Amesite Inc.

false 0001807166 0001807166 2026-04-27 2026-04-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) April 27, 2026 Amesite Inc. (Exact name of registrant as specified in its charter) Delaware 001-39553 82-3431718 (State or other jurisdiction of incorporation) (Commission File Number) (I. R. S. Employer Identification No.) 607 Shelby Street Suite 700 PMB 214 Detroit , MI 48226 (Address of principal executive offices, including ZIP code) (734) 876-8141 (Registrant’s telephone number, including area code) N/A (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of 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 $0.0001 per share AMST The Nasdaq Stock Market LLC Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☒ If 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. ☐ Item 1.01 Entry into a Material Definitive Agreement. On April 27, 2026, Amesite Inc. (the “Company”) entered into a securities purchase agreement (the “RD Purchase Agreement”) with certain institutional investors, pursuant to which the Company agreed to sell to such investors, in a registered direct offering (the “Registered Direct”), an aggregate of 696,866 shares of common stock of the Company (the “Common Stock”), at a purchase price of $1.435 per share of Common Stock. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282999), which was declared effective by the Securities and Exchange Commission on December 18, 2024. In a concurrent private placement (the “Private Placement” and, together with the Registered Direct, the “Offerings”), the Company entered into a securities purchase agreement (the “PIPE Purchase Agreement” and together with the RD Purchase Agreement, the “Purchase Agreements”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, (i) pre-funded warrants (the “Pre-Funded Warrants”) to purchase 696,866 shares (the “Pre-Funded Warrant Shares”) of Common Stock, (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase an aggregate of 1,393,732 shares of Common Stock and (iii) Series A-2 warrants (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Common Warrants” and together with the Pre-Funded Warrants, the Warrants) to purchase an aggregate of 1,393,732 shares of Common Stock (such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants, the “Warrant Shares”) at a combined purchase price of $1.434 per Pre-Funded Warrant and accompanying Common Warrants. The Pre-Funded Warrants are exercisable immediately at an exercise price of $0.001 per share and until the Pre-Funded Warrants are exercised in full. The Common Warrants will be exercisable beginning on the date on which the Company obtains stockholder approval (the “Stockholder Approval Date”) at an exercise price of $1.435 per share. The Series A-1 Warrants will expire five years after the later of (i) the effective date of the Resale Registration Statement (as defined below) and (ii) the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement and (ii) the Stockholder Approval Date. The Common Warrants may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or the prospectus contained therein is not available for the resale of, the shares issuable upon exercise of Common Warrants. The exercise price of the Common Warrants is subject to customary adjustments in the event of stock splits, stock dividends and similar recapitalization transactions. In addition, on April 27, 2026, the Company entered into PIPE Purchase Agreements with certain of its officers and directors, including Dr. Ann Marie Sastry, Ph.D, its Chairman and CEO, and George Parmer, a member of its board of directors, pursuant to which the Company agreed to issue and sell to such officers and directors in a private placement transaction (the “Insider-Led Private Placement”), (i) an aggregate of 418,118 shares of Common stock, (iii) Series A-1 Warrants to purchase an aggregate of 418,118 shares of Common Stock and (iii) Series A-2 Warrants to purchase an aggregate of 418,118 shares of Common Stock at a combined purchase price of $1.435 per share and accompanying Common Warrants. The Warrants (other than the Warrants issued to the Company’s officers and directors) contain beneficial ownership limitations which provide that the Company shall not effect any exercise, and a holder shall not have the right to exercise, any portion of a Warrant to the extent that, after giving effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the exercise. This limitation may be waived (up to a maximum of 9.99%) by a holder in its sole discretion upon not less than sixty-one (61) days’ prior notice to the Company. In connection with the PIPE Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain institutional investors, pursuant to which the Company agreed to prepare and file a registration statement (the “Resale Registration Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of the PIPE Shares and the Warrant Shares no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration statement declared effective no later than 30 days after the date of the Registration Rights Agreement (or 60 days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC). The closing of the Registered Direct, the Private Placement and the Insider-Led Private Placement are expected to take place on April 28, 2026. - 1 - The aggregate gross proceeds from Registered Direct and Private Placement are expected to be approximately $2 million, prior to deducting placement agent’s fees and other offering expenses payable by the Company. The aggregate gross proceeds from the Insider-Led Private Placement are expected to be approximately $600,000. The Company intends to use the net proceeds from the offering for working capital and other general corporate purposes. Upon completion of the Registered Direct, Private Placement and Insider-Led Private Placement, the Company believes that its stockholders’ equity will be in excess of $2.5 million necessary to regain compliance with Nasdaq’