AMASS BRANDS (AMSS) SEC Filings

AMASS BRANDS INC (AMSS) updated its resale registration statement covering up to 14,293,298 shares of common stock in connection with its direct listing on the Nasdaq Global Market. The supplement adds recent Quarterly Reports on Form 10‑Q and multiple Form 8‑Ks by incorporation.

For the quarter ended March 31, 2026, Amass generated $4.15 million in net revenues and recorded a net loss attributable to the parent of $3.04 million, or $0.87 per basic and diluted share. Total liabilities of $28.51 million exceeded total assets of $25.58 million, resulting in a stockholders’ deficit of $2.93 million and limited cash of $0.99 million.

Management states that recurring losses, negative operating cash flows, and limited capital raise substantial doubt about Amass’s ability to continue as a going concern without additional financing and improved cash generation. The company cites plans to raise capital through equity and debt, but notes there is no assurance these efforts will succeed.

AMASS BRANDS INC (AMSS) amended the terms of its Series C Convertible Preferred Stock and initiated a new capital draw under an existing financing agreement. The company filed an Amended and Restated Certificate of Designation for up to 35,000 authorized shares of Series C Preferred Stock, par value $0.00001 per share.

The amended terms revise liquidation and deemed liquidation provisions, adjust certain conversion rights and conversion pricing for limited conversion events, modify the company’s optional redemption mechanics (clarifying that holders cannot require redemption except in an actual liquidation, dissolution or winding up), update event of default provisions and remedies, and refresh related definitions and restrictive covenants. Separately, under a Securities Purchase Agreement with Streeterville Capital, LLC, AMASS requested an additional purchase of Series C Preferred Stock with an aggregate purchase price of $2,000,000, which the investor is obligated to fund subject to the agreement’s conditions.

AMASS Brands Inc. (Nasdaq: AMSS) reported second quarter 2026 net revenues of $5.59 million, up 2% from $5.50 million a year earlier, as the company continued shifting its portfolio toward higher-priority brands. Non-Alcoholic and Functional revenue rose 132% to $0.41 million, and the four Core Brands grew 12% and represented 67% of brand-attributed revenue.

Profitability weakened meaningfully. Gross profit fell to $1.50 million with gross margin of 26.7%, down from 39.0% in Q2 2025, reflecting inventory write-downs and portfolio simplification. Net loss widened to $7.55 million versus $1.27 million, and Adjusted EBITDA was a loss of $1.73 million. Operating expenses rose sharply, driven mainly by higher general and administrative costs and impairment charges.

As of June 30, 2026, cash and cash equivalents were $1.57 million, current liabilities were $25.36 million, and total stockholders’ equity was $0.99 million. Management introduced guidance, expecting second-half fiscal 2026 net revenues of at least $8.7 million, implying at least roughly 10% year-over-year growth, while noting risk factors including capital needs, going-concern uncertainty, Nasdaq listing compliance and past-due mezzanine notes.

Amass Brands Inc. reported relatively flat net revenues of $5.6 million for the quarter and $9.7 million for the first half of 2026, compared with $5.5 million and $9.8 million in the prior-year periods. However, higher costs and expenses drove a significantly larger net loss attributable to the parent of $7.5 million for the quarter and $10.5 million for the first six months of 2026, versus $1.2 million and $4.9 million a year earlier.

Operating cash outflow was $6.1 million in the first half of 2026, and management states that recurring losses, negative operating cash flows, and limited capital raise substantial doubt about the ability to continue as a going concern. To bolster liquidity, the company completed a Nasdaq Global Market direct listing in May 2026 and raised $7.0 million through a Series C Convertible Preferred Stock private placement, while also converting all legacy preferred stock and $2.8 million of convertible notes into common stock. Total assets were $28.2 million and total liabilities $26.1 million at June 30 2026, with a small positive stockholders’ equity balance of $1.0 million.

AMASS Brands Inc entered into a Side Letter Agreement with Full Glass that replaces a $4,000,000 multi-year wine purchase obligation with a $427,000 settlement and terminates the prior Purchase Agreement, subject to limited surviving provisions for credit mechanics and licensing.

Of the Settlement Amount, $31,750 is due by July 31, 2026 for release of certain wine inventory, and $406,000 becomes a Deposit. Full Glass may either use the Deposit alongside a cash payment to buy 135,333.33 gallons of finished wine at $5.00 per gallon while redeeming the Company’s equity in FGWC at $8.77 per unit, or apply the entire Deposit solely to equity redemption.

The Side Letter includes a one-time $10,000 late charge for overdue installments with a seven-day cure, a make‑whole obligation if FGWC is sold within one year after a Redemption Agreement, acknowledgment that a secured note has been fully paid, the Company’s agreement to release related security interests, and broad mutual releases with a waiver of California Civil Code Section 1542.

AMASS Brands Inc reported that on July 29, 2026 it delivered an investor presentation to investors and potential investors. The presentation is provided as Exhibit 99.1 and is treated as information furnished under Regulation FD, rather than filed for liability purposes or automatically incorporated into other securities law filings.

AMASS Brands Inc. reported that Nasdaq notified it on July 22, 2026 that the company no longer meets Nasdaq Global Market continued listing requirements based on market value tests.

For the 30 consecutive business days from June 8 through July 21, 2026, its market value of listed securities was below $50,000,000 and its market value of publicly held shares was below $15,000,000. The notice does not immediately affect trading, and AMASS has 180 calendar days, until January 19, 2027, to regain compliance by meeting both thresholds for at least ten consecutive business days. The company plans to monitor these measures and may seek a transfer to the Nasdaq Capital Market.

AMASS Brands Inc. provides an update to its resale registration covering up to 14,293,298 shares of common stock in connection with its direct listing on the Nasdaq Global Market. The update discloses an amendment to a warrant held by Streeterville Capital, LLC, originally issued under a March 17, 2026 Securities Purchase Agreement.

Under Amendment No. 3 to the warrant, the exercise price is reduced to $1.50 per share for exercises during a thirty-day Reduced Exercise Price Period commencing on the amendment’s effective date. After this period expires or is terminated, the exercise price reverts to $16.00 per share. The company can end the Reduced Exercise Price Period at any time with two trading days’ prior written notice, and all other warrant terms remain unchanged.

AMASS Brands Inc. entered into Amendment No. 3 to its Warrant to Purchase Shares of Common Stock with Streeterville Capital, LLC on July 10, 2026. For a thirty-day “Reduced Exercise Price Period” starting on the amendment’s effective date, the warrant exercise price is reduced to $1.50 per share. After this period expires or is terminated earlier, the exercise price reverts to $16.00 per share. The company may end the Reduced Exercise Price Period at any time with two trading days’ prior written notice. All other warrant terms, originally issued under a March 17, 2026 Securities Purchase Agreement and previously amended on April 7, May 29, and June 12, 2026, remain in effect.