Amaze Holdings, Inc 8-K/A, filed Jul 28, 2025
Amaze Holdings, Inc. (AMZE)
About this 8-K/A
Amaze Holdings, Inc filed this 8-K/A on July 28, 2025, reporting on events of July 21, 2025.
Items reported
- Item 3.02: Unregistered sale of equity
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SECURITIES AND EXCHANGE COMMISSION
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This Amendment (the “Amendment”) to the Current Report on Form 8-K filed with the SEC on July 25, 2025 (the “Original 8-K”) is being filed to correct the number of shares of common stock issued during the period from July 7 to July 23. The Original 8-K inadvertently included the total aggregate number of shares issued pursuant to the Purchase Agreement. This Amendment corrects the number of shares issued from July 7 through July 23, 2025 to 329,040 shares of common stock. No other changes have been made to the Original 8-K.
Item 3.02 Unregistered Sales of Equity Securities.
From July 7 through July 23, 2025, Amaze Holdings, Inc. (f/k/a Fresh Vine Wine, Inc.) (the “Company”) issued and sold to C/M Capital Master Fund, LP (the “Purchaser”) a total of 329,040 shares of common stock for an aggregate purchase price of $2,601,011, pursuant to that certain securities purchase agreement (the “Purchase Agreement”) dated as of May 6, 2025 by and between the Company and the Purchaser. The Purchase Agreement was previously reported in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 7, 2025.
In connection with those sales, the Company also issued a total of 2468 shares of common stock to the Purchaser as commitment shares, pursuant to the terms of the Purchase Agreement.
The shares of common stock were offered and sold to the Purchaser in reliance upon exemptions from registration pursuant to Section 4(a)(2) under the Securities Act of 1933, as amended, and/or Rule 506(b) of Regulation D promulgated thereunder, as transactions by an issuer not involving any public offering.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any of these securities. The offer or sale by the Company of the securities is not being registered under the Securities Act or any state securities laws and, therefore, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements.
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: July 28, 2025 | ||
| AMAZE HOLDINGS, INC. | ||
| By: | /s/ Aaron Day | |
| Name: | Aaron Day | |
| Title: | Chief Executive Officer | |