Auditor Resigns as American Fusion Restructures $2.88M of Insider Pay into Preferred Stock
Summary
American Fusion's auditor resigned and the company is restructuring $2.88M of insider compensation into convertible preferred stock with delayed conversion terms.
Updates
· Wiseek News — The company began transitioning auditors from JV CPA to MBP Global LLP, which has not yet accepted the engagement.
Key Events · Corporate Governance and Compliance · AMFN
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Auditor Resignation
JV CPA INC. resigned effective October 1, 2026, covering the Q3 2026 review and FY2026 audit. No disagreements or reportable events were cited, but the prior audit reports contained a going-concern explanatory paragraph.
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Successor Auditor Not Yet Engaged
MBP Global LLP is undergoing client acceptance procedures but has not formally accepted the engagement as of the filing date, leaving the company without an active independent auditor.
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Series C Preferred Stock Exchange
12 insiders exchanged $240,000 each of existing common-stock compensation rights (aggregate $2,880,000) for 24,000 shares each of Series C Convertible Preferred Stock (aggregate 288,000 shares).
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Conversion and Leak-Out Terms
Series C converts 1:1 into common stock, but conversions cannot begin until the later of full vesting and the earlier of 20 trading days after a national exchange listing or nine months after issuance. Thereafter, only 30% of each holder's entitlement may convert per quarter.
Analysis · AMFN · Energy & Transportation
JV CPA resigned effective October 1, 2026, leaving American Fusion without an auditor for its Q3 review and FY2026 audit. The company is still onboarding MBP Global, which has not yet accepted the engagement. Separately, the company exchanged $2.88 million of existing stock-based compensation owed to 12 insiders for 288,000 shares of newly created Series C Convertible Preferred Stock. The preferred shares convert 1:1 into common stock, but with a 4.99% ownership cap and a quarterly 30% leak-out schedule that delays conversion for at least nine months or until a national exchange listing. The auditor change is a governance red flag for a company already under a going-concern warning with only $79,341 in cash as of its last 10-Q.
How filings like this one have moved
In the 30 days to Oct 22, 2026, 36.8% of the 1026 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.78%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, AMFN was trading at $0.09 on OTC in the Energy & Transportation sector, with a market capitalization of approximately $143.9M. The 52-week trading range was $0.00 to $0.20. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.