Amaze Holdings, Inc.: enters $100,000,000 equity purchase agreement

What happened

• Amaze Holdings, Inc. reported that on Oct 15, 2026 it entered into a securities purchase agreement with C/M Capital Master Fund, LP under which the company has the right, but not the obligation, to sell up to $100,000,000 of newly issued shares of its common stock to the purchaser. The right to sell begins on the Commencement Date after specified conditions are met, including effectiveness of a resale registration statement, and continues for a Term of 36 months following the Commencement Date.
• The company also entered into a registration rights agreement dated Oct 15, 2026 under which it agreed to file a registration statement on Form S-1 covering resale of the shares within 30 calendar days after the date of the purchase agreement and to use commercially reasonable efforts to cause it to be declared effective.

Key details

• Commitment amount: $100,000,000; Term: 36 months following the Commencement Date. Purchaser: C/M Capital Master Fund, LP.
• Fixed purchases: up to $500,000 per Fixed Purchase and up to $10,000,000 aggregate Fixed Purchases per day; purchase price equal to 95% of the lesser of five-day VWAP or the lowest sale price on the prior business day. Minimum price threshold: previous business day’s close not less than $0.01.
• VWAP and additional VWAP purchases: additional purchases allowed subject to limits (no more than 300% of the Fixed Purchase or 30% of trading volume for the VWAP period); aggregate VWAP and Additional VWAP purchases capped at $2,000,000 on any VWAP Purchase Date unless waived.
• Beneficial ownership limit: Purchaser may not beneficially own more than 4.99% of outstanding common stock, or 9.99% if Purchaser gives at least 61 days’ prior notice.
• Consideration and fees: company agreed to pay a commitment fee equal to 2% of the Commitment Amount, or $2,000,000, payable in 1,000,000 shares of Series F convertible preferred stock with a stated value of $2.00 per share, convertible into common stock at $0.025 per share (currently 80,000,000 shares) subject to the 4.99% (or 9.99%) beneficial ownership limitation. The Series F preferred may not be converted until the earliest of (i) the 12-month anniversary of the effective date of the Purchase Agreement, (ii) termination of the Purchase Agreement and (iii) the company’s written consent.
• Termination and other terms: agreement automatically terminates if the Purchaser has purchased $100,000,000 of common stock, on the first day of the month immediately following the 36-month anniversary of the Commencement Date, or upon certain bankruptcy events; the company may also terminate after the Commencement Date with one business day’s notice. Company agreed to reimburse up to $15,000 of the Purchaser’s legal fees in connection with the agreement.

Why it may matter

• This Form 8-K reports Item 1.01, entry into a material definitive agreement (the securities purchase agreement and related registration rights agreement) that covers a potential equity financing arrangement up to $100,000,000 and the issuance of Series F convertible preferred stock as a commitment fee.
• The filing also references items concerning unregistered sales of equity securities and material modification to rights of security holders related to the issued securities. The filing does not show why the company acted.