable
thereunder, are described under Item 1.01 of this Current Report and incorporated herein by reference. Other than the Consulting Agreement,
there are no transactions between the Company and Mr. Gerdin, or any member of his immediate family, that are required to be disclosed
pursuant to Item 404(a) of Regulation S-K.
The information set forth under Item 5.02 of this Current
Report describing the compensatory arrangements applicable to Mr. Gerdin’s Board service is incorporated herein by reference.
| |
Item 7.01 |
Regulation FD Disclosure. |
On August 10, 2026, the Company issued a press release announcing
the appointment of Mr. Gerdin to the Board of Directors as an independent director and Strategic Advisor.
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 7.01, 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 |
| |
|
| 10.1 |
Consulting Services Agreement, dated August 11, 2026, between American Fusion, Inc. and JRMS Consulting LLC |
| |
|
| 99.1 |
Press Release, August 10, 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: August 12, 2026 |
AMERICAN FUSION, INC. |
| |
|
|
| |
By: |
/s/ Richard C. Hawkins |
| |
|
Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
American Fusion Inc. (OTC: AMFN) Appoints John Gerdin to Board
of Directors as Independent Director and Strategic Advisor
Veteran International
Finance and Capital Markets Executive Brings Nearly Three Decades of Cross-Border Advisory and Public Markets Experience
SOUTHLAKE, Texas, Aug. 10, 2026 (GLOBE NEWSWIRE) -- American
Fusion Inc. (OTC: AMFN) ("American Fusion" or the "Company"), developer of the proprietary Texatron™ Fusion
Engine™, announced today that John Gerdin has been appointed to the Company’s Board of Directors as an Independent Director
and will additionally serve as a Strategic Advisor. In his advisory capacity, Mr. Gerdin is expected to provide guidance on corporate
finance, international capital markets, strategic partnerships, and long-term corporate development as the Company continues advancing
the Texatron™ Fusion Engine™ program.
Mr. Gerdin brings approximately nearly three decades of experience
in international finance, financial structuring, and cross-border advisory work spanning Europe, Asia, and North America. Over the course
of his career he has worked with emerging growth companies, institutional investors, family offices, and private banking clients, and
has advised on capital formation and financial structuring matters for private companies.
Mr. Gerdin’s advisory work has centered on the technology
and mining sectors, including the evaluation of technology companies at the research and development stage across European, Asian, and
North American markets. American Fusion believes this experience assessing early-stage technology platforms is relevant to the Company’s
position as it advances the Texatron™ Fusion Engine™ through its engineering and testing program.
Mr. Gerdin’s more recent professional roles include serving
as Head of International Business and Growth at Recon Group AI since 2023 and as a Senior Consultant to Kepler Aerospace, an aerospace
and defense technology company, from 2015 to 2025. He has also served as a Portfolio Advisor with Belmont Equity, First Swiss, and Strategic
Capital Partners, each based in Zurich, Switzerland. In addition, Mr. Gerdin has assisted clients in establishing private banking relationships
through financial institutions in Switzerland and Liechtenstein, providing wealth advisory and international financial structuring services.
Additional professional background on Mr. Gerdin is available at: https://www.linkedin.com/in/john-gerdin-4881b5164/
As an Independent Director, Mr. Gerdin is expected to contribute
to Board oversight in the areas of corporate governance, corporate finance, capital formation, and long-term business strategy. The Board
has reviewed Mr. Gerdin’s outside affiliations and has determined that he meets the criteria for independence under the standards
the Company has adopted for Board service. American Fusion believes his appointment adds financial and capital markets depth to the Board
as the Company continues to build the corporate infrastructure intended to support the future commercialization of the Texatron™
platform.
The Company is concurrently working to expand its capabilities
in institutional investor relations, international strategic partnerships, corporate finance, capital markets planning, corporate governance,
and global business development as its engineering and testing programs advance. American Fusion believes Mr. Gerdin’s international
financial experience and relationships throughout Europe, Asia, and North America may assist the Company in broadening its engagement
with prospective investors and strategic partners.
The Company also believes the long-term addressable market for
distributed, behind-the-meter clean electricity extends well beyond the United States, with potential future demand from artificial intelligence
data centers, hospitals, industrial manufacturers, defense installations, mining operations, utilities, water infrastructure, and other
critical national infrastructure. The Texatron™ Fusion Engine™ remains in development, is not commercially available, and
no assurance can be given that the Company will achieve commercialization or address any of these markets.
Brent Nelson, Executive Chairman of American Fusion, commented:
“We are pleased to welcome John Gerdin to American Fusion as an Independent Director and Strategic Advisor. His experience across
international finance, financial structuring, cross-border advisory work, and the evaluation of early-stage technology companies makes
him a strong addition to our Board and to our advisory team.”
Nelson continued: “As we continue strengthening American
Fusion’s corporate foundation, including our stated objective of progressing to the OTCQB Market and our longer-term objective of
qualifying for a national or regional exchange listing, John’s international experience should be a valuable resource. Any such
transition remains subject to satisfying applicable listing standards, regulatory requirements, and market conditions, and no assurance
can be given that the Company will qualify for or complete any uplisting.”
John Gerdin stated: “American Fusion represents one of
the most compelling advanced-energy opportunities I have encountered during my career. The combination of breakthrough engineering, disciplined
intellectual property development, strong corporate leadership, and an ambitious long-term commercialization strategy creates a unique
platform for growth. I am honored to join the Board of Directors and serve as a Strategic Advisor, and I look forward to helping the Company
build relationships with investors and strategic partners throughout Europe, Asia, and North America as American Fusion continues executing
its vision.”
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™
Fusion Engine™ aneutronic fusion platform, designed for modular, infrastructure-grade deployment across industrial, commercial,
defense and grid-constrained applications. The Texatron™ Fusion Engine™ is designed to utilize two non-radioactive fuels in
an aneutronic fusion process. American Fusion incorporates radiation detection and diagnostic instrumentation throughout its engineering
and testing program and, to date, no measurable radiation has been detected during the Company’s testing activities.
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 relating to technology development and commercialization,
system integration and testing activities, patent filings, regulatory initiatives, financing activities, SEC registration and reporting
matters, exchange uplisting initiatives, future business operations, and related matters.
Words such as “anticipate,” “believe,”
“expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,”
and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions
and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks
related to technology development, testing outcomes, intellectual property protection, regulatory approvals, financing availability, litigation
matters, SEC reporting timelines, exchange requirements, market conditions, and other factors beyond the Company’s control.
This press 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
info@americanfusionenergy.com
americanfusionenergy.com
###
