AMASS Brands (NASDAQ: AMSS) registers resale of 14.29M shares, amends warrant

Rhea-AI Filing Summary

AMASS Brands Inc registers the resale of up to 14,293,298 shares of Common Stock via a prospectus supplement tied to its Nasdaq Global Market listing.

The supplement also discloses a warrant amendment with Streeterville Capital that sets a reduced exercise price of $5.00 per share for a ninety (90) day Reduced Exercise Price Period commencing on the amendment effective date; after that period the exercise price will be $16.00 per share. The Company may terminate the Reduced Exercise Price Period upon two trading days’ prior written notice.

Insights

Securities Offering Counsel

Resale registration for 14,293,298 shares and a time-limited warrant repricing are disclosed.

The supplement amends the resale prospectus to register up to 14,293,298 shares for resale by identified stockholders in connection with the Nasdaq Global Market listing. The registration is described as a resale by stockholders, not an issuer primary offering.

The amendment to the Streeterville warrant reduces the exercise price to $5.00 for a 90-day window, reverting to $16.00 thereafter; the Company can terminate the reduced period with two trading days’ notice. Cash-flow treatment for the registered resale is not stated in the excerpt.

Capital Markets Analyst

Warrant repricing is a short-term mechanical change; resale registration is administrative.

The resale registration permits Registered Stockholders to sell shares post-listing; the prospectus supplement updates the disclosure and does not state proceeds to the issuer.

The warrant amendment provides a temporary $5.00 exercise price for 90 days then returns to $16.00. The amendment’s economic effect depends on whether the Investor exercises during that window.

Key Figures

Registered resale amount: 14,293,298 shares Reduced exercise price: $5.00 Post-period exercise price: $16.00 +2 more

5 metrics

Registered resale amount 14,293,298 shares resale registration in prospectus supplement

Reduced exercise price $5.00 exercise price during the 90-day Reduced Exercise Price Period

Post-period exercise price $16.00 exercise price following expiration or termination of the Reduced Exercise Price Period

Reduced Exercise Price Period length 90 days period commencing on effective date of the Warrant Amendment

Termination notice two trading days Company may terminate the Reduced Exercise Price Period upon prior written notice

Key Terms

Sticker Supplement, Warrant Amendment, Reduced Exercise Price Period, resale registration

4 terms

Sticker Supplement regulatory

"This prospectus supplement (the “Sticker Supplement”) modifies, supersedes"

Warrant Amendment financial

"On May 29, 2026, we entered into Amendment No. 1 to the Warrant"

Reduced Exercise Price Period financial

"reduced exercise price of $5.00 per share for any exercise occurring during the ninety (90) day period"

resale registration regulatory

"registration of the resale of up to 14,293,298 shares of our common stock"

Resale registration is the formal filing with securities regulators that allows previously restricted or privately held shares to be sold publicly. Think of it as getting official permission to unlock and list a sealed package of stock so it can be traded openly; that matters to investors because it increases liquidity, can change the number of shares available on the market, and reduces legal risk for sellers, all of which can affect a company’s share price.

Offering Details

resale

Offering

Offering Type resale

PROSPECTUS SUPPLEMENT Dated May 29, 2026 (To Prospectus Dated May 18, 2026) Filed Pursuant to Rule 424(b)(5)
Registration No. 333-294941

AMASS BRANDS INC

Up to 14,293,298 Shares of Common Stock

This prospectus supplement (the “Sticker Supplement”) modifies, supersedes and supplements certain information contained in, and should be read in conjunction with, our Prospectus filed with the SEC dated May 18, 2026 (the “Prospectus”), related to the registration of the resale of up to 14,293,298 shares of our common stock, par value $0. 00001 per share (“Common Stock”), by our stockholders identified in the Prospectus (the “Registered Stockholders”) in connection with our direct listing on the Global Market tier of the Nasdaq Stock Market LLC (the “Nasdaq Global Market”).

This Sticker Supplement is not complete without, and may not be delivered or used except in connection with, the Prospectus.

Our shares of Common Stock are listed on the Nasdaq Global Market under the symbol “AMSS.”

The information contained in this Sticker Supplement modifies and supersedes, in part, the information in the Prospectus. Any information that is modified or superseded in the Prospectus shall not be deemed to constitute a part of the Prospectus, except as modified or superseded by this Sticker Supplement. We may amend or supplement the Prospectus from time to time by filing amendments or supplements as required. You should read the entire Prospectus, and any amendments or supplements carefully before you make an investment decision.

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus and in documents incorporated by reference into the Prospectus.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Sticker Supplement, or the Prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

FORWARD-LOOKING STATEMENTS

You should carefully consider the risk factors set forth in the Prospectus, as well as the other information contained in or incorporated by reference into this Sticker Supplement and the Prospectus. This Sticker Supplement and the Prospectus and documents incorporated therein by reference contain forward-looking statements regarding events, conditions, and financial trends that may affect our plan of operation, business strategy, operating results, and financial position. You are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Actual results may differ materially from those included within the forward-looking statements as a result of various factors. Cautionary statements in the “Risk Factors” section of the Prospectus and in documents incorporated by reference into the Prospectus identify important risks and uncertainties affecting our future, which could cause actual results to differ materially from the forward-looking statements made or included in this Sticker Supplement and the Prospectus.

WARRANT AMENDMENT

This Sticker Supplement is being filed to disclose an amendment to the warrant to purchase shares of our Common Stock (the “Warrant”) held by Streeterville Capital, LLC (the “Investor”) issued in connection with that certain Securities Purchase Agreement, dated March 17, 2026, by and between AMASS Brands Inc (the “Company”) and the Investor, as amended by that certain Global Amendment dated April 7, 2026. On May 29, 2026, we entered into Amendment No. 1 to the Warrant to Purchase Shares of Common Stock (the “Warrant Amendment”) with the Investor to modify the exercise price of the Warrant to provide for a reduced exercise price of $5.00 per share for any exercise occurring during the ninety (90) day period commencing on the effective date of the Warrant Amendment (the “Reduced Exercise Price Period”). Following the expiration or earlier termination of the Reduced Exercise Price Period, the exercise price will be $16.00 per share. The Company may terminate the Reduced Exercise Price Period at any time upon two (2) trading days’ prior written notice. All other terms and conditions of the Warrant remain unchanged and in full force and effect.

The date of this Sticker Supplement to Prospectus is May 29, 2026.

FAQ

What does AMSS's prospectus supplement register?

It registers the resale of up to 14,293,298 shares of Common Stock by identified stockholders. The supplement updates and supersedes portions of the May 18, 2026 Prospectus related to that resale registration.

How does the warrant amendment affect Streeterville Capital's exercise price?

The amendment sets a reduced exercise price of $5.00 per share for a 90-day period. After that period the exercise price will be $16.00 per share, and the Company may end the reduced period with two trading days' notice.

Will AMASS receive proceeds from the registered resale of shares (AMSS)?

The supplement describes a resale registration by stockholders; it does not state that the Company will receive proceeds. The disclosure frames the registration as resale by Registered Stockholders in connection with the direct listing.

When is the Reduced Exercise Price Period effective and can it be ended early?

The Reduced Exercise Price Period begins on the effective date of the warrant amendment and lasts 90 days. The Company may terminate that period at any time with two trading days’ prior written notice.