American Fusion Cleared FINRA and OTC Markets in Four Days. Its June Quarterly Report Shows $79,341 in Cash, 1.62 Billion Shares and a Going-Concern Warning.

by Imogen Farrow · August 25, 2026

Listings Reporter, The MicroCap Herald

American Fusion Inc. (OTC: AMFN) said its common stock began trading on the OTCQB Venture Market on Friday, Aug. 21, capping a sequence of two regulatory clearances the company announced over four trading days. The company's most recent quarterly report, for the period ended June 30, 2026, shows $79,341 in cash, a stockholders' deficit and a going-concern warning.

The sequence began with a Form 211. In an Aug. 18 release, American Fusion said FINRA had cleared a Form 211 filed by Alpine Securities Corporation under SEC Rule 15c2-11, permitting Alpine to establish proprietary priced quotations in the stock. Three days later, in an Aug. 21 release, the company said OTC Markets Group had approved it for the OTCQB Venture Market under the ticker AMFN, with trading on that tier commencing the same day.

Executive Chairman Brent Nelson said in the Aug. 18 release that "Our 211 clearance is the milestone shareholders have been asking about for months," and described the process as work that "was genuinely out of our hands." Chief Legal Officer Michael G. Smith said in the same release that "The Rule 15c2-11 process required a substantial review of information supporting Alpine's Form 211 submission and multiple rounds of questions." In the Aug. 21 release, Nelson said that "OTCQB is much more meaningful to us than simply changing the designation next to our ticker symbol."

OTCQB is a tier of the over-the-counter market operated by OTC Markets Group. It is not a national securities exchange, admission to it is not an uplisting, and it does not involve the listing standards a company must satisfy to trade on Nasdaq or the New York Stock Exchange. The Aug. 21 release says the company regards OTCQB as an intermediate step, that it has engaged Lucosky Brookman LLP as securities counsel to prepare a new SEC registration statement and conduct due diligence for a planned national exchange listing application, and that it intends to evaluate the Texas Stock Exchange and the Nasdaq Capital Market. Neither release named a chosen venue or gave a timeline, and the Aug. 18 release stated that a national exchange listing "requires satisfaction of separate financial, governance, distribution, share-price and other listing standards, remains subject to applicable regulatory and exchange review and approval, and is not assured." American Fusion states it is an SEC-reporting issuer following the effectiveness of a Form 10 registration statement.

The company describes its product as the Texatron Fusion Engine, an aneutronic fusion platform designed for modular deployment in industrial, commercial, defense and grid-constrained applications. Neither the Aug. 18 nor the Aug. 21 release disclosed test results, third-party technical validation, a prototype milestone schedule or a commercial deployment date, and neither release disclosed any financial figures or share counts.

The quarterly report does. For the three months ended June 30, 2026, American Fusion reported revenue of $58,000 and a net loss of $1,275,208. For the six months ended the same date, it reported the same $58,000 of revenue and a net loss of $1,944,958, meaning all revenue recognised in the half fell in the second quarter. The filing attributes that $58,000 to a single customer sale, leaving the period's entire revenue line dependent on one transaction. Those are GAAP figures; the filing does not present adjusted alternatives.

The balance sheet at June 30, 2026 shows cash and equivalents of $79,341, total assets of $196,683, total liabilities of $1,856,662 and a stockholders' deficit of $1,659,979. Accumulated deficit stood at $10,906,778.

The filing states the position plainly: "As of June 30, 2026, the Company has an accumulated deficit of approximately $10.9 million and has incurred recurring losses from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern." Management says the company will require substantial additional capital to fund research and development, prototype testing, intellectual property filings and preparation for commercial deployment, and points to the completion of the Kepler business merger and planned capital-raising activities, including a previously announced $50 million capital raise, as the resources it expects to fund operations. That target sits against $79,341 of cash on hand at the quarter end.

The share count is the other number that shapes any future exchange-listing application. The 10-Q cover reports 1,619,034,363 shares of common stock outstanding and 1,641,801,029 issued as of Aug. 7, 2026. The authorized ceiling is 1,800,000,000 shares. That ceiling was itself reduced from 3,000,000,000 by an amendment filed with the Texas Secretary of State, which the company announced on May 4, 2026 after approximately 1.683 billion shares were cancelled. In that same May announcement the company put shares issued and outstanding at approximately 1.316 billion. The outstanding count reported in August is higher than the count reported in May.

The overhang above that count is larger than the count itself. The 10-Q excludes 2,452,769,529 shares underlying potentially dilutive securities from its per-share calculation, a figure that exceeds both the 1,619,034,363 shares outstanding and the 1,800,000,000 authorized ceiling. The filing describes 4,500,000 units sold in May 2026, each carrying one share and one warrant exercisable at $0.50 a share for three years, and 943,000 prepaid warrants issued to Pinnacle Consulting at an exercise price of $0.05 a share with anti-dilution provisions.

The May release also disclosed financing terms. It said the company had received approximately $793,000 in institutional financing funded between Jan. 1 and May 1, 2026, against a total funding commitment described as up to $3,000,000, with warrants carrying an exercise price of $0.05 per share. Chief Executive Richard Hawkins said at the time that following the reduction in the outstanding share count, the company believed it appropriate to realign its authorized share structure.

Nasdaq's initial listing standards have tightened for companies of this profile. According to a summary published by Lucosky Brookman, the law firm American Fusion says it has engaged, amendments approved in April 2025 require minimum offering proceeds of $5 million for a company with at least $750,000 in audited net income in its most recent fiscal year or in two of the previous three, and $15 million for a company without that profitability, and count only newly issued shares toward the threshold, so that selling shareholders no longer count. American Fusion reported a net loss for both the quarter and the half ended June 30. The same summary describes a further package of proposals from September 2025, including a uniform $15 million minimum for every company and a rule allowing suspension of any company whose market capitalisation falls below $5 million for 10 consecutive trading days, which it says the SEC has not yet approved.

What the company has not announced matters as much as what it has. It has not said it has filed a listing application with Nasdaq, the Texas Stock Exchange or any other venue. It has not proposed a share consolidation or disclosed a ratio. It has not stated the structure, pricing or investor base for the $50 million raise. Shareholders hold a security with more than 1.6 billion shares outstanding, a potentially dilutive overhang larger than the authorized ceiling, warrants struck at five cents and at fifty cents, $79,341 of cash, a stockholders' deficit and a going-concern warning, against financing that has not been announced and an exchange review that has not been sought.