Amass Brands (AMSS) doubles losses but secures $7M Series C funding
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.
Positive
- $7.0 million of new capital was raised through Series C Convertible Preferred Stock and a related warrant, improving liquidity.
- The company completed a direct listing on Nasdaq, providing public-market access and converting $2.8 million of convertible debt into equity, reducing leverage.
Negative
- Net loss attributable to the parent increased to $10.5 million for the first half of 2026 from $4.9 million a year earlier.
- Operating activities used $6.1 million of cash in the first half of 2026, indicating significant cash burn.
- Management discloses substantial doubt about the ability to continue as a going concern due to recurring losses and limited capital.
- Contract loss liabilities on unhedged bulk wine purchase commitments remained high at $2.9 million, reflecting expected future losses.
Filing Explained
As of June 30, cash was $1,570,517 against $6,131,553 of first-half operating cash use, while unconverted securities could dilute common holders.
This Form 10-Q is an unaudited quarterly report covering interim financial statements, risks, and liquidity through
The company had issued 7,000 shares of Series C Convertible Preferred Stock, while 11,605,081 common shares were outstanding and 3,856,688 common-stock warrants remained outstanding. The Series C conversion feature had not converted the preferred stock into common shares by June 30; after specified trigger conditions, its conversion price can be based on 90% of a recent volume-weighted average price, subject to a floor.
Because issuing additional shares reduces an existing holder’s percentage ownership absent offsetting changes, conversion of the Series C or exercise of the warrants would create potential dilution; the filing does not report those securities as converted or exercised at June 30. Although the company describes the
The filing also states that the Mezzanine Secured Notes were past due after their July 2026 extension expired, with discussions regarding a further extension or repayment; this is the named debt-resolution item to monitor.
Key Figures
Net revenues H1 2026: $9,742,087
Net loss attributable to parent H1 2026: $10,509,981
Operating cash flow H1 2026: ($6,131,553)
+5 more
8 metrics
Net revenues H1 2026
$9,742,087
Total net revenues for the six months ended June 30, 2026
Net loss attributable to parent H1 2026
$10,509,981
Six months ended June 30, 2026
Operating cash flow H1 2026
($6,131,553)
Net cash used in operating activities for six months ended June 30, 2026
Series C Preferred proceeds
$7,000,000
Aggregate proceeds from First and Second Closings under Streeterville SPA
Cash and cash equivalents
$1,570,517
Balance at June 30, 2026
Total liabilities
$26,062,501
Balance at June 30, 2026
Contract liabilities for purchase commitments
$2,933,102
Firm bulk wine purchase contract losses at June 30, 2026
Derivative liabilities
$883,167
Carrying amount at June 30, 2026, mainly Series C conversion feature
Key Terms
going concern, Series C Convertible Preferred Stock, Simple Agreement for Future Equity (SAFE), direct listing, +2 more
6 terms
going concern financial
"These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern."
Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.
Series C Convertible Preferred Stock financial
"the issuance of 7,000 shares of Series C Convertible Preferred Stock at the Second Closing"
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.
Simple Agreement for Future Equity (SAFE) financial
"the Company entered into a Simple Agreement for Future Equity (the “Afterdream SAFE”)"
direct listing market
"the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing"
A direct listing is a way for a company to become publicly available for trading without issuing new shares or raising additional money beforehand. Instead, existing shares are simply made available for purchase on the stock market, allowing current investors and employees to sell their holdings. This process can offer a simpler and faster way for a company to go public, giving investors quicker access to buy and sell shares.
variable interest entity financial
"an entity consolidated by the Company as a variable interest entity."
A variable interest entity (VIE) is a company structure where one party controls another company’s operations and economic outcomes through contracts or special arrangements instead of owning a majority of its voting shares. For investors, VIEs matter because the controlling party’s financial results, debts and risks can appear in the controller’s reports even though ownership looks separate, so understanding VIEs helps assess true exposure, governance limits and transparency—like spotting a puppet controlled by strings rather than direct ownership.
derivative liabilities financial
"Derivative liabilities, SAFEs, investments at fair value, and securities pledged as collateral are measured"
Derivative liabilities are obligations a company records when it owes money under financial contracts whose value depends on something else, like interest rates, stock prices, or currencies. Think of them as bets or insurance policies that can create future cash payments; they matter to investors because they can cause sudden changes in a company’s reported debt, profits and cash flow and reveal exposure to market risks that could affect valuation.
FAQ
How did Amass Brands Inc. (AMSS) perform financially for the first half of 2026?
Amass Brands reported net revenues of $9.7 million and a net loss attributable to the parent of $10.5 million for the six months ended June 30 2026, compared with $9.8 million in revenue and a $4.9 million loss a year earlier.
What is the going concern status of Amass Brands Inc. (AMSS)?
Management states there is substantial doubt about the company’s ability to continue as a going concern within one year, citing recurring losses, negative operating cash flows, and limited capital, despite recent financing and the Nasdaq direct listing.
How much cash and debt does Amass Brands Inc. (AMSS) have as of June 30, 2026?
As of June 30 2026, Amass Brands had $1.6 million in cash and cash equivalents and total liabilities of $26.1 million, including a secured credit facility balance of $3.8 million and various loans, promissory notes, and a SAFE liability.
What capital-raising transactions did Amass Brands Inc. (AMSS) complete in 2026?
In 2026, the company completed a Nasdaq Global Market direct listing, issued $7.0 million of Series C Convertible Preferred Stock and a warrant to Streeterville, and converted $2.8 million of convertible notes plus accrued interest into 223,050 common shares.
How significant are contract losses and derivative liabilities for Amass Brands Inc. (AMSS)?
The company carried $2.9 million of contract liabilities for loss-making bulk wine purchase commitments and $0.9 million in derivative liabilities at June 30 2026, mainly tied to the Series C Preferred Stock conversion feature and warrants.
What were Amass Brands Inc. (AMSS) gross profit and operating expenses in Q2 2026?
For the quarter ended June 30 2026, Amass Brands generated gross profit of $1.5 million on $5.6 million of net revenues and incurred operating expenses of $7.5 million, including sales and marketing, general and administrative, and impairment charges.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2026
O
rTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File Number: 001-43286
AMASS Brands Inc.
(Exact name of registrant as specified in its charter)
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(I.R.S. Employer Identification No.) |
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CA |
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(Address of principal executive offices) |
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(Zip Code) |
(909 ) 293-8495
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes
No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes
No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
Accelerated filer |
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Smaller reporting company |
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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.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
No
As of
August
14
, 2026, the registrant had a total of 11,605,081 shares of Common Stock, $0.00001 par value, outstanding.
AMASS BRANDS INC
INDEX TO FORM 10-Q
Page | ||
PART I – FINANCIAL INFORMATION | ||
Item 1. | Financial Statements (Unaudited) | 1 |
Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 20 |
Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 35 |
Item 4. | Controls and Procedures | 36 |
PART II – OTHER INFORMATION | ||
Item 1. | Legal Proceedings | 38 |
Item 1A. | Risk Factors | 38 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 38 |
Item 3. | Defaults Upon Senior Securities | 38 |
Item 4. | Mine Safety Disclosures | 38 |
Item 5. | Other Information | 38 |
Item 6. | Exhibits | 38 |
PART III – SIGNATURES | ||
| i |
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Quarterly Report on Form 10-Q are “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the safe harbor created thereby. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q, including statements regarding our future results of operations and financial position, business plan and strategy, future revenue, timing and likelihood of success, plans and objectives of management for future operations, future results of anticipated products and prospects, plans and objectives of management are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would” or the negative of these terms or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements contained in this Quarterly Report on Form 10-Q may include, but are not limited to, statements about:
| the implementation of our business model and our strategic plans for our business, product, services and technology; |
| our commercialization and marketing capabilities and strategy; |
| our ability to establish or maintain collaborations or strategic relationships or obtain additional funding; |
| our competitive position; |
| the scope of protection that we are able to establish and maintain for intellectual property rights covering our products, services and technology; |
| developments and projections relating to our competitors and our industry; |
| our estimates regarding expenses, future revenue, capital requirements and needs for additional financing; |
| the period over which we estimate our existing cash and cash equivalents will be sufficient to fund our future operating expenses and capital expenditure requirements; and |
| the impact of new or existing laws and regulations on our business and strategy. |
These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in “Risk Factors” of our Prospectuses dated May 18, 2026 and July 6, 2026, in any subsequent filing we make with the SEC, as well as in any documents incorporated by reference that describe risks and factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely on the forward-looking statements included in this Form 10-Q as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and you are cautioned not to unduly rely upon these statements.
| ii |
PART I – FINANCIAL INFORMATION
Item 1.
Financial Statements (Unaudited).
AMASS BRANDS INC
INDEX TO THE FINANCIAL STATEMENTS (UNAUDITED)
Page | |
Condensed Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025 | 2 |
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 3 |
Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2026 and 2025 (Unaudited) | 4 |
Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2026 and 2025 (Unaudited) | 5 |
Notes to the Condensed Consolidated Financial Statements (Unaudited) | 6 |
| 1 |
Amass Brands, Inc. and Subsidiaries
Consolidated Balance Sheets
(Unaudited)
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June 30, 2026 |
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December 31, 2025 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Accounts receivable, net |
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Due from related parties |
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Inventory, net |
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Interest receivable |
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Prepaid expenses and other current assets |
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Total current assets |
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Property and equipment, net |
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Intangible assets, net |
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Goodwill |
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Securities pledged as collateral, at fair value |
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Investments at fair value |
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Investments at cost |
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Related-party investment |
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Deposits |
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Total assets |
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$ |
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$ |
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Liabilities and stockholders' equity ( deficit ) |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Accrued expenses |
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Secured credit facility, current |
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Loans payable, current |
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Contract liabilities |
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Promissory notes payable, current |
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Derivative liabilities |
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Customer deposits |
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Interest payable |
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Obligation under repurchase agreement |
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Total current liabilities |
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Loans payable |
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Promissory notes payable, net |
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Convertible notes payable |
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SAFE notes |
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Total liabilities |
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Commitments and contingencies (Note 15) |
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Series C Convertible Preferred Stock, $ liquidation value of $7,608,720 plus accrued and unpaid preferred return, at carrying value (mezzanine equity) |
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Stockholders' equity ( deficit ) : |
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Series B Preferred Stock, $ |
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Series A Preferred Stock, $ |
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Series Seed Preferred Stock, $ |
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Common stock, $ |
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Additional paid-in capital |
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Treasury stock, |
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Accumulated other comprehensive income |
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Accumulated deficit |
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( |
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( |
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Total Amass stockholders’ deficit |
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( |
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Non-controlling interest |
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Total stockholders’ equity (deficit) |
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( |
) |
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Total liabilities and stockholders' equity (deficit) |
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$ |
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$ |
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See accompanying notes to these unaudited condensed consolidated financial statements.
| 2 |
Amass Brands, Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
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Three months ended June 30, 2026 |
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Three months ended June 30, 2025 |
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Six months ended June 30, 2026 |
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Six months ended June 30, 2025 |
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Net revenues |
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Spirits & wine revenues |
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$ |
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$ |
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$ |
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$ |
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Other revenues |
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Total net revenues |
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Cost of net revenues |
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Cost of spirits & wine revenues |
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Cost of other revenues |
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Total cost of net revenues |
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Gross profit |
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Operating expenses |
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Sales and marketing |
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General and administrative |
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Impairment loss |
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Total operating expenses |
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Loss from operations |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Other income (expense) |
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Interest income |
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Interest expense |
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( |
) |
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( |
) |
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( |
) |
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( |
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Change in fair value of derivative liabilities |
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Change in fair value of SAFEs |
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( |
) |
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( |
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Other income (expense), net |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Total other income (expense) |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Net loss |
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( |
) |
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( |
) |
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( |
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( |
) |
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Net loss attributable to non - controlling interest |
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( |
) |
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( |
) |
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( |
) |
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( |
) |
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Net loss attributable to parent |
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( |
) |
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( |
) |
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( |
) |
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( |
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Foreign currency translation adjustment |
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Total comprehensive loss |
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$ |
( |
) |
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$ |
( |
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$ |
( |
) |
|
$ |
( |
) |
|
Weighted average common shares outstanding — basic and diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per common share — basic and diluted |
|
$ |
( |
|
|
$ |
( |
|
|
$ |
( |
|
|
$ |
( |
|
See accompanying notes to these unaudited condensed consolidated financial statements.
| 3 |
Amass Brands, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Deficit
(Unaudited)
|
Preferred (Shares) |
|
|
Preferred (Amount) |
|
|
Common (Shares) |
|
|
Common (Amount) |
|
|
Additional Paid-in Capital |
|
|
Accumulated Other Comprehensive Income |
|
|
Accumulated Deficit |
|
|
Non-controlling Interest |
|
|
Total Stockholders’ Equity (Deficit) |
|
|||||||||||
|
Balances at December 31, 2024 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
Exercise of stock options |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Exercise of stock warrants |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Stock-based compensation - options |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Warrants issued with promissory notes payable |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Offering costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Net loss (incl. NCI) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balances at March 31, 2025 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Stock-based compensation - options |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Issuance of Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Offering costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Net loss (incl. NCI) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balances at June 30, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
|
|
|
Preferred (Shares) |
|
|
Preferred (Amount) |
|
|
Common (Shares) |
|
|
Common (Amount) |
|
|
Additional Paid-in Capital |
|
|
Treasury Stock (Shares) |
|
|
Treasury Stock (Amount) |
|
|
Accumulated Other Comprehensive Income |
|
|
Accumulated Deficit |
|
|
Non-controlling Interest |
|
|
Total Stockholders’ Equity (Deficit) |
|
|||||||||||
|
Balances at December 31, 2025 |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
- |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
Issuance of Common Stock for services |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Exercise of stock warrants |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Shares issued for extinguishment of interest payable |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Repurchase of Common Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
Stock-based compensation - options |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
( |
) |
|
Net loss (incl. NCI) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balances at March 31, 2026 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
Conversion of Preferred Stock to Common Stock |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
Corrective ssuance of Common Stocki , net of cost |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Conversion of convertible notes upon Direct Listing |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Exercise of stock warrants |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Exercise of stock options |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Warrants issued in connection with Series C Convertible Preferred Stock |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Issuance of Common Stock for services |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Stock-based compensation - options |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
( |
) |
|
Stock warrant exercise inducement |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
Net loss (incl. NCI) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balances at June 30, 2026 |
|
|
- |
|
|
$ |
|
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
$ |
|
|
See accompanying notes to these unaudited condensed consolidated financial statements.
