Amaze Announces Adjournment of Special Meeting of Stockholders

Rhea-AI Summary

Amaze (NYSE American: AMZE) announced its Special Meeting of Stockholders, originally scheduled for December 10, 2025, was convened and immediately adjourned for lack of a quorum.

The meeting is reconvened for February 4, 2026 at 11:00 a.m. ET; a notice will be sent to stockholders of record as of November 7, 2025. At the reconvened meeting, stockholders will vote on approving issuance of common shares upon conversion of senior secured OID convertible notes in excess of the 19.9% exchange cap. Votes already cast will be counted unless changed; shareholders who have not voted are urged to contact their broker or bank to vote.

Positive

• Reconvened Special Meeting set for Feb 4, 2026
• Previously cast votes will still be counted
• Board recommends stockholders vote FOR the proposals

Negative

• Special Meeting adjourned due to lack of quorum
• Proposal seeks issuance of shares > 19.9% exchange cap, which may dilute holders
• Approval delayed until Feb 4, 2026, extending uncertainty for shareholders

Key Figures

Exchange cap 19.9% Cap on share issuance upon convertible note conversion under NYSE American rules

Original meeting date December 10, 2025 Initial Special Meeting of Stockholders date before adjournment

Adjourned meeting date February 4, 2026 New date for reconvened Special Meeting of Stockholders

Meeting time 11:00 a.m. Eastern time Time of reconvened Special Meeting on February 4, 2026

Record date November 7, 2025 Stockholder record date for voting at the Special Meeting

Market Reality Check

$0.3940 Last Close

Volume Today's volume of 9,246,312 shares is below the 20-day average of 34,167,620 (relative volume 0.27x). low

Technical Shares at $0.3906 are trading well below the 200-day moving average of $5.62 and 97.24% under the 52-week high of $14.145.

Peers on Argus

Peers show mixed moves: WVVI up 6.41%, IBG up 4.94%, while YHC is down 6.58%. With no peers in the momentum scanner and AMZE’s microcap profile, trading appears more idiosyncratic than sector-driven.

Historical Context

Date	Event	Sentiment	Move	Catalyst
Dec 09	Strategic partnership	Positive	-3.1%	Global OpenWav.AI partnership expanding AI tools and fulfillment reach.
Dec 02	Product relaunch	Positive	-8.3%	Relaunch of The Food Channel website with enhanced design and commerce plans.
Nov 26	Insider purchase	Positive	+10.8%	CEO open-market share purchase following strong Q3 revenue growth.
Nov 24	Partnership launch	Positive	+21.1%	Launch of Amaze Creator Studio with Loft 100 for broadcast-quality production.
Nov 14	Earnings report	Positive	+1.8%	Q3 2025 results showing 1,884% YoY revenue growth despite ongoing net loss.

Pattern Detected

Recent news reactions skew slightly toward alignment with generally positive announcements, but there are notable selloffs following seemingly constructive operational updates.

Recent Company History

Over the last month, Amaze reported Q3 2025 results with net revenue of $1.25 million and 1,884% YoY growth, alongside a net loss of $5.15 million and post‑quarter financing of $9.2 million. Subsequent news highlighted partnerships, including a studio collaboration and a global deal with OpenWav.AI, plus insider buying of 335,440 shares by the CEO. Despite these growth and ecosystem milestones, price reactions have varied, indicating inconsistent market confidence around dilution and execution risk preceding this governance-focused special meeting update.

Market Pulse Summary

This announcement details the adjournment and rescheduling of a Special Meeting where stockholders will vote on issuing common shares above the 19.9% cap tied to senior secured original issue discount convertible notes. It follows a series of growth and financing updates in recent months. Investors may focus on how the vote outcome influences Amaze’s capital structure, future conversions, and ongoing strategic initiatives, while monitoring further regulatory filings and operational milestones.

Key Terms

quorum regulatory

"was convened and immediately adjourned due to the absence of a quorum required"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

senior secured original issue discount convertible notes financial

"issuance of shares of common stock upon conversion of senior secured original issue"

A senior secured original issue discount convertible note is a type of loan a company sells that combines four features: it is senior (paid back before other debts), secured (backed by specific assets), issued at a discount (sold for less than its face value so the gain is built into the repayment), and convertible (the lender can choose to turn the debt into company shares). For investors this matters because it changes the balance between risk and reward—you get higher effective yield and stronger protection if the company fails, but conversion can dilute existing shareholders if the lender takes stock instead of cash.

proxy financial

"unless they wish to change or revoke their prior proxy or voting instructions"

A proxy is the authorization a shareholder gives to another person or document to cast votes on their behalf at a company meeting. Think of it like handing someone your voting ticket so they can represent your choices on board elections, executive pay, mergers and other big decisions; it matters because proxies determine who controls the company and which proposals pass, directly affecting share value and investor returns.

