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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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 12, 2026
AMAZE
HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
|
001-41147 |
|
87-3905007 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
150
Paularino Ave., Suite D-200, Costa Mesa, CA 92626
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (855) 766-9463
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 each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Not
applicable |
|
Not
applicable |
|
Not
applicable |
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 ☒
If
an emerging growth company, indicate by checkmark 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
October 15, 2026, Amaze Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase
Agreement”) with C/M Capital Master Fund, LP (the “Purchaser”). Under the Purchase Agreement, the Company has the right,
but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to $100 million (the “Commitment
Amount”) of newly issued shares (the “Purchase Shares”) of the Company’s common stock, $0.001 par value per share
(the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time
during the term of the Purchase Agreement.
Beginning
on the date (the “Commencement Date”) that all of the applicable conditions under the Purchase Agreement are satisfied, including
the effectiveness of a resale registration statement covering the Purchaser’s resale of Common Stock pursuant to the terms of the
Purchase Agreement, and ending on the date that is 36 months following the Commencement Date (the “Term”), the Company will
have the right, in its sole discretion, to cause the Purchaser to purchase shares of Common Stock from time to time by timely delivering
a written notice to the Purchaser.
The
timing and volume of sales of Common Stock to the Purchaser by the Company during the Term will be subject to the Company’s sole
discretion. Actual sales of shares of Common Stock to the Purchaser will depend on a variety of factors to be determined by the Company
from time to time, including, among others, market conditions, the trading price of the Company’s Common Stock and determinations
by the Company as to the appropriate sources of funding for the Company and its operations.
During
the Term, on any business day on which the previous business day’s closing sale price of the Common Stock is not less than $0.01
(the “Minimum Price Threshold”), the Company may direct the Purchaser, on such business day (the “Fixed Purchase Date”),
to purchase a specified number of shares of Common Stock (a “Fixed Purchase”) not to exceed $500,000 under any single Fixed
Purchase (and not to exceed $10,000,000 in aggregate Fixed Purchases on any single day), at a purchase price equal to 95% of the lesser
of (i) the daily volume weighted average price (the “VWAP”) of the Common Stock for the five business days immediately preceding
the applicable Fixed Purchase Date for such Fixed Purchase and (ii) the lowest sales price of a share of Common Stock on the business
day immediately prior to such applicable Fixed Purchase Date.
In
addition, during the Term, on any business day on which the previous business day’s closing sale price of the Common Stock is not
less than $0.01 and such business day is also the Fixed Purchase Date for a Fixed Purchase of a number of shares of Common Stock not
less than the Fixed Purchase Share Limit (as defined in the Purchase Agreement) then in effect (the “VWAP Purchase Date”),
the Company may also direct the Purchaser to purchase an additional number of shares of Common Stock not to exceed the lesser of (A)
300% of the number of shares purchased in the corresponding Fixed Purchase and (B) 30% of the total volume of Common Stock traded during
the period beginning at the VWAP Purchase Commencement Time (as defined in the Purchase Agreement) and ending at the VWAP Purchase Termination
Time (as defined in the Purchase Agreement) (a “VWAP Purchase”) at a purchase price equal to 95% of the lesser of (i) the
closing price of a share of Common Stock on the business day immediately prior to such applicable VWAP Purchase Date and (ii) the lowest
sale price of the Common Stock for the period beginning at the VWAP Purchase Commencement Time and ending at the VWAP Purchase Termination
Time. On any VWAP Purchase Date on which the Company has properly submitted a VWAP Purchase Notice (as defined in the Purchase Agreement),
the Company may also direct the Purchaser to purchase additional shares of Common Stock (an “Additional VWAP Purchase”) at
a purchase price equal to 95% of the lesser of (i) the closing sale price of the Common Stock on the applicable Additional VWAP Purchase
Date and (ii) the lowest sale price of the Common Stock during the period beginning at the Additional VWAP Purchase Commencement Time
and ending at the Additional VWAP Purchase Termination Time (each as defined in the Purchase Agreement). The aggregate purchase price
payable by the Purchaser for all VWAP Purchases and Additional VWAP Purchases on any single VWAP Purchase Date may not exceed $2,000,000,
unless waived by the Purchaser.