| 4 |
Amass Brands, Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
Six months ended June 30, 2026 |
|
|
Six months ended June 30, 2025 |
|
||
|
Cash flows from operating activities |
|
|
||||||
|
Net loss |
|
$ |
( |
) |
|
$ |
( |
) |
|
Adjustments to reconcile net loss to net cash used in operating activities |
|
|
||||||
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
Stock-based compensation |
|
|
|
|
|
|
|
|
|
Issuance of common stock shares for services |
|
|
|
|
|
|
|
|
|
Amortization of debt discounts |
|
|
|
|
|
|
|
|
|
Warrant modifications of the terminated inducement offering charged to operations |
|
|
|
|
|
|
|
|
|
Reserve for expected credit losses |
|
|
|
|
|
|
( |
) |
|
Impairment of intangible assets and investments |
|
|
|
|
|
|
|
|
|
Change in fair value of derivative liabilities |
|
|
( |
) |
|
|
|
|
|
Change in fair value of SAFE |
|
|
|
|
|
|
|
|
|
Inventory obsolescence |
|
|
|
|
|
|
|
|
|
Loss on sale of securities at fair value |
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities |
|
|
||||||
|
Accounts receivable |
|
|
( |
) |
|
|
( |
) |
|
Inventory, net |
|
|
( |
) |
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
( |
) |
|
|
|
|
|
Accounts payable |
|
|
|
|
|
|
( |
) |
|
Accrued expenses |
|
|
|
|
|
|
( |
) |
|
Interest receivable |
|
|
|
|
|
|
( |
) |
|
Interest payable |
|
|
|
|
|
|
|
|
|
Customer deposits |
|
|
( |
) |
|
|
|
|
|
Contract liabilities |
|
|
( |
) |
|
|
( |
) |
|
Net cash used in operating activities |
|
|
( |
) |
|
|
( |
) |
|
Cash flows from investing activities |
|
|
||||||
|
Advances to related parties |
|
|
( |
) |
|
|
( |
) |
|
Sale of investment |
|
|
|
|
|
|
|
|
|
Proceeds from notes receivable |
|
|
|
|
|
|
|
|
|
Purchase of related-party investment |
|
|
( |
) |
|
|
|
|
|
Purchases of property and equipment, net of disposals |
|
|
|
|
|
|
|
|
|
Purchases / disposals of intangible assets, net |
|
|
|
|
|
|
( |
) |
|
Net cash (used in) provided by investing activities |
|
|
( |
) |
|
|
|
|
|
Cash flows from financing activities |
|
|
||||||
|
Proceeds from (repayments of) secured credit facility, net |
|
|
|
|
|
|
( |
) |
|
R epayments of loans payable, net |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from issuance of promissory notes |
|
|
|
|
|
|
|
|
|
Proceeds from convertible notes, net |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Series C Convertible Preferred Stock |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of Common Stock |
|
|
|
|
|
|
|
|
|
Offering costs |
|
|
( |
) |
|
|
( |
) |
|
Proceeds from exercise of stock options |
|
|
|
|
|
|
|
|
|
Proceeds from exercise of warrants |
|
|
|
|
|
|
|
|
|
Obligation under repurchase agreement |
|
|
( |
) |
|
|
|
|
|
Net cash provided by financing activities |
|
|
|
|
|
|
|
|
|
Net change in cash and cash equivalents |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of the period |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of the period |
|
$ |
|
|
|
$ |
|
|
|
Supplemental Disclosure of Cash Flow Information |
|
|
||||||
|
Cash paid for income taxes |
|
|
|
|
|
|
|
|
|
Cash paid for interest |
|
|
|
|
|
|
|
|
|
Noncash Investing and Financing Activities |
|
|
||||||
|
Transfer of investment for relief of debt |
|
|
|
|
|
|
|
|
|
Warrants issued with promissory notes |
|
|
|
|
|
|
|
|
|
Exchange of shareholder promissory note for convertible note |
|
|
|
|
|
|
|
|
|
Conversion of Convertible Notes and accrued interest into Common Stock |
|
|
|
|
|
|
|
|
|
Common Stock issued as Series C commitment fee shares |
|
|
|
|
|
|
|
|
|
Incremental fair value of Warrant modifications capitalized to deferred offering costs |
|
|
|
|
|
|
|
|
|
Derivative recognized with Series C financing |
|
|
|
|
|
|
|
|
|
Warrants issued with Series C Preferred Stock |
|
|
|
|
|
|
|
|
|
Shares issued in extinguishment of accrued interest |
|
|
|
|
|
|
|
|
|
Reclassification of securities pledged as collateral to investments at fair value upon De Soi collateral release |
|
|
|
|
|
|
|
|
|
Issuance of SAFE for reduction of promissory note principal |
|
|
|
|
|
|
|
|
See accompanying notes to these unaudited condensed consolidated financial statements.
| 5 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 1 – Organization and Nature of Business
Amass Brands, Inc. (“Amass” or the “Company”), is a corporation formed on September 22, 2016, under the laws of the State of Delaware. Headquartered in Los Angeles, California, the Company sells primarily alcoholic and non-alcohol beverages through wholesale and online platforms globally.
In September 2024, the Company purchased 50.0001 % of 222 Spirits Holdco, LLC, and its two wholly owned subsidiaries, 222 Spirits Company, LLC, and 222 Spirits Management Holdco, LLC (collectively, 222 Spirits), which is accounted for as a business acquisition.
On May 20, 2026, the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing (the “Direct Listing”). See Note 12.
Note 2 – Liquidity and Capital Resources
The Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued.
The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company incurred losses and used cash flow from operations since inception and has limited available capital. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern for the next twelve months is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional working capital.
During the three months ended June 30, 2026, the Company completed its Direct Listing and received aggregate proceeds of $7,000,000 from the issuance of Series C Convertible Preferred Stock and the associated warrant at the First and Second Closings under the Streeterville Securities Purchase Agreement (see Note 12). The Company plans to raise additional capital as necessary to support its operating losses through the issuances of stock and loans, including additional purchases under the Streeterville facility, subject to the conditions described in Note 12. No assurances can be given that the Company will be successful in these efforts. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities as a result of this uncertainty.
Note 3 – Summary of Significant Accounting Policies
Basis of accounting – The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) as found in the Accounting Standards Codification (“ASC”) of the Financial Accounting Standards Board (“FASB”). The unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC applicable to interim period financial statements and do not include all of the information and disclosures required by GAAP for complete financial statements. In the opinion of management, the unaudited condensed consolidated financial statements include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the financial position and the results of operations for the periods presented.
These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and the notes thereto for the year ended December 31, 2025. Interim results are not necessarily indicative of the results that may be expected for a full year.
Concentrations of credit risk – Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company generally maintains balances in various operating accounts at financial institutions that management believes to be of high credit quality, in amounts that may, at times, exceed federally insured limits. The Company has not experienced any losses related to its cash and cash equivalents and does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of June 30, 2026 and December 31, 2025, all the Company’s cash and cash equivalents were held at accredited financial institutions.
| 6 |
Amass
Brands
, Inc. and SubsidiariesNotes to Consolidated Financial Statements (Unaudited)
Additionally, the Company had the following concentrations in net sales and accounts receivable during the three and six months ended June 30, 2026:
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Three months ended June 30, 2026 |
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Six months ended June 30, 2026 |
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Customer A |
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Net Sales |
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% |
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% |
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Accounts Receivable |
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% |
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% |
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Customer B |
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Net Sales |
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% |
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% |
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Accounts Receivable |
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% |
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% |
Fair value measurements – Certain assets and liabilities of the Company are carried at fair value under U.S. GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:
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Level 1 – Quoted prices in active markets for identical assets or liabilities. |
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Level 2 – Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. |
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Level 3 – Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies, and similar techniques. |
Derivative liabilities, SAFEs, investments at fair value, and securities pledged as collateral are measured using Level 3 inputs. The following tables present changes in Level 3 assets and liabilities measured at fair value for the six months ended June 30, 2026. During the three months ended June 30, 2026, the De Soi collateral was released and the investment was reclassified from securities pledged as collateral to investments at fair value (see Notes 6 and 14):
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Investments at Fair Value / Securities Pledged as Collateral |
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Amount |
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Balance, December 31, 2025 (securities pledged as collateral) |
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Reclassification upon release of collateral (Q2 2026) |
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Balance, June 30, 2026 (investments at fair value) |
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$ |
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Derivative Liabilities at Fair Value |
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Amount |
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Balance, December 31, 2025 |
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Issuance of Convertible Notes and Warrants |
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Issuance of Series C Convertible Preferred Stock — conversion feature |
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Change in fair value |
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Settlement upon conversion of Convertible Notes at the Direct Listing |
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Balance, June 30, 2026 |
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$ |
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SAFEs at Fair Value |
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Amount |
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Balance, December 31, 2025 |
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Change in fair value |
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Balance, June 30, 2026 |
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$ |
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There were no transfers between Levels 1, 2, or 3 during the six months ended June 30, 2026 nor June 30, 2025.
Valuation techniques and inputs, accounts receivable, property and equipment, intangible assets, impairment of long-lived assets, customer deposits, revenue recognition, cost of net revenues, sales and marketing expenses, net loss per share, and income taxes policies are consistent with those described in the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 and the audited financial statements for the year ended December 31, 2025.
Accounts receivable –
As of June 30, 2026 and December 31, 2025, the Company had a reserve for expected credit losses of $84,093 and $83,389 , respectively.
Shipping, handling and advertising costs – Shipping and handling costs amounted
to $206,851 and $144,315 for the three months ended June 30, 2026 and 2025, respectively, and $413,359 and $256,233 for the six months then ended. Advertising costs amounted to $169,994 and $28,989 for the three months ended June 30, 2026 and 2025, respectively, and $324,031 and $59,975 for the six months then ended.
Accounting pronouncements not yet adopted – In November 2024, the FASB issued a standard requiring disaggregated information about certain income statement expense line items to be disclosed on an annual and interim basis. We are required to adopt these disclosures for our annual period ending December 31, 2028, with early adoption permitted and this standard may be applied retrospectively. We expect this standard to impact our disclosures with no material impacts to our results of operations, cash flows, or financial condition. Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances
.
| 7 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 4 – Inventory, net
Inventory, net consisted of the following as of June 30, 2026 and December 31, 2025:
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June 30, 2026 |
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December 31, 2025 |
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Raw materials |
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Work in process |
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Finished goods |
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Inventory reserve |
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Total inventory |
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$ |
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$ |
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As of June 30, 2026 and December 31, 2025, the Company had no deposits for inventory purchases and production runs.
Note 5 – Long-Lived Assets
Property and equipment, net – Property and equipment, net consists of the following:
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June 30, 2026 |
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December 31, 2025 |
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Plant and equipment |
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Office and storage equipment |
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Furniture and fixtures |
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Leasehold improvements |
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Property and equipment, gross |
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Less: Accumulated depreciation and amortization |
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Property and equipment, net |
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$ |
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$ |
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Depreciation expense of $3,244 and $26,144 was included in general and administrative expenses for the three months ended June 30, 2026 and 2025, respectively, and $7,325 and $51,789 for the six months then ended.
Intangible assets, net – Intangible assets, net consist of the following:
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June 30, 2026 |
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December 31, 2025 |
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Website development |
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Tradename/transferred IP |
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Customer base |
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Non-competes |
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Brand names |
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Intangible assets, gross |
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Less: Accumulated amortization |
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( |
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( |
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Intangible assets, net |
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$ |
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$ |
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Goodwill |
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$ |
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$ |
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Amortization expense was $129,143 and $158,724 for the three months ended June 30, 2026 and 2025, respectively, and $262,282 and $283,348 for the six months then ended, and is included in general and administrative expenses.
During the three months ended March 31, 2026, the Company recognized an impairment loss of $110,402 on the Gem&Bolt tradename, customer base, and non-competes following the cessation of Gem&Bolt production. No additional impairment of intangible assets or goodwill was recognized during the three months ended June 30, 2026; see Note 6 for the impairment of the Company’s investment in Full Glass recognized in the second quarter of 2026.
| 8 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 6 – Investments
De Soi – In August 2020, the Company entered into a joint venture to create De Soi, a celebrity-founded, non-alcoholic wine product company. The Company holds its interest in De Soi through AMASS De Soi Holdings LLC (“De Soi Holdings”). During 2025, the Company transferred its units of De Soi Holdings to AFTERDREAM, Inc. (“Afterdream”), a related party, in exchange for $400,000 in cash, with Afterdream pledging the underlying investment as collateral under a third-party secured promissory note and the Company recording a $400,000 obligation under a repurchase agreement (accounted for as a secured borrowing). In June 2026, the Company satisfied its repurchase commitment: Afterdream repaid the loan for which the De Soi equity served as collateral, the collateral was released and returned to the Company, and the obligation under the repurchase agreement was extinguished upon settlement of the $400,000 repurchase price plus accrued interest of $20,800 . Accordingly, as of June 30, 2026 the investment is presented as investments at fair value ($3,347,564 ), compared to securities pledged as collateral at December 31, 2025 ($3,347,564 ). At the valuation dates of June 30, 2026 and December 31, 2025, management used the market approach to determine the fair value of the Company’s investment in De Soi of $3,347,564
Full Glass – As partial consideration for the sale of the Winc.com DTC business unit, the Company received Common Units and warrants of the buyer. The investment is carried at cost and evaluated for impairment whenever a triggering event occurs. During the six months ended June 30, 2026, the Company received $395,250 as a deposit 406,000 deposit may, at Full Glass's election, be applied to the redemption of the Company's Series A Units and Common Units at $8.77 per unit (see Note 17). The Company concluded that the Side Letter Agreement provided additional evidence of conditions that existed as of the balance sheet date with respect to the recoverability of the investment and, accordingly, recognized an impairment loss of $339,283 during the three months ended June 30, 2026, reducing the carrying value of the investment to its estimated fair value based on the redemption terms provided in the Side Letter Agreement. As of June 30, 2026 and December 31, 2025, the carrying value of the investment was $406,000 and $745,283 , respectively.
which was
expected to reduce its investment in Full Glass; pending settlement. The
deposit amounts received are presented within accrued expenses as of
June 30, 2026. On July 29, 2026, the Company entered into a Side Letter Agreement with Full Glass under which a $HpO – The Company received a 15 % equity interest in Zerra Nutrition, Inc. (“HpO”) upon HpO’s formation in April 2025 for no consideration. During 2025, the Company made certain advances to HpO to support operations. In June 2026, the Company formalized the investment in a Simple Agreement for Future Equity (SAFE) issued by HpO for a purchase amount of up to $300,000 funded through July 2026. The SAFE is a post-money (valuation cap) instrument with a $5,000,000 post-money valuation cap and no discount, and is non-interest-bearing with no fixed maturity or repayment obligation. HpO is a related party because it is controlled by Geoff McFarlane, who is the majority owner and President of Resonant, an entity consolidated by the Company as a variable interest entity. The balance of the investment was $153,331 and $78,463 as of June 30, 2026 and December 31, 2025, respectively, presented within related-party investment at June 30, 2026 and within prepaid expenses and other current assets at December 31, 2025.
Afterdream SAFE – On June 16, 2026, the Company entered into a Simple Agreement for Future Equity (the “Afterdream SAFE”) with AFTERDREAM, Inc. (“Afterdream”), pursuant to which the Company invested $1,435,000 in exchange for the right to receive shares of Afterdream’s capital stock upon the occurrence of certain future events, with a post-money valuation cap of $7,500,000 . Pursuant to Amendment No. 1 (June 17, 2026) and Amendment No. 2 (June 24, 2026), the purchase amount was increased to $1,535,000 and then to $1,735,000 , with the valuation cap unchanged. Afterdream is a related party, as its majority owner is the Company’s CEO. As of June 30, 2026, the carrying value of the Afterdream SAFE investment was $1,735,000 , presented as a related-party investment on the consolidated balance sheets.
The Company concluded that Afterdream is a variable interest entity in which the Company holds a variable interest but is not the primary beneficiary, because the Company does not have the power to direct the activities that most significantly affect Afterdream's economic performance. Accordingly, Afterdream is not consolidated. The SAFE does not meet the definition of a derivative, is not a debt security, and does not convey significant influence, and the Company therefore accounts for it under the measurement alternative in ASC 321 for equity securities without a readily determinable fair
value: at
cost, less impairment, adjusted for observable price changes in orderly transactions for an identical or similar investment of the same issuer. No observable price changes and no impairment have been recognized on the investment through June 30, 2026, and cumulative impairment recognized to date is $0 .
The Company's maximum exposure to loss in respect of Afterdream is limited to the funded purchase amount under the SAFE, which was $1,735,000 at June 30, 2026, and the carrying amount of the investment recorded on the consolidated balance sheet. The Company has no obligation to provide further financial support to Afterdream beyond the amounts already funded and has provided no guarantees on its behalf.
