Amesite Announces Closing of Up To $7.8 Million Concurrent Registered Direct Offering and Private Placements Priced At-the-Market Under Nasdaq Rules

Rhea-AI Summary

Amesite (Nasdaq: AMST) closed concurrent offerings that generated approximately $2.6 million of aggregate gross proceeds upfront and issued warrants that could provide an additional ~$5.2 million if fully exercised, for potential aggregate proceeds of up to $7.8 million.

The company issued common shares, pre-funded warrants and Series A-1 and A-2 warrants at a purchase and exercise price of $1.435; certain officers and directors purchased 418,118 shares. Warrants become exercisable upon stockholder approval and the company agreed to file resale registration covering unregistered securities.

Positive

• Upfront proceeds of approximately $2.6 million
• Potential additional proceeds of approximately $5.2 million if warrants fully exercised
• Insider participation: officers and directors purchased 418,118 shares at $1.435
• Resale registration rights agreed to enable future resale of unregistered securities
• Nasdaq equity believed to exceed the $2.5 million minimum requirement

Negative

• Warrants are exercisable only after stockholder approval, creating timing and execution uncertainty
• Securities issued in private placements are unregistered until the Resale Registration Statement is effective
• Placement agent fees and offering expenses will reduce net proceeds available for general corporate purposes

Argus Apr 29 session

+8.16% close to close Open Argus

Details

News Market Reaction – AMST

On Apr 29, the first trading day after this news, AMST closed 8.16% above the previous close.

Data tracked by StockTitan Argus for the Apr 29 session.

Key Figures

Aggregate offerings size: $7.8 million Gross proceeds upfront: $2.6 million Potential warrant proceeds: $5.2 million +5 more

Aggregate offerings size

$7.8 million

Concurrent registered direct and private placements headline amount

Gross proceeds upfront

$2.6 million

Aggregate gross proceeds from completed offerings before fees

Potential warrant proceeds

$5.2 million

Additional gross proceeds if all warrants are exercised for cash

Offering price

$1.435 per share

Price for common stock and pre-funded warrants in these financings

Investor shares

696,866 shares

Common stock sold per financing leg, plus matching A-1 and A-2 warrants

Insider-led placement shares

418,118 shares

Shares sold to officers and directors with matching A-1 and A-2 warrants

Nasdaq equity threshold

$2.5 million

Minimum stockholders’ equity Amesite cites for Nasdaq compliance

Current market cap

$4,801,349

Equity value before this news based on provided market data

Previous Private placement,offering Reports

1 past event · Latest: Apr 27

Same Type 1 event

1. Apr 27

   Equity offering

   24h Move

   -33.5%

   Concurrent registered direct and private placements to raise up to $6M.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

registered direct offering, private placement, pre-funded warrants, warrants, +3 more

7 terms

registered direct offering financial

"for the purchase and sale of 696,866 shares of its common stock, at a purchase price of $1.435 per share in a registered direct offering priced"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

private placement financial

"today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

pre-funded warrants financial

"purchase and sale of 696,866 shares of common stock (or pre-funded warrants in lieu thereof), Series A-1 warrants"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

warrants financial

"unregistered Series A-1 warrants to purchase up to 696,866 shares of common stock and unregistered Series A-2 warrants"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

Nasdaq rules regulatory

"private placement priced at-the-market under Nasdaq rules for the purchase and sale"

Nasdaq rules are a set of guidelines and requirements that companies must follow to be listed and remain on the Nasdaq stock exchange. These rules help ensure companies are transparent, financially healthy, and operate fairly, which is important for investors to trust the market and make informed decisions. Think of them as the standards that keep the marketplace honest and organized.

Regulation D regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

registration rights agreement regulatory

"Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

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$2.6 million upfront with up to approximately $5.2 million of potential aggregate proceeds upon the exercise in full of warrants

DETROIT, April 28, 2026 (GLOBE NEWSWIRE) -- Amesite Inc. (Nasdaq: AMST), developer of the AI‑native NurseMagic™ platform and EMR for non‑acute care, today announced the closing of its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale of 696,866 shares of its common stock, at a purchase price of $1.435 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, the Company issued to the investors unregistered Series A-1 warrants to purchase up to 696,866 shares of common stock and unregistered Series A-2 warrants to purchase up to 696,866 shares of common stock. The warrants have an exercise price of $1.435 per share and will be exercisable beginning on the effective date of stockholder approval for the issuance of the shares issuable upon exercise of the warrants. The Series A-1 warrants will expire five years after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval and the Series A-2 warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval.

The Company also closed its previously announced private placement priced at-the-market under Nasdaq rules for the purchase and sale of 696,866 shares of common stock (or pre-funded warrants in lieu thereof), Series A-1 warrants to purchase up to 696,866 shares of the Company’s common stock and Series A-2 warrants to purchase up to 696,866 shares of the Company’s common stock at a purchase price of $1.435 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The warrants issued in the private placement have an exercise price of $1.435 per share and will be exercisable beginning on the effective date of stockholder approval for the issuance of the shares issuable upon exercise of the warrants. The Series A-1 warrants will expire five years after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval and the Series A-2 warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval.