There
is no upper limit on the price per share paid to the Company by the Purchaser. Except for certain exempt issuances, if the Purchaser
holds any shares of Common Stock on a Fixed Purchase Date or VWAP Purchase Date and the Company sells any securities within three business
days thereafter at a price per share (the “New Issuance Price”) less than the price to be paid by the Purchaser in the Fixed
Purchase or VWAP Purchase, then the purchase price for such Fixed Purchase will be reduced to the New Issuance Price and, at the Purchaser’s
option, the purchase price for such VWAP Purchase may be reduced to the New Issuance Price, subject to the terms and conditions set forth
in the Purchase Agreement.
Moreover,
the Company may not issue or sell any shares of Common Stock to the Purchaser under the Purchase Agreement which, when aggregated with
all other shares of Common Stock then beneficially owned by the Purchaser and its affiliates (as calculated pursuant to Section 13(d)
of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Purchaser beneficially owning more
than 4.99% of the outstanding shares of Common Stock (or 9.99% at the election of the Purchaser upon at least 61 days’ prior notice
to the Company).
The
net proceeds from sales of Common Stock by the Company to the Purchaser under the Purchase Agreement will depend on the frequency and
prices at which the Company sells shares of Common Stock to the Purchaser. The Company expects to use any net proceeds from such sales
for working capital and other general corporate purposes.
The
Company has the right to terminate the Purchase Agreement at any time after the Commencement Date, upon one business day’s notice,
at no cost or penalty. The Purchase Agreement will automatically terminate, among other reasons, (i) on the date on which the Purchaser
has purchased $100,000,000 of Common Stock under the Purchase Agreement, (ii) on the first day of the month immediately following the
36-month anniversary of the Commencement Date, and (iii) if bankruptcy proceedings are commenced by or against the Company that are not
discharged within 90 days, a custodian is appointed for the Company or for all or substantially all of the Company’s property or
the Company makes a general assignment for the benefit of its creditors.
As
consideration for the Purchaser’s execution and delivery of the Purchase Agreement, the Company agreed to pay the Purchaser a commitment
fee equal to 2% of the Commitment Amount, or $2,000,000 (the “Commitment Fee”), payable in 1,000,000 shares of the Company’s
Series F Convertible Preferred Stock (the “Series F Preferred Stock” or the “Commitment Shares”) with a stated
value of $2.00 per share, or $2,000,000 in the aggregate, convertible into shares of Common Stock at a conversion price of $0.025 per
share (currently 80,000,000 shares of Common Stock), subject to a beneficial ownership limitation of 4.99% (or 9.99% upon 61 days’
prior notice). In addition, the Series F Preferred Stock may not be converted until the earliest of (i) the 12-month anniversary of the
effective date of the Purchase Agreement, (ii) the termination of the Purchase Agreement and (iii) the Company’s written consent.
The Commitment Shares are issuable upon execution of the Purchase Agreement.
The
Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations,
warranties and covenants contained in such agreements were made only for the purposes of such agreement, were solely for the benefit
of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Company also agreed to
reimburse the Purchaser up to $15,000 in cash for its legal fees in connection with the preparation and negotiation of the Purchase Agreement.
In
connection with the execution of the Purchase Agreement, the Company entered into a registration rights agreement with the Purchaser
(the “Registration Rights Agreement”). Under the Registration Rights Agreement, the Company agreed to file a registration
statement on Form S-1 with the SEC covering the resale of the shares of Common Stock issuable under the Purchase Agreement within 30
calendar days after the date of the Purchase Agreement and to use its commercially reasonable efforts to cause such registration statement
to be declared effective by the SEC at the earliest practicable date. The registration rights granted under the Registration Rights Agreement
are subject to certain conditions and limitations and are subject to customary indemnification and contribution provisions.
The
foregoing description of the Purchase Agreement, the Registration Rights Agreement and the Series F Preferred Stock does not purport
to be complete and is qualified in its entirety by reference to the full text of such agreements and the Certificate of Designation of
Preferences, Rights and Limitations of Series F Convertible Preferred Stock, copies of which are attached hereto as Exhibits 10.1, 10.2
and 3.2, respectively, and each of which is incorporated herein in its entirety by reference.