The Company assesses the investment qualitatively for impairment each reporting period. Indicators considered include Afterdream's ability to raise capital, changes in its regulatory environment
(including
the scheduled November 2026 federal enforcement date applicable to hemp-derived THC
products),
and any adverse change in its operating results or business plan. No impairment indicators were identified that required a reduction in the carrying amount at June 30, 2026.
Afterdream services – The Company previously provided operational and administrative services to Afterdream and discontinued those services in connection with its pursuit of a public listing. No services were provided to Afterdream during the three or six months ended June 30, 2026, and no services arrangement was in effect at June 30, 2026.
Note 7 – Contract Losses
The Company identified that evidence existed, including declining bulk wine market and demand concerns for finished goods wine, indicating that some of its long-term, unhedged purchase commitment contracts of bulk wine would incur losses in future periods. In accordance with ASC 330, Inventory, the Company records a provision when evidence exists that net realizable value is lower than the contractual price. The total liability associated with firm purchase commitment contracts was $2,933,102 and $3,042,044 as of June 30, 2026 and December 31, 2025, respectively, and is presented within contract liabilities on the consolidated balance sheets. No losses were incurred on the Full Glass supplier agreement during the six months ended June 30, 2026.
| 9 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 8 – Derivative Liabilities
The Company issued convertible notes with embedded conversion features and warrants. The embedded redemption features do not qualify for equity classification under ASC 815, Derivatives and Hedging, and were bifurcated and carried at fair value, and the associated warrants were recognized as liabilities, in each case with changes in fair value recorded in earnings.
Upon the consummation of the Direct Listing on May 20, 2026, the outstanding principal and accrued interest of the Convertible Notes automatically converted into shares of Common Stock at a price equal to 80 % of the price paid by new investors in the qualified financing (see Notes 10 and 12), and the associated bifurcated conversion features were settled. As of June 30, 2026, derivative liabilities consist of the Series C Convertible Preferred Stock conversion feature derivative of $874,707 (see below) and warrant liabilities of $8,460 that remain outstanding. The carrying amount of the derivative liabilities was $883,167 and $37,962 as of June 30, 2026 and December 31, 2025, respectively. Changes in the fair value of derivative liabilities of $236,969 (net gain) and $0 were recognized for the three months ended June 30, 2026 and 2025, respectively, and $187,753 (net gain) and $0 for the six months then ended.
Series C Convertible Preferred Stock conversion feature – In connection with the issuance of 7,000 shares of Series C Convertible Preferred Stock at the Second Closing on May 20, 2026 (see Note 12), the Company evaluated the instrument’s conversion features under ASC 815, Derivatives and Hedging. Because the Series C Convertible Preferred Stock becomes convertible, after the earlier of six months from the listing date, a trigger event, or an event of default, at a variable price equal to the lesser of the Fixed Price and 90 % of the lowest daily volume-weighted average price during the ten trading days prior to conversion (subject to a floor), the Company concluded that the conversion feature is required to be bifurcated from the host instrument and accounted for as a derivative liability at fair value, with changes in fair value recognized in earnings. At issuance, the Company allocated the proceeds as follows:
$4,824,382 to the warrant issued to Streeterville (recorded within additional paid-in capital) based on a relative fair value basis,
$849,236 to the conversion feature derivative at its issuance-date fair value, and
issuance costs of $142,305 allocated to the Series C Convertible Preferred Stock
. The net
carrying value
of the Series C Convertible Preferred Stock was
$1,184,077 as of June 30, 2026 (see Note 12).
During the three months ended June 30, 2026, the Company recognized a loss of $Note 9 – Debt
Secured credit facility – In September 2023, the Company entered into a Loan and Security Agreement to open a credit facility with a maximum aggregate principal amount of $8,000,000 (the ABL), reduced to $5,000,000 in 2026. Interest is accrued at the greater of (i) 12 % and (ii) Prime Rate plus 3.75 2,500,000 each (tested quarterly), and the facility term was extended to September 30, 2026 with automatic one-year renewals. The outstanding balance on the ABL was $3,788,522 and $3,277,034 as of June 30, 2026 and December 31, 2025, respectively. The Company was in compliance with the Tangible Working Capital and Tangible Net Worth covenants, each of $2,500,000 and tested quarterly, as of June 30, 2026.
Loans payable – The Company’s SBA EIDL loan had an outstanding balance of $161,944 and $160,296 , inclusive of accrued interest, as of June 30, 2026 and December 31, 2025, respectively. The loan matures thirty years from the effective date and bears interest at 3.75 % per annum.
As of June 30, 2026 and December 31, 2025, the principal balance of Mezzanine Secured Notes was $200,000 and $297,854 , respectively. The related-party balance of $97,854 was repaid in March 2026. In February 2026, the Company extinguished $276,475 of interest in exchange for the exercise of 65,509 shares of Common Stock warrants for $26,479 and 20,833 shares of Common Stock for $249,996 . As of June 30, 2026 and December 31, 2025, the accrued interest balance of Mezzanine Secured Notes was $255,722 and $524,125 , respectively; none of the accrued interest was due to a related party. The notes were past due but subsequently extended through July 2026; the extension expired in July 2026, and the notes were again past due as of the date
these financial statements were available to be issued
, while the Company remains in discussions with the holders regarding a further extension or repayment (see Note 17).
| 10 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
In April 2024, the Company issued a Secured Promissory Note with an original principal balance of $2,500,000 . Following the January 2026 Amendment No. 3 (accounted for as a troubled debt restructuring under ASC 470-60, with a zero effective interest rate and future cash payments applied entirely as reductions of the carrying amount) and Amendment No. 4 (a $150,000 partial warrant exercise applied against principal), and after the May and June 2026 installments, eleven $50,000 monthly installments remain payable from July 2026 through May 2027, plus a $417,000 balloon payment at the June 30, 2027 maturity. The outstanding balance was $966,998 and $1,267,000 as of June 30, 2026 and December 31, 2025, respectively. The Secured Promissory Note is personally guaranteed by the Company's Chief Executive Officer.
Promissory notes payable – As of June 30, 2026 and December 31, 2025, the Company had promissory notes with a total outstanding principal balance of $1,650,000 and $2,650,000 , respectively. The notes outstanding at June 30, 2026 accrue interest at a rate of 12 % per annum and mature between August 2026 and September 2027. The December 31, 2025 balance also included the $1,000,000 note issued to a shareholder in January 2025, which was exchanged for a convertible note in February 2026 and converted into Common Stock upon the Direct Listing (see Note 10). Accrued interest payable on the notes was $153,548 and $149,758 at June 30, 2026 and December 31, 2025, respectively.
Note 10 – Convertible Debt
From November 2025 through March 2026, the Company issued unsecured convertible promissory notes (“Convertible Notes”) to investors in an aggregate principal amount of $2,766,316 , bearing interest at 9 % per annum. Of the Convertible Notes, $1,822,415 was issued to related parties. In connection with the issuances, the Company also issued warrants to purchase shares of common stock with an exercise price equal to the greater of $10.00 or the volume-weighted average trading price, exercisable following the Company’s listing on Nasdaq and expiring 180 days thereafter.
Upon the consummation of the Direct Listing on
May 20, 2026, which constituted a qualified financing under the terms of the Convertible Notes, the
outstanding principal and accrued interest automatically converted into 223,050 shares of Common Stock at a price equal to 80 % of the price paid by new investors, and the remaining unamortized debt discount was charged to interest expense. As of June 30, 2026, no Convertible Notes remained outstanding, compared with a net carrying value of $378,725 at December 31, 2025. Interest expense recognized on the Convertible Notes (including accretion of discounts and the write-off of the unamortized discount upon conversion) was $1,067,965 and $0 for the three months ended June 30, 2026 and 2025, respectively.
Note 11 – Simple Agreement for Future Equity (“SAFE”)
In February 2025, the Company issued a Simple Agreement for Future Equity (“SAFE”) in Good Twin to an investor in exchange for $500,000 , which was applied toward the repayment of amounts outstanding under a previously issued secured promissory note. The SAFE has a post-money valuation cap of $5.0 million, does not bear interest, and has no stated maturity date. The Company determined that the SAFE does not qualify for equity classification and records it as a liability at fair value, with changes in fair value recognized in earnings. As of June 30, 2026 and December 31, 2025, the carrying value of the SAFE was $541,304 and $520,242 , respectively. No conversion or settlement events have occurred to date.
| 11 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 12 – Stockholders’ Equity
Direct Listing – On May 20, 2026, the Company’s common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing registering the resale of up to 12,432,021 shares of common stock held by existing stockholders.
The Direct Listing was not underwritten on a firm-commitment basis; the Company engaged a financial advisor in connection with the Direct Listing, as required by Nasdaq Rule 4120(c)(8)
.
Conversion of Preferred Stock – On April 8, 2026, concurrently with the initial public filing of the Company’s registration statement, all
outstanding shares of the Company’s Series Seed, Series Seed-1 through Seed-5, Series A, and Series B-1 through B-3 Preferred Stock automatically converted into an aggregate of 7,483,093 shares of common stock pursuant to the mandatory conversion provisions of the Company’s
Seventh Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on January 9, 2026. These conversions resulted in a reclassification within stockholders’ equity (deficit) with no income statement impact
.
Eighth Amended and Restated Certificate of Incorporation – On April 30, 2026, the Company filed its Eighth Amended and Restated Certificate of Incorporation, which (i) removed the one-time operative provisions effected by the Seventh A&R Certificate and (ii) granted the Board of Directors the authority, by resolution, to designate one or more additional series of preferred stock and to fix the rights and preferences of each such series.
Series C Convertible Preferred Stock – Streeterville Private Placement – In connection with the Direct Listing, the Company completed a private placement with Streeterville Capital, LLC (“Streeterville”) pursuant to a Securities Purchase Agreement dated March 17, 2026, as amended by a Global Amendment dated April 7, 2026 (the “SPA”), providing for the issuance and sale of up to $30.0 million of Series C Convertible Preferred Stock across an initial closing and a subsequent closing. At the First Closing on April 8, 2026, the Company issued to Streeterville (i) 28,125 shares of common stock as commitment fee shares and (ii) a warrant to purchase up to 3,500,000 shares of common stock at an exercise price equal to
$1
6
.00
per share, exercisable through the fifth anniversary of the listing date, for which Streeterville paid a warrant purchase price of $10,000 . At the Second Closing on May 20, 2026, the Company issued to Streeterville 7,000 shares of Series C Convertible Preferred Stock, for which Streeterville paid an aggregate purchase price of $6,990,000 , less a $30,000 transaction expense amount. Each share of Series C Convertible Preferred Stock has a stated value of $1,086.96 per share. 7,000,000 for issuance of the aforementioned securities.
The Series C Convertible Preferred Stock has an aggregate liquidation value of $7,608,720 , plus any accrued and unpaid preferred return.
The aggregate proceeds from the First and Second Closings were $See Note 8 for discounts applied to the carrying balance related to warrants, derivative and offering costs.
The Series C Preferred Stock is convertible into common stock at an initial conversion price equal to the Nasdaq Valuation Price
(the “Fixed Price”)
. After the earlier of (i) six months from the listing date, (ii) a trigger event, or (iii) an event of default, the conversion price becomes the lesser of the Fixed Price and 90 % of the lowest daily volume-weighted average price during the ten trading days prior to conversion, subject to a floor price equal to 40 % of the Nasdaq Valuation Price
prior to the listing date and, thereafter, 40% of the “Minimum Price” (as defined in Nasdaq Rule 5635) calculated as of the most recent issuance date of Series C Convertible Preferred Stock, provided that in no event will the floor price be less than $4.00 per share
.
Conversions are subject to a 9.99% beneficial ownership limitation and the Exchange Cap under Nasdaq Rule 5635(d). Subsequent to the First Closing, the Company and Streeterville amended the exercise price of the warrant twice during the second quarter of 2026. Amendment No. 1, effective May 29, 2026, reduced the exercise price
of the warrant
from $16.00 to $5.00 per share for a period of 90 days from the effective date, and Amendment No. 2, effective June 12, 2026, further reduced it to $3.00 per share for a period of 90 days from that effective date. In each case the exercise price reverts to $16.00 per share upon the expiration or earlier termination of the reduced-price period, and the Company may terminate the reduced-price period at any time on
two
trading days' prior written notice. All other terms of the warrant remain unchanged. Each amendment became effective upon the filing of a related prospectus supplement. The Company accounted for each exercise-price reduction as a modification of an equity-classified instrument and recognized the incremental fair value of the modified warrant (
$514,313 for Amendment No. 1 and $431,680 for Amendment
No. 2)
within additional paid-in capital. The incremental value of Amendment No. 1, which was superseded by Amendment No. 2, was charged to operations as failed offering costs of the terminated offering, and the incremental value of Amendment No. 2 is deferred as offering costs within prepaid expenses and other current assets as of June 30, 2026, pending the outcome of the inducement period.
See Note 17 for a further amendment entered into after June 30, 2026.See Note 8 for discounts applies to the carrying balance related to warrants, derivative, and offering costs.
| 12 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Conversion of Convertible Notes – Upon the consummation of the Direct Listing, the Convertible Notes (aggregate principal of $2,766,316 plus accrued interest) automatically converted into 223,050 shares of Common Stock at a conversion price equal to 80 % of the price paid in the qualified financing. See Note 10.
Regulation Crowdfunding – The Company opened a new Regulation Crowdfunding round in February 2026, which closed in April 2026. The Company did not receive funds on this round
, net of costs.
Common stock – As of June 30, 2026, the Company was authorized to issue 250,000,000 shares of Common Stock with $0.00001 par value. As of June 30, 2026, 11,760,456 shares were issued and 11,605,081 shares were outstanding (net of 155,375 treasury shares); as of December 31, 2025, 3,364,984
No
distributions have been made as of June 30, 2026.Stock transactions for the 84,907 shares of Common Stock, for which the Company received $14,211 ; 170,766 shares of Common Stock were issued
three
months ended June 30, 2026 – In addition to the preferred stock conversion, the Series C issuance, and the Convertible Note conversion, warrants were exercised for for direct listing advisory fee services
of $1,938,141 of Direct Listing advisory fees, which were recognized in general and administrative expenses; and 12,915 shares of Common Stock were issued upon the exercise of stock options for $2,925 . During the three months ended March 31, 2026, the Company issued 77,776 shares of Common Stock as advisory shares (recognizing expense of $693,659 ), issued 4,667 shares of Common Stock upon the exercise of stock options for $1,260 , and issued 740,328 shares of Series B-1 Preferred Stock and 222,026 shares of Common Stock upon the exercise of warrants for aggregate consideration of $986,226 (of which $150,000 was applied against loans payable).
The Company authorized and had outstanding the following shares as of June 30, 2026 and December 31, 2025:
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June 30, 2026 Authorized |
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June 30, 2026 Outstanding |
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Common Non-Voting Stock |
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Series Seed Preferred Stock (all sub-series) |
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Series A Preferred Stock |
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Series B Preferred Stock (all sub-series) |
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Series C Convertible Preferred Stock |
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| 13 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 13 – Stock Options and Warrants
In September 2016, the Company adopted the 2016 Stock Plan, as amended, which authorized 1,726,130 shares as of June 30, 2026. Stock options granted under the 2016 Plan typically vest over a four-year period with a one-year cliff.
