The SEPA structure allows the investor to convert notes into stock at a deep discount to market, creating persistent downward pressure on the stock price. Monitor for the registration statement effectiveness (within 60 days) and any investor notices triggering conversions. The company's need for this financing suggests significant cash burn ahead of the November 2026 facility completion target.
Price Chart
Executive Summary
AMC Robotics entered into a $50M standby equity purchase agreement (SEPA) with Ayame Asset Holdings, receiving an initial $2.22M convertible promissory note (with a second $1.66M tranche conditional on registration effectiveness and stockholder approval). The company issued 450,000 commitment shares and paid a $40,000 structuring fee. The SEPA allows AMC to sell up to $50M of common stock at a discount to market, with the investor able to force conversions of the notes into stock at a variable price as low as 92% of VWAP (subject to a floor price). This is a highly dilutive financing structure that provides near-term cash but creates massive potential dilution for existing shareholders.
Key Financial Metrics
Key Facts
- Standby equity purchase agreement (SEPA) for up to $50M of common stock
- Initial $2.22M convertible promissory note funded; second $1.66M tranche conditional
- 10% original issue discount on the notes; net cash proceeds ~$3.492M if both tranches funded
- 450,000 commitment shares issued to investor as fee
- Conversion price: lower of $4.017/share (Fixed Price) or 92% of lowest daily VWAP over 5 days (Variable Price), subject to floor price
- Floor price initially $1.00/share or 20% of VWAP at registration effectiveness, adjustable downward
- Investor can force conversion of notes into stock at any time (Investor Notice)
- Company-initiated advances limited to 100,000 shares or 100% of 5-day avg daily volume per advance
- Exchange Cap of 19.99% of outstanding shares unless stockholder approval obtained
- Beneficial ownership limitation of 4.99% (waivable to 9.99%)
- Maturity date of notes: September 17, 2027 (one year)
- 0% interest rate (18% upon event of default)
- Monthly amortization payments of $1.25M aggregate principal plus 5% premium upon certain events
- Company may prepay with 6% premium if VWAP below Fixed Price
- Proceeds to fund buildout and commissioning of robotic manufacturing facility, targeted completion November 2026
Financial Impact
Up to $50M in potential equity issuance; initial $3.88M in convertible notes (net ~$3.492M after 10% OID). At a floor price of $0.25/share, up to 200M shares could be issued, representing ~853% dilution from current 23.4M shares outstanding.
Risk Factors
- Massive potential dilution: up to 200M shares at $0.25 floor price vs 23.4M currently outstanding
- Variable pricing mechanism incentivizes the investor to convert when stock price is low, exacerbating downward pressure
- Registration statement effectiveness is a condition for second tranche and company-initiated advances
- Stockholder approval required to exceed Exchange Cap; failure could limit funding
- Amortization events (e.g., VWAP below floor for 5 of 7 days) trigger mandatory monthly payments of $1.25M
- Proceeds used for facility buildout with no guarantee of revenue generation or profitability
Investment Themes
Documents Analyzed
This report is based on 8 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001493152-26-043253 |
| Exhibit: ex10-3.htm | 0001493152-26-043253 |
| Exhibit: ex10-2.htm | 0001493152-26-043253 |
| Exhibit: ex99-1.htm | 0001493152-26-043253 |
| Document: form8-k.htm | 0001493152-26-043253 |
| Document: 0001493152-26-043253-index-headers.html | 0001493152-26-043253 |
| Document: 0001493152-26-043253-index.html | 0001493152-26-043253 |
| Document: 0001493152-26-043253.txt | 0001493152-26-043253 |
Track record builds as more directional reports settle.
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 3d ago | S-1 | $1.94 | awaiting T+20 | — | $1.92 (+1.03%) |
Oct 1, 2026 25d ago | 8-K | $3.19 | awaiting T+20 | — | $1.92 (−39.81%) |
Sep 21, 2026 5w ago | 8-K | $3.32 $2.34 | ▼ −29.52% | ▼ −28.61% | $1.92 (−42.17%) |
Sep 18, 2026 5w ago | 8-K | $3.35 $2.47 | ▲ +26.27% | ▲ +26.47% | $1.92 (+42.69%) |
Aug 21, 2026 9w ago | 8-K | $6.50 $3.32 | ▲ +48.92% | ▲ +48.40% | $1.92 (+70.46%) |
Aug 17, 2026 10w ago | 8-K | $5.38 $3.11 | ▼ −42.19% | ▼ −40.22% | $1.92 (−64.31%) |
Aug 17, 2026 10w ago | Press Release | $5.38 $3.11 | ▼ −42.19% | ▼ −40.22% | $1.92 (−64.31%) |
Jul 17, 2026 14w ago | EFFECT | $5.05 $4.76 | ▼ −5.74% | ▼ −10.19% | $1.92 (−61.98%) |
Jun 4, 2026 20w ago | 8-K | $5.21 $4.89 | ▼ −6.14% | ▼ −4.77% | $1.92 (−63.15%) |
May 18, 2026 22w ago | Press Release | $4.43 $4.34 | ▼ −2.03% | ▼ −3.02% | $1.92 (−56.66%) |
US Market Status
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