H.C. Wainwright & Co. acted as the exclusive placement agent for the registered direct and the concurrent placement of warrants to purchase shares of common stock.

The shares of common stock and pre-funded warrants described above (but not the shares of common stock and pre-funded warrants issued in the private placement and the unregistered warrants and the shares of common stock underlying the unregistered warrants) offered in the registered direct were offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-282999) that was declared effective by the Securities and Exchange Commission (the “SEC”) on December 18, 2024. The offering of the shares of common stock and pre-funded warrants in the registered direct was made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and accompanying prospectus relating to the registered direct offering was filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained on the SEC’s website at http://www.sec.gov or by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue, 3rd Floor, New York, New York 10022, by phone at (212) 856-5711 or e-mail at placements@hcwco.com.

In addition, the Company closed its previously announced insider-led private placement priced at a premium to market under Nasdaq rules 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, for the purchase and sale of 418,118 shares of common stock, Series A-1 Warrants to purchase up to an aggregate of 418,118 shares of common stock and Series A-2 Warrants to purchase up to an aggregate of 418,118 shares of common stock, at a purchase price of $1.435 per share and accompanying warrants. The warrants issued in the insider-led private placement have an exercise price of $1.435 per share and will be exercisable beginning on the effective date of stockholder approval for the issuance of the shares issuable upon exercise of the warrants issued in the recently announced concurrent registered direct offering and private placement. The Series A-1 warrants will expire five years after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval and the Series A-2 warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement and (ii) the date of stockholder approval.

The aggregate gross proceeds to the Company from the offerings were approximately $2.6 million, before deducting the placement agent’s fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the warrants, if fully exercised on a cash basis, will be approximately $5.2 million. No assurance can be given that any of such warrants will be exercised. The Company intends to use the net proceeds from the offerings for general corporate purposes, including working capital.

The shares of common stock, pre-funded warrants and warrants issued in the private placement, as well as the unregistered warrants issued to the investors in the registered directed offering, were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and/or Regulation D promulgated thereunder and, along with the shares of common stock underlying such unregistered warrants and pre-funded warrants sold in the offerings, have not been registered under the Securities Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the unregistered securities issued in the offerings (the “Resale Registration Statement”).

Upon completion of the concurrent registered direct offering and private placement and the insider-led private placement, the Company believes that its stockholders’ equity is currently in excess of the $2.5 million necessary to meet Nasdaq’s minimum stockholder’ equity requirement.

This press release does not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.

About Amesite Inc.

Amesite (NASDAQ: AMST) is an AI-driven company with an immediate aim to transform the $330 billion home and healthcare segments. Its flagship product, NurseMagic™, streamlines documentation for nurses and caregivers, reducing the time required from 20 minutes to just 20 seconds. NurseMagic™ is used by over 100 professions to improve care, enhance operational efficiency and improve financial performance. Built on proprietary AI trained on industry-specific data, NurseMagic™ meets HIPAA regulations while improving accuracy and efficiency. The platform serves B2B and B2C users across 50 states and 21 countries, offering seamless integration into healthcare workflows and translations to over 50 languages.

Forward-Looking Statement

This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning, among others, the receipt of stockholder approval, the exercise of the warrants prior to their expiration and the intended use of net proceeds from the offering. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "plan," "believe," "intend," "look forward," and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties, including market and other conditions, and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement. Risks facing the Company and its planned platform are set forth in the Company’s filings with the SEC. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations

ir@amesite.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much did Amesite (AMST) raise in the April 28, 2026 offerings?

Amesite raised approximately $2.6 million in aggregate gross proceeds upfront. According to the company, the offerings also include warrants that could yield an additional ~$5.2 million if fully exercised, for up to $7.8 million total.

What are the terms of the warrants issued by Amesite (AMST) on April 28, 2026?

The warrants have an exercise price of $1.435 per share and varying expirations. According to the company, Series A-1 expire five years and Series A-2 expire 18 months after specified registration or approval dates.

When can shareholders expect the Amesite (AMST) warrants to be exercisable?

Warrants become exercisable beginning on the effective date of stockholder approval for the shares issuable upon exercise. According to the company, exercise also depends on the effective date of the Resale Registration Statement and shareholder approval timing.

Did Amesite (AMST) include insider participation in the financing and how much?

Yes. According to the company, certain officers and directors purchased an aggregate of 418,118 shares at $1.435 per share in an insider-led private placement priced at a premium to market.

What will Amesite (AMST) use the net proceeds from the April 28, 2026 offerings for?

The company intends to use net proceeds for general corporate purposes, including working capital. According to the company, placement agent fees and offering expenses will be deducted from gross proceeds before net use.