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Options |
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Intrinsic Value |
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Granted |
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Exercised |
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Outstanding as of June 30, 2026 |
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Exercisable as of June 30, 2026 |
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Stock-based compensation expense for stock options of $226,613 and $176,916 was recognized for the three months ended June 30, 2026 and 2025, respectively, and $447,545 and $221,464 for the six months then ended, and is included in general and administrative expenses in the accompanying consolidated statements of operations. Total unrecognized compensation cost related to non-vested stock option awards amounted to $1,696,272 as of June 30, 2026.
Common Stock warrants – A summary of information related to Common Stock warrants for the six months ended June 30, 2026 is as follows:
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Exercisable as of June 30, 2026 |
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Warrants granted during the period consist principally of the warrant to purchase up to 3,500,000 shares of Common Stock issued to Streeterville at the First Closing; the exercise price of the Streeterville warrant was modified during the second quarter of 2026 and again in July 2026 (see Notes 12 and 17). During the three months ended June 30, 2026, 91,884 warrant shares were exercised at a weighted average exercise price of $0.92 , of which $14,211 was received in cash (settling into the issuance of 84,907 shares of Common Stock), and 106,447 warrants were cancelled or expired at a weighted average exercise price of $1.96 . There were no preferred stock warrants outstanding at June 30, 2026; the 1,328,185 preferred stock warrants outstanding at December 31, 2025 were exercised or converted into Common Stock warrants during the first quarter of 2026.
Note 14 – Related-Party Transactions
The Company has entered into the following transactions with related parties. Amounts are as of, and for the periods ended, June 30, 2026 and December 31, 2025 (balance sheet) or June 30, 2026 and 2025 (results of operations), as applicable.
Due from related parties - co-founder advances
The Company’s co-founder received various advances from the Company. In January 2022, the Company entered into a loan agreement with the founder under which the outstanding balance accrued interest at 1.6 % per annum. Interest earned on the advances was not material in any period presented. The net amount due from the founder was $0 and $1,389,996 as of June 30, 2026 and December 31, 2025, respectively. The advances were settled in March 2026 through the repurchase of 155,375 shares of Common Stock from the co-founder, at a price of $8.97 per share based on the Company’s most recent Regulation Crowdfunding sales price, resulting in treasury stock of $1,393,713 . No amounts were outstanding at June 30, 2026.
AFTERDREAM, Inc. - services, De Soi secured borrowing and repurchase obligation
AFTERDREAM, Inc. (“Afterdream”) is a related party because its majority owner is the Company’s Chief Executive Officer. The Company previously provided certain operational and administrative services to Afterdream and discontinued those services in connection with its pursuit of a public listing, due to regulatory considerations associated with Nasdaq listing requirements relating to businesses operating in the hemp-derived cannabinoid space.
| 14 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
In connection with the termination and settlement of those services, during 2025 the Company transferred its units of AMASS De Soi Holdings LLC to Afterdream in exchange for $400,000 in cash
and entered into a related repurchase obligation, accounted for as a secured borrowing. In June 2026, the collateral was released and the repurchase obligation was extinguished; the obligation was
$0 and $400,000 as of June 30, 2026 and December 31, 2025, respectively
. See Note 6 for a further description of these transactions
.
AFTERDREAM, Inc. - Simple Agreement for Future Equity
On June 16, 2026,
the Company entered into a Simple Agreement for Future Equity with Afterdream, as subsequently amended. As of June 30, 2026, the funded purchase amount and carrying value of the Afterdream SAFE investment was
$1,735,000 .
See Note 6 for a further description
.
Zerra Nutrition, Inc. (“HpO”)
HpO is a related party because it is controlled by Geoff McFarlane, who is the majority owner and President of Resonant, an entity the Company consolidates as a variable interest entity. The carrying value of the Company’s investment in HpO, formalized in June 2026 as a Simple Agreement for Future Equity, was
$153,331 and $78,463
as of June 30, 2026 and December 31, 2025, respectively. See Note 6 for a further description
.
Mezzanine Secured Notes - related-party holder
One
of the three Mezzanine Secured Notes was held by a related party; the related-party principal balance
(
$at December 31, 2025) was repaid in full in March 2026, and none of the accrued interest was due to a related party at either date. See Note 9 for a further description of the Mezzanine Secured Notes
.
Promissory note - greater-than-5% shareholder
In January 2025, the Company issued a promissory note with a principal balance of $1,000,000 to a shareholder holding greater than 5 % of the Company’s outstanding stock.
The note was exchanged for a convertible promissory note in February 2026 and, upon the consummation of the Direct Listing on May 20, 2026, converted into shares of Common Stock. The outstanding balance was
$0 and $1,000,000
as of June 30, 2026 and December 31, 2025, respectively. See Notes 9 and 10 for a further description of these transactions
.
Convertible notes issued to related parties
Of the $2,766,316 aggregate principal amount of Convertible Notes issued from November 2025 through March 2026, $1,822,415 was issued to related parties, including $1,000,000 to MVL Inc. (f/k/a Alchemi Project Inc.). Accrued interest due to related parties was $32,838 at March 31, 2026. Upon the consummation of the Direct Listing on May 20, 2026, all Convertible Notes, including those held by related parties, automatically converted into shares of Common Stock at a price equal to 80 % of the price paid by new investors in the qualified financing. No Convertible Notes were outstanding at June 30, 2026. See Notes 10 and 12.
| 15 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Equity transactions with related parties
During the three months ended March 31, 2026, 362,653 shares of Series B-1 Preferred Stock were issued upon the exercise of warrants by related parties for aggregate proceeds of $378,000 . Those shares converted into Common Stock upon the Direct Listing together with all other outstanding preferred stock. See Note 12.
Resonant Subholdings Inc.
Resonant is consolidated by the Company as a variable interest entity. Its majority owner and President, Geoff McFarlane, also controls HpO, and Resonant is a party to the Secured Promissory Note amendments described in Note 9.
Note 15 – Commitments and Contingencies
Lease commitments – The Company leases its Santa Maria, CA warehouse under a one-year lease renewed in January 2026, with an obligation of $42,248 per month through December 2026. The Company is currently operating without a corporate office lease. For the three months ended June 30, 2026 and 2025, the Company incurred office rent expense of $16,229 and $27,084 , respectively, and warehouse rent expense of $144,702 and $133,827 , respectively. For the six months ended June 30, 2026 and 2025, office rent expense was $29,587 and $72,472 , respectively, and warehouse rent expense was $297,871 and $344,495 , respectively. No material obligations exist on the Company’s current operating leases beyond the Santa Maria lease as of June 30, 2026.
Contingencies – The Company may be subject to pending legal proceedings and regulatory actions in the ordinary course of business. The results of such proceedings cannot be predicted with certainty, but the Company does not anticipate that the final outcome, if any, arising out of any such matters will have a material adverse effect on its business, financial condition, or results of operations.
| 16 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
Note 16 – Business Segment Information
During the second quarter of 2026, in connection with the Company becoming a
public
company and the continued growth of its functional non-alcoholic beverage business, the Company’s Chief Executive Officer, its Chief Operating Decision Maker (“CODM”), realigned
the Company’s internal management financial reporting. The Company now reports its operating results in two
,
Wine and Spirits, with the non-alcoholic businesses included within those segments
.
(such as inventory write-downs and variance, juice storage and one-off direct-listing costs) remain within segment and unallocated results in the tables that follow
.
Segment information is as follows:
For the three months ended June 30, 2026 | Wine & Spirits | Non- Alcoholic and Functional | Total segment (a) | Unallocated amounts (b) | Comparable Adjustments (c) | Consolidated | ||||||||||||||||||
Net revenues | ||||||||||||||||||||||||
Cost of net revenues | ||||||||||||||||||||||||
Gross profit, non-GAAP (d) | ||||||||||||||||||||||||
Sales and marketing | ||||||||||||||||||||||||
General and administrative | ||||||||||||||||||||||||
Impairment loss | ||||||||||||||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
For the three months ended June 30, 2025 | Wine & Spirits | Non- Alcoholic and Functional | Total segment (a) | Unallocated amounts (b) | Comparable Adjustments (c) | Consolidated | ||||||||||||||||||
Net revenues | ||||||||||||||||||||||||
Cost of net revenues | ||||||||||||||||||||||||
Gross profit, non-GAAP (d) | ||||||||||||||||||||||||
Sales and marketing | ||||||||||||||||||||||||
General and administrative | ||||||||||||||||||||||||
Impairment loss | ||||||||||||||||||||||||
Income (loss) from operations | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||
| 17 |
Amass Brands, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
For the six months ended June 30, 2026 | Wine & Spirits | Non- Alcoholic and Functional | Total segment (a) | Unallocated amounts (b) | Comparable Adjustments (c) | Consolidated | ||||||||||||||||||
Net revenues | ||||||||||||||||||||||||
Cost of net revenues | ||||||||||||||||||||||||
Gross profit, non-GAAP (d) | ||||||||||||||||||||||||
Sales and marketing | ||||||||||||||||||||||||
General and administrative | ||||||||||||||||||||||||
Impairment loss | ||||||||||||||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
For the six months ended June 30, 2025 | Wine & Spirits | Non- Alcoholic and Functional | Total segment (a) | Unallocated amounts (b) | Comparable Adjustments (c) | Consolidated | ||||||||||||||||||
Net revenues | ||||||||||||||||||||||||
Cost of net revenues | ( | ) | ||||||||||||||||||||||
Gross profit, non-GAAP (d) | ( | ) | ||||||||||||||||||||||
Sales and marketing | ||||||||||||||||||||||||
General and administrative | ||||||||||||||||||||||||
Impairment loss | ||||||||||||||||||||||||
Loss from operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
(a) | Segment amounts are derived from the Company’s entity- and brand-level general ledger reporting: the Non-Alcoholic and Functional segment reflects the Good Twin brand activity and the Amass Electrolyte entity; the Wine & Spirits segment reflects the remaining operating entities. |
(b) | Unallocated amounts include costs held in the corporate infrastructure that are not allocated to any reporting segment. |
(c) | Comparable Adjustments are determined and presented on a non-GAAP basis and are intended to reflect our current operations. For 2026 they comprise stock-based compensation and impairment losses; for 2025 they comprise bulk wine sales and related costs and storage, and stock-based compensation. |
(d) | Our presentation of gross profit is non-GAAP. Segment gross profit is reconciled to gross profit on the consolidated statement of operations with the inclusion of unallocated amounts and comparable adjustments. |
Comparable adjustments were as follows:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
Net revenues — sales of bulk wine (a) | ||||||||||||||||
Cost of net revenues — bulk wine and write-downs (a) | ||||||||||||||||
General and administrative — stock-based compensation (b) | ||||||||||||||||
General and administrative — storage on bulk wine (a) | ||||||||||||||||
Impairment loss (b) | ||||||||||||||||
Comparable adjustments, Operating loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
(a) | The Company sold and is expected to sell excess bulk wine for losses. These are not part of the Company’s regular operations and thus are excluded from the CODM’s review of the business, including related storage costs. |
(b) | The Company does not include stock-based compensation nor impairment losses in its evaluation of performance. |
| 18 |
Amass
Brands, Inc. and SubsidiariesNotes to Consolidated Financial Statements (Unaudited)
Our principal area of operation is in the U.S. Current operations for one of the spirits brands is in Mexico. Revenues are attributed to countries based on the location of the customer. Geographic data is as follows:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
Net revenues | ||||||||||||||||
U.S. | ||||||||||||||||
Non-U.S. | ||||||||||||||||
Total net revenues | $ | $ | $ | $ | ||||||||||||
Note 17 – Subsequent Events
The Company evaluated subsequent events through
August
14
, 2026, the date these financial statements were issued.
HpO SAFE – Fundings under the HpO SAFE (up to $300,000 ) continued through July 2026. See Note 6.
Streeterville warrant – Effective July 10, 2026, the Company and Streeterville entered into Amendment No. 3 to the common stock purchase warrant issued at the First Closing, reducing the exercise price from $16.00 to $1.50 per share for a period of 30 days from the effective date, after which the exercise price reverts to $16.00 per share. All other terms of the warrant remain unchanged.
See Notes 12 and 13
.
Nasdaq continued listing notices – On July 22, 2026, the Company received two notification letters from the Listing Qualifications Department of The Nasdaq Stock Market notifying the Company that, for the 30 consecutive business days from June 8, 2026 through July 21, 2026, the market value of the Company’s listed securities was below the $50,000,000 minimum required by Nasdaq Listing Rule 5450(b)(2)(A) and the market value of its publicly held shares was below the $15,000,000 minimum required by Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). The notices have no immediate effect on the listing or trading of the Common Stock. The Company has 180 calendar days, or until January 19, 2027, to regain compliance, and intends to monitor its market values and evaluate available options, including, if appropriate, applying to transfer its securities to The Nasdaq Capital Market. The Company reported the notices on a Current Report on Form 8-K filed July 27, 2026.
Series C Trigger Event – Receipt of the Nasdaq notification letters constituted a Trigger Event under the Series C Certificate of Designation. Following a Trigger Event, the Series C conversion price becomes the lesser of the Fixed Price and 90 % of the lowest daily volume-weighted average price during the ten trading days prior to conversion, subject to the $4.00 floor price.
Full Glass Side Letter Agreement – On July 29, 2026, the Company entered into a Side Letter Agreement with Full Glass Wine Co., LLC and Full Glass – Licensing, LLC that modifies and ultimately terminates the Multi-Year Wine Purchase Agreement dated February 29, 2024, replacing Full Glass – Licensing’s remaining $4.0 million inventory purchase obligation with a settlement amount of $427,000 , of which $406,000 constitutes a deposit that may, at Full Glass’s election, be applied to the redemption of the Company’s Series A Units and Common Units in Full Glass at $8.77 per unit, with or without an accompanying wine purchase. The parties exchanged mutual releases, and the Company acknowledged payoff of the Amended and Restated Secured Promissory Note dated February 29, 2024. Because the Side Letter Agreement provided additional evidence about the recoverability of the Company’s investment in Full Glass as of the balance sheet date, the Company recognized the related impairment loss of $339,283 in the three months ended June 30, 2026 (see Note 6). The Company reported the Side Letter Agreement on a Current Report on Form 8-K filed August 5, 2026. See Note 6.
Mezzanine Secured Notes – The extension of the Mezzanine Secured Notes expired in July 2026, and the notes were past due as of the date of this Report; the Company remains in discussions with the holders regarding a further extension or repayment. See Note 9.
Registration statements – The Company’s resale registration statement was declared effective on July 6, 2026, and on July 20, 2026 the Company filed a registration statement on Form S-8 registering shares issuable under the AMASS Brands Inc. 2026 Omnibus Incentive Plan.
| 19 |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes and other financial information appearing elsewhere in this Quarterly Report on Form 10-Q. Some of the information contained in this discussion and analysis, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including those factors set forth in the “Risk Factors” section of our Prospectuses dated May 18, 2026 and July 6, 2026, our actual results could differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.
This MD&A, which should be read in conjunction with our financial statements, is organized as follows: Overview: a general description of our business, which we believe is important in understanding the results of our operations, financial condition, and potential future trends. Strategy: a description of our strategy and a discussion of recent developments, and significant divestitures, acquisitions, and investments. Recent developments: a summary of the material transactions and events that occurred during, or shortly after, the three months ended June 30, 2026. Results of operations: an analysis of our results of operations presented on a business segment basis, including Adjusted EBITDA, a non-GAAP measure. Liquidity and capital resources: an analysis of our cash flows, outstanding debt, liquidity position, and commitments. Critical accounting policies and estimates: accounting policies that are considered important to our results of operations and financial condition, require significant judgment, and involve significant management estimates. Emerging Growth Company and Smaller Reporting Company Status: a discussion of our reporting status
.
