AMASS Brands (NASDAQ: AMSS) sells $6.99M in Series C convertible preferred

Rhea-AI Filing Summary

AMASS Brands Inc. entered into a financing transaction by completing a second closing under its Securities Purchase Agreement with Streeterville Capital. The company issued and sold 7,000 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $6,990,000, net of a $30,000 transaction expense amount payable to the investor.

Each Series C share has a stated value of $1,086.96 and is convertible into common stock under a certificate of designation filed on May 19, 2026. The conversion price initially equals a fixed price and later becomes the lesser of that fixed price and a market-based price, in each case subject to a floor. Conversions are limited by a 9.99% beneficial ownership cap and an exchange cap under Nasdaq Listing Rule 5635(d). The shares were sold as an unregistered offering relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Insights

Capital markets analyst

AMASS raises $6.99M through a structured preferred stock financing.

AMASS Brands Inc. has obtained $6,990,000 of funding by issuing 7,000 shares of Series C Convertible Preferred Stock to Streeterville Capital under a previously disclosed Securities Purchase Agreement and Global Amendment. This is an unregistered private placement under Section 4(a)(2) and Rule 506(b) of Regulation D.

The preferred stock carries a stated value of $1,086.96 per share and is convertible into common stock at a price tied first to a fixed level, then to the lower of that fixed price and a market-based price after specified trigger events, with a floor price. This structure can shift economic value with the share price while providing downside protection for the investor.

Conversions are constrained by a 9.99% beneficial ownership limitation and a Nasdaq Listing Rule 5635(d) exchange cap, which together restrict how much common stock can be issued upon conversion at any given time. Future company filings may clarify how much of the preferred is converted and the resulting common share issuance.

8-K Event Classification

2 items: 3.02, 9.01

2 items

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Initial Purchase Price: $6,990,000 Series C shares issued: 7,000 shares Transaction expense amount: $30,000 +2 more

5 metrics

Initial Purchase Price $6,990,000 Aggregate purchase price for 7,000 Series C preferred shares at second closing

Series C shares issued 7,000 shares Series C Convertible Preferred Stock sold to Streeterville Capital

Transaction expense amount $30,000 Expense amount payable to investor, netted from initial purchase price

Stated value per preferred share $1,086.96 per share Stated value of each Series C Convertible Preferred share

Beneficial ownership limit 9.99% Maximum ownership allowed upon conversion of preferred into common stock

Key Terms

Series C Convertible Preferred Stock, Securities Purchase Agreement, Global Amendment, Certificate of Designation, +2 more

6 terms

Series C Convertible Preferred Stock financial

"the Company issued and sold to the Investor 7,000 shares of 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.

Securities Purchase Agreement financial

"completed the second closing under the Securities Purchase Agreement, dated as of March 17, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Global Amendment financial

"as amended by the Global Amendment dated April 7, 2026"

Certificate of Designation regulatory

"subject to the limitations and conditions set forth in the Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock"

A certificate of designation is a formal document that spells out the specific rights and rules attached to a particular class or series of stock, usually preferred shares. Think of it as a rulebook or menu that lists dividend terms, liquidation priority, conversion or redemption rights and any special voting protections; investors use it to judge how much income, control or downside protection those shares will provide compared with other securities.

beneficial ownership limitation financial

"Conversions are subject to a 9.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

Nasdaq Listing Rule 5635(d) regulatory

"and the Exchange Cap under Nasdaq Listing Rule 5635(d)"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

Understanding 8-K Material Events →

falseAMASS BRANDS0001851491CA 0001851491 2026-05-20 2026-05-20

 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 20, 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 3.02. Unregistered Sales of Equity Securities.

On May 20, 2026, AMASS Brands Inc (the “Company”) completed the second closing (the “Second Closing”) under the Securities Purchase Agreement, dated as of March 17, 2026 (as amended by the Global Amendment dated April 7, 2026, the “SPA”), by and between the Company and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”). The SPA was previously described in the Company’s Registration Statement on Form S-1 (File No. 333-294941) (the “Registration Statement”), and the description of the SPA and the Global Amendment contained therein is incorporated herein by reference. The SPA and the Global Amendment were filed as Exhibit 10.52 and Exhibit 10.59, respectively, to the Registration Statement.

