The Series C conversion terms now allow holders to convert at 90% of the lowest 10-day VWAP with a $1.00 floor, meaning any sustained weakness below $4.00 triggers massive potential dilution. With a $4M market cap and $38M in preferred stated value, the common stock faces existential dilution risk. The CFO departure adds governance uncertainty. Monitor for conversion notices and any subsequent reverse split or Nasdaq deficiency notice.
Price Chart
Executive Summary
AMASS Brands filed an 8-K reporting the resignation of CFO Zachary Ament (effective Nov 16, 2026), the appointment of interim CFO Geoffrey McFarlane, and a Second Amended Certificate of Designation for its Series C Convertible Preferred Stock that drastically lowers the conversion floor price from $4.00 to $1.00 per share and eliminates a prior $0.75 market price minimum. Simultaneously, the company terminated a warrant exercisable for up to 3,500,000 common shares held by Streeterville Capital for no consideration. The preferred stock amendment dramatically increases potential dilution to common shareholders at lower stock prices, while the warrant termination removes a separate overhang — the net effect is a significant restructuring of the company's toxic financing structure that is bearish for common equity.
Key Facts
- CFO Zachary Ament resigned effective Nov 16, 2026; interim CFO Geoffrey McFarlane appointed effective Nov 17, 2026
- Second Amended Certificate of Designation reduces Series C Preferred Stock conversion floor price from $4.00 to $1.00 per share
- Market Price calculation changed: now 90% of lowest daily VWAP over prior 10 trading days, with no $0.75 minimum
- 35,000 shares of Series C Preferred Stock authorized, each with $1,086.96 stated value — total potential conversion value ~$38M at stated value
- Warrant for up to 3,500,000 common shares held by Streeterville Capital terminated for no consideration on Oct 22, 2026
- Series C Preferred Stock carries 2% quarterly preferred return (18% upon event of default), convertible at holder's option
- Company has $4M market cap; Series C stated value of ~$38M exceeds entire market cap by ~9.5x
Financial Impact
Series C Preferred Stock has $38M aggregate stated value (35,000 shares × $1,086.96) against a $4M market cap. The floor price reduction from $4.00 to $1.00 enables conversion at much lower stock prices, potentially flooding the market with shares. Warrant termination removes 3.5M share overhang but is secondary to the preferred dilution risk.
Risk Factors
- Massive dilution from Series C Preferred Stock conversion at low prices could crush common stock value
- CFO transition creates operational and financial reporting risk during a critical restructuring period
- Company may face Nasdaq compliance issues if stock price continues to decline
- Preferred holders have veto power over fundamental transactions, asset sales >$500K, and new financing — severely limiting management flexibility
Market Snapshot
Documents Analyzed
This report is based on 10 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (AMSS) — Batch item 1 | 0001575872-26-000728 |
| Document: amss047_8k.htm | 0001575872-26-000728 |
| Document: amss047_ex10-1.htm | 0001575872-26-000728 |
| Document: 0001575872-26-000728-index-headers.html | 0001575872-26-000728 |
| Document: 0001575872-26-000728-index.html | 0001575872-26-000728 |
| Document: 0001575872-26-000728.txt | 0001575872-26-000728 |
| 8-K Filing (AMSS) — Batch item 7 | 0001575872-26-000728 |
| Document: amss047_8k.htm | 0001575872-26-000728 |
| Document: amss047_ex10-1.htm | 0001575872-26-000728 |
| Document: 0001575872-26-000728-index-headers.html | 0001575872-26-000728 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 26, 2026 today | 424B5 | $0.3101 | awaiting T+20 | — | $0.3100 (+0.03%) |
Oct 26, 2026 today | 424B5 | $0.3101 | awaiting T+20 | — | $0.3100 (+0.03%) |
Oct 23, 2026 3d ago | 8-K | $0.3223 | awaiting T+20 | — | $0.3100 (+3.82%) |
Oct 14, 2026 12d ago | 8-K | $0.3600 | awaiting T+20 | — | $0.3100 (+13.89%) |
Oct 6, 2026 20d ago | 8-K | $0.3900 | awaiting T+20 | — | $0.3100 (−20.51%) |
Sep 29, 2026 27d ago | Press Release | $0.4400 | awaiting T+20 | — | $0.3100 (−29.55%) |
Aug 17, 2026 10w ago | 8-K | $0.9500 $0.7200 | ▲ +24.21% | ▲ +22.68% | $0.3100 (+67.37%) |
Aug 17, 2026 10w ago | Press Release | $0.9500 $0.7200 | ▼ −24.21% | ▼ −22.68% | $0.3100 (−67.37%) |
Aug 5, 2026 11w ago | 8-K | $1.13 $0.8300 | ▲ +26.55% | ▲ +27.15% | $0.3100 (+72.57%) |
Jul 10, 2026 15w ago | 8-K / 424B5 | $1.47 $1.13 | ▲ +23.13% | ▲ +26.31% | $0.3100 (+78.91%) |
US Market Status
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