Overview
We are a consumer packaged goods company focused on developing, marketing, and distributing a portfolio of premium beverage brands across the wine, spirits, and functional non-alcoholic categories with the ethos of meeting the needs of the modern day consumer. Our products are primarily sold through a three-tier system to wholesale distributors, who then sell to retailers, bars, and restaurants, as well as directly to consumers through our e-commerce platforms. Our direct-to-consumer and e-commerce channel is growing, led by our non-alcoholic brands (Good Twin, which sells through its own e-commerce store and digital marketplaces, and AMASS Electrolytes, which launched direct-to-consumer during the second quarter of 2026), and we expect to continue developing direct sales alongside our three-tier wholesale distribution. Beginning in the second quarter of 2026, we report our operating results in two segments: (i) Wine & Spirits, comprising our alcoholic wine and spirits portfolios, and (ii) Non-Alcoholic and Functional, comprising our functional non-alcoholic beverage brands Good Twin and AMASS Electrolytes. Prior-period segment information has been recast to the new basis. See Note 16 to our unaudited condensed consolidated financial statements
.
Geographic Markets
Substantially all of our net revenues are currently generated in the United States, which represents our primary market across our spirits, wine, and non-alcoholic beverage portfolios. Certain of our agave-based spirits products are produced in Mexico by our fully owned Mexican subsidiary and third-party production arrangements, but we do not currently operate material direct sales or distribution operations outside the United States.
Strategy
Our long-term strategy, customer and market environment, marketing, sales, and distribution is unchanged from the strategy described in the S-1/A. Within the Wine & Spirits segment, our wine strategy is centered on generating consistent cash flow while preserving market positioning and selectively growing key brands that drive long-term enterprise value, and our spirits strategy reflects a disciplined approach, with a near-term deprioritization in 2026 as we position the business for renewed growth in subsequent periods. In the Non-Alcoholic and Functional segment, we are investing behind Good Twin and the launch of AMASS Electrolytes to build our position in the functional non-alcoholic category. In the second quarter of 2026, we completed the Direct Listing of our common stock on the Nasdaq Global Market.
| 20 |
Recent Developments
| Direct Listing (May 20, 2026). On May 20, 2026, our common stock commenced trading on the Nasdaq Global Market under the ticker symbol “AMSS” pursuant to a direct listing registering the resale of up to 12,432,021 shares of common stock held by existing stockholders. We engaged a financial advisor in connection with the Direct Listing, as required by Nasdaq Rule 4120(c)(8) . |
| Conversion of Preferred Stock (April 2026). On April 8, 2026, concurrently with the initial public filing of our registration statement, all outstanding shares of our Series Seed, Seed-1 through Seed-5, Series A, and Series B-1 through B-3 Preferred Stock automatically converted into an aggregate of 7,483,093 shares of common stock pursuant to our Seventh Amended and Restated Certificate of Incorporation . |
· | Streeterville Series C Private Placement (April–May 2026). At the First Closing on April 8, 2026, we issued 28,125 commitment fee shares and a warrant to purchase up to 3,500,000 shares of common stock (warrant purchase price $10,000). At the Second Closing on May 20, 2026, we issued 7,000 shares of Series C Convertible Preferred Stock for $6,990,000, less a $30,000 transaction expense deduction, under the SPA (aggregate proceeds from the First and Second Closings, including the $10,000 warrant purchase price, were $7.0 million), which provides for up to $30.0 million of Series C purchases, subject to conditions. See Note 12. |
· | Conversion of Convertible Notes (May 20, 2026). Upon the Direct Listing, which constituted a qualified financing under the notes, the outstanding principal of $2.8 million plus accrued interest automatically converted into shares of common stock at 80% of the qualified-financing price, and the remaining unamortized debt discount was charged to interest expense. See Note 10 . |
· | Secured Promissory Note installments commenced (May 2026). We made the first two $50,000 monthly installments under Amendment No. 3, reducing the outstanding balance to $966,998 at June 30, 2026. |
· | De Soi collateral released (June 2026). Afterdream repaid the loan for which our De Soi investment served as collateral; the investment was returned to us, the $400,000 repurchase obligation was extinguished, and the investment is again presented as investments at fair value. See Notes 6 and 14. |
· | Afterdream SAFE (June 2026). We invested an aggregate of $1.7 million in a SAFE issued by AFTERDREAM, Inc., a related party, with a $7.5 million post-money valuation cap. See Note 6. |
· | Nasdaq continued-listing notices; Series C Trigger Event (July 2026). On July 22, 2026, we received notices from Nasdaq stating that we are not in compliance with the minimum Market Value of Listed Securities and minimum Market Value of Publicly Held Shares requirements for continued listing on the Nasdaq Global Market, with a 180-calendar-day period to regain compliance. Receipt of the notices constituted a Trigger Event under the Series C Certificate of Designation, permitting conversions of the Series C Convertible Preferred Stock at the alternate conversion price described under “Liquidity and capital resources” below. In addition, effective July 10, 2026, the exercise price of the Streeterville warrant was reduced to $1.50 per share, and the extension of the Mezzanine Secured Notes expired in July 2026, with the notes past due as of the date of this Report. See Notes 9, 13 and 17 to our unaudited condensed consolidated financial statements. |
| 21 |
Results of Operations
The following table highlights summarized components of our unaudited consolidated statements of operations for the three months ended June 30, 2026 compared to three months ended June 30, 2025:
Three months ended June 2026 | Three months ended June 2025 | Dollar Change | Percent Change | |||||||||||||
Net revenue | 5,592,744 | 5,504,832 | 87,912 | 2 | % | |||||||||||
Cost of net revenue | 4,097,195 | 3,360,279 | 736,916 | 22 | % | |||||||||||
Gross profit | 1,495,549 | 2,144,553 | (649,004 | ) | -30 | % | ||||||||||
Sales and marketing | 1,059,877 | 976,375 | 83,502 | 9 | % | |||||||||||
General and administrative | 6,054,188 | 1,917,192 | 4,136,996 | 216 | % | |||||||||||
Impairment expense | 339,283 | - | 339,283 | N/A | ||||||||||||
Total operating expenses | 7,453,348 | 2,893,567 | 4,559,781 | 158 | % | |||||||||||
Loss from operations | (5,957,799 | ) | (749,014 | ) | (5,208,785 | ) | 695 | % | ||||||||
Other income (expense) | (1,591,416 | ) | (516,409 | ) | (1,075,007 | ) | 208 | % | ||||||||
Net loss | (7,549,215 | ) | (1,265,423 | ) | (6,283,792 | ) | 497 | % | ||||||||
The following table highlights summarized components of our unaudited consolidated statements of operations for the six months ended June 30, 2026 compared to six months ended June 30, 2025:
Six months ended June 2026 | Six months ended June 2025 | Dollar Change | Percent Change | |||||||||||||
Net revenue | 9,742,087 | 9,845,375 | (103,288 | ) | -1 | % | ||||||||||
Cost of net revenue | 7,173,596 | 6,486,063 | 687,533 | 11 | % | |||||||||||
Gross profit | 2,568,491 | 3,359,312 | (790,821 | ) | -24 | % | ||||||||||
Sales and marketing | 2,027,354 | 1,969,780 | 57,574 | 3 | % | |||||||||||
General and administrative | 8,570,993 | 4,035,292 | 4,535,701 | 112 | % | |||||||||||
Impairment expense | 449,685 | - | 449,685 | N/A | ||||||||||||
Total operating expenses | 11,048,032 | 6,005,072 | 5,042,960 | 84 | % | |||||||||||
Loss from operations | (8,479,541 | ) | (2,645,760 | ) | (5,833,781 | ) | 220 | % | ||||||||
Other income (expense) | (2,111,281 | ) | (2,339,284 | ) | 228,003 | -10 | % | |||||||||
Net loss | (10,590,822 | ) | (4,985,044 | ) | (5,605,778 | ) | 112 | % | ||||||||
Comparable Adjustments
Management excludes items that affect comparability from its evaluation of the results of each operating segment as these Comparable Adjustments are not reflective of core operations of the segments. Segment operating performance and the incentive compensation of segment management are evaluated based on core segment operating loss which does not include the impact of these Comparable Adjustments.
As more fully described herein and in the related Notes, the Comparable Adjustments that impacted comparability in our segment results for each period are as follows:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
Net revenues | ||||||||||||||||
Sales of bulk wine (a) | - | - | - | 128,736 | ||||||||||||
Comparable adjustments, Net revenues | - | - | - | 128,736 | ||||||||||||
Cost of net revenues | ||||||||||||||||
Cost of sales of bulk wine (a) | - | - | - | 146,565 | ||||||||||||
Cost of write-down of unutilized wine pre-acquisition (b) | - | - | - | 168,930 | ||||||||||||
Comparable adjustments, Cost of net revenues | - | - | - | 315,495 | ||||||||||||
General and administrative | ||||||||||||||||
Stock-based compensation (c) | 226,613 | 176,916 | 447,545 | 221,464 | ||||||||||||
Storage on bulk wine (a) | - | 88,185 | - | 146,344 | ||||||||||||
Comparable adjustments, general and administrative | 226,613 | 265,101 | 447,545 | 367,808 | ||||||||||||
Impairment loss (d) | 339,283 | - | 449,685 | - | ||||||||||||
Comparable adjustments, Operating loss | (565,896 | ) | (265,101 | ) | (897,230 | ) | (554,567 | ) | ||||||||
(a) Sales from divested business unit relates to the sale of Winc.com in June 2023. All of those revenues pre-sale and associated costs are not part of our recurring business and are thus excluded from what the CODM views as regular operations, including storage costs incurred on the excess bulk wine. Operating expenses related to these revenues are also excluded from performance evaluations for the segments.
(b) The Company wrote-down inventory that was acquired as part of the Winc acquisition in 2023. When the Company sold the winc.com business, it lost its ability to sell wine unwanted on the wholesale channel through the winc.com channel. As such, excess bulk wine that was identified and written down was not considered to be a core/recurring operation for the business.
(c) The Company does not include stock-based compensation in its evaluation of performance.
(d) The Company does not include impairment loss in its evaluation of performance.
| 22 |
Business Segments
Net revenue
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 5,183,325 | 5,318,393 | (135,068 | ) | -3 | % | ||||||||||
Non-Alcoholic and Functional | 409,419 | 176,438 | 232,981 | 132 | % | |||||||||||
Unallocated amounts | - | 10,001 | (10,001 | ) | -100 | % | ||||||||||
Comparable adjustments | - | - | - | N/A | ||||||||||||
Consolidated net revenues | 5,592,744 | 5,504,832 | 87,912 | 2 | % | |||||||||||
Six months ended June 30, 2026 | Six months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 8,809,142 | 9,306,617 | (497,475 | ) | -5 | % | ||||||||||
Non-Alcoholic and Functional | 932,945 | 400,022 | 532,923 | 133 | % | |||||||||||
Unallocated amounts | - | 10,000 | (10,000 | ) | -100 | % | ||||||||||
Comparable adjustments | - | 128,736 | (128,736 | ) | -100 | % | ||||||||||
Consolidated net revenues | 9,742,087 | 9,845,375 | (103,288 | ) | -1 | % | ||||||||||
Non-Alcoholic and Functional net revenues more than doubled to $0.4 million for the second quarter of 2026 (up 132% from $0.2 million in the prior-year quarter), and grew 133% to $0.9 million for the six-month period, driven by continued growth of Good Twin (including expanded direct-to-consumer volume) and the launch of AMASS Electrolytes, which generated its first revenues in the second quarter of 2026
.
Wine & Spirits net revenues declined 3% for the second quarter of 2026 and 5% for the six-month period, reflecting continued portfolio optimization in the wine portfolio and the near-term deprioritization of certain legacy spirits products, partially offset by growth in Calirosa. We believe this optimization will better utilize working capital and allow for more stable growth in future periods, as marketing resources and focus can be more directed to the brands we have higher conviction behind
.
The decline in comparable adjustments for the six-month period is due to the absence in 2026 of bulk wine sales associated with the divested Winc.com business.
Core brands
We manage our portfolio around a small number of priority core brands (Summer Water, Pizzolato MUSE, Good Twin and AMASS Electrolytes), where we concentrate marketing investment and distribution focus, and a broader set of other brands that we manage for cash flow and selective growth. Net revenues by brand grouping were as follows
:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Core brands | 3,949,497 | 3,527,940 | 421,557 | 12 | % | |||||||||||
Other brands | 1,754,310 | 1,924,239 | (169,929 | ) | -9 | % | ||||||||||
Discontinued brands | 151,218 | 208,195 | (56,977 | ) | -27 | % | ||||||||||
Revenue attributable to brands | 5,855,025 | 5,660,374 | 194,651 | 3 | % | |||||||||||
Trade spend and other amounts not attributed to a brand | (262,281 | ) | (155,542 | ) | (106,739 | ) | 69 | % | ||||||||
Consolidated net revenues | 5,592,744 | 5,504,832 | 87,912 | 2 | % | |||||||||||
| 23 |
Six months ended June 2026 | Six months ended June 2025 | Dollar Change | Percent Change | |||||||||||||
Core brands | 6,443,873 | 5,782,440 | 661,433 | 11 | % | |||||||||||
Other brands | 3,390,388 | 3,700,600 | (310,212 | ) | -8 | % | ||||||||||
Discontinued brands | 299,858 | 623,366 | (323,508 | ) | -52 | % | ||||||||||
Brand-level net revenues | 10,134,119 | 10,106,406 | 27,713 | 0 | % | |||||||||||
Trade spend and other amounts not attributed to a brand | (392,032 | ) | (261,031 | ) | (131,001 | ) | 50 | % | ||||||||
Consolidated net revenues | 9,742,087 | 9,845,375 | (103,288 | ) | -1 | % | ||||||||||
Net revenues from our core brands grew 12% for the three months and 11% for the six months ended June 30, 2026, and represented 67% of revenue attributable to brands for the second quarter of 2026 compared with 62% in the prior-year quarter. Pizzolato MUSE and Good Twin drove the increase, together with the launch of AMASS Electrolytes, partially offset by Summer Water, which reflects the timing of seasonal shipments. Other brands declined 9% for the quarter and 8% for the six-month period, driven primarily by Biokult, whose sales were disrupted by an inventory quality issue affecting product received at distributors, which resulted in returns and distributor billbacks, together with lower volume across the balance of the imported portfolio and the legacy AMASS wine and spirits labels, partially offset by growth in Calirosa and the launch of the Pizzolato non-alcoholic spritz line. Discontinued brands declined 27% and 52%, consistent with the portfolio optimization described under “Strategy” above, which deprioritized our spirits portfolio and certain legacy wine labels. Beginning with this Report we separately present discontinued brands (Gem&Bolt and the wine labels we have exited or are winding down, including the remaining Winc-legacy labels) so that the performance of the continuing other-brand portfolio is visible. As our core and priority brands become a larger share of total revenue, we expect revenue to become more capital efficient.
Trade spend and other amounts not attributed to a brand consist of trade spend (promotional allowances, distributor billbacks and chargebacks, and similar payments and credits to distributors and retailers that are recorded as reductions of revenue), together with other revenue adjustments that are recorded after the initial sale and are not attributed to an individual brand in our general ledger; they are presented as a single reconciling line rather than allocated to the brand groupings above. These amounts increased 69% to $0.3 million for the second quarter of 2026 and 50% to $0.4 million for the six-month period, reflecting expanded promotional programming behind wholesale placements for our core brands, deductions associated with the discounted sell-through of slower-moving inventory described under “Gross profit, non-GAAP” below, and approximately $0.1 million of nonrecurring distributor chargebacks and reconciliation items ($0.2 million for the six-month period); excluding these nonrecurring items, trade spend was approximately flat year over year.
