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Blaize Holdings (NASDAQ: BZAI) grants 2M shares to settle dispute with Bess Ventures

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Blaize Holdings, Inc. entered into a Settlement Agreement through its subsidiary Blaize, Inc. with Bess Ventures and Advisory LLC to resolve disagreements related to a February 15, 2024 letter agreement. As consideration, the company issued 2,000,000 shares of common stock to Bess Ventures. Bess Ventures is owned and managed by Lane M. Bess, chair of the Board, and the transaction was reviewed and approved by all disinterested Board members. The shares were issued as unregistered securities under Section 4(a)(2) and Rule 506(b) of Regulation D, to an accredited investor, with no underwriters, no commissions, and transfer restrictions under securities laws.

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Insights

Blaize settles a related-party dispute using 2M unregistered shares.

Blaize Holdings used equity instead of cash to resolve disagreements tied to a prior letter agreement by issuing 2,000,000 common shares to Bess Ventures, an entity owned and managed by the Board chair. The Board’s disinterested members approved the deal.

The issuance relied on Section 4(a)(2) and Rule 506(b) of Regulation D, meaning it was a private offering to an accredited investor, with no general solicitation and no underwriters or commissions. The securities are restricted, limiting immediate resale.

For shareholders, the key factors are equity dilution from the new shares and the fact that this settles a disagreement with an affiliate. Future company filings may give more context on overall capital structure and any further related‑party arrangements.

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 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Settlement shares issued 2,000,000 shares Common stock issued to Bess Ventures under Settlement Agreement
Par value per share $0.0001 per share Par value of Blaize Holdings common stock
Warrant exercise price $11.50 per share Exercise price for warrants listed under trading symbol BZAIW
Securities Act exemption Section 4(a)(2) and Rule 506(b) Exemption relied upon for unregistered issuance of settlement shares
Settlement Agreement date July 7, 2026 Date Blaize, Inc. entered into Settlement Agreement with Bess Ventures
Settlement Agreement financial
"entered into a Settlement Agreement (the “Settlement Agreement”) with Bess Ventures and Advisory LLC"
A settlement agreement is a legally binding deal where two sides resolve a dispute—often a lawsuit—by agreeing on terms such as payments, actions, or changes in behavior instead of continuing the case to trial. For investors it matters because settlements can create immediate costs, limit future liabilities or risks, and change a company's cash flow, reputation, or ongoing obligations much like paying a negotiated bill to avoid a lengthy, uncertain fight.
accredited investor regulatory
"Bess Ventures represented to Blaize that it is an “accredited investor” as defined in Rule 501(a) of Regulation D."
An accredited investor is an individual or entity that meets certain financial criteria, such as having a high income or significant net worth, allowing them to invest in private or less regulated investment opportunities. This status matters because it grants access to investments that are often riskier or less available to the general public, reflecting a higher level of financial knowledge or resources.
Regulation D regulatory
"Rule 506(b) of Regulation D promulgated thereunder."
Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.
Section 4(a)(2) regulatory
"exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
unregistered sales of equity securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
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FAQ

What did Blaize Holdings (BZAI) announce in this 8-K filing?
Blaize Holdings reported a Settlement Agreement between its subsidiary Blaize, Inc. and Bess Ventures to resolve disagreements tied to a February 15, 2024 letter agreement. In exchange for mutual releases and covenants, Blaize issued 2,000,000 shares of common stock to Bess Ventures as settlement consideration.

How many shares did Blaize Holdings (BZAI) issue under the Settlement Agreement?
The company issued 2,000,000 common shares to Bess Ventures and Advisory LLC as settlement consideration. These shares, called Settlement Shares, are Blaize Holdings common stock with a par value of $0.0001 per share, and were provided in exchange for mutual releases and covenants in the agreement.

Who is Bess Ventures in relation to Blaize Holdings (BZAI)?
Bess Ventures is an entity owned and managed by Lane M. Bess, who serves as chair of Blaize Holdings’ Board of Directors. Because of this relationship, the Settlement Agreement is a related‑party transaction that was reviewed and approved by all disinterested members of the Board after considering material facts.

Was the Blaize Holdings (BZAI) share issuance registered with the SEC?
No, the 2,000,000 shares were issued as unregistered securities in reliance on Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D. Bess Ventures represented it is an accredited investor, no general solicitation occurred, and no underwriters or commissions were involved in the transaction.

Are there transfer restrictions on the Blaize Holdings (BZAI) Settlement Shares?
Yes, the issued shares are restricted securities. The 2,000,000 common shares issued to Bess Ventures in the private offering are subject to transfer restrictions under applicable federal and state securities laws, limiting their resale until relevant conditions for lawful transfer are satisfied in the future.
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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 7, 2026


Blaize Holdings, Inc.
(Exact name of Registrant as Specified in Its Charter)


Delaware001-4113986-2708752
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
4659 Golden Foothill Parkway, Suite 206
El Dorado Hills, California
95762
(Address of Principal Executive Offices)(Zip Code)

Registrant’s Telephone Number, Including Area Code: (916) 347-0050

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:
☐ 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
Common stock, par value $0.0001 per shareBZAIThe Nasdaq Stock Market
Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per shareBZAIWThe Nasdaq Stock Market
Series A Junior Participating Preferred Stock,
par value $0.0001 per share
The Nasdaq Stock 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 ☒
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 7, 2026, Blaize, Inc. (“Blaize”), a wholly owned subsidiary of Blaize Holdings, Inc. (the “Company”) entered into a Settlement Agreement (the “Settlement Agreement”) with Bess Ventures and Advisory LLC (“Bess Ventures”), an entity whose owner-manager is Lane M. Bess, chair of the Company’s Board of Directors (the “Board”), to resolve certain disagreements between the parties relating to a letter agreement dated February 15, 2024 and matters arising thereunder.

Pursuant to the Settlement Agreement, the Company agreed to issue 2,000,000 shares of the Company’s common stock (“Common Stock”), par value $0.0001 per share (the “Settlement Shares”), to Bess Ventures in consideration for the mutual covenants and releases set forth therein. The Settlement Agreement contains mutual releases by each party of the other with respect to claims arising out of or related to the disagreements described above, as well as customary confidentiality provisions.

Mr. Bess’s interest in the Settlement Agreement as the owner-manager of Bess Ventures was disclosed to, and considered by, the Board. After review and consideration of the material facts, the Board, including all of the disinterested members of the Board, approved Blaize’s entry into the Settlement Agreement and the issuance of the Settlement Shares.
The foregoing summary of the Settlement Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Settlement Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein 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 is incorporated herein by reference. In connection with the Settlement Agreement, the Company issued 2,000,000 shares of Common Stock to Bess Ventures.

The issuance of the foregoing securities was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D promulgated thereunder. Bess Ventures represented to Blaize that it is an “accredited investor” as defined in Rule 501(a) of Regulation D. No general solicitation or advertising was used in connection with the offering. No underwriters were engaged, and no commissions or other remuneration were paid in connection with the issuance of the foregoing securities. The securities are subject to restrictions on transfer under applicable federal and state securities laws.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit No.Description
10.1
Settlement Agreement, by and between Bess Ventures and Advisory LLC and Blaize Inc., dated July 7, 2026
104Cover 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.


Date: July 9, 2026Blaize Holdings, Inc.
By: /s/ Kim Evans
Kim Evans
General Counsel






Source: View Original Filing on SEC EDGAR

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