Amesite shareholders approve equity plan and warrant shares

Amesite Inc. reported results of its July 13, 2026 annual meeting of stockholders.

Rhea-AI Filing Summary

Amesite Inc. reported results of its July 13, 2026 annual meeting of stockholders. Stockholders of record on May 22, 2026, when 5,852,985 shares of common stock were outstanding, were entitled to vote. A total of 2,321,797 shares, or approximately 40% of outstanding shares, were represented, constituting a quorum under the company’s bylaws. Stockholders elected Ann Marie Sastry, Ph.D. and Barbie Brewer as Class II directors for three-year terms and ratified Novogradac & Company LLP as independent registered public accounting firm for the year ending June 30, 2026.

Stockholders also approved amending the 2018 Equity Incentive Plan to increase the number of shares available for issuance under the plan by 1,000,000 shares and separately increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares. In addition, in accordance with Nasdaq Listing Rule 5635(d), stockholders approved the issuance of an aggregate of 1,393,732 shares of common stock upon exercise of the company’s Series A-1 warrants and an aggregate of 1,393,732 shares of common stock upon exercise of its Series A-2 warrants.

Filing Explained

Shareholders approved new equity capacity and warrant issuance authority, but the July 13 filing reports no additional shares issued yet.

On July 13, 2026, Amesite reported that shareholders approved four annual-meeting proposals, including an equity-plan amendment and a warrant-related issuance proposal.

The amendment adds 1,000,000 shares to the 2018 Equity Incentive Plan’s available issuance pool and adds 1,000,000 shares to its incentive-stock-option limit, creating additional equity capacity rather than reporting an issuance.

Shareholders also approved the issuance of 1,393,732 common shares upon exercise of each Series A-1 and Series A-2 warrant; the disclosed lifecycle stage is approval of a possible future issuance, not a reported exercise or issuance.

Under the supplied dilution definition, later issuance would increase the total share count and reduce an existing holder’s percentage ownership absent offsetting changes, so that consequence remains conditional on shares being issued.

At the meeting, 2,321,797 shares were represented, while 5,852,985 shares were issued and outstanding on the May 22, 2026 record date; the plan amendment received 1,148,268 votes for and the warrant proposal received 1,216,551 votes for.

The July 13 filing provides no grant, exercise, or issuance date for these approved capacities, leaving those later steps unresolved.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding on Record Date: 5,852,985 shares Shares represented at Annual Meeting: 2,321,797 shares Meeting quorum percentage: approximately 40% +5 more

8 metrics

Shares outstanding on Record Date 5,852,985 shares Common stock issued and outstanding as of the May 22, 2026 record date

Shares represented at Annual Meeting 2,321,797 shares Common shares represented at the July 13, 2026 annual meeting of stockholders

Meeting quorum percentage approximately 40% Portion of outstanding common stock represented at the annual meeting

Additional shares under 2018 Plan 1,000,000 shares Increase in shares available for issuance under the 2018 Equity Incentive Plan

Additional incentive stock option shares 1,000,000 shares Increase in shares that may be issued upon exercise of incentive stock options under the 2018 Plan

Series A-1 warrant shares 1,393,732 shares Aggregate common shares issuable upon exercise of Series A-1 warrants approved by shareholders

Series A-2 warrant shares 1,393,732 shares Aggregate common shares issuable upon exercise of Series A-2 warrants approved by shareholders

Votes for auditor ratification 2,091,129 votes Votes cast in favor of ratifying Novogradac & Company LLP for year ending June 30, 2026

Key Terms

2018 Equity Incentive Plan, incentive stock options, Broker Non-Votes, Nasdaq Listing Rule 5635(d), +2 more

6 terms

2018 Equity Incentive Plan financial

"amend the 2018 Equity Incentive Plan to increase the number of shares"

incentive stock options financial

"increase the number of shares that may be issued pursuant to the exercise of incentive stock options"

Incentive stock options are a type of employee stock option that gives eligible workers the right to buy company shares at a fixed price later on, often below future market value. They matter to investors because they align employee incentives with company performance, can dilute existing ownership when exercised, and create potential tax advantages for option holders if certain holding-time rules are met — think of them as a coupon to buy stock at today’s price with extra tax rules attached.

