SOUTHLAKE, Texas, April 27, 2026 (GLOBE NEWSWIRE) — American Fusion™ Inc. (OTC: AMFN) (“American Fusion” or the “Company”), an advanced energy platform company focused on fusion energy technologies, is please to announce that 1,683,000,000 shares of its common stock have been canceled and returned to treasury pursuant to a final court order, with the cancellation reflected in the records of the Company and its transfer agent. The Company expects the updated issued and outstanding share count, reflecting the cancellation, to be reported through the transfer agent’s regular end of day update process and reflected on OTC Markets later today following the transfer agent’s 5:00 p.m. EDT update cycle.
Following such update, the Company’s issued and outstanding common shares are expected to be approximately 1,316,801,029 shares, representing a reduction of approximately 56% in shares outstanding.
The cancellation represents a significant milestone in the Company’s ongoing efforts to strengthen its capitalization, support corporate governance initiatives, and enhance long term shareholder value.
“This is an important step in continuing to bring clarity and discipline to the Company’s capital structure,” said Richard Hawkins, CEO. “The cancellation materially reduces shares outstanding and removes a substantial overhang that has weighed on the Company and its shareholders. We appreciate the efforts of counsel, the Court, and our transfer agent in bringing this process to conclusion.”
The shares canceled pursuant to the order have been returned to treasury and are no longer issued and outstanding.
The Company also noted that it is evaluating additional capital structure initiatives, including a potential reduction in authorized shares, and welcomes shareholder feedback as part of that process. In connection with the previously announced Kepler transaction, the Company expects to issue 240,000,000 restricted affiliate shares as purchase consideration, as previously disclosed. Other than previously disclosed issuances associated with transaction consideration, possible settlement of existing debt obligations and executive compensation arrangements, the Company does not presently contemplate additional material equity actions prior to pursuing a national exchange listing.
As an intermediary step toward a national exchange listing, the Company is evaluating an application to uplist to the OTCQB market as early as mid May 2026. The Company believes it satisfies the current $0.05 minimum bid price standard under recently updated OTC Markets requirements, although any uplisting remains subject to satisfaction of all applicable qualitative and quantitative standards.
The Company is actively preparing to file its Form 10-Q for Q1 2026 with the SEC, which should reflect the value of the intellectual property contributed through the merger into AMFN completed on February 27, 2026. Management believes this filing will provide a more accurate representation of the Company’s intrinsic value than the 2025 annual report, which predated the merger, and, while still conservative relative to projected discounted cash flow estimates, will more closely align with valuation under ASC 805 purchase price accounting.
Management believes these developments support the Company’s broader strategic initiatives, including advancement of its fusion energy platform, corporate development efforts, and continued progress toward higher market standards.
For more information about Kepler Fusion Technologies and its Texatron™ platform, please visit: www.keplerfusion.com and americanfusionenergy.com
American Fusion™ Inc.
Administration Mailing Address:
401 N Carroll Ave., Ste. 192
Southlake, TX 76092
United States
