AMASS Brands (AMSS) replaces $4M wine obligation with $427K settlement and equity option

Rhea-AI Filing Summary

AMASS Brands Inc entered into a Side Letter Agreement with Full Glass that replaces a $4,000,000 multi-year wine purchase obligation with a $427,000 settlement and terminates the prior Purchase Agreement, subject to limited surviving provisions for credit mechanics and licensing.

Of the Settlement Amount, $31,750 is due by July 31, 2026 for release of certain wine inventory, and $406,000 becomes a Deposit. Full Glass may either use the Deposit alongside a cash payment to buy 135,333.33 gallons of finished wine at $5.00 per gallon while redeeming the Company’s equity in FGWC at $8.77 per unit, or apply the entire Deposit solely to equity redemption.

The Side Letter includes a one-time $10,000 late charge for overdue installments with a seven-day cure, a make‑whole obligation if FGWC is sold within one year after a Redemption Agreement, acknowledgment that a secured note has been fully paid, the Company’s agreement to release related security interests, and broad mutual releases with a waiver of California Civil Code Section 1542.

8-K Event Classification

3 items: 1.01, 1.02, 9.01

3 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 1.02 Termination of a Material Definitive Agreement Business

A significant contract was terminated, which may affect business operations or revenue.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Original purchase obligation: $4,000,000 Settlement Amount: $427,000 Deposit portion: $406,000 +5 more

8 metrics

Original purchase obligation $4,000,000 Inventory value under the Multi-Year Wine Purchase Agreement

Settlement Amount $427,000 Replaces the original wine purchase obligation under the Side Letter Agreement

Deposit portion $406,000 Part of Settlement Amount usable for wine purchases and/or equity redemption

Cash installment $31,750 Due by July 31, 2026 for release of certain wine inventory

Optional wine purchase volume 135,333.33 gallons Finished wine purchasable at $5.00 per gallon

Wine price per gallon $5.00 per gallon Price for optional future wine purchases by Full Glass

Equity redemption price $8.77 per unit Price for redeeming Series A and Common Units in FGWC

Late charge $10,000 One-time fee for late installment payments, subject to seven-day cure

Key Terms

Side Letter Agreement, Multi-Year Wine Purchase Agreement, Redemption Agreement, Release of Security Interests, +1 more

5 terms

Side Letter Agreement regulatory

"entered into a Side Letter Agreement with Full Glass"

Multi-Year Wine Purchase Agreement financial

"modifies and ultimately terminates that certain Multi-Year Wine Purchase Agreement"

Redemption Agreement financial

"if, within one year of the effective date, FGWC enters into a definitive agreement"

Release of Security Interests regulatory

"agreed to deliver a Release of Security Interests in IP and Confirmation Payoff Letter"

California Civil Code Section 1542 regulatory

"The mutual releases include a waiver of California Civil Code Section 1542"

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FAQ

What agreement did AMASS (AMSS) change with Full Glass?

AMASS replaced a $4,000,000 Multi-Year Wine Purchase Agreement with a $427,000 settlement via a Side Letter Agreement. The original purchase contract was terminated, except for limited provisions that support the new credit, pricing, delivery, and intellectual property licensing mechanics.

How is the $427,000 Settlement Amount structured for AMASS (AMSS)?

The $427,000 Settlement Amount includes a $31,750 payment due by July 31, 2026 and a $406,000 Deposit. The Deposit can fund future wine purchases combined with equity redemption in FGWC, or be used solely to redeem the Company’s equity units.

What optional wine purchase can Full Glass make under the AMSS Side Letter?

Full Glass may buy 135,333.33 gallons of finished wine at $5.00 per gallon, an aggregate price of $676,666.66. Of that, $270,666.66 would be paid in cash and $406,000 would be applied to redeem AMASS’s Series A and Common Units in FGWC.

How can the $406,000 Deposit benefit AMASS (AMSS) in equity terms?

The $406,000 Deposit may be applied to redeem Series A Units and Common Units AMASS holds in FGWC at $8.77 per unit. This can occur either together with a wine purchase or as a standalone equity redemption with no additional wine purchase obligation.

What happens if Full Glass pays late under the AMSS Side Letter?

If any installment is late, a one‑time $10,000 late charge applies, with a seven‑day cure period. If the default is not cured, AMASS can void the Side Letter and reinstate the original obligations of the terminated Multi-Year Wine Purchase Agreement.

How does a future sale of FGWC affect AMASS (AMSS) under this deal?

