SOUTHLAKE, Texas, May 20, 2026 (GLOBE NEWSWIRE) -- American Fusion Inc. (OTC: AMFN) (“American Fusion” or the “Company”), a company developing advanced fusion energy technologies, including its Texatron™ Fusion Engine™ platform, today filed its Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 with the U.S. Securities and Exchange Commission. This filing represents the Company’s first quarterly report reflecting the consolidated operations of American Fusion and Kepler Fusion Technologies following the closing of the previously announced reverse-merger share exchange on February 27, 2026.

First Quarter 2026 Financial Highlights

Selected financial information for the three months ended March 31, 2026, compared to the corresponding period in 2025 and balances at December 31, 2025 (audited), is summarized below. The following highlights are derived from, and should be read in conjunction with, the Company’s unaudited (reviewed) consolidated financial statements and Management’s Discussion and Analysis included in the Form 10-Q.

• Cash and cash equivalents of $99,594 at March 31, 2026, compared to $2,525 at December 31, 2025.
• Cash used in operating activities of $415,931 for the quarter, offset by $513,000 of cash provided by financing activities.
• Prepaid warrant facility funding of $513,000 during Q1 2026 under the Company’s Master Prepaid Common Stock Purchase Warrant Agreement, with approximately $793,000 funded to date under the facility and approximately $2,207,000 remaining available under the up-to-$3,000,000 commitment, subject to the applicable terms and conditions.
• Total operating expenses of $632,583 for Q1 2026, compared to $100,000 for Q1 2025. The increase was driven principally by professional fees, advertising and marketing expenses, patent activity, and other costs associated with operating as a public reporting company.
• Net loss of $669,750 for Q1 2026 compared to a net loss of $100,000 for Q1 2025.
• Total assets of $99,594 and total current liabilities of $1,209,664 at March 31, 2026.
• Accumulated deficit of approximately $9.6 million at March 31, 2026, compared to approximately $20.4 million at December 31, 2025. The reduction reflects the reverse-recapitalization accounting treatment associated with the Kepler transaction.
  

Understanding the Accounting Treatment of the Kepler Transaction

Following the closing of the Kepler transaction, the Company believes it is useful to provide shareholders with a plain-language explanation of the applicable accounting treatment reflected in the Form 10-Q.

Reverse Recapitalization, Not a Traditional Acquisition

Under U.S. generally accepted accounting principles (“GAAP”), the transaction was evaluated under ASC 805-40, Business Combinations – Reverse Acquisitions. Although American Fusion is the legal acquirer, Kepler was identified as the accounting acquirer for financial reporting purposes.

The Company further determined that the transaction is properly accounted for as a reverse recapitalization rather than as a business combination, principally because the individual who controlled Kepler immediately prior to closing continues to control the combined Company through ownership of the Special 2020 Series A Preferred Control Share and related equity interests. Because there was no accounting change in control of the operating business, acquisition accounting at fair value does not apply.

What This Means for the Balance Sheet

In a reverse recapitalization, the consolidated financial statements are presented as a continuation of the accounting acquirer’s historical financial statements. The legal acquirer’s identifiable assets and liabilities are added at historical carrying values as of closing.

Accordingly, no goodwill, no newly created intangible assets, and no fair-value step-up are recorded in connection with the transaction.

As a result, the Texatron™ Fusion Engine™ platform, Kepler’s patent portfolio, prototype assets, know-how, and other internally developed intellectual property, which were not previously capitalized under GAAP, are likewise not capitalized on the post-merger consolidated balance sheet. This is a technical accounting outcome dictated by the applicable reporting framework and transaction structure. It is not a statement by the Company, its auditors, or any third party regarding the underlying technology, intellectual property, or commercial potential of the business.

Distinction From Prior Illustrative Analysis

Certain draft analyses prepared earlier in 2026 evaluated hypothetical purchase accounting outcomes under a more traditional business combination framework. Following final GAAP analysis, the Company concluded that reverse-recapitalization treatment under ASC 805-40 is the appropriate accounting framework.

Accordingly, illustrative goodwill or fair-value adjustments contemplated in earlier draft modeling analyses are not reflected in the Company’s consolidated financial statements and should not be interpreted as valuation opinions, fairness opinions, or conclusions of value.

Management Perspective on Underlying Platform Value

The Company has previously engaged a third-party financial advisor to assist management in developing an internal project model for the Texatron™ Fusion Engine™ platform. That model was developed solely as a structured internal planning tool to help management evaluate potential development pathways, capital requirements, deployment assumptions, and long-term commercialization scenarios.

The Company believes it is important to clarify that these materials do not constitute a valuation opinion, fairness opinion, solvency opinion, investment recommendation, or independent conclusion regarding the value of the Company, its technology, or its intellectual property portfolio. The materials reflect the application of management assumptions within a financial modeling framework for internal planning purposes only, and should not be interpreted as a market valuation or a representation of future performance.

Like any early-stage advanced energy platform, the path from prototype development to commercial deployment involves significant technical, manufacturing, regulatory, financing, execution, and market uncertainties. Internal planning models necessarily incorporate assumptions regarding future milestones, development sequencing, capital availability, manufacturing readiness, regulatory engagement, and eventual customer adoption, many of which remain subject to substantial uncertainty and factors outside the Company’s control.

