AMASS Brands (NASDAQ: AMSS) commits $1.535M SAFE investment into AfterDream at $7.5M cap

Rhea-AI Filing Summary

AMASS Brands Inc entered into a Simple Agreement for Future Equity (SAFE) with AfterDream, investing a total of $1,535,000 for the right to receive AfterDream equity in future events. The SAFE initially provided a $1,435,000 purchase amount, later increased by $100,000 through an amendment.

The SAFE carries a post-money valuation cap of $7,500,000. Depending on a future equity financing, liquidity event, or dissolution event at AfterDream, AMASS would receive preferred or common shares or cash proceeds calculated under the SAFE’s conversion and liquidation mechanics. The agreement is generally non-transferable without consent.

Insights

Corporate finance analyst

AMASS commits $1.535M via SAFE into AfterDream at a $7.5M cap.

AMASS Brands Inc is deploying $1,535,000 into AfterDream using a Simple Agreement for Future Equity. This structure postpones setting an explicit share price while locking in a post-money valuation cap of $7,500,000 for future equity conversion.

The SAFE gives AMASS different outcomes depending on AfterDream’s path: preferred shares in an equity financing, a defined share-based or minimum recovery in a liquidity event, and priority to the purchase amount in a dissolution. The amendment raising the purchase amount by $100,000 modestly increases AMASS’s potential stake under the same valuation cap.

Actual economic impact will depend on whether AfterDream completes an equity financing, experiences a sale or IPO, or winds down. Subsequent filings describing AfterDream’s progress or valuation changes would be needed to assess how this investment affects AMASS’s long-term results.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Initial SAFE purchase amount: $1,435,000 Amended SAFE purchase amount: $1,535,000 Additional investment: $100,000 +1 more

4 metrics

Initial SAFE purchase amount $1,435,000 Original investment in AfterDream under SAFE

Amended SAFE purchase amount $1,535,000 Total investment after Amendment No. 1

Additional investment $100,000 Increase in purchase amount under Amendment No. 1

Post-money valuation cap $7,500,000 Valuation cap for AfterDream in SAFE

Key Terms

Simple Agreement for Future Equity, post-money valuation cap, Equity Financing, Liquidity Event, +1 more

5 terms

Simple Agreement for Future Equity financial

"entered into a Simple Agreement for Future Equity (the “SAFE”) with"

A simple agreement for future equity is an investment contract that gives an investor the right to receive company shares at a later financing event or sale instead of getting shares immediately. Think of it like a voucher that converts into ownership once the company’s value is formally set; it matters to investors because it fixes how and when ownership is awarded, affects how much of the company they ultimately own, and influences dilution and return potential.

post-money valuation cap financial

"The SAFE includes a post-money valuation cap of $7,500,000."

Equity Financing financial

"If there is an Equity Financing before the termination of the SAFE"

Equity financing is when a company raises money by selling ownership pieces (shares) to investors instead of borrowing; think of selling slices of a pie to get cash for the business. It matters to investors because buying shares gives them a claim on future profits and a voice in decisions, while existing owners give up some control and the value of each slice can change as the company grows or falters.

Liquidity Event financial

"If there is a Liquidity Event before the termination of the SAFE"

A liquidity event is a transaction that converts ownership in a privately held or illiquid asset into cash or a marketable security, such as a sale, merger, public stock offering, or buyout. It matters to investors because it provides a clear way to realize returns or recover capital—think of it as turning a house into a cash sale—so the timing, price and structure of the event determine how much money stakeholders actually receive.

Dissolution Event financial

"If there is a Dissolution Event before the termination of the SAFE"

FAQ

What transaction did AMASS Brands Inc (AMSS) disclose in this 8-K?

AMASS Brands Inc disclosed that it entered into a Simple Agreement for Future Equity (SAFE) with AfterDream. The company invested a total of $1,535,000, gaining the right to receive AfterDream stock or proceeds upon specified future financing, liquidity, or dissolution events.

How much is AMASS Brands Inc investing in AfterDream under the SAFE?

AMASS Brands Inc is investing $1,535,000 in AfterDream under the SAFE. The initial purchase amount of $1,435,000 was increased by $100,000 through Amendment No. 1, raising AMASS’s potential equity exposure while leaving all other SAFE terms unchanged.

What is the valuation cap for AMASS Brands Inc’s SAFE with AfterDream?

