AMASS Brands (NASDAQ: AMSS) creates Series C preferred as shares list on Nasdaq

Rhea-AI Filing Summary

AMASS Brands Inc. created a new class of Series C Convertible Preferred Stock and completed a direct listing of its common stock on Nasdaq under the symbol AMSS. The Certificate of Designation authorizes 35,000 shares of Series C Preferred Stock, which rank senior to all other capital stock for dividends and liquidation. Each share carries a 2% per quarter preferred return on stated value, with the rate increasing to 18% per annum after an Event of Default, and can be paid in cash or additional preferred shares. The preferred is convertible into common stock at a fixed price, or the lower of the fixed and market price after a Trigger Event or Event of Default, subject to a 9.99% beneficial ownership cap per holder and affiliates. Strong protective covenants restrict new issuances, asset sales above $500,000, new preferred classes, and fundamental transactions without consent from a majority of preferred holders, and allow company redemptions at 115% of the liquidation amount after six months. The company states it has generated more than $80 million in cumulative revenue, sold over 5.7 million bottles and reached more than 40,000 points of sale across nine core beverage brands.

Insights

Capital structure and listings analyst

AMASS adds senior convertible preferred with tight covenants alongside a Nasdaq direct listing.

AMASS Brands Inc. introduced Series C Convertible Preferred Stock that sits senior to all other capital and carries a 2% quarterly preferred return on stated value. After an Event of Default, the return steps up to 18% per annum and stated value increases by 15% per default, up to three times.

The terms give Series C holders significant control: many corporate actions, including issuances, asset sales above $500,000, new preferred classes and fundamental transactions, require majority preferred consent. A 9.99% beneficial ownership cap limits any single holder’s common stock exposure on conversion.

The filing also notes the closing of a direct listing on Nasdaq under “AMSS,” without issuing new common shares. Since inception, AMASS reports more than $80 million in cumulative revenue, 5.7 million bottles sold and over 40,000 points of sale, which provides scale context but not current-period performance.

8-K Event Classification

3 items: 5.03, 8.01, 9.01

3 items

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized Series C Preferred: 35,000 shares Preferred Return Rate: 2% per quarter Default Interest Rate: 18% per annum +5 more

8 metrics

Authorized Series C Preferred 35,000 shares Authorized under Certificate of Designation

Preferred Return Rate 2% per quarter Accrued on stated value, compounding daily

Default Interest Rate 18% per annum Preferred Return after an Event of Default

Ownership Cap 9.99% Maximum beneficial ownership of common stock per holder

Asset sale consent threshold $500,000 Asset or operation disposals needing Required Holders’ consent

Redemption premium 115% Redemption price of Series C Preferred Liquidation Amount

Cumulative revenue over $80 million Since company inception

Distribution footprint 40,000+ points of sale Across nine core beverage brands

Key Terms

Series C Convertible Preferred Stock, Deemed Liquidation Event, Fundamental Transaction, Preferred Return, +2 more

6 terms

Series C Convertible Preferred Stock financial

"The Certificate of Designation provides for the creation of 35,000 authorized shares of the Company’s Series C Convertible Preferred Stock"

Series C convertible preferred stock is a class of investment shares issued in a later private financing round that combine safety and upside: they usually pay ahead of ordinary shares if a company pays dividends or is sold, but can be converted into common stock to share in future growth. For investors this acts like a VIP ticket with a safety net—offering priority protection while preserving the option to participate in a successful exit.

Deemed Liquidation Event financial

"In the event of any ... winding up of the Company or a Deemed Liquidation Event (as defined in the Certificate of Designation)"

Fundamental Transaction financial

"not consummate a Fundamental Transaction (as defined in the Certificate of Designation) without the Required Holders’ prior written consent"

Preferred Return financial

"Each share of Series C Preferred Stock accrues a preferred return on its stated value at a rate of 2% per quarter (the “ Preferred Return ”)"

Preferred return is a minimum annual return that certain investors are promised before the manager or owner shares in profits; think of it as the first slice of earnings that gets paid out like a priority lane. It matters to investors because it reduces downside risk and sets a performance benchmark — managers only earn their performance-based share after this preferred amount is delivered, so it affects expected cash flow timing and alignment of incentives.

