AMASS Brands registers 14.29M shares resale

AMASS Brands Inc amends its resale prospectus to register the resale of up to 14,293,298 shares of common stock by identified stockholders in connection with its direct listing on the Nasdaq Global Market.

Rhea-AI Filing Summary

AMASS Brands Inc amends its resale prospectus to register the resale of up to 14,293,298 shares of common stock by identified stockholders in connection with its direct listing on the Nasdaq Global Market. The Sticker Supplement dated June 12, 2026 also discloses an amendment to a warrant held by Streeterville Capital, LLC that sets a reduced exercise price of $3.00 per share for the ninety (90) day period commencing on the effective date of the amendment; following expiration or earlier termination of that period the exercise price will be $16.00 per share. The Company may terminate the reduced-price period at any time upon two trading days' prior written notice.

Insights

Securities Attorney

Resale registration and limited warrant repricing disclosed; standard transactional detail.

The supplement registers the resale of 14,293,298 shares by identified stockholders in connection with a Nasdaq direct listing. The filing is administrative in nature and updates the Prospectus to reflect the parties and amounts eligible for resale.

The Warrant Amendment changes exercise economics for a time‑limited Reduced Exercise Price Period of 90 days at $3.00, reverting to $16.00 thereafter; the issuer retains an explicit termination right with two trading days' prior written notice. Cash‑flow treatment and holder decisions govern actual transfers; timing is set by the amendment.

Capital Markets Analyst

Registered resale creates potential near‑term supply; warrant repricing may affect short‑term exercise behavior.

The registration covers up to 14,293,298 shares for resale by registered stockholders tied to the direct listing. This creates a defined supply that holders may offer into the market, although the filing does not describe when or how holders will sell.

The Warrant Amendment makes exercises cheaper for a 90‑day window at $3.00, then $16.00; holders' exercise decisions during that window will determine any immediate dilution. The company’s two‑day termination clause is a contractual limiter on that window.

Key Figures

Registered resale amount: 14,293,298 shares Reduced exercise price: $3.00 per share Post‑period exercise price: $16.00 per share +2 more

5 metrics

Registered resale amount 14,293,298 shares resale registration for Nasdaq direct listing

Reduced exercise price $3.00 per share exercise price during the 90‑day Reduced Exercise Price Period

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

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

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

Key Terms

Sticker Supplement, Warrant Amendment, Reduced Exercise Price Period

3 terms

Sticker Supplement regulatory

"This Sticker Supplement (the “Sticker Supplement") modifies, supersedes and supplements certain information"

Warrant Amendment financial

"On June 12, 2026, we entered into Amendment No. 2 to the Warrant to Purchase Shares of Common Stock"

Reduced Exercise Price Period financial

"reduced exercise price of $3.00 per share for any exercise occurring during the ninety (90) day period commencing"

Offering Details

resale

Offering

Offering Type resale

FAQ

What does the AMSS Sticker Supplement register?

It registers the resale of up to 14,293,298 shares of Common Stock by identified stockholders related to the Nasdaq direct listing, per the Prospectus and this supplement.

How does the Warrant Amendment change exercise terms for Streeterville Capital?

The Warrant Amendment sets a reduced exercise price of $3.00 per share for a ninety (90) day period commencing on the amendment's effective date, then resets the exercise price to $16.00 per share afterward.

Can AMASS terminate the reduced exercise price period early?

Yes. The Company may terminate the Reduced Exercise Price Period at any time upon providing two trading days' prior written notice to the Investor, per the amendment.

Does the Sticker Supplement change who receives proceeds from the registered resale?

The supplement registers resale by stockholders; it does not state that proceeds flow to the Company and identifies the securities as resales by the Registered Stockholders.

When was this Sticker Supplement dated and effective?

The Sticker Supplement is dated June 12, 2026 and states the Warrant Amendment was entered into on that date; the Reduced Exercise Price Period begins on the amendment's effective date.

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Accepted by SEC EDGAR 06/12/2026 - 07:08 PM Learn about SEC filing dates

PROSPECTUS SUPPLEMENT NO. 2 Dated June 12, 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 (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 (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 June 12, 2026, we entered into Amendment No. 2 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 $3.00 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 June 12, 2026.