Channel mix — direct-to-consumer and e-commerce
Three months ended June 2026 | Three months ended June 2025 | Six months ended June 2026 | Six months ended June 2025 | |||||||||||||
Direct-to-consumer and e-commerce | 178,125 | 30,699 | 327,538 | 77,997 | ||||||||||||
Wholesale and other | 5,414,619 | 5,474,133 | 9,414,549 | 9,767,378 | ||||||||||||
Consolidated net revenues | 5,592,744 | 5,504,832 | 9,742,087 | 9,845,375 | ||||||||||||
Direct-to-consumer and e-commerce net revenues increased to $0.2 million for the second quarter of 2026 from $31 thousand in the prior-year quarter, and to $0.3 million from $0.1 million for the six-month period. All of our direct-to-consumer and e-commerce net revenues for the three and six months ended June 30, 2026 related to non-alcoholic products: Good Twin, which sells through its own e-commerce store and through digital marketplaces, and AMASS Electrolytes, which launched direct-to-consumer in the second quarter of 2026. AMASS Electrolytes also commenced wholesale distribution during the quarter; those sales are presented within wholesale and other. The prior-year periods included a
negligible
amount of alcoholic direct-to-consumer revenue. We no longer sell alcoholic products through this channel. While direct-to-consumer remains a small share of consolidated net revenues, it carries a direct customer relationship and is a channel we expect to continue developing alongside our three-tier wholesale distribution.
| 24 |
Gross profit, non-GAAP
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 1,420,712 | 2,073,269 | (652,557 | ) | -31 | % | ||||||||||
Non-Alcoholic and Functional | 74,837 | 61,283 | 13,554 | 22 | % | |||||||||||
Unallocated amounts | - | 10,001 | (10,001 | ) | -100 | % | ||||||||||
Comparable adjustments | - | - | - | N/A | ||||||||||||
Consolidated gross profit | 1,495,549 | 2,144,553 | (649,004 | ) | -30 | % | ||||||||||
Six months ended June 30, 2026 | Six months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 2,358,767 | 3,400,288 | (1,041,521 | ) | -31 | % | ||||||||||
Non-Alcoholic and Functional | 209,724 | 135,733 | 73,991 | 55 | % | |||||||||||
Unallocated amounts | - | 10,050 | (10,050 | ) | -100 | |||||||||||
Comparable adjustments | - | (186,759 | ) | 186,759 | N/M | |||||||||||
Consolidated gross profit | 2,568,491 | 3,359,312 | (790,821 | ) | -24 | % | ||||||||||
Our presentation of gross profit is non-GAAP. Segment gross profit is reconciled to gross profit on the consolidated statement of operations with the inclusion of unallocated amounts and comparable adjustments.
Wine & Spirits gross profit, non-GAAP decreased 31% to $1.4 million (27.4% of segment net revenues) for the second quarter of 2026 from $2.1 million (39.0% of segment net revenues) for the second quarter of 2025. The largest drivers of the decline were deliberate, largely one-time actions we took to convert slower-moving inventory to cash and to rationalize the portfolio. First, we cleared slower-moving finished goods at a discount: the sale of Calirosa Añejo to a discount grocery retailer generated a gross loss, and other below-cost clearance sales added approximately $32,000 of gross loss in the quarter. Second, we recognized inventory obsolescence and write-down charges of approximately $0.1 million in the second quarter of 2026 (approximately $0.3 million for the six-month period) as we continued to clear wine inventory associated with brand rationalization and with the bulk wine and finished goods remaining from the sale of the Winc direct-to-consumer business. In addition to these items, recurring cost pressures also weighed on margin: tariffs on imported wine increased landed product cost, and freight rates rose over the prior-year period, together compressing margin on imported brands. The balance of the decline reflects unfavorable inventory variances and brand mix.
Non-Alcoholic and Functional gross profit, non-GAAP was $75 thousand (18.3% of segment net revenues) for the second quarter of 2026, compared with $61 thousand (34.7% of segment net revenues) for the second quarter of 2025; gross profit dollars grew with the revenue base while margin compressed. The compression is concentrated in Good Twin, where tariffs on imported product increased landed cost and we used expedited modes of freight to keep the brand in stock through a period of rapid growth, which increased costs. We expect these pressures to moderate as freight and inventory positions normalize.
| 25 |
Gross margin, non-GAAP, by channel
Gross margin by channel, on the same basis as the channel revenue table above, was as follows. Channel gross margins reflect costs directly attributable to each channel; inventory write-down and variance charges, which are not attributable to a specific channel, are presented separately:
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
Direct-to-consumer and e-commerce gross profit | 29,798 | 9,419 | 39,096 | 39,852 | ||||||||||||
Gross margin | 16.7 | % | 30.7 | % | 11.9 | % | 51.1 | % | ||||||||
Wholesale and other gross profit | 1,836,866 | 2,134,260 | 3,028,084 | 3,496,031 | ||||||||||||
Gross margin | 33.9 | % | 39.0 | % | 32.2 | % | 35.8 | % | ||||||||
Inventory write-downs and other costs not attributed to a channel | (371,115 | ) | 874 | (498,689 | ) | (176,571 | ) | |||||||||
Total gross profit | 1,495,549 | 2,144,553 | 2,568,491 | 3,359,312 | ||||||||||||
Direct-to-consumer and e-commerce gross margin was 16.7% for the second quarter of 2026 compared with 30.7% in the prior-year quarter, and 11.9% for the six-month period compared with 51.1%. The decline principally reflects outbound parcel freight (the recurring weekly e-commerce shipping cost for Good Twin and AMASS Electrolytes, which ran approximately 44% of direct-to-consumer net revenues in the quarter), together with tariffs on imported product; prior-year margins also reflect a very small revenue base. Wholesale and other gross margin was 33.9% for the second quarter of 2026 compared with 39.0% in the prior-year quarter, and 32.2% for the six-month period compared with 35.8%, reflecting the tariff, freight and clearance-sale dynamics described above.
Product margin, non-GAAP, by brand grouping
Product margin for the brand groupings presented under “Core brands” above, on the same item-level basis as the revenue attributable to brands table, with trade spend and cost of net revenues that are recorded in our general ledger without reference to a specific item (including outbound freight, third-party logistics and fulfillment fees, warehouse labor, excise taxes, and inventory write-down and variance charges) presented as a single reconciling line, was as follows:
Three ended June 2026 | Three ended June 2025 | Six months ended June 2026 | Six months ended June 2025 | |||||||||||||
Core brands product margin | 1,726,868 | 1,583,753 | 2,682,180 | 2,477,215 | ||||||||||||
Product margin percentage | 43.7 | % | 44.9 | % | 41.6 | % | 42.8 | % | ||||||||
Other brands product margin | 493,430 | 735,350 | 716,660 | 1,417,716 | ||||||||||||
Product margin percentage | 28.1 | % | 38.2 | % | 21.1 | % | 38.3 | % | ||||||||
Discontinued brands product margin | 21,430 | 72,779 | 79,154 | 126,919 | ||||||||||||
Product margin percentage | 14.2 | % | 35.0 | % | 26.4 | % | 20.4 | % | ||||||||
Trade spend and costs not attributed to individual items | (746,179 | ) | (247,329 | ) | (909,503 | ) | (662,538 | ) | ||||||||
Total gross profit | 1,495,549 | 2,144,553 | 2,568,491 | 3,359,312 | ||||||||||||
Core brands carried a 43.7% product margin for the second quarter of 2026 (44.9% in the prior-year quarter) and 41.6% for the six-month period, while continuing other brands declined to 28.1% from 38.2% for the quarter (reflecting the Biokult disruption, tariffs and the clearance activity described above), and discontinued brands ran at 14.2% as they wind down. The margin pressure on the portfolio is therefore concentrated in the brands we are deprioritizing, while the core brands we are investing behind held their margin profile. The reconciling line reflects where these costs are recorded rather than a judgment that they do not relate to our brands: because they are recorded without item-level detail, they are not allocated to the brand groupings even where they are associated with particular brands. In particular, the line includes the outbound parcel freight and third-party fulfillment costs of our direct-to-consumer channel, which support our non-alcoholic core brands (Good Twin and AMASS Electrolytes); these costs are presented, together with the net revenues they support, in the direct-to-consumer and e-commerce gross profit discussion above.
Management uses product margin to evaluate the underlying unit economics of the brand portfolio and to guide marketing investment and distribution focus among brand groupings, because it isolates item-level profitability from shared fulfillment, logistics and other costs that are managed at the consolidated level. Because product margin excludes these recurring costs, it is not a measure of overall profitability and should not be considered a substitute for gross profit or gross margin determined in accordance with GAAP.
To reduce repetition across our non-GAAP presentations, we present adjusted gross profit and adjusted gross margin within this gross profit discussion. The following bridge presents consolidated gross profit excluding the cost-of-revenue items that are included in the Adjusted EBITDA adjustments described under “Adjusted EBITDA” below (inventory write-downs and variance and bulk wine, net). Adjusted gross margin is computed on consolidated net revenues without adjustment. These measures are non-GAAP; the adjustment amounts agree to the corresponding lines of the Adjusted EBITDA reconciliation.
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 | |||||||||||||
Consolidated gross profit | 1,495,549 | 2,144,553 | 2,568,491 | 3,359,312 | ||||||||||||
Gross margin | 26.7 | % | 39.0 | % | 26.4 | % | 34.1 | % | ||||||||
Inventory write-downs and variance, net | 140,577 | - | 268,152 | 168,930 | ||||||||||||
Bulk wine, net | - | - | - | 17,829 | ||||||||||||
Adjusted gross profit, non-GAAP | 1,636,126 | 2,144,553 | 2,836,643 | 3,546,071 | ||||||||||||
Adjusted gross margin | 29.3 | % | 39.0 | % | 29.1 | % | 36.0 | % | ||||||||
On this adjusted basis, gross margin was 29.3% for the second quarter of 2026 compared with 39.0% for the prior-year quarter, and 29.1% for the six-month period compared with 36.0% in the prior year. The residual decline reflects: tariffs on imported wine and elevated freight rates; the discounted sell-through of slower-moving finished goods to convert inventory to cash, including the sale of Calirosa Añejo to a discount grocery retailer and other clearance sales made at little or no margin; the increase in trade spend, including the nonrecurring Biokult billbacks described above; and brand and channel mix.
| 26 |
Sales and marketing
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 773,713 | 943,782 | (170,069 | ) | -18 | % | ||||||||||
Non-Alcoholic and Functional | 207,446 | 31,973 | 175,473 | 549 | % | |||||||||||
Unallocated amounts | 78,718 | 620 | 78,098 | 12596 | % | |||||||||||
Comparable adjustments | - | - | - | N/A | ||||||||||||
Consolidated sales and marketing | 1,059,877 | 976,375 | 83,502 | 9 | % | |||||||||||
Six months ended June 30, 2026 | Six months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 1,495,438 | 1,840,388 | (344,950 | ) | -19 | % | ||||||||||
Non-Alcoholic and Functional | 415,168 | 117,686 | 297,482 | 253 | % | |||||||||||
Unallocated amounts | 116,748 | 11,706 | 105,042 | 897 | % | |||||||||||
Comparable adjustments | - | - | - | N/A | ||||||||||||
Consolidated sales and marketing | 2,027,354 | 1,969,780 | 57,574 | 3 | % | |||||||||||
Sales and marketing expense, which includes the payroll costs of our sales, marketing and digital teams, was $1.1 million for the second quarter of 2026, an increase of 9% over the prior-year quarter, and $2.0 million for the six-month period, an increase of 3%. Non-Alcoholic and Functional sales and marketing expense increased to $0.4 million for the six months ended June 30, 2026 from $0.1 million in the prior-year period, reflecting deliberate investment behind Good Twin and the AMASS Electrolytes launch, including increased digital media spend. Wine & Spirits sales and marketing expense of $1.5 million for the six-month period decreased 19% year-over-year, reflecting tighter discipline around trade and promotional spend, which partially offset the Non-Alcoholic and Functional investment.
General and administrative
Three months ended 2026 | Three months ended 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 921,103 | 1,003,169 | (82,066 | ) | -8 | % | ||||||||||
Non-Alcoholic and Functional | 178,845 | 32,970 | 145,875 | 442 | % | |||||||||||
Unallocated amounts | 4,727,627 | 615,952 | 4,111,675 | 668 | % | |||||||||||
Comparable adjustments | 226,613 | 265,101 | (38,488 | ) | -15 | % | ||||||||||
Consolidated general and administrative | 6,054,188 | 1,917,192 | 4,136,996 | 216 | % | |||||||||||
Six months ended 2026 | Six months ended 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | 1,750,715 | 2,386,219 | (635,504 | ) | -27 | % | ||||||||||
Non-Alcoholic and Functional | 324,748 | 99,981 | 224,767 | 225 | % | |||||||||||
Unallocated amounts | 6,047,985 | 1,181,284 | 4,866,701 | 412 | % | |||||||||||
Comparable adjustments | 447,545 | 367,808 | 79,737 | 22 | % | |||||||||||
Consolidated general and administrative | 8,570,993 | 4,035,292 | 4,535,701 | 112 | % | |||||||||||
Consolidated G&A expense increased $4.1 million, or 216%, for the second quarter of 2026 versus the prior-year quarter, and $4.5 million, or 112%, for the six-month period. The increase was concentrated in unallocated corporate costs associated with becoming a public company: for the six months ended June 30, 2026, legal expenses of $0.6 million (substantially all incurred in the second quarter), other professional fees of $3.4 million (including $1.9 million of Direct Listing advisory fees settled in shares of Common Stock), investor and public relations fees of $0.5 million, and accounting and tax services of $0.2 million, together with $0.4 million of stock-based compensation (a Comparable Adjustment) and $0.7 million of advisory share-based expense recognized in the first quarter. Segment G&A declined in the Wine & Spirits segment on headcount actions and shared-service consolidation, while Non-Alcoholic and Functional G&A grew with the build-out of the AMASS Electrolytes business.
Research and development
We did not have material research and development costs in the three or six months ended June 30, 2026 or June 30, 2025.
Impairment
In the second quarter of 2026, we recognized a $0.3 million impairment of our investment in Full Glass in connection with the Side Letter Agreement described in Notes 6 and 17 to our unaudited condensed consolidated financial statements. The six-month 2026 period also includes the $0.1 million first-quarter impairment charge on intangible assets associated with our Gem&Bolt acquisition. Both charges are treated as Comparable Adjustments; no impairment was recognized in 2025.
| 27 |
Operating loss
Three months ended June 2026 | Three months ended June 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | (274,104 | ) | 126,318 | (400,422 | ) | N/M | ||||||||||
Non-Alcoholic and Functional | (311,454 | ) | (3,660 | ) | (307,794 | ) | 8410 | % | ||||||||
Unallocated amounts | (4,806,345 | ) | (606,571 | ) | (4,199,774 | ) | 692 | % | ||||||||
Comparable adjustments | (565,896 | ) | (265,101 | ) | (300,795 | ) | 113 | % | ||||||||
Consolidated operating loss | (5,957,799 | ) | (749,014 | ) | (5,208,785 | ) | 695 | % | ||||||||
Six months ended June 2026 | Six months ended June 2025 | Dollar Change | Percent Change | |||||||||||||
Wine & Spirits | (887,386 | ) | (826,319 | ) | (61,067 | ) | 7 | % | ||||||||
Non-Alcoholic and Functional | (530,192 | ) | (81,934 | ) | (448,258 | ) | 547 | % | ||||||||
Unallocated amounts | (6,164,733 | ) | (1,182,940 | ) | (4,981,793 | ) | 421 | % | ||||||||
Comparable adjustments | (897,230 | ) | (554,567 | ) | (342,663 | ) | 62 | % | ||||||||
Consolidated operating loss | (8,479,541 | ) | (2,645,760 | ) | (5,833,781 | ) | 220 | % | ||||||||
Consolidated loss from operations widened $5.2 million year-over-year for the second quarter and $5.8 million for the six-month period, driven principally by unallocated corporate G&A associated with the Direct Listing, as discussed under “General and Administrative” above. Wine & Spirits segment results moved from operating income of $0.1 million in the second quarter of 2025 to an operating loss of $0.3 million in the second quarter of 2026 on the lower gross profit described above. Non-Alcoholic and Functional segment operating loss widened to $0.3 million for the second quarter of 2026 (from approximately break-even), reflecting the sales and marketing investment behind Good Twin and the AMASS Electrolytes launch ahead of the revenue those investments are intended to build. The increase in unallocated amounts (corporate costs not attributed to either segment) accounted for $4.2 million of the $5.2 million increase in consolidated operating loss for the quarter and $5.0 million of the $5.8 million increase for the six-month period, principally the public-company and Direct Listing-related costs described under “General and administrative” above.
