$AMSS·8-K

AMASS BRANDS · Jun 23, 5:13 PM ET

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AMASS BRANDS 8-K

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AMASS BRANDS Enters SAFE Investment in AfterDream, Increases to $1.535M

What Happened
AMASS BRANDS Inc. (AMSS) filed an 8-K on June 23, 2026 reporting that on June 16, 2026 it entered a Simple Agreement for Future Equity (SAFE) to invest $1,435,000 in AfterDream, Inc. The company amended that SAFE on June 17, 2026 to increase the investment to $1,535,000. The SAFE carries a post-money valuation cap of $7,500,000 and sets conversion and payout rules if AfterDream completes an equity financing, liquidity event, or dissolution before the SAFE terminates.

Key Details

  • Original SAFE signed: June 16, 2026 for $1,435,000; Amendment signed June 17, 2026 increases Purchase Amount to $1,535,000 (additional $100,000).
  • Post-money valuation cap: $7,500,000 (unchanged by amendment).
  • Conversion on Equity Financing: SAFE converts automatically into preferred stock based on the greater of (a) Purchase Amount ÷ lowest price per share of Standard Preferred Stock, or (b) Purchase Amount ÷ Safe Price.
  • Liquidity or Dissolution Events: investor entitled to receive either the Purchase Amount or an amount based on conversion to common stock, subject to SAFE terms and liquidation priority. SAFE is not transferable without written consent (customary exceptions).

Why It Matters
This 8-K discloses AMASS Brands is using corporate funds to make a minority, contingent-equity investment in AfterDream via a SAFE. For AMASS investors, the filing shows a $1.535M capital deployment with the potential to convert into equity or receive proceeds if AfterDream raises capital, is sold, or dissolves. The post-money cap and conversion mechanics determine how much ownership or payout AMASS could eventually receive; the filing does not disclose any immediate change to AMASS’s financial results.

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