Next-ChemX (OTC: CHMX) sells Series B preferred shares, converting $400K of debt
Rhea-AI Filing Summary
Next-ChemX Corporation created a new class of Series "B" Preferred Stock and issued 80,000 shares to its two main accredited investors, Ann Mollicone and Arastou Mahjoory, under Subscription Agreements dated June 22, 2026. The shares were purchased through cancellation of secured debt, reducing amounts owed to each investor by $200,000, for a total debt reduction of $400,000.
The investors amended existing Series "B" Preferred Convertible Promissory Notes, extending all affected note maturities up to and including December 31, 2026. Each Series "B" Preferred share is senior to common stock, is convertible into 500 common shares, and carries 500 votes, with no dividends. Mollicone and Mahjoory each hold 40,000 Series "B" shares, together controlling 40,000,000 votes, or approximately 58% of the company’s outstanding voting equity. As context, unrestricted common shares outstanding total 28,546,835, and Series "B" Preferred shares outstanding total 80,000.
Positive
- $400,000 of secured debt was converted into equity held by two investors, reducing recorded debt obligations and extending related note maturities to December 31, 2026.
Negative
- None.
Filing Explained
At June 30, 2025, cash and equivalents equaled six days of the last reported operating cash use.
The company reports that holders extended all of the Series “B” Preferred Convertible Promissory Notes through and including
The filing also reports that the company was in default and would again shortly be in default on ten Series F notes with
At
Sources and calculations
- July 17, 2026 Form 8-K (2026-07-17)
- Latest supplied quarterly fundamentals (2025-06-30)
- Cash and equivalents vs quarterly operating cash outflow, in days of cash use $22,041 / ($328,571 / 90) = [object Object]
8-K Event Classification
Key Figures
Key Terms
Subscription Agreements financial
Certificate of Designation regulatory
convertible notes financial
preferred stock financial
Articles of Incorporation regulatory
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What capital transaction did Next-ChemX (CHMX) complete with its main investors?
How does the new Series "B" Preferred Stock affect control of Next-ChemX (CHMX)?
What are the conversion and voting rights of CHMX Series "B" Preferred Stock?
How much debt is Next-ChemX (CHMX) in default on before this transaction?
What changes were made to Next-ChemX (CHMX) convertible notes’ maturities?
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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This Current Report on Form 8-K or this Report contains forward-looking statements. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding the plans and objectives of management for future operations.
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| Item 1.01 | Entry Into Material Definitive Agreement |
On Jun 22, 2026, the Company entered into Subscription Agreements with the company’s two main accredited investors. The investors purchased a total of 80,000 newly authorized Series “B” Preferred Shares through the cancellation of secured debt.
The Company was in default and will again shortly be in default with respect to ten (10) “Series F” convertible notes with a total principal value of $840,000 (the “Principal Amount Owed in the Series F Notes”). The Company is also in default with respect to seven Promissory Notes with a total principal remaining balance of $770,000 (the “Principal Amount Owed on the Seven Investor Notes”).
The two accredited investors entered into Subscription Agreements to purchase the new Series “B” Preferred Shares authorized by the Company’s Board of Directors on or about July 19, 2026. This resulted in a decrease of $200,000 of debt owed to Ann Mollicone (“Mollicone”) and a decrease of $200,000 of debt owed to Arastou Mahjoory (“Mahjoory”), for a total reduction in corporate debt on the balance sheet of $400,000.
The investors also agreed to and did amend debt and interest payments memorialized in the Series “B” Preferred Convertible Promissory Notes (the “Convertible Notes”), most of which were in default. Others have their maturity date arriving within the next few months. All these Convertible Notes, which were in default and were soon to be in default in accordance with their original due dates, were extended by the Note Holders up to and including December 31, 2026.
| Item 3.02 | Unregistered Sales of Equity Securities. |
As disclosed in Item 1.01, the Company, pursuant to a unanimous election by its Board of Directors, in a special meeting held on Friday, July 17, 2026, by telephonic means, as permitted by Nevada Revised Statutes (“NRS”) Section 78.315(3) and adopted through a signed written consent, as provided in NRS Section 78.315(2), which actions were memorialized in a Resolution, dated July 16, 2026, which resolution was reviewed, debated, and unanimously passed by the Board of Directors (the “BOD”). Said BOD Resolution (a copy of which is annexed hereto as Exhibit “A”) elected to create a new class of stock, pursuant to Article 4, Section 1(A) of the company’s Amended and Restated Articles of Incorporation.
This new classification of securities involves the newly authorized issuance of 80,000 shares of preferred stock in a class identified as Class “B” Preferred Stock. This newly issued stock includes 40,000 fully assessable Class “B” Preferred Stock, issued in the name of Ms. Mollicone, a private accredited investor, and an additional 40,000 assessable Class “B” Preferred Stock issued to Mr. Mahjoory, also a private accredited investor.
| Item 3.03 | Material Modification to Rights of Security Holders. |
Item 3.02 is fully incorporated into the present Item 3.03 disclosure. No other preferred stock has been issued by the Company, and none is anticipated to be issued by management or the BOD at this time. The Board filed a “Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “B” Preferred Stock of Next-ChemX Corporation” (the “Certificate of Designation”) certifying the rights and benefits of the newly issued Class “B” Preferred Stock, as defined by the Board. The Company received a stamped copy of the Certificate, Amendment or Withdrawal of Designation from the Secretary of State of Nevada dated June 29, 2026, which amendment of the Articles of Incorporation were submitted as the result of a previous informal agreement of the BOD regarding the issuances of said Series “B” shares.
Class B Preferred Stock
Each share of Class ‘B” Preferred Stock ranks senior to all Common Stock and any other class of securities that is specifically designated as junior to the Class “B” Preferred Stock. Each Share of Class “B” Preferred Stock shall be convertible at any time by the holder thereof into Five Hundred (500) shares of Common Stock. Each Share of Class “B” Preferred Stock shall be entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends shall be paid on any Series “B” Preferred Stock.
| Item 5.01 | Change of Control of Registrant |
On June 22, 2026, Arastou Mahjoory and Ann Mollicone, each an accredited investor, entered into “Series B” Preferred Subscription Agreements for the purchase of 40,000 shares each of the newly authorized “Series B” Preferred Stock.
As a result of the purchase of 80,000 shares of the “Series B” Preferred Stock (a) Arastou Mahjoory and Ann Mollicone each holds 50% of the issued and outstanding shares of “Series B” Preferred Stock of the Company. This holding of securities in the Company gives Mahjoory and Mallicone joint control with respect to the election of the Company’s board of directors, all matters upon which shareholder approval is required and, ultimately, the objectives and actions of the Company and the timely execution of these objectives and actions. The purchase of the Series “B” Preferred Shares provides Mahjoory and Mollicone a total of 40,000,000 votes, resulting in approximately 58% control of the outstanding equity in the Company. The total outstanding number of unrestricted common shares is 28,546,835. The total shares outstanding of “Series B” Preferred Stock is 80,000.
| Item 9.01 | Financial Statement and Exhibits. |
(d) Exhibits.
The following documents are filed herewith:
| Exhibit No. | Description | |
| Exhibit 4.1 | Certificate of Designation, Number, Powers, Preferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other Distinguishing Characteristics Of Series “B” Preferred Stock Of Next-ChemX Corporation | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: July 22, 2026 | By: | /s/ John Michael Johnson |
| Name: | John Michael Johnson | |
| Title: | President |