Form 8-K

8-K — AMAZE HOLDINGS, INC.

Accession: 0001493152-26-033243

Filed: 2026-07-15

Period: 2026-07-14

CIK: 0001880343

SIC: 5961 (RETAIL-CATALOG & MAIL-ORDER HOUSES)

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-3.1 (ex3-1.htm)

EX-99.1 (ex99-1.htm)

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2026-07-14

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K

CURRENT

REPORT

Pursuant

to Section 13 or Section 15(d) of the Securities Exchange Act of 1934

Date

of Report (Date of earliest event reported): July 14, 2026

AMAZE

HOLDINGS, INC.

(Exact

name of registrant as specified in its charter)

Nevada

001-41147

87-3905007

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S.

Employer

Identification No.)

150

Paularino Ave., Suite D-200, Costa Mesa, CA

92626

(Address

of principal executive offices)

(Zip

Code)

(855)

766-9463

Registrant’s

telephone number, including area code

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation to the registrant under

any of the following provisions:

☐

Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

stock, par value $0.001 per share

AMZE

NYSE

American

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2

of the Securities Exchange Act of 1934.

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Cautionary

Statement Regarding Forward-Looking Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934. These forward-looking statements include, but are not limited to, statements regarding the

anticipated effective date of the Reverse Stock Split, the expected commencement of trading on a split-adjusted basis, and the acceptance

of the COC by the Secretary of State of the State of Nevada. Forward-looking statements are typically identified by words such as “will,”

“expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate,”

“may,” “should,” “could,” and similar expressions. These statements are based on the Company’s

current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially

from those expressed or implied by such statements. Such risks and uncertainties include, but are not limited to, the acceptance of the

COC by the Secretary of State of the State of Nevada, the risk that NYSE American may delist our Common Stock, the risk that NYSE American

may not timely remove any trading halt on our Common Stock, and general market and economic conditions. The Company undertakes no obligation

to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, except as required

by law.

Item

5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

July 14, 2026, Amaze Holdings, Inc. (the “Company”) filed a Certificate of Change, with the Secretary of State of the State

of Nevada (the “COC”), which will effect, at 12:01 a.m. Eastern Time on July 24, 2026, a one-for-8 reverse stock split (the

“Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.001 per share (the

“Common Stock”). In connection with the Reverse Stock Split, the Company proportionally reduced the number of authorized

shares of Common Stock from 750,000,000 shares to 93,750,000 shares, which permitted the Company to effect the Reverse Stock Split without

shareholder approval pursuant to Nevada Revised Statutes Section 78.207. In connection with the Reverse Stock Split, the CUSIP number

for the Common Stock changed to 35804X309.

The

Company believes that the Common Stock will begin trading on the NYSE American LLC (“NYSE American”) on a Reverse Stock Split-adjusted

basis when the market opens on July 27, 2026.

a result of the Reverse Stock Split, every 8 shares of Common Stock issued and outstanding will be converted into one share of Common

Stock. The Reverse Stock Split will affect all shareholders uniformly and will not alter any shareholder’s percentage interest

in the Company’s equity, except to the extent that the Reverse Stock Split would result in some shareholders owning a fractional

share. No fractional shares will be issued in connection with the Reverse Stock Split. Shareholders who would otherwise be entitled to

a fractional share of Common Stock will instead be entitled to receive one whole share.

The

Reverse Stock Split did not change the par value of the Common Stock. All outstanding securities entitling their holders to purchase

shares of Common Stock or acquire shares of Common Stock, including stock options, warrants and restricted stock, were adjusted as a

result of the Reverse Stock Split, as required by the terms of those securities.

The

foregoing description of the COC is a summary of the material terms thereof, does not purpose to be complete and is qualified in its

entirety by reference to the full text of the COC, which is filed with this report as Exhibit 3.1 and is incorporated hereby by reference.

The

COC has been submitted to the Secretary of State of the State of Nevada and is pending acceptance. The Company will file an amended Current

Report on Form 8-K if the COC is not accepted or if there are any material changes to the terms described herein.

