CHMX Amends Form 4: Series A Convertible; Series F Non-Convertible Preferred Issued

Rhea-AI Filing Summary

NEXT-ChemX Corporation reported amendments to insider transactions showing the company (listed as the reporting person) acquired preferred shares in two series. On 05/29/2024 the reporting person acquired 10,000 shares of Series A Preferred Stock for $0.001 per share (total reported consideration $10.00), leaving 10,000 Series A shares beneficially owned. Each Series A share carries 500 votes and is convertible into 250 shares of common stock at any time, with automatic conversion into common stock at that ratio if not converted by 5:00 P.M. Las Vegas time on January 1, 2026. On 09/23/2024 the reporting person acquired 10,000 shares of Series F Preferred Stock for $0.001 per share (10,000 shares beneficially owned). Each Series F share carries 1,000 votes and, per the filing, is not convertible. The Form is an amendment (4/A) with an amendment date of 10/02/2024 and includes a signature dated 10/01/2025 by Benton Wilcoxon.

Positive

• Clear disclosure of share counts, transaction dates, and prices for both Series A and Series F preferred issuances
• Series A conversion terms are explicitly stated, including the conversion ratio (250 common shares per Series A preferred) and the automatic conversion date

Negative

• Highly concentrated voting rights from Series A (500 votes/share) and Series F (1,000 votes/share) create asymmetric control implications
• Series F described as non-convertible, which may permanently separate voting power from common equity economics

Insights

Financial Analyst

TL;DR: Significant preferred issuances concentrate voting power and include a high conversion ratio for Series A that could materially increase common shares outstanding.

The filing documents two related-party preferred issuances totaling 20,000 preferred shares held by the reporting person. Series A carries substantial conversion rights (250 common shares per preferred) and strong voting power (500 votes per share), which implies potential meaningful dilution of common shares upon conversion and a large voting influence if converted or if votes remain with preferred holders. Series F carries even larger voting weight (1,000 votes per share) and is explicitly described as non-convertible in the provided text. These features are material to capital structure and governance because they affect vote distribution and potential future share count.

Corporate Governance Expert

TL;DR: The preferred share terms create concentrated voting control and different shareholder classes with asymmetric rights.

The disclosed terms show the Board (as reporting person) holds preferred classes with outsized voting rights relative to par value and common stock. Series A and Series F include 500 and 1,000 votes per share respectively, which establishes a dual-class-like governance structure among security holders. Series A is convertible into common stock at a fixed ratio with automatic conversion at a specified date, while Series F is stated as non-convertible. These distinctions are governance-relevant because they segregate economic ownership from voting control and create potential obstacles for common stockholder influence.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

NEXT-ChemX Corporation.

(Last) (First) (Middle)

1980 FESTIVAL PLAZA DRIVE,

SUITE 300

(Street)

LAS VEGAS NV 89135

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
NEXT-ChemX Corporation. [ CHMX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			BOARD OF DIRECTORS

3. Date of Earliest Transaction (Month/Day/Year)
09/23/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
10/02/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
PREFERRED STOCK SERIES A(1)	05/29/2024		A		10,000	A	$0.001	10,000	D
PREFERRED STOCK SERIES F(2)	09/23/2024		A		10,000	A	$0.001	10,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. A Subscription Agreement was issued to the Board of Directors to purchase 10,000 Series A Preferred Stock for $10,00. Each share of the Series A Preferred Stock is entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. Each Series A Preferred Share (par value $0.001) shall be convertible at any time from and after issuance into Two Hundred Fifty (250) shares of the Corporation's Common Stock (par value $0.001). In the event that any shares of the Series A Preferred Stock are not converted into the Corporation's Common Stock on or before 5:00 P.M., Las Vegas, Nevada time January 1, 2026 then each such outstanding shares of the Series A Preferred Stock shall be automatically converted into Two Hundred Fifty (250) shares of the Corporation's Common Stock (par value $0.001).

2. A Subscription Agreement was issued to the Board of Directors to purchase 10,000 Series F Preferred Stock for $10.00. Each share of the Series F Preferred Stock is entitled to One Thousand (1,000) votes on any matter on which any of the shareholders are required or permitted to vote. Each Series A Preferred Share (par value $0.001) shall not be convertible,

	/s/ Benton Wilcoxon	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What preferred shares did NEXT-ChemX (CHMX) acquire according to the Form 4/A?

The filing reports acquisition of 10,000 Series A Preferred Stock on 05/29/2024 and 10,000 Series F Preferred Stock on 09/23/2024.

What are the voting rights for the Series A and Series F preferred shares?

Each Series A Preferred share carries 500 votes and each Series F Preferred share carries 1,000 votes on matters submitted to shareholders.

Are the preferred shares convertible into common stock?

Series A Preferred is convertible into 250 shares of common stock per preferred share and will automatically convert on or before 5:00 P.M. Las Vegas time on January 1, 2026 if not converted earlier. The filing states Series F Preferred is not convertible.

What prices and amounts were reported for the transactions?

Both reported transactions list a price of $0.001 per share. The reported consideration for each 10,000-share subscription is shown as $10.00.

Who is listed as the reporting person and who signed the amendment?

The reporting person is listed as NEXT-ChemX Corporation. The Form is signed by Benton Wilcoxon with a signature date of 10/01/2025.