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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | PREFERRED STOCK SERIES A | 10,000 | $0.001 | $10.00 |
| Other | PREFERRED STOCK SERIES F | 10,000 | $0.001 | $10.00 |
| Exercise | COMMON STOCK | 16,217 | $1.00 | $16K |
| Exercise | COMMON STOCK | 41,256 | $1.00 | $41K |
| Other | COMMON STOCK | 1,311,445 | $0.00 | -- |
Footnotes (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. 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. 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.
