Amaze Holdings Inc.

10/16/2026 | Press release | Distributed by Public on 10/16/2026 14:15

Material Agreement (Form 8-K)

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.

In addition, 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 and such business day is also the Fixed Purchase Date for a Fixed Purchase of a number of shares of Common Stock not less than the Fixed Purchase Share Limit (as defined in the Purchase Agreement) then in effect (the "VWAP Purchase Date"), the Company may also direct the Purchaser to purchase an additional number of shares of Common Stock not to exceed the lesser of (A) 300% of the number of shares purchased in the corresponding Fixed Purchase and (B) 30% of the total volume of Common Stock traded during the period beginning at the VWAP Purchase Commencement Time (as defined in the Purchase Agreement) and ending at the VWAP Purchase Termination Time (as defined in the Purchase Agreement) (a "VWAP Purchase") at a purchase price equal to 95% of the lesser of (i) the closing price of a share of Common Stock on the business day immediately prior to such applicable VWAP Purchase Date and (ii) the lowest sale price of the Common Stock for the period beginning at the VWAP Purchase Commencement Time and ending at the VWAP Purchase Termination Time. On any VWAP Purchase Date on which the Company has properly submitted a VWAP Purchase Notice (as defined in the Purchase Agreement), the Company may also direct the Purchaser to purchase additional shares of Common Stock (an "Additional VWAP Purchase") at a purchase price equal to 95% of the lesser of (i) the closing sale price of the Common Stock on the applicable Additional VWAP Purchase Date and (ii) the lowest sale price of the Common Stock during the period beginning at the Additional VWAP Purchase Commencement Time and ending at the Additional VWAP Purchase Termination Time (each as defined in the Purchase Agreement). The aggregate purchase price payable by the Purchaser for all VWAP Purchases and Additional VWAP Purchases on any single VWAP Purchase Date may not exceed $2,000,000, unless waived by the Purchaser.

There is no upper limit on the price per share paid to the Company by the Purchaser. Except for certain exempt issuances, if the Purchaser holds any shares of Common Stock on a Fixed Purchase Date or VWAP Purchase Date and the Company sells any securities within three business days thereafter at a price per share (the "New Issuance Price") less than the price to be paid by the Purchaser in the Fixed Purchase or VWAP Purchase, then the purchase price for such Fixed Purchase will be reduced to the New Issuance Price and, at the Purchaser's option, the purchase price for such VWAP Purchase may be reduced to the New Issuance Price, subject to the terms and conditions set forth in the Purchase Agreement.

Amaze Holdings Inc. published this content on October 16, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on October 16, 2026 at 20:16 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]