Form 8-K
8-K — AMASS BRANDS
Accession: 0001575872-26-000377
Filed: 2026-05-29
Period: 2026-05-29
CIK: 0001851491
SIC: 2080 (BEVERAGES)
Item: Entry into a Material Definitive Agreement
Item: Financial Statements and Exhibits
Documents
8-K — amass021_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (amass021_ex4-1.htm)
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8-K — FORM 8-K
8-K (Primary)
Filename: amass021_8k.htm · Sequence: 1
AMASS BRANDS
falseAMASS BRANDS0001851491CA
0001851491
2026-05-29
2026-05-29
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 29, 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
☒
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 1.01. Entry into a Material Definitive Agreement.
On May 29, 2026, AMASS Brands Inc (the “Company”) entered into Amendment No. 1 to the Warrant to Purchase Shares of Common Stock (the “Warrant Amendment”) with Streeterville Capital, LLC (the “Investor”). The Warrant Amendment amends the warrant to purchase shares of the Company’s common stock (the “Warrant”) originally issued to the Investor in connection with that certain Securities Purchase Agreement, dated March 17, 2026, by and between the Company and the Investor, as amended by that certain Global Amendment dated April 7, 2026.
The Warrant Amendment modifies the exercise price of the Warrant to provide for a reduced exercise price of $5.00 per share for any exercise occurring during the ninety (90) day period commencing on the effective date of the Warrant Amendment (the “Reduced Exercise Price Period”). Following the expiration or earlier termination of the Reduced Exercise Price Period, the exercise price will be $16.00 per share. The Company may terminate the Reduced Exercise Price Period at any time upon two (2) trading days’ prior written notice. All other terms and conditions of the Warrant remain unchanged and in full force and effect.
The foregoing description of the Warrant Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Warrant Amendment, a copy of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.
(c) Exhibits
4.1
Amendment No. 1 to the Warrant to Purchase Shares of Common Stock.
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 29, 2026
AMASS BRANDS INC
By:
/s/ Mark T. Lynn
Mark T. Lynn
Chief Executive Officer
(Principal Executive Officer)
3
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: amass021_ex4-1.htm · Sequence: 2
Exhibit 4.1
AMASS BRANDS INC.
AMENDMENT NO. 1 TO WARRANT TO PURCHASE SHARES OF COMMON STOCK
This Amendment No. 1 to the Warrant to Purchase Shares of Common Stock (this “Amendment”), dated as of May 29, 2026 (the “Effective Date”), is entered into by and between AMASS Brands Inc., a Delaware corporation (the “Company”), and Streeterville Capital, LLC, a Utah limited liability company (the “Investor”).
RECITALS
WHEREAS, the Company and the Investor are parties to a Securities Purchase Agreement dated March 17, 2026, pursuant to which the Company issued a common stock purchase warrant (the “Warrant”);
WHEREAS, pursuant to Section 8 of the Warrant, the Warrant may be amended or supplemented by an instrument in writing signed by the parties thereto; and
WHEREAS, the Company and the Investor desire to amend the Warrant on the terms and conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Warrant.
2. Amendment to Attachment 1. Attachment 1 to the Warrant is hereby amended by deleting the definition of “Exercise Price” set forth in Item A5 thereof in its entirety and replacing it with the following:
A5. “Exercise Price” means (a) $5.00 per Warrant Share for any exercise occurring during the period commencing on June 1, 2026, and ending ninety (90) days thereafter (the “Reduced Exercise Price Period”); provided, that the Company may terminate the Reduced Exercise Price Period at any time upon two (2) trading days’ prior written notice; or (b) $16.00 per Warrant Share for any exercise occurring after the expiration or earlier termination of the Reduced Exercise Price Period.
3. Disclosure. Within two (2) days of the Effective Date, the Company will file a 424B “sticker update” to its outstanding S-1 registration statement (File No. 333-294941) to disclose this Amendment. This Amendment will become effective upon the filing of such sticker update.
4. Ratification of Warrant. Except as expressly amended by this Amendment, all of the terms and conditions of the Warrant remain unchanged and in full force and effect. The Warrant, as amended by this Amendment, is hereby ratified and confirmed in all respects.
5. Effect of Amendment. From and after the Effective Date, all references in the Warrant to “this Warrant,” “hereof,” “herein,” or words of similar import shall mean and refer to the Warrant as amended by this Amendment.
6. Governing Law. This Amendment and all matters arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Utah, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Utah.
7. Counterparts. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
8. Entire Agreement. This Amendment represents the entire agreement of the parties with shall supersede any and all prior agreements, arrangements, and understandings between the parties with respect to the subject matter herein.
9. Modification. This Amendment may not be amended, modified, or supplemented except by an instrument in writing signed by each of the parties hereto.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered as of the Effective Date.
COMPANY:
AMASS BRANDS INC.
By:
/s/ Mark Lynn
Name:
Mark Lynn
Title:
Chief Executive Officer
INVESTOR:
STREETERVILLE CAPITAL, LLC
By:
/s/ John Fife
Name:
John Fife
Title:
President
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