CHMX Form 4: Two Preferred Subscription Agreements Terminated; Zero Beneficial Ownership

Rhea-AI Filing Summary

NEXT-ChemX Corporation (CHMX) reported a Form 4 from a director showing termination of two unsigned subscription agreements dated 06/30/2025. The filing states a Subscription Agreement to purchase 10,000 shares of Series A Preferred Stock at $0.001 par (purchase price stated as $10,00 in the filing) and a separate Subscription Agreement to purchase 10,000 shares of Series F Preferred Stock for $10.00 were issued but never signed or executed and were terminated on 06/30/2025. The Form 4 records a disposition code "J" for both classes, with the reporting person showing 0 shares beneficially owned following the reported transactions. Series A Preferred would have carried 500 votes per share and convertible into 250 common shares per preferred if issued; Series F Preferred would have carried 1,000 votes per share and is not convertible, per the explanations in the filing.

Positive

• No new beneficial ownership recorded following termination of the subscription agreements, meaning no immediate dilution from these specific proposed issuances
• Clear disclosure of material terms for the proposed Series A and Series F preferred shares (voting and conversion mechanics) even though the agreements were not executed

Negative

• Proposed preferred issuances were terminated, indicating the intended subscription transactions did not complete
• Filing contains a typographical or formatting error in the stated purchase price for Series A (listed as "$10,00") which may require clarification

Insights

Corporate Governance Expert

TL;DR: Two unsigned subscription agreements were terminated; no new preferred ownership resulted and reported beneficial ownership is zero.

The filing documents that subscription agreements for 10,000 Series A and 10,000 Series F preferred shares were issued but never executed and were terminated on 06/30/2025, triggering disposition code "J." Material governance features are disclosed: Series A would have had 500 votes per share and convertibility into 250 common shares per preferred; Series F would have had 1,000 votes per share and is non-convertible. Because the agreements were not executed and were terminated, the reporting person holds zero beneficial shares following the events. This is a routine disclosure of canceled capitalization arrangements rather than an executed transfer of securities.

Securities Analyst

TL;DR: Termination of proposed preferred issuances means no dilution or change in voting power occurred from these agreements.

The Form 4 shows no completed purchases: transaction code "J" reflects termination of the subscription agreements dated 06/30/2025. The filing explicitly states resulting beneficial ownership is zero for both Series A and Series F preferred classes. The explanatory notes quantify potential voting and conversion terms had the Series A been issued and converted, but those terms did not become effective because the agreements were not executed. From a securities perspective, this filing documents an aborted financing or allocation rather than a material capital change.

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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)
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
PREFERRED STOCK SERIES A(1)	06/30/2025		J		10,000	D	$0.001	0	D
PREFERRED STOCK SERIES F(2)	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. 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 (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). The Subscription Agreement was never signed or executed and was terminated on June 30, 2025.

2. A Subscription Agreement was issued to the Board of Directors for the 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. The Subscription Agreement was never signed or executed and was terminated on June 30, 2025.

	/s/ Benton Wilcoxon	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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did the Form 4 filed for CHMX report on 06/30/2025?

The filing reports that two unsigned subscription agreements (10,000 Series A and 10,000 Series F preferred shares) dated 06/30/2025 were terminated and no shares were owned following the transactions.

Did the reporting person acquire Series A or Series F preferred shares in NEXT-ChemX?

No. The Form 4 states the Subscription Agreements were never signed or executed and were terminated on 06/30/2025, and the reporting person shows 0 shares beneficially owned after the events.

What were the stated voting and conversion terms for the proposed Series A preferred?

The filing states each Series A preferred would have had 500 votes and would be convertible into 250 common shares per preferred, with automatic conversion on or before January 1, 2026, if not converted earlier.

What voting rights were disclosed for Series F preferred in the filing?

The filing states each Series F preferred would have had 1,000 votes per share and that Series F preferred would not be convertible.

What does transaction code 'J' mean in this Form 4?

In this filing, transaction code 'J' is used to report the termination of previously announced transactions; the Form 4 shows both subscription agreements were terminated on 06/30/2025.