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Nasdaq cites AMASS Brands (AMSS) for market value shortfall

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

AMASS Brands Inc. reported that Nasdaq notified it on July 22, 2026 that the company no longer meets Nasdaq Global Market continued listing requirements based on market value tests.

For the 30 consecutive business days from June 8 through July 21, 2026, its market value of listed securities was below $50,000,000 and its market value of publicly held shares was below $15,000,000. The notice does not immediately affect trading, and AMASS has 180 calendar days, until January 19, 2027, to regain compliance by meeting both thresholds for at least ten consecutive business days. The company plans to monitor these measures and may seek a transfer to the Nasdaq Capital Market.

Positive

  • None.

Negative

  • Nasdaq notified AMASS Brands that it is out of compliance with Nasdaq Global Market listing rules after MVLS stayed below $50,000,000 and MVPHS below $15,000,000, creating a risk that its shares could be delisted if compliance is not regained by January 19, 2027.

Filing Explained

Nasdaq may require AMASS to demonstrate compliance for more than the stated ten consecutive business days, generally no more than 20; if compliance is not regained by January 19, 2027, the company may appeal a delisting determination to a Hearings Panel.

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 or transferred its listing to a different exchange.
MVLS minimum requirement $50,000,000 Minimum market value of listed securities under Nasdaq Listing Rule 5450(b)(2)(A)
MVPHS minimum requirement $15,000,000 Minimum market value of publicly held shares under Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C)
Non-compliance period length 30 business days Period from June 8, 2026 through July 21, 2026 when MVLS and MVPHS were below required thresholds
Compliance period 180 calendar days Time allowed to regain compliance, ending January 19, 2027, under Nasdaq Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D)
Required compliant trading days 10 business days Minimum consecutive business days MVLS and MVPHS must each meet their thresholds to regain compliance
market value of the Company’s listed securities financial
"the market value of the Company’s listed securities (“MVLS”) was below the minimum"
market value of the Company’s publicly held shares financial
"the market value of the Company’s publicly held shares (“MVPHS”) was below the minimum"
continued listing requirements regulatory
"it is not in compliance with the continued listing requirements of The Nasdaq Global Market"
Rules a stock exchange sets that a publicly traded company must keep meeting to stay listed and tradable on that exchange, such as minimum share price, market value, timely financial reports, and basic governance practices. Like a club’s membership rules, they matter because falling short can lead to warnings, penalties or removal from the exchange, which can cut liquidity, hurt share value and increase the risk for investors.
Nasdaq Global Market regulatory
"the continued listing requirements of 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.
Nasdaq Capital Market regulatory
"including, if appropriate, applying to transfer the Company’s securities to The Nasdaq Capital Market"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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

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FAQ

Why did AMSS receive a Nasdaq deficiency notice on July 22, 2026?

Nasdaq notified AMSS that it no longer meets Nasdaq Global Market continued listing requirements because its market value of listed securities was below $50,000,000 and its market value of publicly held shares was below $15,000,000 for 30 consecutive business days ending July 21, 2026.

What specific Nasdaq listing rules is AMSS currently failing to satisfy?

The company is not in compliance with Nasdaq Listing Rules 5450(b)(2)(A), 5450(b)(2)(C), and 5450(b)(3)(C) regarding market value tests, and Nasdaq also noted AMSS does not meet the requirements under 5450(b)(3)(A) for the Nasdaq Global Market listing standards.

How long does AMSS have to regain Nasdaq listing compliance?

AMSS has 180 calendar days, until January 19, 2027, to regain compliance. Its market value of listed securities must be at least $50,000,000 and its market value of publicly held shares at least $15,000,000 for a minimum of ten consecutive business days during this period.

What happens if AMSS does not regain compliance with Nasdaq rules by January 19, 2027?

If AMSS does not regain compliance with the MVLS and MVPHS requirements by January 19, 2027, Nasdaq will issue a written notice that the company’s securities are subject to delisting. AMSS would then have the opportunity to appeal the delisting determination to a Nasdaq Hearings Panel.

Does the Nasdaq deficiency notice immediately affect trading in AMSS common stock?

The notice has no immediate effect on the listing or trading of AMSS common stock on the Nasdaq Global Market. The shares continue to trade while the company works within the 180-day compliance period to address the market value deficiencies cited by Nasdaq.

What options is AMSS considering to address the Nasdaq listing deficiency?

AMSS stated it intends to monitor its MVLS and MVPHS and evaluate options to regain compliance. These include, if appropriate, applying to transfer its securities to the Nasdaq Capital Market, provided it satisfies that market’s applicable continued listing requirements.
falseAMASS BRANDS0001851491CA 0001851491 2026-07-22 2026-07-22
 
 
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 22, 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 July 22, 2026, AMASS Brands Inc (the “Company”) received two notification letters (the “Notification Letters”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with the continued listing requirements of The Nasdaq Global Market because, for the 30 consecutive business days from June 8, 2026 through July 21, 2026, (i) the market value of the Company’s listed securities (“MVLS”) was below the minimum $50,000,000 required under Nasdaq Listing Rule 5450(b)(2)(A) and (ii) the market value of the Company’s publicly held shares (“MVPHS”) was below the minimum $15,000,000 required under Nasdaq Listing Rules 5450(b)(2)(C) and 5450(b)(3)(C). Nasdaq also noted in the MVLS Notification Letter that the Company does not meet the requirements under Nasdaq Listing Rule 5450(b)(3)(A).
 
The Notification Letters have no immediate effect on the listing or trading of the Company’s common stock on The Nasdaq Global Market. In accordance with Nasdaq Listing Rules 5810(c)(3)(C) and 5810(c)(3)(D), the Company has 180 calendar days, or until January 19, 2027, to regain compliance with the MVLS and MVPHS requirements. To regain compliance, the Company’s MVLS must close at $50,000,000 or more and the Company’s MVPHS must close at $15,000,000 or more, in each case for a minimum of ten consecutive business days during the compliance period. Nasdaq may, in its discretion, require the Company to satisfy the applicable price-based requirement for a period in excess of ten consecutive business days, generally not more than 20 consecutive business days, before determining that the Company has demonstrated an ability to maintain long-term compliance.
 
If the Company does not regain compliance with the MVLS and MVPHS requirements before January 19, 2027, Nasdaq will provide written notification that the Company’s securities are subject to delisting, at which time the Company may appeal the delisting determination to a Hearings Panel. The Company intends to monitor its MVLS and MVPHS and evaluate available options to regain compliance, including, if appropriate, applying to transfer the Company’s securities to The Nasdaq Capital Market, provided that the Company satisfies the applicable continued listing requirements for that 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.
 
Dated: July 2
7
, 2026
 
AMASS BRANDS INC
 
By:
/s/ Mark T. Lynn
 
 
Mark T. Lynn
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 

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