Corporate Action, Amendments to Bylaws (Form 8-K)

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

Amendment and Restatement of Certificate of Designation

As previously disclosed, on May 20, 2026, AMASS Brands Inc (the "Company") filed with the Secretary of State of Delaware a Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock (the "Certificate of Designation"). The Certificate of Designation provides for the creation of 35,000 authorized shares of the Company's Series C Convertible Preferred Stock, par value $0.00001 per share (the "Series C Preferred Stock").

On August 19, 2026, upon obtaining the consent of a majority of the holders of the Series C Preferred Stock, and the approval of the Company's Board of Directors in accordance with the Delaware General Corporation Law and the terms of the existing Certificate of Designation, the Company filed with the Secretary of State of Delaware an Amended and Restated Certificate of Designation of Preferences and Rights of Series C Convertible Preferred Stock (the "Amended and Restated Certificate of Designation"), which amended and restated in its entirety the Company's existing Certificate of Designation.

The Amended and Restated Certificate of Designation, among other things: (1) revised certain liquidation and deemed liquidation event provisions applicable to the Series C Preferred Stock; (2) modified certain conversion rights and conversion pricing provisions particularly in connection with a limited conversion event; (3) revised the Company's optional redemption provisions and clarifies that holders of Series C Preferred Stock do not have the right to require the Company to redeem or repurchase such shares, except in connection with an actual liquidation, dissolution or winding up of the Company; (4) revised certain event of default provisions and remedies available to holders; and (5) updated certain definitions, restrictive covenants and other rights, preferences, privileges and restrictions applicable to the Series C Preferred Stock.

The foregoing description of the Amended and Restated Certificate of Designation is qualified in its entirety by reference to the full text of the Amended and Restated Certificate of Designation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.