DEF: Amaze Holdings Seeks Shareholder OK for Note Conversion

Amaze Holdings, Inc. is calling a special meeting of stockholders on December 10, 2025, to approve the issuance of common stock exceeding NYSE American's 19.9% cap for convertible notes.

Summary

• A special meeting of stockholders will be held virtually on Wednesday, December 10, 2025, at 11:00 a.m., Eastern Time.
• Stockholders will vote on two proposals: (1) to approve 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, and (2) to approve an adjournment of the special meeting, if necessary, to solicit additional proxies for Proposal 1.
• The record date for voting at the special meeting is November 7, 2025.
• The Board of Directors unanimously recommends that stockholders vote FOR both proposals.
• On September 11, 2025, Amaze Holdings entered into a securities purchase agreement to issue approximately $4,143,234 in aggregate principal amount of new senior secured original issue discount convertible notes.
• The consideration for these new notes included exchanging approximately $3,043,234 of aggregate outstanding principal amount of prior notes and receiving $1,000,000 in cash.
• The new notes mature on March 11, 2026 (extendable for six months), bear an annual interest rate of 7%, and have an initial conversion price of $2.33 per share, subject to adjustment, with a floor price of $1.50 per share.
• Approval for Proposal 1 is required because the potential issuance of common stock upon conversion could represent approximately 21.7% (at $2.33/share) or 30.2% (at $1.50 floor price) of outstanding common stock, exceeding NYSE American Company Guide Sections 713(a) and 713(b) thresholds for shareholder approval related to dilution and potential change of control.

Sentiment

Score: 6

Explanation: The filing details a necessary corporate action to secure financing and manage debt, which is generally positive for the company's stability. However, the significant potential dilution for existing shareholders, up to 30.2%, is a major concern. The board's unanimous recommendation and commitment to obtaining approval suggest this is a strategic move for the company's capital structure, balancing the need for capital with shareholder impact.

Positives

• Amaze Holdings secured new financing, including $1,000,000 in cash, and restructured approximately $3,043,234 of prior notes, which can improve liquidity and debt management.
• The Board of Directors unanimously recommends approval of both proposals, indicating strong internal alignment and belief that these actions are in the best interests of the company and its stockholders.
• The company is committed to obtaining stockholder approval, agreeing to hold subsequent meetings every 90 days if initial approval is not secured, which demonstrates dedication to the financing terms.

Negatives

• Approval of Proposal 1 would result in significant potential dilution for existing stockholders, with up to 2,762,156 shares (approximately 30.2% of outstanding common stock on September 11, 2025) issuable upon conversion at the floor price.
• The conversion price of the new notes is subject to adjustment for subsequent lower price issuances, which could lead to even greater dilution than initially estimated.
• The new notes contain a provision requiring Amaze Holdings to prepay a pro rata portion of the principal and accrued interest (30% of net proceeds, increasing to 50% under certain conditions) from future financings, which could limit future capital deployment.

Risks

• Existing stockholders will suffer significant dilution in their ownership interests if Proposal 1 is approved, due to the issuance of a substantial number of common shares upon conversion of the new notes.
• Failure to obtain stockholder approval for Proposal 1 would limit the aggregate conversion of the new notes to 19.9% of outstanding common stock, potentially impacting the company's ability to fully utilize the financing terms or meet its obligations.
• The conversion price of the new notes can be adjusted lower, which would increase the number of shares issued upon conversion and exacerbate stockholder dilution.
• The issuance of shares upon conversion could be deemed a change of control under NYSE American rules, requiring stockholder approval to maintain compliance.
• Amaze Holdings is subject to NYSE American rules and regulations, and non-compliance with these rules could lead to adverse consequences for its listing status.

Future Outlook

Amaze Holdings is seeking approval to allow the full conversion of its new senior secured convertible notes, which is crucial for managing its capital structure and facilitating future financing. If stockholders do not approve Proposal 1, the company is committed to holding subsequent stockholder meetings every 90 days until approval is obtained, underscoring the strategic importance of this transaction.

Management Comments

• "You are cordially invited to join us for our special meeting of stockholders, which will be held virtually on Wednesday, December 10, 2025, at 11:00 a.m., Eastern Time." Aaron Day, Chairman and Chief Executive Officer.
• "Whether or not you plan to attend the virtual meeting, your vote is important and we encourage you to submit your proxy to vote your shares promptly." Aaron Day, Chairman and Chief Executive Officer.
• "Our Board of Directors has determined and believes that each of the proposals outlined above is advisable to, and in the best interests of, the Company and its stockholders and has approved each such proposal."
• "The Board of Directors unanimously recommends that stockholders vote FOR each proposal."
• "In connection with the issuance of the senior secured original issue discount convertible notes, we agreed to use our reasonable best efforts to solicit stockholder approval of Proposal 1 and to cause our Board of Directors to recommend to our stockholders that they approve Proposal 1."

Industry Context

This filing reflects a common practice for companies listed on exchanges like NYSE American to seek shareholder approval for significant equity issuances that could trigger exchange rules related to dilution or change of control. It indicates Amaze Holdings is actively managing its capital structure and potentially seeking to raise or restructure debt through convertible instruments, a common financing strategy for growth or liquidity in various industries.

Corporate Governance

Stakeholder Impact

• Shareholders: Will experience significant dilution of their ownership interests if Proposal 1 is approved, potentially up to 30.2% of outstanding common stock. Their vote is critical for the approval of the proposals.
• Note Holders (Investors): Will benefit from the conversion of their notes into common stock, potentially at a lower price, and have rights to participate in future financings.
• Company: Secures $1,000,000 in cash and restructures existing debt, which could improve liquidity and financial stability, but faces ongoing obligations related to the new notes and potential future prepayments.

Next Steps

• Stockholders are encouraged to submit their proxies or attend and vote at the virtual special meeting on December 10, 2025.
• If Proposal 1 is not approved, Amaze Holdings is required to hold another stockholder meeting every 90 days until stockholder approval is obtained.
• Final voting results will be reported in a Current Report on Form 8-K filed with the SEC within four business days after the special meeting.

Key Dates

Recommendation

The filing details a necessary corporate action to secure financing and manage debt, which is generally positive for the company's stability. However, the significant potential dilution for existing shareholders, up to 30.2%, is a major concern. The board's unanimous recommendation for approval suggests this is a strategic move, but the dilutive effect warrants a cautious 'hold' stance for investors to observe the impact post-conversion and the company's subsequent performance. The commitment to hold meetings every 90 days until approval is obtained also indicates the importance of this financing to the company.

Keywords

Amaze Holdings, AMZE, Proxy Statement, Special Meeting, Convertible Notes, Stockholder Approval, Dilution, NYSE American, Corporate Governance, Financing, Debt Conversion, Share Issuance