AMASS Brands Inc filed a preliminary proxy statement on October 30, 2026, notifying stockholders of a Special Meeting scheduled for December 10, 2026, at which they will vote on a proposed reverse stock split of the company's common stock.

Key Highlights

  • Nasdaq deficiency notice: On October 9, 2026, AMASS Brands received a notice from Nasdaq's Listing Qualifications Department stating its common stock closing bid price had been below $1.00 per share for 30 consecutive business days.
  • Compliance deadline: According to the filing, the company has until April 7, 2027 to regain compliance with Nasdaq Listing Rule 5450(a)(1).
  • Proposed reverse split range: Stockholders are asked to approve a reverse stock split at a ratio of 1-for-2 to 1-for-20, with the exact ratio to be determined by the Board of Directors.
  • Record date: The Board fixed November 9, 2026 as the record date; holders of common stock at the close of business on that date are entitled to vote.
  • Conditional execution: The filing states the company will effect a reverse stock split "ONLY if our Board of Directors determines that doing so is necessary or advisable to regain or maintain compliance with Nasdaq's continued listing requirements."
  • Common stock par value: The shares subject to the proposed split are common stock with a par value of $0.00001 per share.
  • Series C Preferred Stock excluded: According to the filing, the company's Series C Convertible Preferred Stock has no voting rights with respect to the matters presented at the Special Meeting.

AMASS Brands Seeks Stockholder Approval for Reverse Split to Address Nasdaq Listing Concerns

AMASS Brands Inc, a Delaware corporation headquartered at 860 E Stowell Road, Santa Maria, CA 93454, filed a preliminary proxy statement (Schedule 14A) with the SEC on October 30, 2026. The filing discloses that on October 9, 2026, the company received a deficiency notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC. The notice indicated that AMASS's common stock closing bid price had remained below $1.00 per share for 30 consecutive business days, falling short of the requirement under Nasdaq Listing Rule 5450(a)(1) for continued listing on The Nasdaq Global Market. The company trades on NASDAQ under the symbol AMSS.

In response to the deficiency notice, the Board of Directors is convening a Special Meeting of Stockholders on December 10, 2026, at 10:00 a.m. Pacific Time, to be held in a virtual-only format. The meeting will present two proposals for stockholder consideration. Proposal 1 seeks approval to amend the company's Eighth Amended and Restated Certificate of Incorporation to authorize a reverse stock split at a ratio anywhere from 1-for-2 to 1-for-20, with the Board retaining discretion to set the precise ratio. Proposal 2 would authorize adjournment of the meeting if additional time is needed to solicit proxies or establish a quorum.

The filing specifies that the Board may effect only one reverse stock split under the authority requested in Proposal 1, and that any such split would be executed only if the Board concludes it is necessary or advisable for continued Nasdaq listing compliance. Proxy materials, including the Notice of Special Meeting and proxy card, are anticipated to be mailed to stockholders on or about November 13, 2026. Each outstanding share of common stock carries one vote on each matter, and stockholders may not cumulate votes. The total number of shares outstanding as of the record date was not yet populated in this preliminary filing.

What Was Disclosed

AMASS Brands Inc filed a preliminary proxy statement disclosing a Nasdaq bid-price deficiency notice received October 9, 2026, a compliance deadline of April 7, 2027, and a December 10, 2026 Special Meeting to vote on a conditional reverse stock split at a ratio between 1-for-2 and 1-for-20.