Item
3.02 Unregistered Sales of Equity Securities.
The
information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Commitment Shares is incorporated herein by reference.
In addition, the information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference. The securities
issued under Item 1.01 and Item 5.03 were issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the
Securities Act of 1933, as amended, as a transaction by an issuer not involving a public offering.
Item
3.03 Material Modification to Rights of Security Holders.
The
information set forth in Item 5.03 of this Current Report on Form 8-K disclosing the Series X Preferred Stock is incorporated herein
by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
X Preferred Stock
On
October 12, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Preferred Stock with
the Nevada Secretary of State (the “Series X Certificate of Designation”), designating one share of the Company’s preferred
stock, par value $0.001 per share, as Series X Preferred Stock (the “Series X Preferred Stock”). The Series X Certificate
of Designation became effective upon filing.
The
Series X Preferred Stock has the right to vote and/or consent only on proposals to amend the Company’s Articles of Incorporation
(i) to increase the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), to not
more than 4,000,000,000 shares and (ii) to effectuate one or more reverse stock splits of the outstanding shares of Common Stock, each
at a ratio of not less than 1-for-2 and not more than 1-for-500, provided that the combined ratio of all such reverse stock splits shall
not exceed 1-for-500 in the aggregate (together, the “Capitalization Amendments Proposals”), voting together with the Common
Stock as one class. Solely with respect to the Capitalization Amendments Proposals, the Series X Preferred Stock has voting power equal
to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders, including the power
to act by written consent in lieu of a meeting. As a result, the holder of the Series X Preferred Stock will be able to approve the Capitalization
Amendments Proposals without the vote of any other stockholder. The Series X Preferred Stock has no right to vote or consent on any other
matter.
The
Series X Preferred Stock is not entitled to any dividends or distributions, is not entitled to participate in any distribution of assets
upon any liquidation, dissolution or winding up of the Company, and carries no preemptive rights. The Series X Preferred Stock is not
convertible into Common Stock or any other security of the Company. Any share of Series X Preferred Stock outstanding on the record date
for the vote or consent on the Capitalization Amendment Proposals will be automatically surrendered to the Company and cancelled for
no consideration upon the one-year anniversary of the filing of the Series X Certificate of Designation with the Nevada Secretary of
State, and will be retired and not reissued.
The
foregoing description of the Series X Certificate of Designation and the Series X Preferred Stock does not purport to be complete and
is qualified in its entirety by the Series X Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated by reference
into this Item 5.03.
Series
F Preferred Stock
On
October 15, 2026, the Company filed the Series F Certificate of Designation, designating 1,000,000 shares of preferred stock as the Series
X Preferred Stock. The information set forth in Item 1.01 of this Current Report on Form 8-K regarding the Series X Preferred Stock Shares
is incorporated herein by reference. The foregoing description of the Series F Certificate of Designation and the Series F Preferred
Stock does not purport to be complete and is qualified in its entirety by the Series X Certificate of Designation, which is filed as
Exhibit 3.1 hereto and incorporated by reference into this Item 5.03. The foregoing description of the Series F Certificate of Designation
and the Series F Preferred Stock does not purport to be complete and is qualified in its entirety by the Series F Certificate of Designation,
which is filed as Exhibit 3.2 hereto and incorporated by reference into this Item 5.03.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 3.1 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series X Preferred Stock |
| 3.2 |
|
Certificate of Designation of Preferences, Rights and Limitations of Series F Preferred Stock |
| 10.1 |
|
Securities Purchase Agreement dated as of October 15, 2026 by and between Amaze Holdings, Inc. and C/M Capital Master Fund, LP. |
| 10.2 |
|
Registration Rights Agreement dated as of October 15, 2026 by and between Amaze Holdings, Inc. and C/M Capital Master Fund, LP. |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| |
Amaze
Holdings, Inc. |
| |
|
|
| Date:
October 16, 2026 |
By: |
/s/
Joel Krutz |
| |
|
Joel
Krutz, Interim Chief Executive Officer and Chief Financial Officer |
