8-K: Amaze Holdings Completes Reverse Stock Split, Secures Key Shareholder Approvals Amidst Change of Control

Amaze Holdings, Inc. announced the completion of a 1-for-23 reverse stock split to meet NYSE American listing requirements, alongside securing shareholder approvals for significant preferred stock conversions and a change of control following its acquisition of Amaze Software, though a proposal to increase authorized common stock failed.

Summary

• Amaze Holdings, Inc. (AMZE) completed the acquisition of Amaze Software, Inc. on March 7, 2025, resulting in Amaze Software securityholders owning approximately 83.5% of the outstanding Common Stock and pre-merger Company stockholders owning approximately 16.5%.
• At the annual meeting on June 12, 2025, stockholders approved the issuance of Common Stock upon conversion of Series D Preferred Stock and exercise of warrants, which will exceed share caps and result in a change of control as per NYSE American rules.
• Stockholders also approved the issuance of Common Stock upon conversion of Series A, B, and C Convertible Preferred Stock in excess of applicable share caps.
• A 1-for-23 reverse stock split of the Common Stock was approved by stockholders and became effective at 5:00 p.m. Eastern time on June 12, 2025, with trading on a split-adjusted basis commencing June 13, 2025, under new CUSIP 35804X 200.
• The reverse stock split is intended to increase the per share market price of Amaze's common stock to meet the NYSE American's $3.00 per share minimum bid price requirement.
• Stockholders approved an amendment to the 2021 Equity Incentive Plan, increasing the total shares available for issuance to 20,800,000 shares (pre-reverse split), equivalent to 826,087 shares after the 1-for-23 reverse stock split.
• A proposal to increase the number of authorized shares of Common Stock from 100,000,000 to 250,000,000 was not approved by stockholders.
• Stockholders approved the issuance of 20% or more of issued and outstanding Common Stock pursuant to a Securities Purchase Agreement dated May 6, 2025, with C/M Capital Master Fund, LP.
• The Company received a letter from NYSE Regulation confirming compliance with NYSE American continued listing standards (Section 704) due to holding its annual meeting.

Sentiment

Score: 4

Explanation: While key corporate actions like preferred stock conversions and the equity plan amendment were approved, and NYSE compliance was regained, the necessity of a substantial reverse stock split due to a low share price and the rejection of the authorized share increase proposal highlight underlying challenges and potential limitations on future financial flexibility. The change of control is a significant structural shift.

Positives

• Stockholders approved the issuance of Common Stock upon conversion of Series D, A, B, and C Preferred Stock, facilitating the integration of the Amaze Software acquisition and formalizing the change of control.
• The approval and implementation of the 1-for-23 reverse stock split is a critical step to meet the NYSE American's $3.00 minimum bid price requirement, preventing potential delisting.
• The amendment to the 2021 Equity Incentive Plan was approved, increasing the share pool for employee and director incentives, which can aid in talent attraction and retention.
• The Company regained compliance with NYSE American continued listing standards (Section 704) by holding its annual meeting.
• The ELOC Issuance Proposal was approved, allowing the company to proceed with a significant securities issuance.

Negatives

• The necessity of a 1-for-23 reverse stock split indicates a significantly low share price, which can be perceived negatively by investors.
• Stockholders did not approve the proposal to increase the number of authorized shares of Common Stock from 100,000,000 to 250,000,000, potentially limiting future capital raising flexibility or strategic maneuvers requiring additional shares.

Risks

• Ability to execute plans and strategies.
• Limited operating history and history of losses.
• Financial position and need for additional capital.
• Ability to attract and retain creator base and expand product range.
• Difficulties in managing growth and expenses.
• Failure to keep pace with technological advances.
• Undetected errors or defects in software or issues related to data computing, processing, or storage.
• Reliance on third parties for key services, including cloud hosting, marketing platforms, payment providers, and network providers.
• Failure to maintain or enhance the brand.
• Ability to protect intellectual property.
• Significant interruptions, delays, or outages in services from the platform.
• Significant data breach or disruption of information technology systems or networks and cyberattacks.
• Risks associated with international operations.
• General economic and competitive factors affecting the business.
• Changes in laws and regulations, including those related to privacy, online liability, consumer protection, and financial services.
• Dependence on senior management and other key personnel.
• Ability to attract, retain, and motivate qualified personnel and senior management.

Future Outlook

The company's immediate future outlook is focused on maintaining its NYSE American listing by increasing its per share market price through the reverse stock split. The successful stockholder approvals for preferred stock conversions and the equity incentive plan suggest a path forward for integrating the Amaze Software acquisition and incentivizing personnel. The company aims to continue its strategy as a 'global leader in creator-powered commerce' by empowering creators to sell products and generate income.

Management Comments

• Amaze Holdings, Inc. announced the results of its annual stockholders' meeting held today.
• Amaze also announced today that it will effect a 1-for-23 reverse stock split at 5:00 p.m. Eastern time today.
• The reverse stock split is intended to increase the per share market price of Amaze's common stock to meet the $3.00 per share minimum bid price requirement of the NYSE American.

Industry Context

Amaze Holdings, Inc. positions itself as a 'global leader in creator-powered commerce,' indicating its focus on the growing digital creator economy and e-commerce solutions. This sector is characterized by rapid technological advancements, evolving consumer protection laws, and intense competition for creators and market share. The company's actions, such as the equity incentive plan and efforts to maintain stock exchange listing, are common for companies in growth-oriented, technology-driven industries seeking to attract talent and maintain market visibility.

Corporate Governance

Stakeholder Impact

• Shareholders: Experience a reduction in the number of shares held due to the reverse stock split, though their percentage ownership remains largely unchanged (except for fractional share adjustments). The change of control significantly shifts ownership to pre-merger Amaze Software securityholders. The failure to approve an increase in authorized shares could impact future dilution or capital raising.
• Employees: Benefit from an increased pool of shares available under the 2021 Equity Incentive Plan, potentially enhancing compensation and retention incentives.
• Amaze Software Securityholders: Now hold approximately 83.5% of the outstanding Common Stock, solidifying their majority ownership and control over Amaze Holdings.
• NYSE American: The company has regained compliance with listing standards, which is positive for maintaining market visibility and liquidity.

Next Steps

• Amaze Holdings' common stock will begin trading on a reverse stock split adjusted basis on the NYSE American when the market opens on June 13, 2025.
• The company will hold its next annual meeting of stockholders in 2026.

Key Dates

Recommendation

Keywords

Amaze Holdings, AMZE, Reverse Stock Split, Shareholder Meeting, SEC Filing, 8-K, Corporate Governance, Stock Conversion, Preferred Stock, Equity Incentive Plan, Change of Control, NYSE American, Listing Standards, Capital Raise, Creator-Powered Commerce