Amaze Delays Key Share Dilution Vote, Cites Shareholder Meeting Issues

NEWPORT BEACH, CA – February 03, 2026 – Amaze Holdings, Inc. (NYSE American: AMZE), a company positioning itself at the forefront of the creator economy, today announced the abrupt cancellation of a Special Meeting of Stockholders scheduled for February 4. The move postpones a critical vote on proposals that could lead to significant dilution for current shareholders, pushing the decision to the company's next annual meeting. This cancellation follows a previous adjournment of the same meeting in late 2025 due to a failure to achieve a quorum, signaling potential challenges in securing shareholder consensus.

In a brief press release, the creator-powered commerce platform stated the proposals would instead be presented at its next regularly scheduled annual meeting. While the company framed the decision as a move “to consolidate items,” the context of prior difficulties suggests a more complex situation is unfolding behind the scenes as Amaze navigates a pivotal period of financial restructuring and strategic growth.

A Vote on Dilution Delayed

The central issue at stake involves two key proposals detailed in a proxy statement filed with the U.S. Securities and Exchange Commission on November 13, 2025. The primary proposal sought shareholder approval for the issuance of common stock tied to the conversion of senior secured original issue discount convertible notes. These notes, representing approximately $4.14 million in aggregate principal, are a crucial component of the company's financing strategy.

Approval is necessary to comply with NYSE American rules, which cap the issuance of shares from such conversions at 19.9% of a company’s outstanding stock without a shareholder vote. The terms of the notes, which carry a 7% interest rate, allow for conversion into common stock at an initial price of $2.33 per share, with a floor price of $1.50. This clause introduces the potential for substantial shareholder dilution. Based on the number of shares outstanding as of September 2025, a full conversion could result in the issuance of between 1.78 million and 2.76 million new shares. This would dilute existing ownership by a staggering 21.7% to 30.2%, depending on the final conversion price. The second proposal was a procedural measure to allow for an adjournment if needed to solicit more votes—a measure that was already utilized.

A Pattern of Postponement

This week's cancellation is not an isolated event. The Special Meeting was originally convened on December 10, 2025, but was immediately adjourned because the company had not secured a quorum—meaning not enough shareholders were present or represented by proxy to conduct a valid vote. The meeting was then rescheduled for February 4, 2026, before being cancelled entirely.

This pattern indicates that Amaze's management has struggled to rally sufficient shareholder participation or support for the dilution proposal. By deferring the vote to the annual meeting, the company may be banking on the typically higher attendance and broader agenda of such events to finally secure the necessary approvals. However, a specific date for the next annual meeting has not yet been announced, leaving investors in a state of uncertainty regarding the timeline for this critical decision on the company's capital structure. The market's reaction was relatively subdued, with AMZE stock dipping 2.65% to $0.4306 on the day of the announcement, suggesting investors may be taking a cautious, wait-and-see approach.

Navigating a Challenging Financial Landscape

The delay comes as Amaze executes a complex financial turnaround. The company has been grappling with heavy operating losses and significant cash burn, issues highlighted in recent analyst commentary which assigned a "Neutral" rating to the stock. Despite these challenges, management has projected a positive outlook for 2026, forecasting $18.3 million in Gross Merchandise Value (GMV) and $7.3 million in net revenue from its core commerce business, representing an estimated 52% year-over-year growth.

In a year-end letter to shareholders, Amaze detailed aggressive efforts to shore up its balance sheet. The company reported raising $11.7 million in new capital since October 2025, eliminating approximately $3 million in various forms of debt, and resolving nearly $5 million in payables. The stated goal is to become debt-free by the end of the first quarter of 2026. This financial maneuvering has been multifaceted, including the recent termination of a $4 million funding agreement with Parler Technologies and the expansion of its at-the-market stock offering capacity by $18.1 million, highlighting a fluid and ongoing search for capital.

Strategic Moves in the Creator Economy

While facing governance and financial headwinds, Amaze has been actively pursuing strategic initiatives to solidify its position in the competitive creator commerce space. The company's platform provides an end-to-end solution for creators to design, sell, and manage merchandise, aiming to help them build sustainable income streams. Recent announcements underscore this focus on operational growth and innovation.

In January, Amaze announced an expanded partnership with creative studio Contend to scale its creator-led commerce operations and launched a new product line of customizable plushies through a collaboration with OpenWav.AI. The company also sponsored SoCom 2026, a key social commerce industry conference, to boost its visibility. Further signaling a commitment to strengthening its financial stewardship, Amaze appointed Joel Krutz, a former executive from Paramount Global, as its new Chief Financial Officer in December 2025. These moves, combined with the projected $6 million in topline revenue from its acquisition of The Food Channel, paint a picture of a company pushing forward on its growth strategy, even as it contends with fundamental questions about its capital structure and shareholder alignment.