Amass Brands Inc filed a Form 8-K with the U.S. Securities and Exchange Commission on October 29, 2026, disclosing a Board-approved amendment to its Bylaws that lowers the quorum requirement for stockholder meetings.

Key Highlights

  • Bylaw amendment approved: The Board of Directors approved the First Amendment to the Company's Bylaws on October 29, 2026.
  • New quorum threshold: The amendment sets the quorum for a stockholders' meeting or action at least 33 1/3% of the voting power of the issued and outstanding shares of capital stock entitled to vote.
  • Quorum method: Shares may be present in person or represented by proxy to satisfy the quorum requirement.
  • Rights of security holders: The filing triggers disclosure under Item 3.03, indicating a material modification to the rights of security holders, with details incorporated by reference from Item 5.03.
  • Emerging growth company: The registrant indicated it is an emerging growth company as defined under applicable securities regulations.
  • Signed by CEO: The filing was signed by Mark T. Lynn, Chief Executive Officer, on October 29, 2026.

Amass Brands Amends Bylaws to Revise Stockholder Meeting Quorum

According to the filing, Amass Brands Inc (NASDAQ:AMSS) reported that its Board of Directors approved the First Amendment to the Company's Bylaws on October 29, 2026. The amendment specifically changes the quorum required for a stockholders' meeting or action. Under the revised terms, a quorum is defined as "at least 33 1/3% of the voting power of the issued and outstanding shares of the capital stock of the Company entitled to vote, present in person or represented by proxy."

The company disclosed the amendment under both Item 5.03 (Amendments to Articles of Incorporation or Bylaws) and Item 3.03 (Material Modification to Rights of Security Holders) of Form 8-K, with the Item 5.03 information incorporated by reference into Item 3.03. The filing notes that the summary of the First Amendment "does not purport to be complete and is subject to, and qualified in its entirety by reference to the First Amendment," a copy of which was attached as Exhibit 3.1.

Amass Brands Inc is incorporated in Delaware, holds Commission File Number 001-43286, and maintains its principal executive offices at 860 E Stowell Road, Santa Maria, CA 93454. The registrant identified itself as an emerging growth company in the filing, and indicated it has not elected to use the extended transition period for complying with new or revised financial accounting standards.

What Was Disclosed

Amass Brands Inc disclosed a Board-approved amendment to its Bylaws, effective October 29, 2026, lowering the stockholder meeting quorum to at least 33 1/3% of voting power, present in person or by proxy. The full amendment was filed as Exhibit 3.1.