DEF: Amaze Holdings Seeks Shareholder Approval for Major Dilution

Amaze Holdings, Inc. will hold its 2026 Annual Meeting to vote on proposals including a new equity plan, convertible note share issuance, and a substantial increase in authorized common stock, all pointing to significant potential dilution.

Summary

• The 2026 Annual Meeting of Stockholders will be held virtually on June 12, 2026, at 11:00 a.m. Eastern Standard Time, with April 16, 2026, as the record date.
• Key proposals include the election of seven directors, ratification of Wipfli LLP as the independent auditor for fiscal year 2026, and approval of the 2026 Equity Incentive Plan.
• The 2026 Equity Incentive Plan reserves 8,300,000 shares of common stock and includes an evergreen formula for an annual increase of 9.99% of outstanding common stock, posing significant potential dilution.
• Shareholders will vote on approving the issuance of common stock upon conversion of senior secured original issue discount convertible notes in excess of the NYSE American 19.9% exchange cap, which could result in dilution of up to 30.2% of outstanding common stock.
• A proposal to increase the authorized number of shares of common stock from 100,000,000 to 750,000,000 is also on the agenda, intended to provide flexibility for future capital raises but carrying substantial dilution risk.
• Advisory votes on executive compensation and the frequency of such votes (Board recommends every three years) are also included.
• Several directors and officers had delinquent Section 16(a) reports for 2025, indicating compliance issues.
• Audit fees increased significantly from $208,870 in 2024 to $448,455 in 2025.

Sentiment

Score: 3

Explanation: StockSavvy.ai views this filing negatively due to the significant potential for shareholder dilution, the explicit warnings about capital access if proposals fail, and the governance issues highlighted by delinquent SEC filings and low board attendance at the prior annual meeting. While new management and an equity plan are positive for growth, the underlying financial pressures and compliance lapses are concerning.

Positives

• The company has appointed new leadership, including Aaron Day as Chief Executive Officer and Joel Krutz as Chief Financial Officer, bringing fresh executive experience.
• The Board maintains standing audit, compensation, and nominating and corporate governance committees, with independent directors serving on these key oversight bodies.
• Amaze Holdings has adopted a code of conduct, a separate code of ethics for senior financial officers, and an insider trading policy that prohibits speculative trading and hedging, demonstrating a commitment to ethical standards and market integrity.

Negatives

• Multiple directors and officers, including Aaron Day, Peter Deutschman, Amrapali Gan, Sandra Hawkins, David Yacullo, Eric Doan, Michael Pruitt, Danielle Pederson, and Gwan Yip, had delinquent Section 16(a) reports for 2025, indicating a lapse in regulatory compliance.
• Two directors, Sandra Hawkins and Eric Doan, attended less than 75% of the aggregate number of Board and committee meetings in 2025, raising concerns about director engagement.
• No members of the Board were in attendance at the 2025 annual stockholders meeting, which could be perceived as a lack of engagement with shareholders.
• Audit fees billed by Wipfli LLP increased by over 100% from $208,870 in 2024 to $448,455 in 2025, which is a significant rise.
• The aggregate beneficial ownership of common stock by all executive officers and directors as a group is less than 1%, suggesting low insider alignment with shareholder interests.

Risks

• Significant potential dilution from the proposed 2026 Equity Incentive Plan, which reserves 8,300,000 shares and includes an evergreen formula for an annual increase of 9.99% of outstanding common stock.
• Substantial dilution risk from the issuance of shares upon conversion of senior secured original issue discount convertible notes, potentially representing up to 30.2% of outstanding common stock if converted at the floor price.
• Further significant dilution risk from the proposed increase in authorized common stock from 100,000,000 to 750,000,000 shares, which could put pressure on the stock price.
• Failure to approve the authorized shares increase (Proposal 5) could severely constrain the company's ability to raise capital, complete strategic transactions, and attract/retain employees, adversely affecting financial performance and growth.
• The company may need to effect a reverse stock split to maintain its NYSE American listing, which can often be viewed negatively by the market and may not guarantee long-term listing compliance.
• The terms of the New Senior Secured Convertible Notes include a right for investors to participate in subsequent financing at a 20% discount and require the company to prepay 30% (or 50% if the stock price falls below 50% of the floor price) of net proceeds from future financings, potentially limiting future capital flexibility and increasing the cost of capital.

Future Outlook

The company's future outlook is heavily reliant on its ability to raise capital and incentivize employees through equity. Approval of the 2026 Equity Incentive Plan and the increase in authorized shares are deemed critical for accessing capital markets, pursuing strategic transactions, and attracting talent, which are integral to the company's growth and success. The company also anticipates a potential reverse stock split to maintain its NYSE American listing.

Management Comments

• "We are pleased to invite you to attend the 2026 Annual Meeting of the Stockholders (the Annual Meeting) of Amaze, which will be held virtually at 11:00 a.m. Eastern Standard Time on June 12, 2026."
• "Your vote is important. Whether or not you attend the Annual Meeting, it is important that your shares be represented."
• "The Board believes that it is in the Company’s best interest to increase the number of authorized shares of our common stock from 100,000,000 shares to 750,000,000 shares in order to provide the Company with greater flexibility to issue additional shares for purposes such as raising capital and other corporate needs without the need to obtain additional stockholder approval to increase our authorized shares of common stock."
• "If this proposal is not approved by the stockholders, the Company may not be able to access the capital markets, complete corporate collaborations, partnerships or other strategic transactions, attract, retain and motivate employees, and pursue other business opportunities integral to the Company’s growth and success."
• "Our executive compensation program is designed to create long-term value for our stockholders, and a triennial vote will allow stockholders to better judge our executive compensation program in relation to our long-term performance."