Adjusted EBITDA, non-GAAP
In addition to our results determined in accordance with U.S. GAAP, we use Adjusted EBITDA, a non-GAAP financial measure, to evaluate our operating performance. We define Adjusted EBITDA as net loss before interest, income taxes, depreciation and amortization, further adjusted for a fixed set of add-backs: one-off deal and direct-listing costs; stock-based compensation; stock-settled banker fees; impairment and bad debt, net; inventory write-downs and variance; juice storage; merchant and factoring fees; the net results of bulk wine and of the divested business unit; loss on contracts; and one-time credits, which are deducted. Recurring public-company operating costs (including annual exchange listing fees, directors' and officers' insurance, incremental headcount and ongoing investor-relations costs) are not added back and remain in Adjusted EBITDA.
We present Adjusted EBITDA because management uses it to evaluate operating performance and allocate resources, and because we believe it assists investors in comparing our operating performance across periods by removing items that are non-cash, non-recurring, or not indicative of our ongoing operations. Adjusted EBITDA has limitations as an analytical tool: it excludes interest expense on indebtedness we are obligated to service, it excludes depreciation and amortization of assets that will need to be replaced, and other companies may calculate similarly titled measures differently, limiting comparability. Adjusted EBITDA should be considered in addition to, and not as a substitute for or superior to, net loss or any other measure determined in accordance with U.S. GAAP. The following table reconciles net loss, the most directly comparable GAAP measure, to Adjusted EBITDA:
Three months ended June 2026 | Three months ended June 2025 | Six months ended June 2026 | Six months ended June 2025 | |||||||||||||
Net loss | (7,549,215 | ) | (1,265,423 | ) | (10,590,822 | ) | (4,985,044 | ) | ||||||||
Interest expense | 1,337,046 | 491,992 | 1,791,902 | 2,036,252 | ||||||||||||
Interest income | - | (27,752 | ) | (3,709 | ) | (34,235 | ) | |||||||||
Provision for income taxes | - | - | - | - | ||||||||||||
Depreciation and amortization | 132,387 | 184,868 | 269,607 | 335,137 | ||||||||||||
EBITDA | (6,079,782 | ) | (616,315 | ) | (8,533,022 | ) | (2,647,890 | ) | ||||||||
One-off deal and direct-listing costs | 1,378,365 | - | 1,398,365 | - | ||||||||||||
Write-off of deferred offering costs | 514,313 | - | 514,313 | - | ||||||||||||
Stock-based compensation | 226,613 | 176,916 | 447,545 | 221,464 | ||||||||||||
Impairment loss and bad debt, net | 339,283 | 34,114 | 467,548 | (10,298 | ) | |||||||||||
Change in fair value of derivative liabilities | (236,969 | ) | - | (187,753 | ) | - | ||||||||||
Change in fair value of SAFEs | 10,635 | - | 21,062 | - | ||||||||||||
Stock-settled banker and advisory fees | 1,938,141 | - | 2,631,800 | - | ||||||||||||
Bulk wine, net | - | - | - | 17,829 | ||||||||||||
Inventory write-downs and variance, net | 140,577 | - | 268,152 | 168,930 | ||||||||||||
Juice storage | 30,179 | 98,652 | (3,512 | ) | 548,739 | |||||||||||
Merchant and factoring fees | 4,561 | 16,605 | 24,935 | 22,021 | ||||||||||||
One-time credits, net | - | - | (111,863 | ) | - | |||||||||||
Total adjustments | 4,345,698 | 326,287 | 5,470,592 | 968,685 | ||||||||||||
Adjusted EBITDA | (1,734,084 | ) | (290,028 | ) | (3,062,430 | ) | (1,679,205 | ) | ||||||||
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Adjusted EBITDA was $(1.7) million for the second quarter of 2026, compared with $(0.3) million for the second quarter of 2025, and $(3.1) million for the six months ended June 30, 2026 compared with $(1.7) million for the prior-year period. The decline principally reflects the lower gross profit discussed above together with higher ongoing public-company operating costs (annual exchange listing fees, directors’ and officers’ insurance, incremental headcount and ongoing investor-relations costs), which are not added back. One-off deal and direct-listing costs for the second quarter of 2026 comprise the placement agent cash fee ($
0.8 million) and direct-listing legal fees ($
0.6 million
); the six-month amount also includes the initial Nasdaq listing payment. Investor- and public-relations costs are not added back and remain in Adjusted EBITDA. Stock-settled banker and advisory fees comprise the $
1
.9 million
of Direct Listing advisory fees settled in shares during the second quarter and, for the six-month period, also the $
0.7 million s
tock-settled placement agent fee recognized in the first quarter.
Other income (expense)
Three months ended June 30, 2026 | Three months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Interest income | - | 27,752 | (27,752 | ) | -100 | % | ||||||||||
Interest expense | (1,337,046 | ) | (491,992 | ) | (845,054 | ) | 172 | % | ||||||||
Change in fair value of derivative liabilities | 236,969 | - | 236,969 | N/A | ||||||||||||
Change in fair value of SAFEs | (10,635 | ) | - | (10,635 | ) | N/A | ||||||||||
Other income (expense), net | (480,704 | ) | (52,169 | ) | (428,535 | ) | N/M | |||||||||
Consolidated other income (expense) | (1,591,416 | ) | (516,409 | ) | (1,075,007 | ) | 208 | % | ||||||||
Six months ended June 30, 2026 | Six months ended June 30, 2025 | Dollar Change | Percent Change | |||||||||||||
Interest income | 3,709 | 34,235 | (30,526 | ) | -89 | % | ||||||||||
Interest expense | (1,791,902 | ) | (2,036,252 | ) | 244,350 | -12 | % | |||||||||
Change in fair value of derivative liabilities | 187,753 | - | 187,753 | N/A | ||||||||||||
Change in fair value of SAFEs | (21,062 | ) | - | (21,062 | ) | N/A | ||||||||||
Other income (expense), net | (489,779 | ) | (337,267 | ) | (152,512 | ) | N/M | |||||||||
Consolidated other income (expense) | (2,111,281 | ) | (2,339,284 | ) | 228,003 | -10 | % | |||||||||
Total other expense was $(1.6) million for the second quarter of 2026 versus $(0.5) million for the prior-year quarter. Interest expense of $1.3 million for the second quarter of 2026 includes the noncash write-off of the remaining unamortized discount on the Convertible Notes (approximately $1.0 million) upon their automatic conversion at the Direct Listing, partially offset by a $0.2 million gain from the change in fair value of derivative liabilities settled in connection with the conversion. For the six-month period, total other expense improved $0.2 million year-over-year, as the prior-year period included interest and late-fee charges on the Secured Promissory Note prior to its restructuring. Other income (expense), net also improved year-over-year, as the prior-year periods included losses on sales of securities at fair value.
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Liquidity and Capital Resources
Sources of Liquidity
We have historically funded our operations through issuances of stock, credit facilities, term loans, revenue producing activities, convertible debt, and SAFE agreements. During the second quarter of 2026, we received $7.0 million in aggregate from the issuance of Series C Convertible Preferred Stock and the associated warrant across the First and Second Closings (before a $30,000 transaction expense deduction) under the Streeterville SPA, and our Convertible Notes (aggregate principal of $2.8 million plus accrued interest) converted into common stock, eliminating that indebtedness. As of June 30, 2026, we had cash and cash equivalents of $1.6 million, and the outstanding balance under our ABL was $3.8 million against a maximum credit of $5.0 million (subject to borrowing-base availability).
Based on our recurring losses from operations incurred since inception, expectation of continuing operating losses for the foreseeable future, and the need to raise additional capital to finance our future operations, we have concluded that there is substantial doubt regarding our ability to continue as a going concern within one year after the date of these financial statements.
Cash Flows
Six months ended June 2026 | Six months ended June 2025 | Dollar Change | ||||||||||
Net cash used in operating activities | (6,131,553 | ) | (1,346,544 | ) | (4,785,009 | ) | ||||||
Net cash (used in) provided by investing activities | (1,790,310 | ) | 753,117 | (2,543,427 | ) | |||||||
Net cash provided by financing activities | 8,667,418 | 806,972 | 7,860,446 | |||||||||
Net increase in cash | 745,555 | 213,545 | 532,010 | |||||||||
Operating activities. Net cash used in operating activities was $6.1 million for the six months ended June 30, 2026, compared with $1.3 million for the prior-year period. The increase in operating cash use reflects the higher net loss, a $1.7 million increase in accounts receivable, a $0.6 million increase in inventory, and a $0.3 million increase in prepaid expenses and other current assets, partially offset by a $1.4 million increase in accounts payable.
Investing activities. Net cash used in investing activities was $1.8 million for the six months ended June 30, 2026, driven by $1.8 million of purchases of related-party investments (the Afterdream and HpO SAFEs), compared with $0.8 million provided in the prior-year period (which included $0.5 million of proceeds from investment sales and $0.3 million from notes receivable).
Financing activities. Net cash provided by financing activities was $8.7 million for the six months ended June 30, 2026, driven by the $7.0 million Series C issuance, $1.4 million of convertible note proceeds received in the first quarter, $0.9 million of warrant and option exercises, and $0.5 million of net ABL draws, partially offset by $0.5 million of offering costs paid in cash, $0.2 million of debt repayments and the $0.4 million settlement of the repurchase obligation.
Streeterville Capital Prepaid Preferred Purchase
Under the SPA, subsequent purchases of Series C Convertible Preferred Stock (up to the $30.0 million commitment) are at our election during the two-year commitment period, subject to conditions including minimum market capitalization, outstanding-balance limits, minimum median and average daily trading volumes, stockholder-equity thresholds, trading-price conditions relative to the Floor Price, and an effective registration statement. Conversions are initially at a fixed price based on the Nasdaq listing valuation and, after the earlier of 180 days post-listing or specified trigger events (a Trigger Event occurred in July 2026 in connection with the Nasdaq notices described under “Recent Developments” above; see Note 17), at an alternate price equal to the lower of the fixed price and 90% of the lowest daily VWAP in the ten trading days prior to conversion, subject to a floor. We believe this facility will enhance near-term liquidity but will also result in dilution to existing stockholders and could constrain other financing alternatives.
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Future funding requirements
We anticipate that we will continue to incur net losses for the foreseeable future. As of December 31, 2025, we had $0.8 million in cash and cash equivalents. During the six months ended June 30, 2026, we received $7.0 million from the Series C issuance, $1.4 million from convertible notes (first quarter), and $0.9 million from warrant and option exercises. As of June 30, 2026 we had $1.6 million in cash and cash equivalents. We do not believe that our existing cash and cash equivalents, together with availability under the Streeterville facility and our ABL, will be sufficient to fund our operating plan for the twelve months following the issuance of this Report, and we will require additional capital; see the going-concern discussion below and in Note 2 to our unaudited condensed consolidated financial statements.
Our ability to continue as a going concern for the next twelve months is dependent upon our ability to generate sufficient cash flows from operations to meet our obligations, which we have not been able to accomplish to date, and/or to obtain additional working capital through equity or debt financings, refinancings or extensions of existing obligations, or reductions in operating costs.
Material cash requirements
Our material cash requirements consist primarily of debt obligations, amounts due under SAFEs upon triggering events, leases and licensing fees, payables to inventory suppliers, and payables for professional services. The table below summarizes our material cash requirements as of June 30, 2026, separated between short-term (within the next twelve months) and long-term (thereafter):
Category | Next 12 Months | Thereafter | Total | |||||||||
Secured credit facility principal and interest (1) | $ | 3,789 | $ | — | $ | 3,789 | ||||||
Other debt principal and interest (2) | 3,226 | 177 | 3,403 | |||||||||
SAFEs and convertible instruments (3) | — | 541 | 541 | |||||||||
Leases and licensing fees (4) | 253 | — | 253 | |||||||||
Supplier payables (5) | 6,125 | — | 6,125 | |||||||||
Professional service payables (6) | 3,494 | — | 3,494 | |||||||||
Total material cash requirements | $ | 16,887 | $ | 718 | $ | 17,605 | ||||||
(amounts in thousands)
Note: Amounts reflect contractual obligations and known commitments as of June 30, 2026 and do not include discretionary operating expenditures.
(1) Represents scheduled principal and interest payments under our credit facility, assuming renewal of the credit facility in the ordinary course consistent with historical practice. Amounts are based on contractual repayment terms in effect as of the reporting date and do not reflect potential acceleration resulting from covenant breaches or events of default.
(2) Represents scheduled principal and interest payments under our other indebtedness based on contractual terms in effect as of the reporting date, including the Secured Promissory Note installments under Amendment No. 3. The amounts presented do not reflect potential acceleration, extensions, refinancings, or other modifications that management may pursue.
(3) Our SAFEs and convertible instruments do not require scheduled cash repayment and are generally convertible into equity upon the occurrence of a qualifying financing, liquidity event, or other specified triggering events. As a result, no cash payments are reflected in the short-term column; amounts presented in the long-term column reflect potential settlement amounts only in the event that conversion does not occur.
(4) Represents the $42,248 monthly obligation under the Santa Maria warehouse lease through December 2026. We do not have any other material leases or licensing fees.
(5) Represents payables to various suppliers throughout our supply chain. Management continues to negotiate settlements and extended payment plans with certain vendors, including the conversion of a portion of outstanding payables into term debt.
(6) Represents payables to various professional service providers related primarily to legal and transaction services, including amounts payable to our direct-listing legal counsel, which management intends to negotiate and settle over the next several years through a combination of negotiated reductions and conversions to equity.
Contractual Obligations and Commitments — the Full Glass supplier contracts were amended subsequent to quarter-end by the Full Glass Side Letter Agreement dated July 29, 2026, described in Note 17. Bulk wine contracts are otherwise unchanged in substance from the disclosure in our Q1 2026 Form 10-Q, except as described in Notes 6 and 17.
Critical Accounting Policies
Fair Value Option
ASC 825, Financial Instruments (ASC 825), allows for entities to elect the “fair value option,” which permits entities to choose, at specified election dates, to measure eligible financial assets and financial liabilities at fair value. The decision to elect the fair value option is: (a) applied on an instrument-by-instrument basis (except as delineated within the guidance of ASC 825); (b) irrevocable, unless a new election date occurs; and (c) applied to an entire instrument. The Company has elected the fair value option on its equity investment in De Soi, Inc. (“De Soi”). Management determined to elect the fair value option on these investments in order to provide more useful information to the shareholders regarding the performance of its investment.
