Amesite Announces Insider-Led Private Placement Priced at a Premium to Market

Amesite (Nasdaq: AMST) entered insider-led definitive agreements to sell 418,118 shares and accompanying Series A-1 and A-2 warrants at $1.435 per share, expected to close on or about April 28, 2026.

Rhea-AI Summary

Amesite (Nasdaq: AMST) entered insider-led definitive agreements to sell 418,118 shares and accompanying Series A-1 and A-2 warrants at $1.435 per share, expected to close on or about April 28, 2026. Aggregate gross proceeds to the company from this private placement are expected to be approximately $600,000.

The company said proceeds will be used for general corporate purposes, and that completion of concurrent offerings should restore stockholders' equity above $2.5 million to regain Nasdaq compliance.

Positive

• Insider participation includes officers and directors purchasing 418,118 shares
• Expected proceeds of approximately $600,000 from the insider-led private placement
• Concurrent capital efforts expected to yield aggregate gross proceeds of about $2.6 million
• Nasdaq compliance anticipated: stockholders' equity expected to exceed $2.5 million

Negative

• Issuance of shares and up to 418,118 warrants creates potential dilution for existing shareholders
• Warrants include long dated Series A-1 (5 years) and shorter Series A-2 (18 months) affecting future cap structure
• Securities are unregistered at issuance and subject to a resale registration filing before public resale

Argus Apr 28 session

-6.67% close to close Open Argus

Details

News Market Reaction – AMST

In the Apr 28 session, AMST declined 6.67%, reflecting a notable negative market reaction.

Data tracked by StockTitan Argus on the day of publication.

Market Context

The stock moved -6.7% in the session following this news. A negative reaction despite insider-led pa...

Analysis

The stock moved -6.7% in the session following this news. A negative reaction despite insider-led participation fits the pattern seen on Apr 27, 2026, when a financing announcement coincided with a 33.54% decline. This new insider-led private placement adds roughly $600,000 in gross proceeds at $1.435 per share and warrants, on top of about $2 million from the concurrent deal, as Amesite aims to exceed $2.5 million in stockholders’ equity for Nasdaq compliance. Investors may focus on dilution and the company’s disclosed going-concern and listing risks.

Key Figures

Common shares issued: 418,118 shares Series A-1 warrants: 418,118 warrants Series A-2 warrants: 418,118 warrants +5 more

Common shares issued

418,118 shares

Insider-led private placement

Series A-1 warrants

418,118 warrants

Insider-led private placement

Series A-2 warrants

418,118 warrants

Insider-led private placement

Offering price

$1.435 per share

Insider-led private placement pricing

Insider placement proceeds

approximately $600,000

Aggregate gross proceeds from insider-led private placement

Concurrent offering proceeds

approximately $2 million

Aggregate gross proceeds from concurrent registered direct and private placement

Target stockholders’ equity

in excess of $2.5 million

Company belief for Nasdaq equity compliance after offerings

Warrant terms

5 years and 18 months

Series A-1 and Series A-2 warrant expirations after key dates

Historical Context

5 past events · Latest: Apr 27

5 events

1. Apr 27

   Equity offering

   24h Move

   -33.5%

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

2. Apr 27

   S-1 withdrawal

   24h Move

   -33.5%

   Withdrawal of Form S-1 public offering plans while highlighting NurseMagic™ market.

3. Mar 26

   Partnership & growth

   24h Move

   +6.4%

   Trading partner agreement enabling HIPAA-compliant connectivity and strong revenue growth.

4. Mar 04

   Award recognition

   24h Move

   -6.2%

   NurseMagic™ named award finalist alongside reported staged revenue acceleration.

5. Dec 19

   Product launch

   24h Move

   +17.2%

   Launch of AI-native NurseMagic EMR and disclosure of rapid revenue and traffic growth.

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

Key Terms

private placement, registered direct offering, series A-1 warrants, series A-2 warrants, +3 more

7 terms

private placement financial

"The private placement follows the Company's recently announced concurrent..."

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.

registered direct offering financial

"recently announced concurrent registered direct offering and private placement..."

