Amaze Holdings, Inc 8-K, filed Dec 23, 2025
Amaze Holdings, Inc. (AMZE)
About this 8-K
Amaze Holdings, Inc filed this 8-K on December 23, 2025.
Items reported
- Item 1.02: Ended a material agreement
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Item 1.02 Termination of a Material Definitive Agreement.
As previously reported in its Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2025, on October 23, 2025, Amaze Holdings, Inc., (the “Company”) entered into an Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”) with Parler Technologies, Inc. (“Parler”). On December 23, 2025, the Company provided notice to Parler to terminate the Purchase Agreement pursuant to Section 5.1(ii) thereof.
Under the Purchase Agreement, Parler agreed to purchase 1,000,000 shares (the “Shares”) of the Company’s common stock and 3-year warrants (the “Warrants”) to purchase 1,000,000 shares of the Company’s common stock in three tranches for an aggregate purchase price of $4,000,000. Parler agreed to pay the aggregate purchase price as follows: (i) $2,000,000 in the form of 400 shares of Parler’s Series A Preferred Stock priced at $5,000 per share, in exchange for 500,000 Shares and 500,000 Warrants (“Tranche 1”); (ii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants (“Tranche 2”); and (iii) $1,000,000 in cash for 250,000 Shares and 250,000 Warrants (“Tranche 3”).. The closing of Tranche 1 and Tranche 2 was to occur on or before November 30, 2025 and the closing of Tranche 3 was to occur on or before December 31, 2025.
The closing of Tranche 1 and Tranche 2 did not occur on November 30, 2025. Parler informed the Company that it is not in a position to close the transactions contemplated in the Purchase Agreement on the terms set forth therein. Accordingly, the Company exercised its right to terminate the Purchase Agreement for a material breach by Parler with respect to the timely performance of Parler’s covenants and agreements set forth in the Purchase Agreement.
There are no early termination penalties associated with the termination of the Purchase Agreement.
The foregoing summary of the terms of the Purchase Agreement is qualified in its entirety by reference to the full text of the Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 27, 2025.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: December 23, 2025 | ||
| AMAZE HOLDINGS, INC. | ||
| By: | /s/ Aaron Day | |
| Name: | Aaron Day | |
| Title: | Chief Executive Officer | |