{"url_path":"/sec/cik-0001657045/8-k/2026-07-22/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 is fully incorporated into the present Item 3.03 disclosure. No other preferred stock has been issued by the Company, and none is","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-22","source_url":"https://www.sec.gov/Archives/edgar/data/1657045/0001493152-26-034145-index.html","accession_number":"0001493152-26-034145","cik":"0001657045","ticker":null,"issuer_name":"NEXT-ChemX Corporation.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1657045/0001493152-26-034145-index.html","primary_entity_key":"0001657045","primary_entity_name":"NEXT-ChemX Corporation."},"word_count":427,"has_tables":true,"body_markdown":"Item\n3.02 is fully incorporated into the present Item 3.03 disclosure. No other preferred stock has been issued by the Company, and none is\nanticipated to be issued by management or the BOD at this time. The Board filed a “Certificate of Designation, Number, Powers,\nPreferences, and Relative, Participating, Optional, and Other Special Rights and the Qualifications, Limitations, Restrictions, and Other\nDistinguishing Characteristics Of Series “B” Preferred Stock of Next-ChemX Corporation” (the “Certificate of\nDesignation”) certifying the rights and benefits of the newly issued Class “B” Preferred Stock, as defined by the Board.\nThe Company received a stamped copy of the Certificate, Amendment or Withdrawal of Designation from the Secretary of State of Nevada\ndated June 29, 2026, which amendment of the Articles of Incorporation were submitted as the result of a previous informal agreement of\nthe BOD regarding the issuances of said Series “B” shares.\n\n* *\n\n*Class\nB Preferred Stock*\n\n \n\nEach\nshare of Class ‘B” Preferred Stock ranks senior to all Common Stock and any other class of securities that is specifically\ndesignated as junior to the Class “B” Preferred Stock. Each Share of Class “B” Preferred Stock shall be convertible\nat any time by the holder thereof into Five Hundred (500) shares of Common Stock. Each Share of Class “B” Preferred Stock\nshall be entitled to Five Hundred (500) votes on any matter on which any of the shareholders are required or permitted to vote. No dividends\nshall be paid on any Series “B” Preferred Stock.\n\n \n\n**Item** **5.01**\n**Change of Control of Registrant**\n\n \n\nOn\nJune 22, 2026, Arastou Mahjoory and Ann Mollicone, each an accredited investor, entered into “Series B” Preferred Subscription\nAgreements for the purchase of 40,000 shares each of the newly authorized “Series B” Preferred Stock.\n\n \n\nAs\na result of the purchase of 80,000 shares of the “Series B” Preferred Stock (a) Arastou Mahjoory and Ann Mollicone each holds\n50% of the issued and outstanding shares of “Series B” Preferred Stock of the Company. This holding of securities in the\nCompany gives Mahjoory and Mallicone joint control with respect to the election of the Company’s board of directors, all matters\nupon which shareholder approval is required and, ultimately, the objectives and actions of the Company and the timely execution of these\nobjectives and actions. The purchase of the Series “B” Preferred Shares provides Mahjoory and Mollicone a total of 40,000,000\nvotes, resulting in approximately 58% control of the outstanding equity in the Company. The total outstanding number of unrestricted\ncommon shares is 28,546,835. The total shares outstanding of “Series B” Preferred Stock is 80,000."}