Amass Brands amends warrant exercise terms

AMASS Brands Inc. provides an update to its resale registration covering up to 14,293,298 shares of common stock in connection with its direct listing on the Nasdaq Global Market.

Rhea-AI Filing Summary

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

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

Insights

Capital markets analyst

Temporary warrant repricing may accelerate exercises but also concentrates potential dilution.

The amendment gives the Streeterville Capital warrant a temporary exercise price of $1.50 per share for a thirty-day Reduced Exercise Price Period, after which the price returns to $16.00. This structure can incentivize earlier exercise, potentially bringing cash into AMASS Brands Inc. sooner while fixing the issuance price during that window.

The company can terminate this Reduced Exercise Price Period with two trading days’ written notice, giving flexibility to respond to market conditions. However, any concentrated warrant exercise within this period would add common shares on top of the resale registration of up to 14,293,298 shares, so overall ownership dilution depends on how much of the warrant is exercised during this discounted window.

Key Figures

Registered resale shares: 14,293,298 shares of common stock Reduced warrant exercise price: $1.50 per share Post-period warrant exercise price: $16.00 per share +3 more

6 metrics

Registered resale shares 14,293,298 shares of common stock Resale registration in connection with direct listing on Nasdaq Global Market

Reduced warrant exercise price $1.50 per share Applies to exercises during the thirty-day Reduced Exercise Price Period under Amendment No. 3

Post-period warrant exercise price $16.00 per share Exercise price after expiration or termination of the Reduced Exercise Price Period

Reduced Exercise Price Period length thirty (30) days Period commencing on the effective date of Amendment No. 3

Termination notice period two (2) trading days Prior written notice required for company to terminate Reduced Exercise Price Period

Par value per share $0.00001 per share Par value of AMASS Brands Inc. common stock

Key Terms

Sticker Supplement, direct listing, Nasdaq Global Market, Securities Purchase Agreement, +2 more

6 terms

Sticker Supplement regulatory

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

direct listing regulatory

"in connection with our direct listing on the Global Market tier"

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.

Nasdaq Global Market market

"on the Global Market tier of the Nasdaq Stock Market LLC (the “Nasdaq Global Market”)"

The Nasdaq Global Market is a section of the stock exchange where larger, well-established companies are listed and publicly traded. It functions like a marketplace where investors can buy and sell shares of these companies, providing them with access to capital and opportunities for growth. Its role is important because it helps investors identify and invest in reputable companies with strong financial backgrounds.

Securities Purchase Agreement financial

"issued in connection with that certain Securities Purchase Agreement, dated March 17, 2026"

A securities purchase agreement is a written contract between a buyer and a seller outlining the terms for buying or selling financial assets such as stocks or bonds. It specifies details like the price, quantity, and conditions of the transaction, similar to a shopping list with agreed-upon terms. For investors, it provides clarity and legal protection when transferring ownership of these financial instruments.

Reduced Exercise Price Period financial

"for any exercise occurring during the thirty (30) day period ... (the “Reduced Exercise Price Period”)"

warrant financial

"This Sticker Supplement is being filed to disclose an amendment to the warrant to purchase shares"

A warrant is a time-limited financial contract that gives its holder the right to buy a company's shares at a set price before a specified date, like a coupon that lets you purchase stock at a fixed discount for a limited time. It matters to investors because warrants offer leveraged exposure to a stock’s upside and can dilute existing shareholders if exercised, so they affect potential gains and the company’s outstanding share count.

Offering Details

secondary · Up to 14,293,298 shares of common stock

Offering

Offering Type secondary

Securities Offered Common Stock

Offering Amount Up to 14,293,298 shares of common stock

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/10/2026 - 05:01 PM EDT Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 3 Dated July 10, 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, as supplemented by Prospectus Supplement No. 1, dated May 29, 2026 and Prospectus Supplement No. 2, dated June 12, 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, as amended on May 29, 2026 and June 12, 2026 (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 July 10, 2026, we entered into Amendment No. 3 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 $1.50 per share for any exercise occurring during the thirty (30) 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 July 10, 2026.