$AMSS

AMASS BRANDS

CIK:0001851491|SEC Filings

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2026	Jun. 30, 2025	Jun. 30, 2026	Jun. 30, 2025
Net revenues
Spirits & wine revenues	$ 5,404,448	$ 5,455,110	$ 9,390,882	$ 9,614,886
Other revenues	188,296	49,722	351,205	230,489
Total net revenues	5,592,744	5,504,832	9,742,087	9,845,375
Cost of net revenues
Cost of spirits & wine revenues	3,558,488	3,344,070	6,367,880	6,130,937
Cost of other revenues	538,707	16,209	805,716	355,126
Total cost of net revenues	4,097,195	3,360,279	7,173,596	6,486,063
Gross profit	1,495,549	2,144,553	2,568,491	3,359,312
Operating expenses
Sales and marketing	1,059,877	976,375	2,027,354	1,969,780
General and administrative	6,054,188	1,917,192	8,570,993	4,035,292
Impairment loss	339,283	0	449,685	0
Total operating expenses	7,453,348	2,893,567	11,048,032	6,005,072
Loss from operations	(5,957,799)	(749,014)	(8,479,541)	(2,645,760)
Other income (expense)
Interest income	0	27,752	3,709	34,235
Interest expense	(1,337,046)	(491,992)	(1,791,902)	(2,036,252)
Change in fair value of derivative liabilities	236,969	0	187,753	0
Change in fair value of SAFEs	(10,635)	0	(21,062)	0
Other income (expense), net	(480,704)	(52,169)	(489,779)	(337,267)
Total other income (expense)	(1,591,416)	(516,409)	(2,111,281)	(2,339,284)
Net loss	(7,549,215)	(1,265,423)	(10,590,822)	(4,985,044)
Net loss attributable to noncontrolling interest	(74,938)	(28,840)	(80,841)	(91,419)
Net loss attributable to parent	(7,474,277)	(1,236,583)	(10,509,981)	(4,893,625)
Foreign currency translation adjustment	0	0	0	0
Total comprehensive loss	$ (7,474,277)	$ (1,236,583)	$ (10,509,981)	$ (4,893,625)
Weighted average common shares outstanding — basic	10,764,492	3,115,656	7,139,009	3,073,828
Weighted average common shares outstanding — diluted	10,764,492	3,115,656	7,139,009	3,073,828
Net loss per common share — basic	$ (0.69)	$ (0.4)	$ (1.47)	$ (1.59)
Net loss per common share — diluted	$ (0.69)	$ (0.4)	$ (1.47)	$ (1.59)

Consolidated Statement Of Cash Flows - USD ($)	6 Months Ended
Consolidated Statement Of Cash Flows - USD ($)	Jun. 30, 2026	Jun. 30, 2025
Cash flows from operating activities
Net loss	$ (10,590,822)	$ (4,985,044)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization	269,607	335,137
Stock-based compensation	447,545	221,464
Issuance of common stock shares for services	2,631,799	0
Amortization of debt discounts	1,207,730	321,941
Warrant modifications of the terminated inducement offering charged to operations	514,313	0
Reserve for expected credit losses	17,864	(10,298)
Impairment of intangible assets and investments	449,685	0
Change in fair value of derivative liabilities	(187,753)	0
Change in fair value of SAFE	21,062	0
Inventory obsolescence	246,385	8,885
Loss on sale of securities at fair value	0	280,143
Changes in operating assets and liabilities
Accounts receivable	(1,744,094)	(825,207)
Inventory, net	(581,023)	2,907,233
Prepaid expenses and other current assets	(297,200)	11,733
Accounts payable	1,359,803	(654,654)
Accrued expenses	173,882	(728,991)
Interest receivable	0	(25,887)
Interest payable	41,768	1,799,123
Customer deposits	(3,162)	0
Contract liabilities	(108,942)	(2,122)
Net cash used in operating activities	(6,131,553)	(1,346,544)
Cash flows from investing activities
Advances to related parties	(3,717)	(87,686)
Sale of investment	0	500,000
Proceeds from notes receivable	0	346,663
Purchase of related-party investment	(1,786,593)	0
Purchases of property and equipment, net of disposals	0	11,610
Purchases / disposals of intangible assets, net	0	(17,470)
Net cash (used in) provided by investing activities	(1,790,310)	753,117
Cash flows from financing activities
Proceeds from (repayments of) secured credit facility, net	511,488	(125,854)
Repayments of loans payable, net	(197,854)	(137,959)
Proceeds from (repayments of) promissory notes, net	0	945,000
Proceeds from (repayments of) convertible notes, net	1,351,675	0
Proceeds from issuance of Series C Convertible Preferred Stock	7,000,000	0
Proceeds from issuance of Common Stock	0	470,759
Offering costs	(452,512)	(396,755)
Proceeds from exercise of stock options	4,184	375
Proceeds from exercise of warrants	850,437	51,406
Obligation under repurchase agreement	(400,000)	0
Net cash provided by financing activities	8,667,418	806,972
Net change in cash and cash equivalents	745,555	213,545
Cash and cash equivalents, beginning of the period	824,962	693,946
Cash and cash equivalents, end of the period	1,570,517	907,491
Supplemental Disclosure of Cash Flow Information
Cash paid for income taxes	9,373	13,833
Cash paid for interest	340,352	516,353
Noncash Investing and Financing Activities
Transfer of investment for relief of debt	0	1,000,000
Warrants issued with promissory notes	0	615,427
Exchange of shareholder promissory note for convertible note	1,000,000	0
Conversion of Convertible Notes and accrued interest into Common Stock	3,791,850	0
Common Stock issued as Series C commitment fee shares	450,000	0
Incremental fair value of Warrant modifications capitalized to deferred offering costs	431,680	0
Shares issued in extinguishment of accrued interest	276,475	0
Reclassification of securities pledged as collateral to investments at fair value upon De Soi collateral release	3,347,564	0
Issuance of SAFE for reduction of promissory note principal	0	500,000
Derivative recognized with Series C financing	849,236	0
Warrants issued with Series C Preferred Stock	$ 4,824,382	$ 0