The SAFE includes a post-money valuation cap of $7,500,000 for AfterDream. This cap limits the valuation at which AMASS’s investment converts into equity, potentially giving AMASS more shares if AfterDream’s pricing in a future financing exceeds this capped valuation.

How does the SAFE convert for AMASS Brands Inc if AfterDream raises equity financing?

If AfterDream completes an equity financing before the SAFE terminates, AMASS’s SAFE automatically converts. It becomes either standard preferred shares at the financing price or SAFE preferred shares at a calculated SAFE price, whichever yields more shares for the $1,535,000 purchase amount.

What happens to AMASS Brands Inc’s SAFE if there is a liquidity event at AfterDream?

In a liquidity event before termination, AMASS is entitled to proceeds equal to the greater of its purchase amount or the amount payable on a number of common shares. Those shares are calculated by dividing the purchase amount by a defined liquidity price under the SAFE terms.

Did Amendment No. 1 change key terms of the AMASS–AfterDream SAFE?

Amendment No. 1 only increased the purchase amount from $1,435,000 to $1,535,000, adding $100,000 of investment. The post-money valuation cap of $7,500,000 and all other material SAFE provisions, including conversion and liquidation mechanics, remained in full force and effect.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Understanding 8-K Material Events →

Available on EDGAR 06/23/2026 - 05:13 PM Accepted by SEC EDGAR 06/23/2026 - 05:13 PM Learn about SEC filing dates

falseAMASS BRANDS0001851491CA 0001851491 2026-06-16 2026-06-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

AMASS BRANDS INC

(Exact name of registrant as specified in its charter)

Delaware		001-43286		81-5227282
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

860 E Stowell Road Santa Maria, CA		93454
(Address of principal executive offices)		(Zip Code)

(909) 293-8571

Registrant’s telephone number, including area code:

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Class		Trading Symbol		Name of Exchange On Which Registered
Common Stock		AMSS		Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company x

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. ¨

Item 1.01. Entry into a Material Definitive Agreement.

SAFE Agreement

On June 16, 2026, AMASS Brands Inc (the “Company”) entered into a Simple Agreement for Future Equity (the “SAFE”) with AFTERDREAM, Inc ( “AfterDream”), pursuant to which the Company invested $1,435,000 (the “Purchase Amount”) in exchange for the right to receive shares of AfterDream’s capital stock upon the occurrence of certain future events. The SAFE includes a post-money valuation cap of $7,500,000. Capitalized words used but not defined herein shall have the meaning as set forth in the SAFE.

If there is an Equity Financing before the termination of the SAFE, on the initial closing of such Equity Financing, the SAFE will automatically convert into the greater of (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of Standard Preferred Stock, or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price. If there is a Liquidity Event before the termination of the SAFE, the Company will automatically be entitled to receive a portion of Proceeds equal to the greater of (i) the Purchase Amount or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price. If there is a Dissolution Event before the termination of the SAFE, the Company will automatically be entitled to receive a portion of Proceeds equal to the Purchase Amount, subject to the liquidation priority provisions set forth in the SAFE. The SAFE is not transferable or assignable by either party without the prior written consent of the other, subject to certain customary exceptions.

The foregoing description of the SAFE does not purport to be complete and is qualified in its entirety by reference to the full text of the SAFE, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

First Amendment to SAFE Agreement

On June 17, 2026, the Company entered into Amendment No. 1 to the SAFE (the “Amendment”) with AfterDream. Pursuant to the Amendment, the parties agreed to increase the Purchase Amount from $1,435,000 to $1,535,000, representing an additional investment of $100,000 by the Company. The Post-Money Valuation Cap of $7,500,000 remains unchanged. All other material terms of the SAFE remain in full force and effect as originally executed, including the conversion mechanics upon an Equity Financing, Liquidity Event, or Dissolution Event.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements, Pro Forma Financial Information, and Exhibits.

(c) Exhibits

10.1†	Simple Agreement for Future Equity
10.2†	Amendment No. 1 to SAFE dated June 17, 2026

† Portions of this exhibit have been redacted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

2

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 hereunto duly authorized.

Dated: June 23, 2026

AMASS BRANDS INC
By:	/s/ Mark T. Lynn
	Mark T. Lynn
	Chief Executive Officer
	(Principal Executive Officer)

3

Filing Exhibits & Attachments

3 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 173.8 KB
• EX-10.2 EXHIBIT 10.2 178.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 43.9 KB