If FGWC signs a definitive sale or change‑of‑control agreement within one year and a Redemption Agreement was executed, Full Glass must pay AMASS the difference between what AMASS would have received in that transaction and the Settlement Amount already applied through redemption.

What other obligations were resolved between AMASS (AMSS) and Full Glass?

AMASS acknowledged Full Glass paid all amounts under the Amended and Restated Secured Promissory Note dated February 29, 2024. AMASS agreed to release related IP security interests, and both parties granted broad mutual releases, including a waiver of California Civil Code Section 1542.

falseAMASS BRANDS0001851491CA 0001851491 2026-07-29 2026-07-29

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): July 29, 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.

On July 29, 2026, AMASS Brands Inc (the “Company”) entered into a Side Letter Agreement (the “Side Letter Agreement”) with Full Glass Wine Co., LLC, a Delaware limited liability company (“FGWC”), and Full Glass – Licensing, LLC, a Delaware limited liability company (together with FGWC, “Full Glass”). The Side Letter Agreement modifies and ultimately terminates that certain Multi-Year Wine Purchase Agreement dated February 29, 2024, by and between Full Glass – Licensing and the Company (the “Purchase Agreement”).

Under the Purchase Agreement, Full Glass – Licensing was obligated to purchase $4,000,000 worth of inventory (approximately 111,333 cases of finished wine) from the Company. Pursuant to the Side Letter Agreement, Full Glass – Licensing’s purchase obligation under the Purchase Agreement is replaced with a settlement amount of $427,000 (the “Settlement Amount”). Of the Settlement Amount, a remaining balance of $31,750 is due by July 31, 2026, upon receipt of which the Company will release certain wine inventory to Full Glass. The remaining $406,000 of the Settlement Amount constitutes a “Deposit” that may be applied, at Full Glass’s election, in one of two ways:

(i) Equity Redemption in Connection with Future Wine Purchases: Full Glass purchases 135,333.33 gallons of finished wine from the Company at $5.00 per gallon (aggregate purchase price of $676,666.66), with $270,666.66 paid in cash and the remaining $406,000 applied to the redemption of Series A Units and Common Units held by the Company in FGWC at $8.77 per unit; or

(ii) Application of Deposit to Equity Redemption Only: the $406,000 Deposit is applied exclusively to the redemption of Series A Units and Common Units held by the Company in FGWC, without any accompanying wine purchase.

The Side Letter Agreement provides that if any installment payment is late, a one-time late charge of $10,000 applies, subject to a 7-day cure period. Failure to cure permits the Company to elect to void the Side Letter Agreement and reinstate the original obligations under the Purchase Agreement.

The Side Letter Agreement also provides that if, within one year of the effective date, FGWC enters into a definitive agreement for a sale of the company (including a merger, consolidation, equity sale, asset sale, or change of control exceeding 51%), and a Redemption Agreement was previously executed, Full Glass must pay the Company the difference between what the Company would have received in such sale transaction and the Settlement Amount previously applied through redemption.

In connection with the Side Letter Agreement, the Company acknowledged that Full Glass paid all amounts owed under the Amended and Restated Secured Promissory Note dated February 29, 2024, and the Company agreed to deliver a Release of Security Interests in IP and Confirmation Payoff Letter. The parties also exchanged broad mutual releases of all claims related to the Purchase Agreement and all other agreements and dealings between the parties, including the Company’s equity ownership in FGWC, subject to receipt of the Settlement Amount. The mutual releases include a waiver of California Civil Code Section 1542.

The foregoing description of the Side Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Side Letter Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

Effective as of July 29, 2026, the Multi-Year Wine Purchase Agreement dated February 29, 2024, by and between Full Glass – Licensing, LLC and the Company (the “Purchase Agreement”), was terminated in its entirety pursuant to the terms of the Side Letter Agreement described in Item 1.01 above. Certain provisions of the Purchase Agreement survive solely to give effect to the credit mechanics contemplated by the Side Letter Agreement, including provisions relating to purchase orders, pricing and invoicing, delivery terms, and the intellectual property license for labeling and packaging.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

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

(d) Exhibits

10.1 Side Letter Agreement, dated July 29, 2026, by and among Full Glass Wine Co., LLC, Full Glass - Licensing, LLC, and AMASS Brands Inc.

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: August 5, 2026

AMASS BRANDS INC

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

3

Filing Exhibits & Attachments

2 documents

Agreements & Contracts

• EX-10.1 EXHIBIT 10.1 483.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 44.0 KB