Maximum Percentage financial

"the Company may not effect any conversion that would cause a holder ... to beneficially own in excess of 9.99% of the outstanding shares of Common Stock (the “ Maximum Percentage ”)"

direct listing financial

"announcing the closing of the direct listing of the Company’s Common Stock on the Nasdaq Global Market"

A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.

Understanding 8-K Material Events →

falseAMASS BRANDS0001851491CA--12-31 0001851491 2026-05-19 2026-05-19

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 19, 2026

AMASS BRANDS INC

(Exact name of registrant as specified in its charter)

Delaware		001-43286		81-5227282
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

860 E Stowell Road Santa Maria, CA		93454
(Address of principal executive offices)		(Zip Code)

(909) 293-8571

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 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 registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange On Which Registered
Common Stock		AMSS		Nasdaq Global Market

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

Emerging Growth Company x

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

Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.

On May 19, 2026, AMASS Brands Inc (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock (the “Certificate of Designation”). The Certificate of Designation provides for the creation of 35,000 authorized shares of the Company’s Series C Convertible Preferred Stock, par value $0.00001 per share (the “Series C Preferred Stock”).

The Series C Preferred Stock ranks senior to all other shares of capital stock of the Company with respect to dividends, distributions and payments upon liquidation, dissolution and winding up. Without the prior express written consent of holders of at least a majority of the outstanding shares of Series C Preferred Stock (the “Required Holders”), the Company may not authorize or issue any shares of capital stock that are senior to or on parity with the Series C Preferred Stock with respect to such preferences.

Each share of Series C Preferred Stock accrues a preferred return on its stated value at a rate of 2% per quarter (the “Preferred Return”), compounding daily and payable on a quarterly basis within five trading days following the end of each calendar quarter, in cash or through the issuance of additional shares of Series C Preferred Stock, at the Company’s election. Following an Event of Default (as defined in the Certificate of Designation), the Preferred Return increases to 18% per annum simple interest. The Series C Preferred Stock does not participate in any dividends, distributions or payments to holders of the common stock of the Company, par value $0.0001 per share (“Common Stock”).

In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company or a Deemed Liquidation Event (as defined in the Certificate of Designation), each share of Series C Preferred Stock is entitled to receive, prior to any payment to holders of Common Stock, an amount equal to the stated value plus any accrued and unpaid Preferred Return. A Deemed Liquidation Event includes (i) a merger or consolidation in which the stockholders of the Company do not continue to hold a majority of the voting power of the Company or any successor entity, or (ii) the sale, lease, transfer, exclusive license or other disposition of all or substantially all the assets of the Company and its subsidiaries.

Holders of Series C Preferred Stock may convert their shares into fully paid and non-assessable shares of Common Stock at any time following the applicable issuance date, at a conversion price equal to the Fixed Price (as defined in the Certificate of Designation) prior to the occurrence of a Trigger Event or Event of Default, and thereafter at the lesser of the Fixed Price and the Market Price (as defined in the Certificate of Designation). The number of shares of Common Stock issuable upon conversion is determined by dividing the applicable conversion amount (the number of shares being converted multiplied by the then-current stated value) by the applicable conversion price. Notwithstanding the foregoing, the Company may not effect any conversion that would cause a holder, together with its affiliates, to beneficially own in excess of 9.99% of the outstanding shares of Common Stock (the “Maximum Percentage”). The Maximum Percentage is enforceable, unconditional and non-waivable and applies to all affiliates and assigns of each holder.

If the Company fails to deliver conversion shares by the applicable delivery date, a late fee equal to 1% of the applicable conversion share value (rounded to the nearest multiple of $100.00, with a floor of $500.00) per day will accrue until delivery is made, subject to a cap of 200% of the applicable conversion share value per conversion. On up to three occasions, the Company will have five trading days to deliver conversion shares without incurring any late fees.

Other than as set forth in the Certificate of Designation with respect to amendments, the Series C Preferred Stock has no voting rights and does not vote on any matter submitted to the holders of Common Stock. The Company may not amend or repeal the Certificate of Designation without the prior written consent of holders of a majority of the then outstanding shares of Series C Preferred Stock, voting separately as a single class.

