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.
Amass Brands - 8-K
Accession
0001575872-26-0003643.029.01
Item 3.02 - Unregistered Sales of Equity Securities
470 words
Item 9.01 - Financial Statements and Exhibits
124 words
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