Management continues to believe that the long-term value of the Texatron™ Fusion Engine™ platform and the Company’s broader intellectual property portfolio will be demonstrated through measurable operational execution rather than accounting presentation. That includes continued advancement of the Version 9 prototype currently under development in Midland, Texas, expansion of the Company’s patent portfolio, regulatory progress, strategic partnerships, customer engagement, and future commercial milestones.

While the applicable accounting treatment reflected in the Company’s Form 10-Q does not result in capitalization of internally developed technology assets, management does not view balance-sheet presentation as the appropriate measure of the platform’s underlying strategic or commercial potential at this stage of development. Richard Hawkins, CEO of American Fusion, stated “This Form 10-Q is an important milestone because it is our first quarterly report reflecting the combined business following the Kepler transaction. The accounting treatment applied here is specific to the transaction structure and applicable GAAP framework. It should not be mistaken for a conclusion regarding the value, maturity, or commercial potential of the underlying technology. Our focus remains where it should be, advancing the Texatron platform, expanding our intellectual property portfolio, strengthening our capital structure, and executing against operational milestones.”

Capital Structure and Available Capital

Building on the Company’s first quarter financial results, American Fusion believes it is useful to provide shareholders with a consolidated view of key capital structure developments and currently identified capital resources.

Subsequent to quarter-end, the Company obtained an amended default judgment in the Superior Court of Washington, King County, rescinding certain legacy asset purchase agreements and declaring void ab initio the prior issuance of an aggregate 1,683,000,000 shares of common stock. Pursuant to the order, the Company’s transfer agent was authorized and directed to cancel such shares and correct the stock ledger accordingly.

Following the cancellation, the Company has previously disclosed that issued and outstanding common shares are expected to be approximately 1,316,801,029 shares, representing an approximate 56% reduction from the March 31, 2026 balance.

Effective May 1, 2026, the Company also reduced its authorized common stock from 3,000,000,000 shares to 1,800,000,000 shares pursuant to a Certificate of Amendment filed with the Texas Secretary of State.

The Company’s Special 2020 Series A Preferred Control Share remains issued and outstanding, carrying 60% voting power on stockholder matters.

The Company has also processed the issuance of 240,000,000 common shares associated with previously disclosed equity obligations arising from the Kepler transaction.

As of the date of this release, approximately $793,000 has been funded under the Company’s fixed-price prepaid warrant facility, leaving approximately $2,207,000 of potential remaining availability under the current commitment, subject to its terms and conditions.

The Company has also previously disclosed additional capital formation initiatives, including a proposed offering through Revere Securities and broader strategic financing initiatives intended to support platform development, diagnostics procurement, regulatory activities, and working capital.

Operational Update

During the quarter and subsequent period, the Company continued advancing several strategic initiatives, including:

• Continued development of the Version 9 Texatron™ Fusion Engine™ prototype in Midland, Texas;
• Expansion of the Company’s intellectual property portfolio;
• Advancement of public company reporting and SEC compliance initiatives;
• Delivery of all required supporting documentation to the Company’s sponsoring broker-dealer in support of its Rule 15c2-11 quotation process;
• Continued progression toward anticipated Form 10 effectiveness and full SEC reporting status;
• Re-engagement with OTC Markets regarding anticipated OTCQB qualification, for which the Company believes it satisfies applicable eligibility standards;
• Submission of required documentation in connection with its Frankfurt quotation initiative; and
• Continued evaluation of institutional and strategic financing opportunities.

Availability of the Form 10-Q

The Company’s full Quarterly Report on Form 10-Q for the period ended March 31, 2026, including consolidated financial statements, notes, and Management’s Discussion and Analysis, is available free of charge at www.sec.gov.

About American Fusion Inc.

American Fusion Inc. (OTC: AMFN) is an advanced energy platform company focused on the development and commercialization of next-generation fusion energy technologies. The Company is advancing the Texatron™ Fusion Engine™ aneutronic fusion platform, designed for modular, infrastructure-grade deployment across industrial, commercial, and grid-constrained applications.

The Company’s development strategy emphasizes system-level engineering, disciplined intellectual property protection, and scalable architectures intended to support long-term commercial operation, while maintaining a focus on capital discipline and transparent corporate governance.

For more information about American Fusion and its Texatron™ platform, please visit: americanfusionenergy.com

For a Company Overview please click here: American Fusion Overview

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, including statements regarding the Company’s plans, objectives, expectations, and intentions relating to technology development and commercialization, system integration and testing activities, patent filings, regulatory initiatives, financing activities, SEC registration and reporting matters, including the anticipated effectiveness of the Company’s Form 10 registration statement, quarterly review procedures, exchange uplisting initiatives, future business operations, and related matters.

Words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will,” and similar expressions are intended to identify forward-looking statements. These statements are based on current expectations and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied, including risks related to technology development, testing outcomes, intellectual property protection, regulatory approvals, financing availability, litigation matters, SEC reporting timelines, exchange requirements, market conditions, and other factors beyond the Company’s control.

This press release is provided for informational purposes only and does not constitute an offer to sell or a solicitation of an offer to buy any securities. The Company undertakes no obligation to update forward-looking statements except as required by law.

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Source: American Fusion Inc.