Broker Non-Votes regulatory

"Director vote table lists For, Withheld and Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Nasdaq Listing Rule 5635(d) regulatory

"in accordance with Nasdaq Listing Rule 5635(d), of the issuance of an aggregate"

Nasdaq Listing Rule 5635(d) is a stock-exchange rule that determines when a company must get shareholder approval before issuing new shares tied to conversions or exercises of existing convertible securities, options or warrants. It matters to investors because it controls potential dilution of their holdings and changes in voting power—think of it like a rule that decides whether a previously agreed‑upon coupon can be redeemed without asking the group again.

quorum regulatory

"which was sufficient to constitute a quorum pursuant to the Company’s Bylaws"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

FAQ

What did Amesite Inc. (AMST) shareholders approve at the 2026 annual meeting?

Shareholders approved four proposals, including director elections, auditor ratification, an amendment to the 2018 Equity Incentive Plan, and warrant share issuances. These proposals were described in Amesite’s definitive proxy statement filed on June 3, 2026 and all received sufficient votes for approval.

How many Amesite Inc. (AMST) shares were eligible and represented for voting?

On the May 22, 2026 record date, 5,852,985 common shares were outstanding and eligible to vote. At the July 13, 2026 annual meeting, 2,321,797 shares, or approximately 40% of outstanding shares, were represented, satisfying the quorum requirement under the company’s bylaws.

What changes were made to Amesite (AMST) 2018 Equity Incentive Plan?

Shareholders approved an amendment increasing shares available under the 2018 Equity Incentive Plan by 1,000,000 shares and separately increasing shares issuable upon exercise of incentive stock options by 1,000,000 shares. These changes expand the share pool available for equity and incentive stock option grants.

Which warrant-related share issuances did Amesite Inc. (AMST) shareholders approve?

In accordance with Nasdaq Listing Rule 5635(d), shareholders approved issuing 1,393,732 common shares upon exercise of Series A-1 warrants and 1,393,732 common shares upon exercise of Series A-2 warrants. These approvals relate specifically to potential future warrant exercises under those series.

Who was elected to the Amesite Inc. (AMST) board and which auditor was ratified?

Shareholders elected Ann Marie Sastry, Ph.D. and Barbie Brewer as Class II directors for full three-year terms. They also ratified Novogradac & Company LLP as Amesite’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

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

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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): July 13, 2026

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) 876-8130

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting (as defined below) of Amesite Inc. (the “Company”), stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under the 2018 Plan by 1,000,000 shares and (ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares (the “Plan Amendment”).

The foregoing description of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On July 13, 2026, the Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders considered and approved four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on June 3, 2026.

Stockholders of record at the close of business on May 22, 2026 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder. On the Record Date, there were 5,852,985 shares of common stock issued and outstanding, of which 2,321,797 shares of common stock were represented at the Annual Meeting, or approximately 40% of the total outstanding shares of common stock on the Record Date, which was sufficient to constitute a quorum pursuant to the Company’s Bylaws, and to transact business.

Set forth below are the final voting results for each of the proposals:

Proposal 1

The stockholders elected the following Class II directors to hold office for a full term of three years or until their successors are duly elected and qualified based on the following votes:

Director		For		Withheld		Broker Non-Votes
Ann Marie Sastry, Ph.D.		1,287,736		205,505		828,556
Barbie Brewer		1,286,513		206,728		828,556

Proposal 2

The proposal to ratify the appointment of Novogradac & Company LLP as the Company’s independent registered public accounting firm for the year ending June 30, 2026 was approved based on the following votes:

For		Against		Abstentions
2,091,129		184,682		45,986

1

Proposal 3

The proposal to amend the 2018 Plan to (i) increase the number of shares available for issuance under the 2018 Plan by 1,000,000 shares and (ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares was approved based on the following votes:

For		Against		Abstentions
1,148,268		335,287		9,686

Proposal 4

The proposal, in accordance with Nasdaq Listing Rule 5635(d), of the issuance of an aggregate of 1,393,732 shares of common stock upon exercise of the Company’s Series A-1 warrants and the issuance of an aggregate of 1,393,732 shares of common stock upon exercise of the Company’s Series A-2 warrants was approved based on the following votes:

For		Against		Abstentions
1,216,551		130,855		145,835

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.		Description
10.1		Fourth Amendment to Amesite Inc. 2018 Equity Incentive Plan
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

2

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: July 13, 2026	By:	/s/ Ann Marie Sastry, Ph.D.
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer

3

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 FOURTH AMENDMENT TO AMESITE INC. 2018 EQUITY INCENTIVE PLAN 12.2 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB