Amaze Holdings, Inc. SEC Filings

AMZE is amending its at-the-market program to offer an additional $18,106,838 of common stock through Ladenburg Thalmann under an existing sales agreement. The assumed price used for dilution calculations is $0.2715 per share, which was the last reported sale price on the NYSE American on November 20, 2025.

As of September 30, 2025, historical net tangible book value was approximately $(26,016,789), or $(4.06) per share. After giving effect to this additional ATM capacity, as adjusted net tangible book value would have been about $(8,553,156), or $(0.12) per share. This implies an immediate increase in net tangible book value of $3.94 per share for existing stockholders and immediate dilution of $0.39 per share for new investors.

The dilution analysis is based on 6,410,742 shares outstanding as of September 30, 2025 and does not reflect potential further dilution from convertible preferred stock, convertible notes, warrants or future equity or convertible debt financing.

Amaze Holdings, Inc. reported an unregistered private sale of its common stock to a single institutional investor. From September 2 through November 14, 2025, the company issued and sold 10,735,000 shares of common stock to C/M Capital Master Fund, LP for an aggregate purchase price of $4,867,585 under a previously disclosed securities purchase agreement dated May 6, 2025. In addition, the company issued 80,513 commitment shares of common stock to the same purchaser as part of the deal terms. These securities were sold in a private transaction relying on exemptions from registration under Section 4(a)(2) and Rule 506(b) as offerings not involving a public offering.

Amaze Holdings, Inc. (AMZE) reported that it furnished an 8‑K under Item 2.02 to provide a press release with financial results for the three and nine months ended September 30, 2025. The company states the press release includes forward‑looking statements with related cautionary language.

The information in Item 2.02 and Exhibit 99.1 is being furnished, not filed, and is not subject to Section 18 liability, nor incorporated by reference under the Securities Act or Exchange Act except as specifically stated.

Amaze Holdings, Inc. is asking stockholders to approve the issuance of common shares upon conversion of its senior secured original issue discount convertible notes in excess of the 19.9% exchange cap, to comply with NYSE American Sections 713(a) and 713(b). The notes total $4,143,234 in aggregate principal, bear 7% interest, and carry an initial conversion price of $2.33 per share with a $1.50 floor, subject to adjustments.

Based on the stated mechanics, conversion could result in 1,778,212 shares at $2.33 (about 21.7% of outstanding on September 11, 2025), or 2,762,156 shares at the $1.50 floor (about 30.2%). The notes include a 9.99% beneficial ownership limit and an aggregate 19.9% cap until approval. If approved, existing holders would experience dilution as more shares are issued on conversion. The Board unanimously recommends voting FOR Proposal 1 and FOR an adjournment authority (Proposal 2) if additional time is needed to solicit votes.

Amaze Holdings (AMZE) acquired the assets of Foodchannel.com on November 7, 2025, adding the “Food Channel” brand and related intellectual property to its platform. The $650,000 purchase price is payable via a Company-issued convertible promissory note bearing 4% interest, convertible at $0.76 per share. On January 6, 2026, the outstanding principal and accrued interest will convert into common stock at $0.76 per share. The purchase price includes a 10% holdback for 12 months for indemnification claims.

The agreement includes customary representations, covenants, and indemnities, plus non-compete and non-solicitation protections. Principals of the seller entered consulting arrangements to support the business. The securities were issued in a private placement relying on Section 4(a)(2) and/or Rule 506(b).

Separately, on November 7, 2025, the Company reduced its workforce by approximately 30%, anticipating $215,000 per month in labor cost savings beginning December 2025, and does not expect any material charges or cash expenditures related to this reduction.

Amaze Holdings (AMZE) amended its August financing with Parler Cloud Technologies, entering an Amended and Restated Securities Purchase Agreement. Parler agreed to purchase 1,000,000 common shares and a 3‑year warrant for 1,000,000 additional shares, for an aggregate purchase price of $4,000,000, split across three tranches.

Tranche 1 provides $2,000,000 via 400 shares of Parler’s Series A Preferred Stock in exchange for 500,000 shares and 500,000 warrants. Tranche 2 delivers $1,000,000 in cash for 250,000 shares and 250,000 warrants, and Tranche 3 delivers $1,000,000 in cash for 250,000 shares and 250,000 warrants. The company may elect Parler Series A Preferred Stock instead of cash for Tranches 2 and 3. Closings for Tranches 1 and 2 are on or before November 30, 2025, and Tranche 3 on or before December 31, 2025.

The warrants carry a $7.50 exercise price. The securities were sold under Section 4(a)(2) and/or Rule 506(b).

Amaze Holdings, Inc. entered into an at-the-market offering agreement with Ladenburg Thalmann, allowing the company to sell, from time to time, up to $6,959,000 of common stock under its shelf registration on Form S-3, as supplemented on October 15, 2025.

Ladenburg will act as agent or principal and use commercially reasonable efforts to execute sales, including directly on the NYSE American. Amaze will pay a commission of up to 3.0% of gross proceeds on sales and reimburse up to $75,000 of expenses, alongside customary indemnification. The company is not obligated to sell any shares, and either party may terminate the agreement as provided.

Amaze Holdings (AMZE) launched an at-the-market offering of up to $6,959,000 of common stock through Ladenburg Thalmann as sales agent. Sales may occur from time to time on the NYSE American under a sales agreement, with Ladenburg earning up to a 3.0% commission on gross proceeds.

The company is subject to Form S-3 General Instruction I.B.6 limits; as of October 14, 2025, its public float was $20,877,906, capping primary sales to no more than one‑third of that amount in any 12‑month period. As an illustration, the table shows up to 3,550,510 shares at $1.96 (the October 14, 2025 last sale price) to reach the full program size. Shares outstanding were 6,511,492 as of October 14, 2025.

Net proceeds are intended for general corporate purposes and working capital, including repayment of debt and other obligations, and potential acquisitions without current commitments. The filing highlights risks typical of ATM programs, including potential price pressure from share sales and immediate dilution to new investors under the illustrative scenario.

Amaze Holdings, Inc. received a Schedule 13G disclosing that Blue Hawk, LLC and its sole member Jerry Murdock beneficially own 510,979 shares of Amaze common stock, equal to 8.04% of the class. The ownership percentage is calculated using 6,335,621 shares outstanding as of 09/03/2025. The filing lists sole voting and dispositive power over the reported shares and states no shared voting or dispositive power. The reporting persons are organized in Colorado (Blue Hawk) and the United States (Mr. Murdock) and provide a business address in Aspen, Colorado. The statement confirms the aggregate holding exceeds the 5% threshold that triggers Schedule 13G reporting.