Amesite Announces Up To $6 Million Concurrent Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules

Amesite (Nasdaq: AMST) announced concurrent registered direct and private placements to raise up to $6 million in aggregate proceeds: approximately $2 million upfront from share sales and up to $4 million if issued warrants are fully exercised.

Rhea-AI Summary

Amesite (Nasdaq: AMST) announced concurrent registered direct and private placements to raise up to $6 million in aggregate proceeds: approximately $2 million upfront from share sales and up to $4 million if issued warrants are fully exercised. Each offering price is $1.435 per share or pre-funded warrant.

Warrants (Series A-1 and A-2) cover up to 696,866 shares each, have a $1.435 exercise price, staggered expirations, and require shareholder approval before exercisability; H.C. Wainwright is placement agent.

Positive

• Immediate gross proceeds of approximately $2.0M
• Potential additional cash of approximately $4.0M upon full warrant exercise
• Financing priced at-the-market under Nasdaq rules

Negative

• Issuance dilutive if warrants fully exercised for 1,393,732 shares
• Shares from private placement and unregistered warrants are restricted until registration
• Upfront proceeds $2.0M may be insufficient for long-term funding needs

Argus Apr 27 session

-33.54% close to close Open Argus

Details

News Market Reaction – AMST

On Apr 27, the day this news came out, AMST closed 33.54% below the previous close.

Data tracked by StockTitan Argus for the Apr 27 session.

Key Figures

Registered direct upfront proceeds: $2 million Potential warrant proceeds: $4 million Offering share count (registered direct): 696,866 shares +5 more

Registered direct upfront proceeds

$2 million

Aggregate gross proceeds from the offerings before fees

Potential warrant proceeds

$4 million

Additional gross proceeds if all warrants are fully exercised for cash

Offering share count (registered direct)

696,866 shares

Common stock in registered direct at $1.435 per share

Offering share count (private placement)

696,866 shares

Common stock or pre-funded warrants in concurrent private placement

Purchase and exercise price

$1.435 per share

Price per share and per-share warrant exercise price in both offerings

Series A-1 warrant term

5 years

Expiration after later of Resale Registration effectiveness and stockholder approval

Series A-2 warrant term

18 months

Expiration after later of Resale Registration effectiveness and stockholder approval

Form S-3 effectiveness date

December 18, 2024

Effective date of shelf registration statement used for registered direct

Historical Context

4 past events · Latest: Mar 26

4 events

1. Mar 26

   Connectivity agreement

   24h Move

   +6.4%

   HIPAA-compliant EMR connectivity and strong recent revenue growth metrics.

2. Mar 04

   Award recognition

   24h Move

   -6.2%

   NurseMagic™ named AI nursing tool finalist and reported revenue acceleration.

3. Dec 19

   EMR product launch

   24h Move

   +17.2%

   Launch of AI-native NurseMagic EMR and strong multi-quarter revenue growth.

4. Oct 30

   Earnings and outlook

   24h Move

   -0.8%

   Reported 69% QoQ revenue increase and outlined AI EMR product roadmap.

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, +4 more

8 terms

registered direct offering financial

"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"

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

"Concurrently with the registered direct offering, in a private placement priced at-the-market under Nasdaq rules"

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

form s-3 regulatory

"pursuant to a “shelf” registration statement on Form S-3 (File No. 333-282999) that was declared effective"

Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.

section 4(a)(2) regulatory

"offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended"

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 of common stock underlying"

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.

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

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$2 million upfront with up to approximately $4 million of potential aggregate proceeds upon the exercise in full of warrants

DETROIT, April 27, 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 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 has agreed to issue to the investor 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 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. 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.

Concurrently with the registered direct offering, in a private placement priced at-the-market under Nasdaq rules, the Company entered into definitive agreements with the investors 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 to be issued in the 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. 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. is acting as the exclusive placement agent for the offerings.

The offerings are 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 offerings are expected to be approximately $2 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 $4 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 and pre-funded warrants (but not the shares of common stock and pre-funded warrants to be issued in the private placement and the unregistered warrants and the shares of common stock underlying the unregistered warrants) being offered in the registered direct are being 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 is being 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 will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, 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.

The shares of common stock, pre-funded warrants 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 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 to be issued in the offerings (the “Resale Registration Statement”).

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 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.

What financing did Amesite (AMST) announce on April 27, 2026?

Amesite announced a registered direct offering and a concurrent private placement to raise up to $6.0M. According to the company, proceeds include about $2.0M upfront and up to $4.0M from potential warrant exercises.

How many shares and warrants is AMST selling and at what price?

AMST agreed to sell 696,866 shares in each offering at $1.435 per share with accompanying warrants. According to the company, Series A-1 and A-2 warrants each cover up to 696,866 shares with a $1.435 exercise price.

When can the warrants issued in the AMST offerings be exercised?

Warrants become exercisable beginning on the effective date of shareholder approval for the issuable shares. According to the company, exercisability depends on the later of the resale registration statement effectiveness and shareholder approval.

What are the expiration terms for AMST Series A-1 and A-2 warrants?

Series A-1 warrants expire five years after the later of registration effectiveness or shareholder approval; Series A-2 expire eighteen months after that date. According to the company, expirations are tied to those two milestone dates.

How does Amesite plan to use the net proceeds from the offerings?

The company intends to use net proceeds for general corporate purposes, including working capital. According to the company, no specific project or allocation beyond general corporate uses was disclosed.