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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): October 28, 2025
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) |
|
(IRS Employer
Identification No.) |
|
607 Shelby Street
Suite 700 PMB 214
Detroit, MI |
|
48226 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (734) 876-8141
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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing
Rule or Standard; Transfer of Listing.
On October 28, 2025 Amesite Inc.
(“Amesite” or “the Company”) received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications
Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing
Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on
the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor is it in compliance with either of the alternative
listing standards, either a market value of listed securities of at least $35 million or net income of $500,000 from continuing operations
in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.
Pursuant to the Nasdaq Letter,
the Company has 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance and the Company intends to submit
such a plan during this period. If it accepts the plan, Nasdaq can grant an extension of up to 180 calendar days from the date of the
Nasdaq Letter to evidence compliance. In the event the plan is not accepted by Nasdaq, or in the event the plan is accepted and the 180-day
extension period granted but the Company fails to regain compliance within such plan period, the Company would have the right to a hearing
before an independent panel. The hearing request would stay any suspension or delisting action pending the conclusion of the hearing process
and the expiration of any additional extension period granted by the panel following the hearing.
The Company intends to take all
reasonable measures available to regain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no
assurance that Nasdaq will grant the Company’s request for an extension or that the Company will ultimately regain compliance with
all applicable requirements for continued listing.
Neither the Nasdaq Letter nor
the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common shares, which will
continue to trade on the Nasdaq Capital Market under the symbol “AMST”.
Forward Looking Statements
This Current Report on Form 8-K
contains express or implied forward-looking statements within the meaning provided in the Private Securities Litigation Reform Act of
1995 and other U.S. Federal securities laws. For example, the Company is using forward-looking statements when it discusses its potentially
regaining compliance with Nasdaq’s continued listing requirements, and the timing and effect thereof. The inclusion of forward-looking statements
should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those
set forth in this report due to the risks and uncertainties inherent in the Company’s business, including those described in the
Company’s other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or
circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement.
This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
| |
AMESITE INC. |
| |
|
|
| Date: October 29, 2025 |
By: |
/s/ Ann Marie Sastry, Ph.D. |
| |
Name: |
Ann Marie Sastry, Ph.D. |
| |
Title: |
Chief Executive Officer |
