AMASS Brands gets Nasdaq warning; April 7, 2027 deadline

AMSS has through April 7, 2027 to meet Nasdaq’s minimum-bid rule, while a separate market-value compliance deadline remains January 19, 2027.

Rhea-AI Filing Summary

AMASS Brands Inc. received a Nasdaq notice on October 9, 2026, stating that its common stock closed below $1.00 per share for 30 consecutive business days from August 26, 2026, through October 8, 2026, putting it out of compliance with the Minimum Bid Price Requirement. The notice has no immediate effect on the stock’s Nasdaq Global Market listing. AMASS has through April 7, 2027, to regain compliance by closing at least $1.00 per share for a minimum of 10 consecutive business days during the 180-calendar-day grace period. If it does not, Nasdaq may provide a second 180-calendar-day period if AMASS applies to transfer its listing to the Nasdaq Capital Market and meets applicable listing standards. If compliance is not regained within the allotted periods, the common stock will be subject to delisting. Separately, a July 22, 2026, notice concerning market value of listed securities and publicly held shares gives AMASS until January 19, 2027; the new notice does not affect that separate period. AMASS intends to monitor its closing bid price and consider available options to address the deficiency.

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

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1 major · 1 point

How the balance works

Positive

• None.

Negative

• Major pointMinimum-bid deficiency: 30 consecutive business days below $1.00; deadline April 7, 2027.

8-K Event Classification

Item 3.01 — Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

1 item

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing Securities

The company received a delisting notice, failed to satisfy a continued-listing rule or standard, or transferred its listing.

Key Figures

Minimum bid price threshold: $1.00 per share Below-threshold period: 30 consecutive business days Initial grace period: 180 calendar days +2 more

5 metrics

Minimum bid price threshold $1.00 per share Nasdaq continued-listing requirement

Below-threshold period 30 consecutive business days August 26, 2026, through October 8, 2026

Initial grace period 180 calendar days Through April 7, 2027

Required closing bid streak 10 consecutive business days Minimum period at or above $1.00 per share to regain compliance

Separate market-value compliance deadline January 19, 2027 MVLS and MVPHS requirements

Key Terms

Minimum Bid Price Requirement, market value of listed securities (MVLS), market value of the Company’s publicly held shares (MVPHS), initial listing standards

4 terms

Minimum Bid Price Requirement regulatory

"minimum bid price requirement for continued listing"

A minimum bid price requirement is a rule that a stock must trade above a set price for a specified period to stay listed on an exchange. It matters to investors because falling below that threshold can trigger warnings or removal from the exchange, which can cut liquidity, reduce visibility, and often lead to sharper declines in share value—think of it like a venue’s minimum dress code that, if not met, can bar a performer from the stage.

market value of listed securities (MVLS) regulatory

"minimum market value of listed securities (MVLS) requirement"

Market value of listed securities (MVLS) is the market value of the shares a company has listed on an exchange, calculated as the closing bid price multiplied by the number of listed shares. Exchanges use MVLS as a continued-listing standard, so a company that stays under the required minimum receives a deficiency notice and is given a set period to recover before facing delisting.

market value of the Company’s publicly held shares (MVPHS) regulatory

"market value of the Company’s publicly held shares (MVPHS) requirement"

initial listing standards regulatory

"all other initial listing standards for the Nasdaq Capital Market"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What caused AMSS’s Nasdaq bid-price deficiency?

Nasdaq said AMSS’s common stock closed below $1.00 per share for 30 consecutive business days, from August 26, 2026, through October 8, 2026.

What is AMSS’s deadline to regain Nasdaq bid-price compliance?

AMSS has through April 7, 2027, to meet the requirement by closing at least $1.00 per share for a minimum of 10 consecutive business days during its 180-calendar-day grace period.

Can AMSS receive a second Nasdaq compliance period?

Nasdaq may provide a second 180-calendar-day period if AMSS applies to transfer its listing to the Nasdaq Capital Market. To qualify, AMSS must meet the applicable continued-listing requirement for market value of publicly held shares, the other initial listing standards except the minimum bid price requirement, and notify Nasdaq of its intent to cure the deficiency.

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

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Available on EDGAR 10/14/2026 - 04:31 PM EDT Accepted by SEC EDGAR 10/14/2026 - 04:30 PM EDT Learn about SEC filing dates

falseAMASS BRANDS0001851491CA 0001851491 2026-10-09 2026-10-09

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): October 9, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On October 9, 2026, AMASS Brands Inc. (the “Company”) received a letter from the Listing Qualifications Staff (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the bid price of the Company’s common stock, par value $0.00001 per share (the “Common Stock”), had closed below $1.00 per share for 30 consecutive business days from August 26, 2026 to October 8, 2026 and, as a result, the Company is not in compliance with Nasdaq Listing Rule 5450(a)(1), which sets forth the minimum bid price requirement for continued listing on the Nasdaq Global Market (the “Minimum Bid Price Requirement”).

Nasdaq’s notice has no immediate effect on the listing of the Company’s Common Stock on Nasdaq. Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company was afforded a 180-calendar day grace period, through April 7, 2027, to regain compliance with the Minimum Bid Price Requirement. Compliance can be achieved by evidencing a closing bid price of at least $1.00 per share for a minimum of ten consecutive business days during the 180-calendar day grace period.

If the Company does not regain compliance with the Minimum Bid Price Requirement by April 7, 2027, the Company may be provided a second 180 calendar day period to regain compliance if it applies to transfer the listing of the Company’s Common Stock from the Nasdaq Global Market to the Nasdaq Capital Market. To qualify, the Company must meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for the Nasdaq Capital Market (with the exception of the Minimum Bid Price Requirement), based on the Company’s most recent public filings and market information and notify Nasdaq of its intent to cure the deficiency. If the Company does not regain compliance within the allotted compliance periods, including any extensions that may be granted by Nasdaq, the Company’s Common Stock will be subject to delisting.

The Company intends to closely monitor the closing bid price of the Common Stock and consider all available options to remedy the bid price deficiency to regain compliance with the Minimum Bid Price Requirement.

As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on July 27, 2026, on July 22, 2026 the Company received a separate notice from Nasdaq indicating that the Company did not comply with (i) the minimum market value of listed securities (“MVLS”) requirement set forth in Nasdaq Listing Rule 5450(b)(2)(A) and (ii) the market value of the Company’s publicly held shares (“MVPHS”) requirement set forth in Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). The Company was given until January 19, 2027 to regain compliance with the MVLS and MVPHS requirements. The notice described above does not affect that separate compliance period. The Company’s ability to obtain an additional compliance period for the Minimum Bid Price Requirement may depend on, among other things, its satisfaction of the applicable continued and initial listing requirements of The Nasdaq Capital Market.

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.

	AMASS BRANDS INC
	By:	/s/ Zachary Ament
		Zachary Ament
Dated: October 14, 2026		Chief Financial Officer

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