AMASS BRANDS 8-K

What Happened

• AMASS Brands Inc. filed an 8‑K on May 26, 2026 disclosing that on May 20, 2026 it completed the second closing under a Securities Purchase Agreement with Streeterville Capital, LLC. The Company issued and sold 7,000 shares of Series C Convertible Preferred Stock for an aggregate purchase price of $6,990,000. The securities were issued in a private placement relying on Section 4(a)(2) and Rule 506(b) of Regulation D.

Key Details

• Buyer: Streeterville Capital, LLC. Agreement dates: SPA dated March 17, 2026; Global Amendment dated April 7, 2026.
• Amount sold: 7,000 shares of Series C Convertible Preferred for $6,990,000 (the Initial Purchase Price). The Initial Purchase Price reflects a $10,000 adjustment from $7,000,000 per the Global Amendment; a $30,000 transaction expense is noted as payable to the Investor.
• Conversion terms: Each preferred share has a stated value of $1,086.96. The shares are convertible into AMASS common stock under the Certificate of Designation (filed May 19, 2026). The conversion price is initially the Fixed Price and may later become the lesser of the Fixed Price and Market Price (subject to a floor) after specified triggers (e.g., six months from the Initial Listing Date, a Trigger Event, or an Event of Default).
• Conversion limits: Conversions are subject to a 9.99% beneficial ownership limitation and the Nasdaq exchange cap under Listing Rule 5635(d).

Why It Matters

• This private sale raises nearly $7.0 million in financing and creates a holder (Streeterville) with convertible preferred that can become common stock in the future. For investors, the key effects to watch are potential dilution if and when conversions occur, the conversion price mechanics (including floors and market‑price adjustments), and the 9.99% ownership limit and Nasdaq cap that restrict how much the investor can convert at once. The filing is a non‑public placement (unregistered) under Regulation D.