At the Second Closing, the Company issued and sold to the Investor 7,000 shares of Series C Convertible Preferred Stock, par value $0.00001 per share (the “Initial Preferred Shares”), for an aggregate purchase price of $6,990,000.00 (the “Initial Purchase Price”), net of a $30,000 transaction expense amount payable to the Investor. The Initial Purchase Price reflects the reduction from $7,000,000.00 to $6,990,000.00 pursuant to the Global Amendment to account for the $10,000.00 Warrant Purchase Price previously paid by the Investor at the First Closing. The Initial Preferred Shares were issued in reliance on the exemption from registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder.

The Initial Preferred Shares are convertible into shares of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in the Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock filed with the Secretary of State of the State of Delaware on May 19, 2026 (the “Certificate of Designation”). Each share of Series C Convertible Preferred Stock has a stated value of $1,086.96 per share. The conversion price is initially equal to the Fixed Price (as defined in the Certificate of Designation) and, after the earlier of six months from the Initial Listing Date, a Trigger Event or an Event of Default (each as defined in the Certificate of Designation), the lesser of the Fixed Price and the Market Price (as defined in the Certificate of Designation), subject in each case to a floor price. Conversions are subject to a 9.99% beneficial ownership limitation and the Exchange Cap under Nasdaq Listing Rule 5635(d).

The foregoing summary of the SPA, the Global Amendment, and the Certificate of Designation is not complete and is qualified in its entirety by reference to the full text of such documents, which were filed as exhibits to the Registration Statement and are incorporated herein by reference.

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

(c) Exhibits

3.1		Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Registrant's Current Report on Form 8-K filed with the SEC on May 20, 2026).
10.1		Securities Purchase Agreement, dated as of March 17, 2026, by and between AMASS Brands Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.52 to the Registration Statement on Form S-1 (File No. 333-294941)).
10.2		Global Amendment to Securities Purchase Agreement, dated as of April 7, 2026, by and between AMASS Brands Inc. and Streeterville Capital, LLC (incorporated by reference to Exhibit 10.59 to the Registration Statement on Form S-1 (File No. 333-294941).

2

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 26, 2026

	AMASS BRANDS INC
	By:	/s/ Mark T. Lynn
		Mark T. Lynn
		Chief Executive Officer
		(Principal Executive Officer)

3

FAQ

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

AMASS Brands completed a second closing under its Securities Purchase Agreement, issuing 7,000 Series C Convertible Preferred shares for $6,990,000 to Streeterville Capital. This unregistered private placement provides new financing through preferred stock convertible into common shares under specified terms.

How much capital did AMASS Brands (AMSS) raise through the Series C preferred stock?

The company raised an Initial Purchase Price of $6,990,000, net of a $30,000 transaction expense amount payable to the investor. This reflects a reduction from $7,000,000 to account for a prior $10,000 warrant purchase price paid at the first closing.

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

Each Series C Convertible Preferred share has a stated value of $1,086.96 and is convertible into common stock. The conversion price starts at a fixed price, then becomes the lesser of that fixed price and a defined market price after certain events, subject to a floor price.

How is dilution from AMASS Brands’ Series C preferred conversion limited?

Conversions of Series C preferred into common stock are subject to a 9.99% beneficial ownership limitation and an exchange cap under Nasdaq Listing Rule 5635(d). These limits restrict how many common shares can be issued upon conversion at any time.

Under what securities law exemptions was AMASS Brands’ financing conducted?

The issuance of the 7,000 Series C Convertible Preferred shares was conducted as an unregistered offering relying on Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) of Regulation D, permitting private sales to qualified investors without SEC registration.

Who is the investor in AMASS Brands’ Series C preferred stock transaction?

The investor is Streeterville Capital, LLC, a Utah limited liability company. AMASS Brands issued and sold the 7,000 Series C Convertible Preferred shares to Streeterville Capital under a Securities Purchase Agreement dated March 17, 2026, as amended by a Global Amendment on April 7, 2026.

Filing Exhibits & Attachments

1 document

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