Amesite Inc. filings document an emerging growth, smaller reporting company whose common stock trades on Nasdaq under AMST. Recent Form 8-K disclosures cover material agreements, Regulation FD shareholder updates, Nasdaq continued-listing matters, changes in the company’s independent registered public accounting firm, and updates on the NurseMagic AI-native documentation and workflow platform for non-acute care.
The company’s registration and financing filings describe securities offerings, shelf registration use, common stock, pre-funded warrants, private-placement warrants, resale registration matters, and related stockholder-approval mechanics. These filings also provide formal disclosure on capital structure, governance, risk factors, and public-company reporting obligations.
Amesite Inc. asks stockholders to approve a Nasdaq Rule 5635(d) authorization for one or more non-public offerings of common stock or convertible securities, where issuance exceeds 19.99% of outstanding shares at less than the Nasdaq minimum price, with aggregate proceeds of up to $25 million. If approved, offerings would occur, if at all, within one year after approval, at a discount of no more than 80% to market; net proceeds would be used for general corporate purposes. The company states the issuance could dilute existing holders.
Stockholders are also asked to approve a proposed reverse split, with a board-selected ratio from 1-for-2 to 1-for-250; if approved, the board may implement it within one year or abandon it. The virtual annual meeting is December 10, 2026. Stockholders of record on October 13, 2026 may vote; 6,549,851 common shares were outstanding on that record date, with one vote per share. Other matters include re-election of Gilbert S. Omenn, M.D., Ph.D., and George Parmer, auditor ratification, and advisory votes on executive compensation and its future frequency; the board recommends annual votes. Fiscal 2026 total compensation was $550,000 for CEO Ann Marie Sastry, Ph.D.; $86,400 for Principal Financial and Accounting Officer Sarah Berman; and $183,414 for former VP of Sales Brandon Owens.
Amesite Inc. is soliciting stockholder votes at its virtual annual meeting on December 10, 2026, on four proposals: re-elect Gilbert S. Omenn, M.D., Ph.D., and George Parmer; ratify Novogradac & Company LLP as auditor for fiscal 2027; approve a reverse stock split; and authorize securities issuances in non-public offerings.
If stockholders approve the proposed reverse split, the board could choose a ratio from 1-for-2 to 1-for-250 and implement it within one year after approval, or abandon it. Fractional-share positions would be rounded up to a whole share, with no cash paid for fractions.
A separate proposal seeks authorization for one or more non-public offerings with aggregate proceeds of up to $25 million at a discount of no more than 80% to market, within one year after approval. Any issuance would dilute existing holders; proceeds from completed offerings would be used for general corporate purposes.
Amesite Inc. director J. Michael Losh’s Irrevocable Qualified Annuity Trust #7 acquired 14,646 restricted stock units on September 30, 2026, as deferred stock units in lieu of cash compensation earned for director services. Each unit represents a contingent right to receive one AMST common share and/or its cash equivalent; the reported post-transaction position was 115,911 units. The units or cash equivalent will be issued upon completion of board service or, if earlier, a change in control.
Amesite Inc. director George Parmer acquired 12,121 restricted stock units on September 30, 2026. The units were reported as deferred stock units issued in lieu of cash compensation earned for director services, and his reported resulting position was 89,031 units.
Each unit represents a contingent right to receive one share of AMST common stock and/or its cash equivalent. The units or cash equivalent are to be issued when his board service ends or, if earlier, upon a change in control.
Amesite Inc. director Barbie Brewer acquired 14,015 deferred stock units on September 30, 2026, in lieu of cash compensation earned for director services. Each unit represents a contingent right to receive one share of common stock and/or its cash equivalent. The units or cash equivalent will be issued when her board service ends or earlier upon a change in control. Her reported direct position after the award was 54,769 restricted stock units.
Amesite Inc. (AMST) director Gilbert S. Omenn’s revocable trust acquired 12,121 restricted stock units on September 30, 2026, issued as deferred stock units in lieu of cash compensation earned for board service. The number of units was calculated using the closing share price on the quarter’s last day. The reported resulting position was 95,927 restricted stock units. Each unit represents a contingent right to receive one common share and/or its cash equivalent upon completion of board service or earlier upon a change in control.
Amesite Inc. (AMST) reported fiscal 2026 revenue of $364,777, compared with $110,459 in fiscal 2025. It launched a census-based NurseMagic™ Enterprise tier with electronic medical record compatibility, automated interdisciplinary team reporting and configurable documentation, introduced NurseMagic™ EMR capability, and secured its largest enterprise deployment, serving an approximately 2,700-patient census.
Net loss was $3,095,838, compared with $3,617,086 in fiscal 2025; operating cash used was $2,146,717. The April 2026 registered and private placements generated approximately $2.6 million in gross proceeds. Cash, cash equivalents and restricted cash totaled $2,398,809 as of June 30, 2026. Management said it may not have sufficient cash to maintain planned operations for the next 12 months following issuance of the financial statements. Its plans to generate cash through financing transactions are subject to market conditions and outside the company’s control; management concluded they do not alleviate substantial doubt about Amesite’s ability to continue as a going concern.
Amesite Inc. (AMST) disclosed that its next Annual Meeting of Stockholders will be held on December 10, 2026, with details on time, location and agenda to be provided in the forthcoming proxy statement.
Stockholders seeking to include proposals in the proxy statement under Rule 14a-8 must deliver them to the Company’s Secretary by the close of business on September 27, 2026. For other business or director nominations under the Company’s Bylaws (not using Rule 14a-8), notice must also be received by September 27, 2026, and any stockholder intending to solicit proxies in support of director nominees must provide the additional Rule 14a-19 notice by October 13, 2026.
Amesite Inc. (AMST) furnished updated shareholder presentation materials highlighting its AI-powered NurseMagic and LynkMagic platforms for the post‑acute care market, to be used at investor meetings including the H.C. Wainwright 28th Annual Global Investment Conference.
The materials describe a focus on the roughly $1.5T U.S. post‑acute and adjacent care segments, with users in 50 states and 21 countries and strong app ratings (5.0 in the App Store and 4.3 on Google Play). Amesite outlines a progression from a B2C NurseMagic app to enterprise deployments including a ~2,700‑patient census and an owner‑level view across 24 communities. The deck summarizes an April 2026 capital raise totaling $2 in gross proceeds across three tranches, including 696,866 shares sold at $1.435 per share and associated pre‑funded and Series A‑1/A‑2 warrants. It also notes no debt, estimates 16 months of cash burn coverage on hand under conservative assumptions, and positions Amesite as building AI infrastructure that integrates with existing healthcare systems.