AMFN 10-K & 10-Q changes, risk factors and insider trading
American Fusion, Inc. · OTC · Electric Services · CIK 96664 · All filings on SEC.gov
At a glance
What changed in the latest 10-K
Comparison not available: Not available: fewer than two 10-K filings on EDGAR to compare..
What changed in the latest 10-Q
Risk Factors
There have been no material changes to the risk factors previously disclosed in our Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 12, 2026.
No wording changes found in this section.
Full comparison: every changed paragraph (0)
Management's Discussion & Analysis (MD&A)
New heading “Recent Development”
New heading “Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”
New heading “Operating Activities”
New heading “Investing Activities”
New heading “Financing Activities”
Largest changes
“Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025”see in full comparison
“On July 17, 2026, subsequent to the end of the fiscal quarter, the Company received Certificate of Registration No. R54726 from the Texas Department of State Health Services (“DSHS”), authorizing the Company to receive, possess, acquire, transfer and use registered industrial radiation machines for research and development activities at its authorized testing location in Lubbock, Texas, subject to the terms and conditions of the registration and applicable Texas radiation control regulations. The registration designates Dr. John E. …”see in full comparison
Full comparison: every changed paragraph (29)
The Company completed its reverse recapitalization
with Kepler Fusion Technologies Inc. on February 27, 2026. As a result of the transaction, Kepler Fusion became our wholly owned subsidiary,
and we have fully integrated its assets, technology, and operations. WeWhile arethe pre-commercialCompany andgenerated have nolimited revenue fromduring operations.the quarter, we
remain in the early stages of commercialization. Our activities
during the threesix months ended MarchJune 31,30, 2026 continued to focus on research
and development, prototype testing (including advancement
of the Version 9 prototype in Midland, Texas), intellectual property expansion,
and preparation for commercial deployment.
Recent Development
On July 17, 2026, subsequent to the end of the fiscal quarter, the Company received Certificate of Registration No. R54726 from the Texas Department of State Health Services (“DSHS”), authorizing the Company to receive, possess, acquire, transfer and use registered industrial radiation machines for research and development activities at its authorized testing location in Lubbock, Texas, subject to the terms and conditions of the registration and applicable Texas radiation control regulations. The registration designates Dr. John E. Brandenburg as the Company’s Radiation Safety Officer, remains effective through February 28, 2034, and covers twelve registered Texatron™ Fusion Engine™ research model classes ranging from 500 kW through 1 GW.
The Company believes receipt of the registration represents a significant operational milestone supporting the continued engineering, prototype testing, technical validation and research activities associated with its Texatron™ Fusion Engine™ development program. The registration authorizes research and development activities only and does not constitute certification of the Company’s technology or commercial performance. Following receipt of the registration, the Company commenced preparations for research testing activities at its authorized testing location.
Three Months Ended MarchJune 31,30, 2026 Compared to
to Three Months Ended MarchJune 31,30, 2025
The following table sets forth the unaudited results of our operations for the three months ended June 30:
Our sales totaled $58,000 for the three months ended June 30,2026 and $0 for the three months ended June 30, 2025. The increase is primarily related to a sale to a new customer. The cost related to this sale totaled $50,000, resulting in a gross margin of $8,000. Our cost of sales consists of the cost of materials and distribution expenses.
We reported a net loss of $632,583 for the three
months ended March 31, 2026, compared to a net loss of $100,000 for the three months ended March 31, 2025. The increase in net loss was
primarily attributable to increased professional fees and advertisement and marketing costs associated with operating as a public reporting
company as well as certain patent filing costs.
OperatingThe following table sets forth the operating expenses
for the three months ended
March 31,June 2026 consisted primarily of30:
The following table sets forth the stock-based compensation expense included in the above operating expenses for the three months ended June 30:
Consulting fees totaling $543,232, consist of advisory services agreements entered into for key management positions and which are primarily stock compensation based. Professional fees totaling $217,268 are comprised primarily of legal and accounting fees reflecting costs associated with the reverse recapitalization and additional public company filings. Corporate communications and marketing costs reflect increased activity related to investor relations, product awareness and trade shows. The increase in research and development costs relates to acceleration of engineering efforts towards development of the Company’s prototypes. Included in other operating expenses totaling $135,249, are public company expenses totaling $47,488, travel and entertainment expenses totaling $53,525 and costs related to various outside service providers.
Six Months Ended June 30, 2026 Compared to Six Months Ended June 30, 2025
The following table sets forth the unaudited results of our operations for the six months ended June 30:
Our sales totaled $58,000 for the six months ended June 30, 2026 and $0 for the six months ended June 30, 2025. The increase is primarily related to a sale to a new customer. The cost related to this sale totaled $50,000, resulting in a gross margin of $8,000. Our cost of sales consists of the cost of materials and distribution expenses.