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.

series A-1 warrants financial

"Series A-1 warrants to purchase an aggregate up to 418,118 shares..."

Series A-1 warrants are tradable instruments that give their holder the right, but not the obligation, to buy a company’s shares at a preset price for a limited time; they are typically issued alongside a specific financing round labeled “Series A-1.” Think of them like a coupon that lets an investor buy stock at a locked-in price later — if the company’s share price rises above that price the coupon becomes valuable, otherwise it may expire worthless. For investors they matter because exercising warrants can increase potential upside while also diluting existing shareholders and affecting future ownership percentages and share value.

series A-2 warrants financial

"Series A-2 warrants to purchase an aggregate up to 418,118 shares..."

Series A-2 warrants are a specific class of long‑term options issued by a company that give the holder the right to buy a set number of shares at a pre‑agreed price. Think of them as a coupon for future stock purchases: they can add potential value for the holder if the share price rises, but they also represent potential dilution for existing shareholders and can affect an investor’s ownership and returns when exercised or converted.

Section 4(a)(2) regulatory

"private placement under Section 4(a)(2) of the Securities Act of 1933..."

Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.

Regulation D regulatory

"and/or Regulation D promulgated thereunder and, along with the shares..."

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.

Resale Registration Statement regulatory

"agreed to file one or more registration statements... (the “Resale Registration Statement”)."

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 that it has entered into definitive 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, for the purchase and sale of an aggregate of 418,118 shares of its common stock, Series A-1 warrants to purchase an aggregate up to 418,118 shares of the Company’s common stock and Series A-2 warrants to purchase an aggregate up to 418,118 shares of the Company’s common stock at a purchase price of $1.435 per share and accompanying warrants.

The private placement follows the Company's recently announced concurrent registered direct offering and private placement, priced at-the-market under Nasdaq rules, which is expected to result in aggregate gross proceeds to the Company of approximately $2 million, before deducting placement agent fees and other offering expenses.

The warrants to be issued in the insider-led private placement will 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 offering is expected to close on or about April 28, 2026, subject to satisfaction of customary closing conditions. The aggregate gross proceeds to the Company from the offering are expected to be approximately $600,000. The Company intends to use the net proceeds from the offering for general corporate purposes, including working capital.

The shares of common stock and warrants to be issued in the private placement, as well as the unregistered warrants to be issued to the investors in the registered directed offering, are being 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 sold in the offering, 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 to be issued in the offering (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 will be in excess of $2.5 million necessary to regain compliance with the 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 completion of the offering, the satisfaction of customary closing conditions related to the offering, the receipt of stockholder approval the intended use of net proceeds from the offering and compliance with the Nasdaq continued listing rules. 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

What did Amesite (AMST) announce about the insider-led private placement on April 28, 2026?

Amesite announced insiders will buy 418,118 shares with accompanying warrants at $1.435 per share. According to the company, the insider-led placement is expected to close on or about April 28, 2026 and to generate roughly $600,000 in gross proceeds.

How much money will Amesite (AMST) raise from the insider-led private placement?

The insider-led placement is expected to raise approximately $600,000 in gross proceeds. According to the company, this is part of concurrent offerings that together are expected to produce about $2.6 million before fees and expenses.

How will the Amesite (AMST) offering affect Nasdaq compliance for the company?

Amesite expects combined closings to raise stockholders' equity above $2.5 million, aiming to regain Nasdaq compliance. According to the company, completion of the concurrent registered and private placements is expected to achieve that equity threshold.

What are the terms of the warrants issued in Amesite's (AMST) private placement?

Warrants will be issued alongside the 418,118 shares with an exercise price of $1.435 per share. According to the company, Series A-1 warrants expire five years after the later of resale registration effectiveness or stockholder approval; Series A-2 expire after eighteen months.

When can Amesite (AMST) investors exercise the private placement warrants?

Warrants become exercisable beginning on the effective date of stockholder approval for issuance of underlying shares. According to the company, exercise is tied to the later of the Resale Registration Statement effective date and the stockholder approval date.