Consolidated Balance Sheets - USD ($)	Jun. 30, 2026	Dec. 31, 2025
Current Assets
Cash and cash equivalents	$ 1,570,517	$ 824,962
Accounts receivable, net	4,043,745	2,317,514
Due from related parties	0	1,389,996
Inventory, net	11,208,045	10,873,408
Interest receivable	68,112	68,112
Prepaid expenses and other current assets	883,809	178,205
Total current assets	17,774,228	15,652,197
Non-Current Assets
Property and equipment, net	5,044	12,369
Intangible assets, net	1,829,895	2,202,579
Goodwill	2,972,280	2,972,280
Securities pledged as collateral, at fair value	0	3,347,564
Investments at fair value	3,347,564	0
Investments at cost	406,000	823,746
Related-party investment	1,888,331	0
Deposits	16,640	14,015
Total assets	28,239,982	25,024,750
Current liabilities
Accounts payable	9,619,480	8,257,052
Accrued expenses	4,480,307	4,306,428
Secured credit facility, current	3,788,522	3,277,034
Loans payable, current	1,166,998	897,854
Contract liabilities	2,933,102	3,042,044
Promissory notes payable, current	1,650,000	2,498,714
Derivative liabilities	883,167	37,962
Customer deposits	413,838	417,000
Interest payable	421,213	694,649
Obligation under repurchase agreement	0	400,000
Total current liabilities	25,356,627	23,828,737
Loans payable	164,570	831,568
Promissory notes payable, net	0	100,000
Convertible notes payable	0	378,725
SAFE notes	541,304	520,242
Total liabilities	26,062,501	25,659,272
Commitments and contingencies (Note 15)
Stockholders' equity (deficit):
Common stock, $0.00001 par, 250,000,000 shares authorized; 11,760,456 shares issued and 11,605,081 shares outstanding as of June 30, 2026, and 3,364,984 shares issued and outstanding as of December 31, 2025	118	34
Additional paid-in capital	51,273,945	37,661,354
Treasury stock, 155,375 and 0 shares at cost	(1,393,713)	0
Accumulated other comprehensive income	55,172	55,172
Accumulated deficit	(51,215,008)	(40,705,027)
Total Amass stockholders' deficit	(1,279,486)	(2,988,251)
Non-controlling interest	2,272,890	2,353,729
Total stockholders' equity (deficit)	993,404	(634,522)
Total liabilities and stockholders' equity (deficit)	28,239,982	25,024,750
Convertible Preferred Stock [Member]
Current liabilities
Series C Convertible Preferred Stock, $0.00001 par, 7,000 shares issued and outstanding, liquidation value of $7,608,720 plus accrued and unpaid preferred return, at carrying value (mezzanine equity)	1,184,077	0
Series B Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred Stock, Value, Issued	0	82
Series A Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred Stock, Value, Issued	0	9
Series Seed Preferred Stock [Member]
Stockholders' equity (deficit):
Preferred Stock, Value, Issued	$ 0	$ 125