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Business combinations
The Company accounts for business combinations under ASC 805, Business Combinations, which requires that the assets acquired and the liabilities assumed be recorded at the date of acquisition at their respective fair value and that direct costs of acquisitions be expensed as they are incurred. The excess purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.
Inventory
Inventories are stated at the lower of cost or net realizable value using the first-in, first-out (FIFO) method and consist of components, finished goods, and products in transit from the Company’s suppliers. Costs of finished goods inventories include all costs incurred to bring inventory to its current condition, including inbound freight and duties. If the Company determines that the estimated net realizable value of its inventory is less than the carrying value of such inventory, it records a charge to cost of net revenues to reflect the lower of cost or net realizable value. If actual market conditions are less favorable than those projected by the Company, further adjustments may be required that would increase the cost of goods sold in the period in which such a determination was made.
Impairment of long-lived assets
The Company accounts for the impairment and disposition of long-lived assets in accordance with ASC Subtopic 360-10-35, Property, Plant, and Equipment – Overall – Subsequent Measurement (ASC 360). In accordance with ASC 360, the Company reviews its long-lived assets, including finite-lived intangible assets, for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company measures recoverability of assets to be held and used by comparing the carrying amount of an asset to future undiscounted net cash flows that it expects the asset to generate. When an asset is determined to be impaired, the Company recognizes the impairment amount, which is measured by the amount the carrying value of the asset exceeds its fair value. In addition, the Company evaluates goodwill for impairment in accordance with ASC 350, Intangibles-Goodwill and Other (ASC 350). Goodwill is tested at least annually, or more frequently if a triggering event occurs. If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to the excess, not to exceed the total amount of goodwill.
Stock-based compensation
The Company accounts for stock-based compensation costs under the provisions of ASC 718, Compensation—Stock Compensation, which requires the measurement and recognition of compensation expense related to the fair value of stock-based compensation awards that are ultimately expected to vest. Stock based compensation expense recognized includes the compensation cost for all stock-based payments granted to employees, officers, advisors, and directors based on the grant date fair value estimated in accordance with the provisions of ASC 718. Stock-based compensation is recognized as expense over the employee’s requisite vesting period and over the nonemployee’s period of providing goods or services. The fair value of each stock option and warrant grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. Determining the appropriate fair value of stock-based awards requires the input of subjective assumptions. The assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment.
Revenue recognition
The Company recognizes revenue under FASB ASC 606, Revenue from Contracts with Customers. The Company derives its revenue primarily through the sale of alcohol and non-alcoholic spirits, wine, seltzers, and personal care products in both wholesale and direct to consumer channels. The Company’s revenue generating activities have a single performance obligation and are recognized when the ordered goods are shipped to the end customer, which is when control transfers. Net revenues reflect reductions attributable to consideration given to customers in various customer incentive programs, including pricing discounts on single transactions, volume discounts, promotional and advertising allowances, coupons, and rebates. The determination of the reduction of the transaction price for variable consideration requires certain estimates and assumptions that affect the timing and amounts of revenue and liabilities recognized. All such estimates were not material for the three and six months ended June 30, 2026 and June 30, 2025.
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Critical estimates
Inventory valuation
Inventories are stated at the lower of cost or net realizable value. Cost is determined using the first-in, first-out (FIFO) method and includes materials, labor, and applicable overhead. We regularly evaluate inventory for potential obsolescence, slow-moving or excess quantities, spoilage, shrinkage, and changes in net realizable value. These estimates require management judgment and are influenced by factors such as changes in consumer demand, supply chain disruptions, inflation, and raw material price volatility, any of which could materially impact our results. Estimation in the periods presented included expected losses on long-term supply contracts where the net realizable value of certain inventoriable goods are believed to be below the contractual purchase price. As it pertains to the Company’s bulk wine purchase, this includes consideration of the varietal, vintage, and volume of product versus the market price.
Long-term contracts
We evaluate long-term supply and purchase contracts to determine whether the expected costs to fulfill our obligations exceed the anticipated economic benefits. When estimated costs under a supply contract exceed its realizable value, we recognize a loss for the difference in accordance with U.S. GAAP. These estimates require management judgment regarding future market prices, utilization, and recoverability, and actual results may differ from those estimates.
Impairment on goodwill
We allocate the purchase price in business combinations to net assets, including identifiable intangible assets and goodwill. Goodwill and indefinite-lived intangible assets are not amortized, but are tested for impairment at least annually or whenever indicators of impairment arise. Definite-lived intangible assets are amortized over their useful lives and tested for impairment when events or changes in circumstances indicate that the carrying value may not be recoverable. Inputs to impairment tests include market multiples, forecasted cash flows, growth rates, margins, allocations between reporting units, and long-term projections.
Intangible asset valuation
The determination of the fair value of identifiable intangible assets acquired in business combinations requires significant management judgment. The Company values trademarks and other brand-related intangible assets using the relief-from-royalty method, which estimates the present value of future after-tax cash flows saved by owning the asset rather than licensing it. Key inputs include projected revenues attributable to the acquired brands, an assumed royalty rate, and a discount rate that reflects the time value of money and the risk characteristics of the underlying cash flows.
Fair value of equity awards
We grant equity-based awards for compensation purposes. The measurement of compensation expense for these awards requires management to estimate the fair value of the underlying common stock (for awards granted prior to our Direct Listing), as well as the awards on the grant date, which require assumptions regarding expected term, volatility, dividend yield, and forfeiture rates. Changes in these assumptions could materially affect the amount of expense recognized in our financial statements.
Fair value measurements of investments
The Company measures certain investments at fair value on a recurring basis under ASC 820, using Level 3 inputs due to significant unobservable assumptions. Fair value is determined using a market-based approach that considers comparable company multiples, liquidity discounts, and recent transactions, including partial investment sales. Changes in these assumptions could materially affect the valuation. There were no changes in valuation methodologies during the six months ended June 30, 2026.
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Accounts receivable
Accounts receivable are derived from products and services delivered to customers and are stated at their net realizable value. The Company establishes an allowance for expected credit losses on financial assets, including trade and other receivables, at each reporting date. The allowance reflects management’s estimate of lifetime expected credit losses based on historical collection experience, the type and credit quality of the customer, the age of outstanding receivables, and current and expected future economic conditions.
Derivative liabilities
The accounting for the Company’s derivative liabilities requires the use of significant estimates and management judgment. These derivative liabilities arise from embedded features within certain convertible debt instruments and associated warrants that do not qualify for equity classification under applicable accounting guidance. The fair value of these derivative instruments is determined using valuation models that incorporate probability-weighted scenarios, including “with and without” methodologies, to estimate potential settlement outcomes. Because these inputs are not directly observable in the market, the derivative liabilities are classified as Level 3 within the fair value hierarchy.
Convertible debt
The accounting for the Company’s convertible promissory notes and associated warrants requires the application of complex accounting guidance and the use of significant estimates and assumptions. The Company evaluated the embedded conversion features and related warrants under applicable accounting standards to determine whether these instruments qualify for equity classification or must be accounted for as derivative liabilities. For those features that do not qualify for equity classification, the Company records them at fair value as derivative liabilities, with changes in fair value recognized in earnings until settlement or expiration. The Convertible Notes converted into Common Stock upon the Direct Listing in May 2026 (see Note 10).
SAFE notes
The accounting for the Simple Agreement for Future Equity (“SAFE”) issued in connection with the Good Twin business requires the application of significant judgment and the use of estimates. Because the SAFE contains contingent settlement provisions that could require cash settlement upon certain events outside the Company’s control, the Company concluded that the instrument should be classified as a liability and measured at fair value, with changes in fair value recognized in earnings until conversion or settlement. Estimating the fair value of the SAFE requires the use of valuation models and significant assumptions, including the estimated equity value of Good Twin, expected volatility, the probability and timing of potential equity financings or liquidity events, and other market-based inputs.
Emerging Growth Company and Smaller Reporting Company Status
The Jumpstart Our Business Startups Act of 2012 permits an “emerging growth company” such as us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies until those standards would otherwise apply to private companies. We have elected not to “opt out” of such extended transition period. As a result of this election, our consolidated financial statements may not be comparable to other public companies that comply with new or revised accounting pronouncements as of public company effective dates.
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Item 3. Quantitative and Qualitative Disclosures About Market Risk.
Global Trade Environment
We continue to monitor developments in global trade policy, including the potential for new or increased tariffs and retaliatory actions by trading partners. These factors may impact our sourcing, cost structure, and international growth strategy, and we actively evaluate mitigation strategies to limit potential adverse effects. We expect certain market conditions and their related impacts to persist through fiscal 2026, which could materially affect our results of operations and financial condition. We regularly evaluate margin profiles on all of our imported products and action on mitigation strategies to reduce the impact of tariffs or other global market factors, including pricing actions, productivity improvements, inventory management, and optimized marketing, which may not be sufficient in all cases. Additionally, severe weather events could adversely impact both our supply chain and consumer purchasing behavior.
Inflation Risk
Inflationary pressures have the potential to adversely affect our business operations, financial condition, and results of operations. Rising costs associated with cost of labor, research and development costs, and raw materials can lead to increased production and operational expenses. If we are unable to pass these increased costs onto our customers through pricing adjustments, our profit margins may be negatively impacted. Furthermore, inflation can influence consumer behavior, particularly in discretionary spending categories such as premium beverages.
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Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
In connection with the preparation of this Quarterly Report on Form 10-Q, our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2026. Based on that evaluation, and as a result of the material weaknesses in our internal control over financial reporting described below, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level.
Material Weaknesses
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.
In connection with the audit of our financial statements, our independent registered public accounting firm identified, and management concurred with, the following two material weaknesses in our internal control over financial reporting:
| Absence of a comprehensive and formalized accounting and financial reporting policies and procedures manual. We did not have a comprehensive and formalized accounting and financial reporting policies and procedures manual sufficient to ensure accurate and timely financial reporting, including with respect to periodic and year-end closing procedures, accrual and cutoff of accounts receivable and accounts payable, reconciliation of significant accounts, the establishment and review of accounting estimates, the preparation and review of closing and recurring journal entries, the documentation of the responsibilities of accounting personnel and management review procedures, and the design and maintenance of effective controls over information technology systems relevant to the preparation of financial statements. |
| Insufficient segregation of duties. Certain controls were concentrated in a small number of employees and members of management, primarily as a result of our size, which prevented appropriate segregation of duties and could amplify the risk arising from related party transactions. |
Notwithstanding the material weaknesses described above, our management has concluded that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q present fairly, in all material respects, our financial position, results of operations and cash flows as of and for the periods presented in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Remediation Plan
Our management, with the oversight of the Audit Committee of our Board of Directors, has adopted a formal remediation plan (the “Remediation Plan”) designed to remediate the material weaknesses described above and to enhance our internal control over financial reporting. The Remediation Plan is organized into two workstreams, each directly addressing one of the identified material weaknesses. The Remediation Plan is being implemented under the oversight of the Audit Committee, which receives quarterly progress reports, and is monitored by a Remediation Steering Committee comprised of our Chief Financial Officer and Controller. Principal remediation activities include the following.
With respect to accounting and financial reporting policies and procedures, we are:
| developing, adopting and maintaining a comprehensive accounting policies and procedures manual documenting our significant accounting policies in accordance with U.S. GAAP; |
| establishing formalized month-end, quarter-end and year-end closing procedures and checklists, including standardized close calendars, account reconciliation requirements, materiality thresholds and reviewer sign-offs; |
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| designing and implementing formal management review controls, including variance analysis and independent review and approval of manual, non-routine and related party journal entries; |
| assessing and enhancing information technology general controls over our financial reporting systems, including user access provisioning and deprovisioning and change management controls; and |
| performing a financial reporting risk assessment, including a fraud risk assessment, and mapping identified risks to specific controls. |
With respect to segregation of duties, we are:
| assessing our accounting organization and developing a formal segregation of duties matrix to identify and resolve conflicting responsibilities; |
| preparing formal role descriptions and authorization limits, and adding or reallocating personnel as necessary so that a secondary party reviews and/or approves transactions across all significant processes; |
| establishing a formal policy and process for the identification, approval, review and monitoring of related party transactions, including Audit Committee or independent director pre-approval; |
| reviewing and configuring user roles and permissions within our enterprise resource planning system to enforce segregation of duties; and |
| implementing compensating controls, including independent Chief Financial Officer review and approval of journal entries and dual-authorization requirements for disbursements above defined thresholds, together with ongoing monitoring and periodic reporting to the Audit Committee. |
We expect to substantially complete the remediation activities within twelve months of the adoption of the Remediation Plan, but in no event later than the filing of our first Annual Report on Form 10-K that requires a management assessment of internal control over financial reporting under Section 404(a) of the Sarbanes-Oxley Act of 2002. We will not consider the material weaknesses to be remediated until the applicable controls have been designed appropriately and have operated effectively for a sufficient period of time (at a minimum, two consecutive quarterly close cycles) to permit management to conclude, through testing, that the controls are operating effectively, and until the Audit Committee has reviewed and concurred with management’s conclusion. As an “emerging growth company” within the meaning of the Jumpstart Our Business Startups Act of 2012, our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial reporting for so long as we qualify as an emerging growth company. We can give no assurance that our remediation efforts will be successful or that additional material weaknesses will not be identified in the future.
Changes in Internal Control Over Financial Reporting
Except for the ongoing implementation of the remediation activities described above, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended June 30, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls
Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
As a smaller reporting company under Rule 12b-2 of the Exchange Act, we are not required to include risk factors in this Report. For additional risks relating to our operations carefully consider the factors discussed in “Risk Factors” of our Prospectuses dated May 18, 2026 and July 6, 2026, which could materially affect our business, financial condition or future results. There have been no material changes during fiscal year 2026 to the risk factors that were included in such Prospectuses. The risks described in our Prospectuses and herein are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially adversely affect our business, financial condition, cash flows and/or future results.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
On April 8, 2026, at the first closing (the “First 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, the Company issued 28,125 shares of Common Stock to Streeterville Capital, LLC as Commitment Shares. The number of Commitment Shares was determined pursuant to the Amendment as $450,000 divided by the Expected Reference Price of $16.00 per share, rounded down to the nearest whole share. No cash consideration was received by the Company for the Commitment Shares. The Commitment Shares were issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506(b) of Regulation D.
On May 20, 2026, we completed the second closing (the “Second Closing”) under the SPA with Streeterville Capital, LLC. At the Second Closing, we issued and sold to the Investor 7,000 shares of Series C Convertible Preferred Stock, par value $0.00001 per share, for an aggregate purchase price of $6,990,000, less a $30,000 transaction expense amount payable to the Investor. The 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 Second Closing was previously reported in our Quarterly Report on Form 10-Q for the quarter ended March 31, 2026, filed with the SEC on June 29, 2026.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
None.
Item 6. Exhibits
Exhibit No. | Description | |
3.1 | Eighth Amended and Restated Certificate of Incorporation (Incorporated by Reference to Exhibit 3.1 to the Company’s Form S-1, filed with the SEC on April 30, 2026). | |
3.2 | Bylaws (Incorporated by Reference to Exhibit 3.2 to the Company’s Form S-1, filed with the SEC on April 9, 2026). | |
31.1 | Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2 | Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1 | Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS | Inline XBRL Instance Document. | |
101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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 thereunto duly authorized.
Date: August 14
, 2026
AMASS Brands Inc | ||
By: | /s/ Mark T. Lynn | |
Mark T. Lynn | ||
Chief Executive Officer | ||
(Principal Executive Officer) | ||
By: | /s/ Zachary Ament | |
Zachary Ament | ||
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) | ||
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