NEXT-ChemX (CHMX) Form 4 — Preferred Subscriptions Terminated, Ownership Litigation Noted

Rhea-AI Filing Summary

John Michael Johnson, listed as President, CFO and a Director of NEXT-ChemX Corporation (CHMX), reported changes in his beneficial ownership. The filing shows prior indirect ownership of 1,311,445 common shares reflecting a 5.5% stake in a private controlling shareholder that holds 23,844,448 CHMX shares and is subject to ongoing litigation over an earlier Form 3 claim by Sparkie Properties LLC. Johnson holds 57,473 shares directly following earlier small acquisitions priced at $1 per share. On June 30, 2025 two Subscription Agreements for 10,000 Series A and 10,000 Series F preferred shares (each $0.001 par) were recorded as disposed, with both subscription agreements never executed and terminated the same day. The Series A would have carried 500 votes and conversion into 250 common shares per preferred; Series F would have carried 1,000 votes and was non-convertible. The report is signed by Johnson on October 2, 2025.

Positive

• Termination of preferred subscriptions removes an immediate source of potential vote concentration or dilution that would have materially changed capital structure
• Reporting of indirect and direct holdings provides transparency on the reporting person's economic and voting interests

Negative

• Ongoing litigation over Sparkie Properties' claimed ownership creates uncertainty about the controlling shareholder and voting control
• Indirect control structure (5.5% interest in the private controlling shareholder that owns 23,844,448 CHMX shares) raises governance and control transparency concerns

Insights

Securities/Financial Analyst

TL;DR: Insider holds both direct and meaningful indirect stakes; terminated preferred subscriptions and pending ownership litigation create governance uncertainty.

The filing shows John Michael Johnson combining direct holdings (57,473 common shares) with substantial indirect exposure (1,311,445 common-equivalent shares) through a controlling shareholder, representing a non-trivial ownership interest in the issuer. The terminated subscription agreements for Series A and F preferred—each 10,000 shares—would have carried disproportionate voting power if executed, so their termination removes potential immediate dilution or vote concentration but also highlights prior attempts to alter capital structure. The ongoing dispute over the Sparkie Properties ownership claim introduces legal and governance uncertainty that could affect control or voting outcomes if adjudicated. Overall, these are governance- and control-related developments rather than operating or financial-performance signals.

Corporate Governance Expert

TL;DR: The filing raises governance questions: indirect control via a private entity and failed preferred issuances that would have concentrated voting power.

The indirect ownership tied to a private controlling shareholder (5.5% of that entity's share capital, with that entity holding 23,844,448 CHMX shares) is material from a governance perspective because it reflects potential control influence without direct public disclosure of all underlying arrangements. The canceled Subscription Agreements for Series A (500 votes per share, convertible into 250 common shares) and Series F (1,000 votes per share, non-convertible) suggest past efforts to create preferred instruments with substantial voting leverage. Termination of those agreements removes an immediate pathway to concentrated voting but the existence of litigation over claimed ownership by Sparkie Properties maintains uncertainty regarding who effectively controls the controlling shareholder and how votes will be cast in the future.

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^*

JOHNSON JOHN MICHAEL

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	PRESIDENT, CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

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

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
COMMON STOCK	04/27/2021		J		1,311,445	A	$0	1,311,445	I	see note(1)
COMMON STOCK	06/17/2022		M		41,256	A	$1	41,256	D
COMMON STOCK	11/12/2022		M		16,217	A	$1	57,473	D
PREFERRED STOCK SERIES A(2)	06/30/2025		J		10,000	D	$0.001	0	D
PREFERRED STOCK SERIES F(3)	06/30/2025		J		10,000	D	$0.001	0	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. The indirect beneficial ownership reflects an ownership interest of 5.5% of the share capital of a private corporation that is the controlling shareholder of NEXT-ChemX Corporation ("CHMX"), Nevada, the reporting issuer. The controlling shareholder owns a total of 23,844,448 shares in the reporting issuer. The reporting person is also an Officer and Director of the registered controlling shareholder. On September 5, 2024, Sparkie Properties LLC, a Delaware LLC ("Sparkie"), filed a Form 3 submittal. This filing alleged that Sparkie owned 15,866,096 shares of CHMX as beneficial owner. This representation is currently being litigated in the Texas Court of Appeals in Eastland, Texas. There is no final order adjudicating the ownership of the claimed securities.

2. A Subscription Agreement was issued to purchase 10,000 Series A Preferred Stock for $10,00. Each share of the Series A Preferred Stock is entitled to Five Hundred 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 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). The Subscription Agreement was never signed or executed and was terminated on June 30, 2025.

3. A Subscription Agreement was issued to purchase 10,000 Series F Preferred Stock for $10,00. Each share of the Series F Preferred Stock is entitled to One Thousand votes on any matter on which any of the shareholders are required or permitted to vote. Each Series F Preferred Share (par value $0.001) shall not be convertible, The Subscription Agreement was never signed or executed and was terminated on June 30, 2025.

	/s/ John Michael Johnson	10/02/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** 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

Who filed the Form 4 for CHMX and what are their roles?

The Form 4 was filed by John Michael Johnson, who is listed as President, CFO, and a Director of NEXT-ChemX Corporation (CHMX).

How many CHMX shares does John Michael Johnson beneficially own?

The filing reports 57,473 common shares owned directly and an indirect beneficial interest equivalent to 1,311,445 common shares through a private controlling shareholder.

What happened with the Series A and Series F preferred subscriptions?

Subscription Agreements for 10,000 Series A and 10,000 Series F preferred shares (par $0.001) were never signed or executed and were terminated on June 30, 2025.

What voting rights would the preferred shares have carried?

Each Series A preferred share would have carried 500 votes and converted into 250 common shares if not converted by January 1, 2026; each Series F preferred share would have carried 1,000 votes and was non-convertible.

Is there any legal dispute noted in the filing?

Yes. The filing states a prior Form 3 filed by Sparkie Properties LLC claiming ownership of 15,866,096 CHMX shares is being litigated in the Texas Court of Appeals and there is no final adjudication of those claimed securities.