2

The Certificate of Designation contains certain covenants that remain in effect until no shares of Series C Preferred Stock remain outstanding, including, among others, that the Company will (i) timely file all reports required to be filed with the SEC, (ii) maintain listing of the Common Stock on NYSE, NYSE American or Nasdaq, (iii) not issue any new shares of Series C Preferred Stock (other than in connection with payment of the Preferred Return) or increase or decrease the authorized shares of Common Stock or Series C Preferred Stock without the prior written consent of the Required Holders, (iv) not make any Restricted Issuance (as defined in the Certificate of Designation) without the Required Holders’ prior written consent, (v) not pledge or grant a security interest in any of its assets without the Required Holders’ prior written consent, (vi) not dispose of any assets or operations with a value of more than $500,000 without the Required Holders’ prior written consent, (vii) not undertake or complete any reverse split (except in connection with satisfaction of a Nasdaq deficiency notice) without the Required Holders’ prior written consent, (viii) not create, authorize or issue any class of Preferred Stock without the Required Holders’ prior written consent, and (ix) not consummate a Fundamental Transaction (as defined in the Certificate of Designation) without the Required Holders’ prior written consent.

At any time after six months from the applicable issuance date, the Company may elect to redeem all or any portion of the outstanding shares of Series C Preferred Stock at a redemption price equal to 115% of the Series C Preferred Liquidation Amount (as defined in the Certificate of Designation) then applicable. For the avoidance of doubt, any redemptions made in connection with a Fundamental Transaction or Deemed Liquidation Event will be paid at such redemption price.

Upon the occurrence of an Event of Default (as defined in the Certificate of Designation), the stated value of the Series C Preferred Stock automatically increases by 15%, which increase may be applied up to three times for three separate Events of Default. In addition, upon an Event of Default, the Required Holders may force the Company to redeem all outstanding shares of Series C Preferred Stock for the stated value plus accrued and unpaid Preferred Return plus all other amounts due and payable under the Certificate of Designation.

The foregoing description of the Series C Preferred Stock does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 8.01. Other Events.

On May 20, 2026, the Company issued a press release (the “Press Release”) announcing the closing of the direct listing of the Company’s Common Stock on the Nasdaq Global Market. A copy of the Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.

(c) Exhibits

3.1		Certificate of Designation
99.1		Press Release dated May 20, 2026.
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded in the Inline XBRL document).

3

SIGNATURES

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

Dated: May 20, 2026

AMASS Brands Inc
By:	/s/ Mark T. Lynn
	Mark T. Lynn
	Chief Executive Officer
	(Principal Executive Officer)

4

Exhibit 99.1

AMASS Brands Group Completes Nasdaq Direct Listing; Common Stock to Begin Trading Under the Symbol ‘AMSS’

SANTA MARIA, CA., May 20, 2026 – AMASS Brands Group (“AMASS” or “the Company”), a  premium, multi-category beverage platform spanning non-alcohol, functional, and alcohol 2.0 products, today announced that AMASS Brands Group’s common stock (the “common stock”) will begin trading today on the Nasdaq Capital Market under the stock ticker symbol “AMSS”. The direct listing did not involve the issuance of new common stock by the Company.

“Today marks a defining milestone for AMASS as we begin trading on Nasdaq,” said Mark Thomas Lynn, Founder and Chief Executive Officer of AMASS. “We’ve built a differentiated, multi-brand platform positioned at the intersection of several of the fastest-growing segments in the beverage industry. As a public company, we are focused on scaling our portfolio, expanding distribution, and executing on our strategy to build a leading next-generation beverage company.”

AMASS has established a diversified, multi-category beverage platform with a portfolio of nine core brands spanning non-alcoholic alternatives, functional wellness products, and premium, better-for-you alcoholic beverages. Since inception, the Company has generated more than $80 million in cumulative revenue, sold over 5.7 million bottles, and expanded its distribution footprint to more than 40,000 points of sale. The Company’s portfolio includes brands such as Good Twin Non-Alcoholic Wine and Summer Water Rosé.

The Company operates within several of the fastest-growing segments of the global beverage industry, supported by long-term consumer trends around health, moderation, and ingredient transparency. The U.S. non-alcoholic beverage market alone is projected to grow from approximately $169.6 billion in 2024 to $246.9 billion by 2032¹, while the functional beverage category is expected to reach $71 billion by 2030². With a diversified, cross-category portfolio, the Company believes it is well positioned to capture shifting consumption patterns and drive growth through continued innovation and strategic acquisitions.

Advisors

Maxim Group LLC acted as exclusive financial advisor to the Company in connection with this direct listing. Winston & Strawn LLP acted as counsel to the Company.