The following table sets forth the operating expenses for the six months ended June 30:
The following table sets forth the stock-based compensation expense included in the above operating expenses for the six months ended June 30:
Consulting fees totaling $573,233 consist of advisory services agreements entered into for key management positions and which are primarily stock compensation based. Professional fees totaling $423,938 are comprised primarily of legal and accounting fees reflecting costs associated with the reverse recapitalization and additional public Company filings. Professional fees in the 2026 period include $170,150 related to stock-based compensation agreements with legal counsel. Corporate communications and marketing costs reflect increased activity related to investor relations, product awareness and trade shows. Corporate communications and marketing costs in the 2026 period include $246,800 related to stock-based compensation agreements with various third-party providers. The increase in research and development costs relates to acceleration of engineering efforts towards development of the Company’s prototype. Included in other operating expenses totaling $158,502 are public company expenses totaling $51,844, travel and entertainment expenses totaling $63,786 and costs related to various outside service providers.
General and administrative expenses, including
legal, accounting, compliance, and public-company costs Personnel and consulting expenses Patent filing costs There was no revenue during either period.
We expect operating expenses to increase in future
periods as we advance our technology development, expand our team, and prepare for commercial demonstration projects.
During the six months ended June 30, 2026 our cash and cash equivalents increased by $76,816 reflecting cash used in operating activities of $1,042,712 and cash used in investing activities of $48,472, offset by cash provided from financing activities of $1,168,000. At June 30, 2026, the Company had a working capital deficit of $1,708,451 and cash on hand of $79,341. During the six months ended June 30, 2025 there was no change in our cash and cash equivalents due to minimal operational and financing activity.
Operating Activities
Cash flows used in operating activities totaled $1,042,712 for the six months ended June 30, 2026 as compared to cash flows used of $0 or the six months ended June 30, 2025. Cash flows used in operating activities primarily reflect the net loss of $1,944,958 partially offset by stock-based compensation of $881,526.
Investing Activities
Cash flows used in investing activities of $48,472 reflect costs associated with the filing of new patents and website development. There were no investing activities in the 2025 period.
Financing Activities
Cash flows provided by financing activities increased as a result of prepaid warrant funding totaling $943,000 and the sale of equity units totaling $225,000. In May 2026, the Company entered in Securities Purchase Agreements with third party investors for the sale of equity units (“Units”). Each unit consists of one share of restricted common stock, $0.001 par value, and one warrant to purchase one share of common stock at an exercise price of $0.50 per share. There were no financing activities in the 2025 period. Historically, we have funded our operations through equity issuances and related-party loans. We continue to incur significant losses and negative cash flows from operations.
As of March 31, 2026, we had $99,594 in cash and
cash equivalents. Cash flows used in operations of $415,931 were offset by cash flows provided by financing activities of $513,000, Cash
flows provided by financing activities increased as a result of prepaid warrant funding. We have historically funded our operations primarily
through equity issuances and related-party loans. We continue to incur significant losses and negative cash flows from operations.
We expect to require substantial additional capital
to fund our research and development activities, prototype testing, intellectual property filings, and preparation for commercial deployment.
Management is actively pursuing financing opportunities, including the previously announced $50 million capital raise targeted for 2026.raise.
The Company’s consolidated financial statements
statements have been prepared assuming that the Company will continue as a going concern. As of MarchJune 31,30, 2026, the Company has an accumulated deficit
deficit of approximately $9.6$10.9 million and has incurred recurring losses from operations. These factors raise substantial doubt about the Company's
Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that
might result
from the outcome of this uncertainty. Management believes that the completion of the Kepler business merger and planned capital-raising
activities will provide the resources necessary to fund ongoing operations; however, no assurance can be given that these plans will be
successful.
AMFN insider buying and selling (Form 4)
Since 2026-04-11, insiders reported open-market purchases in 1 Form 4 filing (1 insider, 1 trade date, 842,775 shares, about $84.3K) and open-market sales in 0 filings. Net open-market shares: 842,775 (purchases minus sales); net value about $84.3K.Totals add up every open-market (code P and S) line in those filings, using the prices reported in the filings. Awards, option exercises, tax withholding and gifts are listed below but not counted.
| Trade date | Insider | Transaction | Shares | Price | Value |
|---|---|---|---|---|---|
| 2026-09-22 | Rossa Alexander William |
Open-market purchase | 842,775 | $0.10 | $84.3K |
Well-known investors holding AMFN (13F)
None of the 59 investors we track reported a position in their latest 13F.