Opening the filing
8-K
Emerging growth company ☒ If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01. Entry into a Material Definitive Agreement.
On October 15, 2026, Amaze Holdings, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with C/M Capital Master Fund, LP (the “Purchaser”). Under the Purchase Agreement, the Company has the right, but not the obligation, to sell to the Purchaser, and the Purchaser is obligated to purchase, up to $100 million (the “Commitment Amount”) of newly issued shares (the “Purchase Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”), subject to certain conditions and limitations contained in the Purchase Agreement, from time to time during the term of the Purchase Agreement.
Beginning on the date (the “Commencement Date”) that all of the applicable conditions under the Purchase Agreement are satisfied, including the effectiveness of a resale registration statement covering the Purchaser’s resale of Common Stock pursuant to the terms of the Purchase Agreement, and ending on the date that is 36 months following the Commencement Date (the “Term”), the Company will have the right, in its sole discretion, to cause the Purchaser to purchase shares of Common Stock from time to time by timely delivering a written notice to the Purchaser.
The timing and volume of sales of Common Stock to the Purchaser by the Company during the Term will be subject to the Company’s sole discretion. Actual sales of shares of Common Stock to the Purchaser will depend on a variety of factors to be determined by the Company from time to time, including, among others, market conditions, the trading price of the Company’s Common Stock and determinations by the Company as to the appropriate sources of funding for the Company and its operations.
During the Term, on any business day on which the previous business day’s closing sale price of the Common Stock is not less than $0.01 (the “Minimum Price Threshold”), the Company may direct the Purchaser, on such business day (the “Fixed Purchase Date”), to purchase a specified number of shares of Common Stock (a “Fixed Purchase”) not to exceed $500,000 under any single Fixed Purchase (and not to exceed $10,000,000 in aggregate Fixed Purchases on any single day), at a purchase price equal to 95% of the lesser of (i) the daily volume weighted average price (the “VWAP”) of the Common Stock for the five business days immediately preceding the applicable Fixed Purchase Date for such Fixed Purchase and (ii) the lowest sales price of a share of Common Stock on the business day immediately prior to such applicable Fixed Purchase Date.
of the Securities Exchange Act of 1934, as amended, and Rule 13d-3 thereunder), would result in the Purchaser beneficially owning more than 4.99% of the outstanding shares of Common Stock (or 9.99% at the election of the Purchaser upon at least 61 days’ prior notice to the Company).
The net proceeds from sales of Common Stock by the Company to the Purchaser under the Purchase Agreement will depend on the frequency and prices at which the Company sells shares of Common Stock to the Purchaser. The Company expects to use any net proceeds from such sales for working capital and other general corporate purposes.
The Company has the right to terminate the Purchase Agreement at any time after the Commencement Date, upon one business day’s notice, at no cost or penalty. The Purchase Agreement will automatically terminate, among other reasons, (i) on the date on which the Purchaser has purchased $100,000,000 of Common Stock under the Purchase Agreement, (ii) on the first day of the month immediately following the 36-month anniversary of the Commencement Date, and (iii) if bankruptcy proceedings are commenced by or against the Company that are not discharged within 90 days, a custodian is appointed for the Company or for all or substantially all of the Company’s property or the Company makes a general assignment for the benefit of its creditors.
As consideration for the Purchaser’s execution and delivery of the Purchase Agreement, the Company agreed to pay the Purchaser a commitment fee equal to 2% of the Commitment Amount, or $2,000,000 (the “Commitment Fee”), payable in 1,000,000 shares of the Company’s Series F Convertible Preferred Stock (the “Series F Preferred Stock” or the “Commitment Shares”) with a stated value of $2.00 per share, or $2,000,000 in the aggregate, convertible into shares of Common Stock at a conversion price of $0.025 per share (currently 80,000,000 shares of Common Stock), subject to a beneficial ownership limitation of 4.99% (or 9.99% upon 61 days’ prior notice). In addition, the Series F Preferred Stock may not be converted until the earliest of (i) the 12-month anniversary of the effective date of the Purchase Agreement, (ii) the termination of the Purchase Agreement and (iii) the Company’s written consent.
The Commitment Shares are issuable upon execution of the Purchase Agreement.
The Purchase Agreement contains customary representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants contained in such agreements were made only for the purposes of such agreement, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties. The Company also agreed to reimburse the Purchaser up to $15,000 in cash for its legal fees in connection with the preparation and negotiation of the Purchase Agreement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Series
X Preferred Stock On October 12, 2026, the Company filed a Certificate of Designation of Preferences, Rights and Limitations of Series X Preferred Stock with the Nevada Secretary of State (the “Series X Certificate of Designation”), designating one share of the Company’s preferred stock, par value $0.001 per share, as Series X Preferred Stock (the “Series X Preferred Stock”). The Series X Certificate of Designation became effective upon filing.
The Series X Preferred Stock has the right to vote and/or consent only on proposals to amend the Company’s Articles of Incorporation (i) to increase the number of authorized shares of common stock, par value $0.001 per share (the “Common Stock”), to not more than 4,000,000,000 shares and (ii) to effectuate one or more reverse stock splits of the outstanding shares of Common Stock, each at a ratio of not less than 1-for-2 and not more than 1-for-500, provided that the combined ratio of all such reverse stock splits shall not exceed 1-for-500 in the aggregate (together, the “Capitalization Amendments Proposals”), voting together with the Common Stock as one class. Solely with respect to the Capitalization Amendments Proposals, the Series X Preferred Stock has voting power equal to 51% of the number of votes eligible to vote at any special or annual meeting of the Company’s stockholders, including the power to act by written consent in lieu of a meeting. As a result, the holder of the Series X Preferred Stock will be able to approve the Capitalization Amendments Proposals without the vote of any other stockholder. The Series X Preferred Stock has no right to vote or consent on any other matter.
The Series X Preferred Stock is not entitled to any dividends or distributions, is not entitled to participate in any distribution of assets upon any liquidation, dissolution or winding up of the Company, and carries no preemptive rights. The Series X Preferred Stock is not convertible into Common Stock or any other security of the Company. Any share of Series X Preferred Stock outstanding on the record date for the vote or consent on the Capitalization Amendment Proposals will be automatically surrendered to the Company and cancelled for no consideration upon the one-year anniversary of the filing of the Series X Certificate of Designation with the Nevada Secretary of State, and will be retired and not reissued.
The foregoing description of the Series X Certificate of Designation and the Series X Preferred Stock does not purport to be complete and is qualified in its entirety by the Series X Certificate of Designation, which is filed as Exhibit 3.1 hereto and incorporated by reference into this Item 5.03.