About AMASS Brands Group

AMASS Brands Group (Nasdaq: AMSS) is a next-generation beverage platform built around the brands with the goal of defining how modern consumers drink — and increasingly, how they don't. The Company's portfolio spans non-alcohol, functional, and alcohol 2.0 categories, with standout brands across each: Good Twin Non-Alcoholic Wine, a top-10 non-alcoholic wine in the U.S. and one of the fastest-growing in the category; and Summer Water Rosé, the zero-sugar, #1 selling premium domestic rosé in the US according to Nielsen — among others across the portfolio. As moderation trends accelerate, AMASS believes it is positioned to benefit structurally rather than reactively — with margin discipline, cohesive brand architecture, and the multi-brand scalability that makes AMASS increasingly relevant to strategic acquirers in an evolving beverage landscape.

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¹ Fortune Business Insights, U.S. Non-Alcoholic Beverages Market Size, Share & Industry Analysis, December 2025.

Available at: https://www.fortunebusinessinsights.com/u-s-non-alcoholic-beverages-market-107932

² Precedence Research, Functional Beverages Market Size, Share and Trends 2026 to 2035, December 2025.

Available at: https://www.precedenceresearch.com/functional-beverages-market

Safe Harbor Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements that are other than statements of historical facts. When the Company uses words such as “may,” “will,” “intend,” “should,” “believe,” “expect,” “anticipate,” “project,” “estimate,” or similar expressions that do not relate solely to historical matters, it is making forward-looking statements. These forward-looking statements include, without limitation, the Company’s statements regarding the expected trading of its shares of common stock on the Nasdaq Global Market. Forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause the actual results to differ materially from the Company’s expectations discussed in the forward-looking statements. These statements are subject to uncertainties and risks including, but not limited to, the uncertainties related to market conditions and the other factors discussed in the “Risk Factors” section of the Company’s registration statement on Form S-1 filed with the SEC. For these reasons, among others, investors are cautioned not to place undue reliance upon any forward-looking statements in this press release. Additional factors are discussed in the Company’s filings with the SEC, which are available for review at www.sec.gov. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof, except as required by applicable law.

Investor Relations Contact

KCSA Strategic Communications

Rob Kelly, Vice President

(212) 896-1254

AMASS@KCSA.com

FAQ

What did AMASS Brands Inc. (AMSS) announce in this 8-K?

AMASS Brands created a new Series C Convertible Preferred Stock class and reported the closing of its direct listing on Nasdaq under the ticker AMSS, without issuing new common shares, while highlighting its multi-brand beverage platform and distribution footprint.

What are the key terms of AMASS Brands’ Series C Convertible Preferred Stock?

The Series C Preferred carries a 2% quarterly preferred return on stated value, rising to 18% per annum after an Event of Default. It ranks senior to all other stock, has strong consent rights, and can be redeemed by the company at 115% of the liquidation amount after six months.

How does the Series C Preferred Stock convert into AMASS (AMSS) common shares?

Holders may convert at any time after issuance at a fixed price initially, and at the lesser of the fixed and market price after a Trigger Event or Event of Default. Conversion is limited so each holder and its affiliates cannot exceed 9.99% beneficial ownership of common stock.

What protections do Series C Preferred holders have over AMASS Brands’ actions?

Without consent from a majority of Series C holders, AMASS cannot issue senior or parity stock, make restricted issuances, sell assets over $500,000, create new preferred classes, complete fundamental transactions, or change authorized common or Series C share counts.

What operating scale did AMASS (AMSS) highlight in this disclosure?

AMASS reports more than $80 million in cumulative revenue since inception, over 5.7 million bottles sold, and distribution at more than 40,000 points of sale across nine core beverage brands, spanning non-alcoholic, functional, and better-for-you alcoholic products.

Did AMASS Brands raise capital through its Nasdaq direct listing?

The company stated the direct listing did not involve issuing new common stock. Existing shares began trading on the Nasdaq Capital Market under the symbol AMSS, so the event focused on listing and liquidity rather than raising new primary equity capital.

Filing Exhibits & Attachments

3 documents

Press Releases

• EX-99.1 EXHIBIT 99.1 21.9 KB

Other Documents

• EX-3.1 EXHIBIT 3.1 283.0 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 46.7 KB