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UNITED STATES

SECURITIES AND EXCHANGE\nCOMMISSION

Washington, D.C.\n20549

FORM 8-K

CURRENT\nREPORT

Pursuant to Section\n13 or 15(d) of the Securities Exchange Act of 1934

Date of Report\n(Date of earliest event reported): October 30, 2026 (October\n26, 2026)

AMERICAN FUSION, INC.

(Exact name of registrant\nas specified in its charter)

\n \n \n \n \n \n \n \n \n \n \n \n \n

Texas		001-43193		22-1436279
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification Number)

\n \n \n \n \n \n \n \n \n \n \n \n \n

401 N. Carroll Ave., Ste. 192
Southlake, TX		76092
(Address of Principal Executive Offices)		(Zip Code)

(480) 788-7420

(Registrant’s\ntelephone number, including area code)

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form\n8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

\n \n \n \n \n \n \n \n \n \n \n \n \n

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR\n 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities\n registered pursuant to Section 12(b) of the Act: None

Indicate by check\nmark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this\nchapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging\ngrowth company ☐

If an emerging\ngrowth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any\nnew or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departure of Principal Executive Officer

On October 26, 2026, the Board of Directors (the “Board”)\nof American Fusion, Inc. (the “Company”) approved a change in executive leadership, effective immediately upon valid approval\nof the Board resolution. Richard C. Hawkins ceased serving as Chief Executive Officer and Corporate Secretary of the Company effective\nOctober 26, 2026. Mr. Hawkins was appointed Chief Administrative Officer (“CAO”), subject to his acceptance, and is expected\nto continue serving the Company in that capacity. His departure from the Chief Executive Officer position does not, by itself, constitute\na departure from any position as a director.

During his tenure, Mr. Hawkins served as Chief Executive Officer on a non-salaried\nbasis. He separately provided strategic corporate, financial and capital markets services to the Company on a non-exclusive basis under\na Consulting Services Agreement dated January 1, 2025 (the “Consulting Agreement”). The Consulting Agreement was filed as\nExhibit 10.4 to the Company’s Registration Statement on Form 10 filed with the Securities and Exchange Commission on March 12,\n2026, and is incorporated herein by reference. The Consulting Agreement remains in effect and is not being amended or terminated in connection\nwith the change in Mr. Hawkins’ title.

Appointment of Principal Executive Officer

On October 26, 2026, the Board appointed Brent Nelson, to succeed\nRichard C. Hawkins as Chief Executive Officer of the Company, effective immediately. Mr. Nelson, who has served as Executive Chairman\nof the Board since March 1, 2026, will continue to serve as Chairman of the Board. The Board also appointed Michael G. Smith, age 66,\nto succeed Richard C. Hawkins as the Corporate Secretary of the Company, effective immediately.

Mr. Nelson currently provides\nservices to the Company under a consulting services agreement dated March 1, 2026 (the “Nelson Consulting Agreement”), under\nwhich Mr. Nelson receives compensation of $15,000 per month. The Company may, in its sole and absolute discretion, award additional\ncompensation or bonuses from time to time in recognition of services rendered, milestones achieved, transactions completed, or other extraordinary\ncontributions. The term of the Nelson Consulting Agreement shall be for six months and automatically\nrenew for successive six-month periods unless either party provides written notice of non-renewal at least thirty days prior to the expiration\nof the then-current term. The foregoing description of the Nelson Consulting Agreement does not purport to be complete and is qualified\nin its entirety by reference to the full text of the Nelson Consulting Agreement, a copy of which is filed as Exhibit 10.1 to this Current\nReport on Form 8-K and is incorporated herein by reference.

The Nelson Consulting Agreement was not entered into or amended\nin connection with Mr. Nelson’s appointment as Chief Executive Officer and remains in effect. Other than the Nelson Consulting Agreement,\nas of the date of this Current Report on Form 8-K, the Company has not entered into any material plan, contract or arrangement with Mr.\nNelson, and no grant or award has been made to Mr. Nelson, in connection with his appointment as Chief Executive Officer, and the terms\nof any such arrangement have not yet been determined. The Company will file an amendment to this Current Report on Form 8-K within four\nbusiness days after the material terms of any such arrangement are determined, as required by Instruction 2 to Item 5.02 of Form 8-K.

Brent Nelson, age 65, is a technology entrepreneur, venture\ninvestor and business executive with more than 30 years of experience in energy, aerospace, healthcare and advanced technology. During\nthe past five years, Mr. Nelson has served as founder, Chairman and Chief Executive Officer of Kepler Aerospace, a technology platform\ncompany focused on propulsion, advanced energy and space-related technologies, and has served in leadership roles with American Fusion,\nInc. and American EcoFuels Inc., including as Chairman and director of each company. His activities include oversight of the Kepler-related\nbusinesses Kepler Fusion Technologies, Kepler GTL Technologies, Kepler Medical, Kepler Gravity Sciences, Kepler Electrical and Kepler\nSpace Ventures. He is also affiliated with Quantum Investment Fund I and Earth Sciences Fund I, where he participates in capital formation\nand strategic investment initiatives.

Earlier in his career, Mr. Nelson founded or co-founded businesses\nincluding a company that developed technology later associated with Windows Media Player, Palmworks, CybeRecord, Evader, RF Surgical\nSystems and Mobile PET Systems. His experience also includes natural-resources development projects in South America and Australia. The\nBoard selected Mr. Nelson to succeed Mr. Hawkins in view of his experience with technology development, corporate strategy, financing\nand management.

Mr. Nelson does not have a family relationship with any of the current officers\nor directors of the Company.

Related Party Transactions

Except for the Nelson Consulting Agreement described above and the\ntransactions described in the Company’s Registration Statement on Form 10 and its Quarterly Reports on Form 10-Q for the quarters\nended March 31, 2026 and June 30, 2026, including the share exchange pursuant to which the Company acquired Kepler from Mr. Nelson and\nMr. Nelson’s acquisition, through Earth Sciences Fund I LLC, of the Special 2020 Series A Preferred Control Share, there are no\ntransactions in which Mr. Nelson has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

\n \n \n \n

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Exhibit No.	Description

10.1	Consulting Services Agreement between American Fusion, Inc. and Brent Nelson dated March 1, 2026

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the\nrequirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the\nundersigned hereunto duly authorized.

\n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n

Date: October 30, 2026	AMERICAN FUSION, INC.

	By:	/s/ Brent Nelson
		Brent Nelson \n Chief Executive Officer and Chairman

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