v3.26.1
Subsequent Events
3 Months Ended
Mar. 31, 2026
Subsequent Events [Abstract]  
Subsequent Events
Note 17 – Subsequent Events
 
Direct Listing on the Nasdaq Global Market -
On May
20
, 2026, the Company's common stock commenced trading on the Nasdaq Global Market under the ticker symbol "AMSS" pursuant to a direct listing (the "Direct Listing") registering the resale of up to 12,432,021 shares of common stock held by existing stockholders. The Direct Listing was not underwritten on a firm-commitment basis; Maxim Group LLC served as the Company's financial advisor under Nasdaq Rule 4120(c)(8).
 
Streeterville Private Placement -
In connection with the Direct Listing, the Company completed a private placement (the "Private Placement") with Streeterville Capital, LLC ("Streeterville") pursuant to a Securities Purchase Agreement dated March 17, 2026, as amended by a Global Amendment dated April 7, 2026 (the "SPA"). The SPA provides for the issuance and sale by the Company of up to $30.0 million of Series C Convertible Preferred Stock (the "Series C Preferred Stock") across an initial closing (the "First Closing") and a subsequent closing (the "Second Closing").
 
At the First Closing on April 8, 2026, the Company issued to Streeterville (i) 28,125 shares of common stock as commitment fee shares and (ii) a warrant to purchase up to 3,500,000 shares of common stock at an exercise price equal to 110% of the Nasdaq Valuation Price, exercisable through the fifth anniversary of the listing date (subject to the Company's right to terminate the warrant after one year post-listing upon ten days' notice), for which Streeterville paid a warrant purchase price of $10,000.
 
At the Second Closing on May 2
0
, 2026, the Company issued to Streeterville 7,000 shares of 
 
Series C Preferred Stock, for which Streeterville paid $6,990,000.
 
The Series C Preferred Stock is convertible into common stock at an initial conversion price equal to the Nasdaq Valuation Price. After the earlier of (i) six months from the listing date, (ii) a trigger event, or (iii) an event of default, the conversion price becomes the lesser of the Fixed Price and 90% of the lowest daily volume-weighted average price during the ten trading days prior to conversion, subject to a floor price equal to 40% of the Nasdaq Valuation Price. Conversions are subject to a 9.99% beneficial ownership limitation and the Exchange Cap under Nasdaq Rule 5635(d).
 
Stockholders’ equity
– The Company opened a new Regulation Crowdfunding round in February 2026 closed in April 2026. The Company does not expect to receive funds on this round.
 
In connection with the Direct Listing, all outstanding shares of the Company's Series Seed, Series Seed-1 through Seed-5, Series A, and Series B-1 through B-3 Preferred Stock automatically converted into an aggregate of
 
7,483,093 shares of common stock pursuant to the mandatory conversion provisions of the Company's Eighth Amended and Restated Certificate of Incorporation, filed with the Delaware Secretary of State on April 30, 2026. These conversions resulted in a reclassification within stockholders' equity (deficit) with no income statement impact.
 
Stock-based compensation
– Subsequent to March 31, 2026
,
and before the issuance date, warrants were exercised to 66,563 shares of Common Stock. The Company received funds of $14,211 related to the exercise of warrants.

SAFE Agreement
- On June 16, 2026, the Company entered into a Simple Agreement for Future Equity (the “SAFE”) with AFTERDREAM, Inc ( “Afterdream”), pursuant to which the Company invested $1,435,000 (the “Purchase Amount”) in exchange for the right to receive shares of Afterdream’s capital stock upon the occurrence of certain future events. The SAFE includes a post-money valuation cap of $7,500,000. Capitalized words used but not defined herein shall have the meaning as set forth in the SAFE. Afterdream is a related party, as the majority owner is the Company’s CEO.
 
If there is an Equity Financing before the termination of the SAFE, on the initial closing of such Equity Financing, the SAFE will automatically convert into the greater of (1) the number of shares of Standard Preferred Stock equal to the Purchase Amount divided by the lowest price per share of Standard Preferred Stock, or (2) the number of shares of Safe Preferred Stock equal to the Purchase Amount divided by the Safe Price. If there is a Liquidity Event before the termination of the SAFE, the Company will automatically be entitled to receive a portion of Proceeds equal to the greater of (i) the Purchase Amount or (ii) the amount payable on the number of shares of Common Stock equal to the Purchase Amount divided by the Liquidity Price. If there is a Dissolution Event before the termination of the SAFE, the Company will automatically be entitled to receive a portion of Proceeds equal to the Purchase Amount, subject to the liquidation priority provisions set forth in the SAFE. The SAFE is not transferable or assignable by either party without the prior written consent of the other, subject to certain customary exceptions.
 
On June 17, 2026, the Company entered into Amendment No. 1 to the SAFE (the “Amendment”) with Afterdream. Pursuant to the Amendment, the parties agreed to increase the Purchase Amount from $1,435,000 to $1,535,000, representing an additional investment of $100,000 by the Company. The Post-Money Valuation Cap of $7,500,000 remains unchanged. All other material terms of the SAFE remain in full force and effect as originally executed, including the conversion mechanics upon an Equity Financing, Liquidity Event, or Dissolution Event.
 
On June 24, 2026, the Company entered into Amendment No. 2 to the SAFE (the “Amendment”) with Afterdream. Pursuant to the Amendment, the parties agreed to increase the Purchase Amount from $1,535,000 to $1,735,000, representing an additional investment of $200,000 by the Company. The Post-Money Valuation Cap of $7,500,000 remains unchanged. All other material terms of the SAFE remain in full force and effect as originally executed, including the conversion mechanics upon an Equity Financing, Liquidity Event, or Dissolution Event.
 
Investment in De Soi
– In June 2026, the Company repaid its repurchase commitment on its investment in De Soi discussed in Notes 6 and 14. Afterdream repaid the loan for which the De Soi equity was used as collateral, which therefore resolved the requisites to release the collateral. The Company is awaiting confirmation that the securities have been released and returned to the Company.

Subsequent to March 31, 2026, certain investments were formalized into a SAFE (see Note 6).