Amaze Holdings, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

Amaze Holdings just signed a big deal creating debt and sold some stock. Watch this space.

AI Summary

On September 11, 2025, Amaze Holdings, Inc. entered into a material definitive agreement, creating a direct financial obligation. The company also reported on unregistered sales of equity securities. This filing details significant financial and corporate actions taken by the company.

Why It Matters

This 8-K filing indicates Amaze Holdings, Inc. has entered into a significant agreement that creates a financial obligation and has also engaged in the sale of its equity, which could impact its financial structure and shareholder base.

Risk Assessment

Risk Level: medium — The filing details a material definitive agreement creating a financial obligation and unregistered sales of equity, which can introduce financial and ownership structure risks.

Key Players & Entities

• Amaze Holdings, Inc. (company) — Registrant
• September 11, 2025 (date) — Date of earliest event reported
• Fresh Vine Wine, Inc. (company) — Former company name
• FRESH GRAPES, LLC (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — ch registered Common stock, par value $0.001 per share AMZE NYSE American Indi
• $4,143,234 — estors agreed to purchase approximately $4,143,234 in aggregate principal amount of senior
• $4,043,234.24 b — le Notes") for a total consideration of $4,043,234.24 by (i) exchanging with the Company approx
• $3,043,234 — changing with the Company approximately $3,043,234 of aggregate outstanding principal amou
• $1,000,000 — rior Notes held by them and (ii) paying $1,000,000 in cash to the Company. The New Conver
• $2.33 — tes have an initial conversion price of $2.33 per share, subject to adjustment for su
• $1 — floor price in cash. The floor price is $1.50, subject to adjustment for stock spl
• $1,500,000 — payment will not apply to (i) the first $1,500,000 of net proceeds received by the Company
• $2,500,000 — d Technologies, LLC and (iii) the first $2,500,000 of net proceeds received by the Company

Filing Documents

• amze0917form8k.htm (8-K) — 39KB
• amze0917form8kexh10_1.htm (EX-10.1) — 244KB
• amze0917form8kexh10_2.htm (EX-10.2) — 214KB
• amze0917form8kexh10_3.htm (EX-10.3) — 115KB
• amze0917form8kexh10_4.htm (EX-10.4) — 87KB
• amze0917form8kexh10_5.htm (EX-10.5) — 81KB
• amze0917form8kexh10_6.htm (EX-10.6) — 74KB
• 0001554795-25-000214.txt ( ) — 1236KB
• amze-20250911.xsd (EX-101.SCH) — 3KB
• amze-20250911_lab.xml (EX-101.LAB) — 34KB
• amze-20250911_pre.xml (EX-101.PRE) — 22KB
• amze0917form8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Securities Purchase Agreement and Senior Secured OID Convertible Promissory Notes On September 11, 2025, Amaze Holdings, Inc. (the "Company") entered into a securities purchase agreement (the "Purchase Agreement") with certain holders of its secured original issue discount notes (the "Prior Notes"). Under the terms of the Purchase Agreement, the investors agreed to purchase approximately $4,143,234 in aggregate principal amount of senior secured original issue discount convertible promissory notes (the "New Convertible Notes") for a total consideration of $4,043,234.24 by (i) exchanging with the Company approximately $3,043,234 of aggregate outstanding principal amount, plus accrued interest, of Prior Notes held by them and (ii) paying $1,000,000 in cash to the Company. The New Convertible Notes are senior secured obligations of the Company and will mature on March 11, 2026 unless earlier converted. The New Convertible Notes bear interest at an annual rate of 7%, payable on the first trading day each month. The Company may extend the maturity date for six months, upon which the principal and accrued and unpaid interest will be increased to 110% of the total principal and all accrued and unpaid interest as of the original maturity date. The New Convertible Notes have an initial conversion price of $2.33 per share, subject to adjustment for subsequent lower price issuances or deemed issuances by the Company as well as stock splits, combinations, stock dividends and reclassifications. The New Convertible Notes are convertible at any time after the issuance date. If the Company receives a conversion notice at a time when the conversion price is less than the floor price, the Company will issue a number of shares equal to the conversion amount divided by the floor price and pay the economic difference between the applicable conversion price (without regard to the floor price) and such floor price in cash. The flo

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 is incorporated herein by reference.

02 Unregistered Sales of Equity

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in Item 1.01 is incorporated herein by reference. The New Convertible Notes were offered and sold in reliance upon exemptions from registration pursuant to Section 3(a)(9) and Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit No. Description 10.1 Securities Purchase Agreement dated as of September 11, 2025 among Amaze Holdings, Inc. and the investors listed therein 10.2 Form of Senior Secured Original Issue Discount Convertible Promissory Note dated September 11, 2025 10.3 Security Agreement dated as of September 11, 2025 between Amaze Holdings Inc. and the Collateral Agent for the benefit of each of the investors 10.4 Subsidiary Guarantee dated as of September 11, 2025 among Amaze Holdings, Inc. and the subsidiaries identified therein, in favor of C/M Capital Master Fund, LP as collateral agent 10.5 Pledge Agreement dated as of September 11, 2025 between Amaze Holdings, Inc. and C/M Capital Master Fund, LP as collateral agent 10.6 Registration Rights Agreement dated as of September 11, 2025 among Amaze Holdings, Inc. and the investors identified therein 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: September 17, 2025 AMAZE HOLDINGS, INC. By: /s/ Aaron Day Name: Aaron Day Title: Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR