AMASS BRANDS Amends Series C Preferred Terms; $2M Investor Purchase

What Happened

AMASS Brands, Inc. filed an Amended and Restated Certificate of Designation for its Series C Convertible Preferred Stock on August 19, 2026, revising the terms of the Series C that were originally created May 20, 2026. The amendment (approved by the Company’s board and by a majority of Series C holders) changes liquidation and deemed-liquidity provisions, conversion rights and pricing (including for a limited conversion event), optional redemption language (clarifying holders cannot compel redemption except upon an actual liquidation), events of default and remedies, and several definitions and restrictive covenants. The full Amended and Restated Certificate of Designation is filed as Exhibit 3.1 to the 8-K.

Key Details

• Series C Convertible Preferred Stock: 35,000 authorized shares, par value $0.00001 per share (created May 20, 2026).
• Amendment filed: Amended and Restated Certificate of Designation submitted to the Delaware Secretary of State on August 19, 2026.
• Investor purchase request: Under the Securities Purchase Agreement dated March 17, 2026 (as amended April 7, 2026), AMASS delivered a request on August 19, 2026 asking Streeterville Capital, LLC to purchase additional Series C Preferred Stock for an aggregate $2,000,000; the Investor is obligated to purchase such shares subject to the Purchase Agreement’s terms and closing conditions.
• Redemption clarification: The amendment confirms Series C holders do not have the right to require the Company to redeem or repurchase their shares except in connection with an actual liquidation/dissolution/winding up.

Why It Matters

These changes affect the economic and conversion rights attached to the Series C preferred shares—important to holders of Series C and common shareholders because they can influence liquidation priority, conversion caps/pricing, and remedies if defaults occur. The requested $2.0M purchase from Streeterville Capital, if completed under the existing Purchase Agreement, would provide additional capital to the company under the Series C structure. Investors should review the Amended and Restated Certificate of Designation (Exhibit 3.1) and the underlying Purchase Agreement for the precise legal and economic effects.