AMASS BRANDS 8-K

What Happened
On May 19, 2026, AMASS Brands Inc. filed a Certificate of Designation in Delaware creating 35,000 authorized shares of Series C Convertible Preferred Stock. The Series C ranks senior to common stock for dividends and liquidation and accrues a preferred return of 2% per quarter (compounding daily), payable quarterly in cash or additional preferred shares. After an Event of Default, the preferred return rises to 18% per year (simple). Holders can convert Series C into common stock subject to conversion-price mechanics and a 9.99% beneficial ownership cap. On May 20, 2026 the company issued a press release announcing the closing of its direct listing of common stock on the Nasdaq Global Market.

Key Details

• 35,000 authorized shares of Series C Convertible Preferred Stock established (par value $0.00001).
• Preferred Return: 2% per quarter, compounding daily, payable quarterly; increases to 18% p.a. simple after an Event of Default.
• Conversion: holders may convert into common stock; conversions limited so a holder (with affiliates) cannot beneficially own >9.99% of common stock (non-waivable).
• Redemption & remedies: Company may redeem after six months at 115% of the applicable liquidation amount; Events of Default can trigger stated-value increases (15% per event, up to three times) and force redemption.
• Covenants: while any Series C remains outstanding, AMASS must (among other things) maintain SEC filings and a listing (NYSE/NYSE American/Nasdaq), and cannot issue senior or pari passu stock or dispose of significant assets without majority Series C consent.

Why It Matters
For investors, the Series C gives its holders priority over common shareholders for dividends and liquidation and carries a meaningful cash/securities return if unpaid. The conversion feature creates potential dilution to common shareholders, but the strict 9.99% ownership cap limits any single holder’s immediate voting/ownership impact. The covenants and consent rights in the Certificate of Designation restrict the company’s ability to take certain corporate actions while Series C shares remain outstanding. Separately, the announced closing of AMASS’s Nasdaq direct listing increases public trading liquidity and ongoing disclosure obligations for the company.