AI-generated analysis. Not financial advice.

NEWPORT BEACH, Calif., Dec. 12, 2025 (GLOBE NEWSWIRE) -- Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”), a global leader in creator-powered commerce, today announced that its Special Meeting of Stockholders, originally scheduled to be held on December 10, 2025, was convened and immediately adjourned due to the absence of a quorum required to conduct business. The Special Meeting has been adjourned to February 4, 2026, at 11:00 a.m. Eastern time. A notice of the reconvened meeting date and time will be sent to all stockholders of record as of November 7, 2025.

At the reconvened meeting, stockholders will vote to approve, for purposes of complying with Section 713(a) and Section 713(b) of the NYSE American Company Guide, the issuance of shares of common stock upon conversion of senior secured original issue discount convertible notes in excess of the 19.9% exchange cap contained therein. Stockholders who have already cast their votes do no need to take any action unless they wish to change or revoke their prior proxy or voting instructions, and their votes will be counted at the reconvened Special Meeting. Stockholders who have not yet cast their votes, are urged to contact their broker or bank to vote their shares now, so they can be tabulated prior to the reconvened Special Meeting.

The Company’s Board of Directors recommends that you vote FOR the proposals identified in the Company’s definitive proxy statement for the Special Meeting.
For investor information, please contact IR@amaze.co
For press inquiries, please contact PR@amaze.co

About Amaze
Amaze Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. By empowering anyone to “sell anything, anywhere,” Amaze enables creators to tell their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover more at www.amaze.co.

Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events and developments or to our future operating or financial performance, including, but not limited to, statements about our financial outlook, strategies, initiatives, anticipated revenues, and financial guidance. These statements can be identified by words such as such as “may,” “might,” “should,” “would,” “could,” “expect,” “plan,” “anticipate,” “intend,” “believe,” “outlook,” “estimate,” “predict,” “potential” or “continue,” and are based our current expectations and views concerning future events and developments and their potential effects on us.

These statements are subject to known and unknown risks, uncertainties and assumptions that could cause actual results to differ materially from those projected or otherwise implied by the forward-looking statement. These risks and uncertainties include those set forth under the heading “Item 1A. Risk Factors” in our most recently filed Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025, as well as in our Current Reports on Form 8-K .

Additional risks and uncertainties that could cause actual outcomes and results to differ materially from those contemplated by the forward-looking statements are included in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other future filings and reports that we file with the Securities and Exchange Commission (SEC) from time to time, which are available on the SEC’s website at www.sec.gov.

Given these risks and uncertainties, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our estimates and assumptions only as of the date of this press release. Unless required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future events or developments.

Participants in the Solicitation
Amaze and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies from the shareholders of Amaze. Information about the Amaze directors and executive officers is set forth in the proxy statement for the Company’s 2025 annual meeting of shareholders, as filed with the SEC on Schedule 14A on May 7, 2025. Additional information regarding the interests of those participants and other persons who may be deemed participants may be obtained by reading the Company’s proxy statement for the annual meeting, as well as the definitive proxy statement filed in connection with the Special Meeting, all of which may be obtained free of charge at the SEC’s website at www.sec.gov.

FAQ

Why was the Amaze (AMZE) Special Meeting originally scheduled for December 10, 2025 adjourned?

The meeting was convened and immediately adjourned because a quorum was not present, so business could not be conducted.

When is the reconvened Amaze (AMZE) Special Meeting and who is eligible to receive notice?

The reconvened meeting is on February 4, 2026 at 11:00 a.m. ET; notice will be sent to stockholders of record as of November 7, 2025.

What will Amaze (AMZE) stockholders vote on at the reconvened Special Meeting?

Stockholders will vote to approve issuance of common shares upon conversion of senior secured OID convertible notes that exceed the 19.9% exchange cap.

Do Amaze (AMZE) stockholders need to re-vote if they already submitted a proxy for the December 10, 2025 meeting?

No. Stockholders who already cast votes do not need to act unless they wish to change or revoke their prior proxy; existing votes will be counted.

How can Amaze (AMZE) stockholders who have not voted ensure their votes are counted before February 4, 2026?

Stockholders who have not voted are urged to contact their broker or bank now to have their shares voted and tabulated prior to the reconvened meeting.