Amaze Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On October 15, 2025, Amaze Holdings, Inc. (the “Company”) entered into an At The Market Offering Agreement (the “Sales Agreement”) with Ladenburg Thalmann & Co. Inc. (“Ladenburg”). Under the Sales Agreement, the Company may sell from time to time, through or to Ladenburg, acting as agent or principal, shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), having an aggregate offering price of up to $6,959,000 (the “Shares”).
The Company is not obligated to sell any Shares under the Sales Agreement. Subject to the terms and conditions of the Sales Agreement, Ladenburg will use commercially reasonable efforts, consistent with its normal trading and sales practices and applicable laws and regulations, to sell the Shares from time to time, based upon the Company’s instructions, including any price, time or size limits. Under the Sales Agreement, Ladenburg may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act of 1933, as amended, including, without limitation, sales made directly on the NYSE American. The Company will pay Ladenburg a commission of up to 3.0% of the gross proceeds of any Shares sold through Ladenburg under the Sales Agreement. The Company has also provided Ladenburg with customary indemnification rights and expense reimbursements for up to $75,000 of expenses in addition to periodic diligence expenses. The Sales Agreement may be terminated by either party as set forth in the Sales Agreement.
The offer and sale, if any, of the Shares under the Sales Agreement will be made pursuant to the Company’s shelf registration statement on Form S-3 and the related prospectus (File No. 333-289876) filed with the Securities and Exchange Commission (the “SEC”) on August 27, 2025, as supplemented by a prospectus supplement dated October 15, 2025. This Current Report on Form 8-K shall not constitute an offer to sell or solicitation of an offer to buy any Shares under the Sales Agreement, nor shall there be any offer, solicitation or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities law of such state.
A copy of the opinion of Maslon LLP relating to the validity of the Shares that may be issued pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K.
The foregoing description of the Sales Agreement is qualified in its entirety by reference to the full text of the Sales Agreement, which is attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The representations, warranties and covenants contained in the Sales Agreement were made only for purposes of the Sales Agreement as of specific dates indicated therein, were solely for the benefit of Ladenburg and to allocate risk between the Company and Ladenburg, and may be subject to limitations agreed upon by the parties.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | At The Market Offering Agreement, dated October 15, 2025, between Amaze Holdings, Inc. and Ladenburg Thalmann & Co. Inc. | |
| 5.1 | Opinion of Maslon LLP | |
| 23.1 | Consent of Maslon LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 15, 2025 | ||
| AMAZE HOLDINGS, INC. | ||
| By: | /s/ Aaron Day | |
| Name: | Aaron Day | |
| Title: | Chief Executive Officer | |