Item

7.01. Regulation FD Disclosure.

July 14, 2026, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is attached hereto

as Exhibit 99.1 and is incorporated herein by reference.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit

No.

3.1

Certificate of Change of Amaze Holdings, Inc. effective July 27, 2026

99.1

Press Release of Amaze Holdings, Inc. dated July 14, 2026

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.

AMAZE

HOLDINGS, INC.

Date:

July 14, 2026

By:

/s/

Joel Krutz

Name:

Joel

Krutz

Title:

Chief

Financial Officer

EX-3.1

Filename: ex3-1.htm · Sequence: 2

Exhibit 3.1

EX-99.1

Filename: ex99-1.htm · Sequence: 3

Exhibit 99.1

Amaze

Announces Trading Halt and 1-for-8 Reverse Stock Split

COSTA

MESA, CA / [Newswire] / July 14, 2026 / Amaze Holdings, Inc. (NYSE American: AMZE) (“Amaze” or the “Company”),

a global leader in creator-powered commerce, today announced that it will effect a 1-for-8 reverse stock split of its issued and outstanding

shares of common stock, par value $0.001 per share (the “Common Stock”).

July 13, 2026, NYSE Regulation halted trading in the Company’s Common Stock due to an abnormally low trading price. The abnormally

low price followed a brief period of irregular trading in the Common Stock at levels significantly below. The Company has been in active

communication with NYSE American regarding the resumption of trading and, following that dialogue, is proceeding with the reverse stock

split to restore the per-share price of its Common Stock to a level appropriate for continued listing on the NYSE American.

The

reverse stock split will become effective at 12:01 a.m. Eastern Time on July 24, 2026, pursuant to a Certificate of Change filed with

the Secretary of State of the State of Nevada on July 14, 2026. The Company expects its Common Stock to begin trading on a split-adjusted

basis at the opening of trading on July 27, 2026, under the new CUSIP number 35804X309.

a result of the reverse stock split, every eight shares of Common Stock issued and outstanding will be combined into one share of Common

Stock. The reverse stock split will affect all shareholders uniformly and will not alter any shareholder’s percentage ownership

interest in the Company, except with respect to the treatment of fractional shares. No fractional shares will be issued; any shareholder

who would otherwise be entitled to a fractional share will instead receive one whole share. In connection with the reverse stock split,

the number of authorized shares of Common Stock was proportionally reduced from 750,000,000 shares to 93,750,000 shares, which permitted

the Company to effect the reverse stock split without shareholder approval pursuant to Nevada Revised Statutes Section 78.207. The par

value of the Common Stock remains unchanged at $0.001 per share.

Additional

details regarding the reverse stock split can be found in the Current Report on Form 8-K filed on July 14, 2026 with the U.S. Securities

and Exchange Commission.

About

Amaze:

Amaze

Holdings, Inc. is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce

solutions, and scalable managed services. By empowering anyone to “sell anything, anywhere,” Amaze enables creators to tell

their stories, cultivate deeper audience connections, and generate sustainable income through shoppable, authentic experiences. Discover

more at www.amaze.co.

Cautionary

Note Regarding Forward-Looking Statements

This

press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section

21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events, including

the anticipated effective date of the reverse stock split, the expected resumption and commencement of split-adjusted trading, the acceptance

of the Certificate of Change by the Secretary of State of the State of Nevada, and the Company’s continued listing on NYSE American,

and are subject to risks and uncertainties. These statements can be identified by words such as “may,” “will,”

“should,” “expect,” “plan,” “anticipate,” “intend,” “believe,”

“estimate,” “predict,” “potential,” or “continue.” Actual results could differ materially,

including as a result of the risk that NYSE American may delist the Common Stock, the risk that NYSE American may not timely remove the

trading halt, and general market and economic conditions. Given these risks and uncertainties, you should not place undue reliance on

these forward-looking statements, which speak only as of the date hereof. Unless required by law, the Company undertakes no obligation

to update or revise any forward-looking statements.

SOURCE:

Amaze Holdings, Inc.

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