Industry Context

StockSavvy.ai notes that the proposals for significant share authorization and equity incentive plans are common for growth-oriented companies, particularly those in technology or emerging sectors, seeking to fund expansion and attract talent. However, the scale of potential dilution, coupled with the need for ongoing capital raises and the explicit warning about market access if proposals are not approved, suggests Amaze Holdings may be facing substantial financial pressures or pursuing aggressive growth strategies that require significant external funding. The mention of a potential reverse stock split to maintain NYSE American listing indicates challenges in meeting exchange requirements, a situation often seen with smaller cap companies struggling with stock price performance.

Comparison to Industry Standards

• The proposed 2026 Equity Incentive Plan, reserving 8.3 million shares and including an evergreen provision for 9.99% of outstanding shares annually, is on the higher side compared to typical equity plans for established companies, which usually aim for lower single-digit percentages of outstanding shares for annual grants to manage dilution. For example, many S&P 500 companies target 1-2% annual share usage.
• The proposed increase in authorized common stock from 100 million to 750 million shares (a 7.5x increase) is exceptionally large, even considering a potential 1-for-8 reverse stock split. This level of authorization is significantly higher than what is typically sought by companies with stable capital structures and suggests a substantial need for future capital or a highly aggressive M&A strategy.
• The potential dilution of up to 30.2% from the conversion of senior secured notes is substantial and exceeds typical dilution from a single financing event for companies with robust balance sheets. This indicates a reliance on dilutive financing methods.
• The occurrence of delinquent Section 16(a) reports for multiple directors and officers is below industry best practices for corporate governance and regulatory compliance, where timely filing is standard.
• The significant increase in audit fees from $208,870 in 2024 to $448,455 in 2025 (over 100% increase) is notable. While audit fees can increase with company growth or complexity, such a sharp rise warrants scrutiny compared to peer companies, especially if it is not directly tied to a major acquisition or significant increase in operational complexity.

Management Changes

Corporate Governance

Related Party Transactions

• The company has entered into indemnification agreements with each of its current and former officers and directors. These agreements clarify and supplement existing indemnification provisions in the company's bylaws, providing for indemnification to the fullest extent permitted by law against expenses, judgments, fines, and other amounts incurred in connection with their service, along with rights to advancement of expenses and contribution.

Stakeholder Impact

• **Shareholders**: Face significant potential dilution from the proposed 2026 Equity Incentive Plan, the conversion of senior secured notes, and the substantial increase in authorized common stock. The potential reverse stock split could also impact shareholder perception and liquidity.
• **Employees/Management**: The 2026 Equity Incentive Plan is designed to attract, retain, and motivate employees, consultants, and directors through stock-based incentives. New CEO and CFO appointments indicate a refreshed leadership team.
• **Creditors (Convertible Note Holders)**: The New Senior Secured Convertible Notes provide security and an interest rate, along with anti-dilution provisions and rights to participate in future financings at a discount, offering favorable terms to these specific investors.
• **Regulatory Bodies**: The company's compliance with NYSE American rules is a key focus, particularly regarding the 19.9% exchange cap and the potential need for a reverse stock split. Delinquent Section 16(a) reports indicate areas for improved regulatory adherence.

Next Steps

• Stockholders are to vote on eight proposals at the Annual Meeting on June 12, 2026.
• The company expects to file a Current Report on Form 8-K with final voting results within four business days after the Annual Meeting.
• If stockholder approval for the convertible note share issuance in excess of the exchange cap is not obtained, the company is required to hold another stockholder meeting every 90 days until approval is secured.
• The Board will review and consider the outcome of the advisory vote on executive compensation when making future decisions regarding compensation and the frequency of future votes.
• The company may effect a reverse stock split of its common stock at a ratio of one-for-eight to ensure continued listing on the NYSE American.

Key Dates

Recommendation

The filing reveals multiple significant red flags that warrant a 'sell' recommendation for a seasoned investor. The sheer scale of potential dilution from three separate proposals (new equity plan, convertible note conversion, and a massive increase in authorized shares) is highly concerning and suggests a company in dire need of capital, likely at the expense of existing shareholders. The explicit warning that failure to approve the authorized share increase could cripple the company's ability to raise capital and grow indicates a precarious financial position. Furthermore, the need for a potential reverse stock split to maintain exchange listing is a strong negative signal about the company's current market valuation and operational health. Compounding these issues are corporate governance concerns, including numerous delinquent Section 16(a) filings by key personnel, which point to a lack of internal controls and regulatory discipline. While new management is in place, the overall picture painted by these proposals and disclosures suggests substantial downside risk and a highly dilutive path forward for current equity holders.

Keywords

Amaze Holdings, AMZE, Proxy Statement, DEF 14A, Annual Meeting, Stockholder Vote, Equity Incentive Plan, Share Dilution, Authorized Shares Increase, Convertible Notes, Corporate Governance, Executive Compensation, SEC Filing, NYSE American, Capital Raise, Reverse Stock Split