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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) April
27, 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) |
|
(I. R. S. Employer
Identification No.) |
|
607 Shelby Street
Suite 700 PMB 214 |
| Detroit, MI 48226 |
| (Address of principal executive offices, including ZIP code) |
| |
| (734) 876-8141 |
| (Registrant’s telephone number, including area code) |
| |
| 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 1.01 Entry into a Material Definitive Agreement.
On April 27, 2026, Amesite
Inc. (the “Company”) entered into a securities purchase agreement (the “RD Purchase Agreement”) with certain institutional
investors, pursuant to which the Company agreed to sell to such investors, in a registered direct offering (the “Registered Direct”),
an aggregate of 696,866 shares of common stock of the Company (the “Common Stock”), at a purchase price of $1.435 per share
of Common Stock. The Shares were offered by the Company pursuant to its shelf registration statement on Form S-3 (File No. 333-282999),
which was declared effective by the Securities and Exchange Commission on December 18, 2024.
In a concurrent private placement
(the “Private Placement” and, together with the Registered Direct, the “Offerings”), the Company entered into
a securities purchase agreement (the “PIPE Purchase Agreement” and together with the RD Purchase Agreement, the “Purchase
Agreements”) with certain institutional investors, pursuant to which the Company agreed to issue and sell to such investors, (i)
pre-funded warrants (the “Pre-Funded Warrants”) to purchase 696,866 shares (the “Pre-Funded Warrant Shares”) of
Common Stock, (ii) Series A-1 warrants (the “Series A-1 Warrants”) to purchase an aggregate of 1,393,732 shares of Common
Stock and (iii) Series A-2 warrants (the “Series A-2 Warrants” and together with the Series A-1 Warrants, the “Common
Warrants” and together with the Pre-Funded Warrants, the Warrants) to purchase an aggregate of 1,393,732 shares of Common Stock
(such shares of Common Stock issuable upon exercise of the Pre-Funded Warrants and the Common Warrants, the “Warrant Shares”)
at a combined purchase price of $1.434 per Pre-Funded Warrant and accompanying Common Warrants. The Pre-Funded Warrants are exercisable
immediately at an exercise price of $0.001 per share and until the Pre-Funded Warrants are exercised in full. The Common Warrants will
be exercisable beginning on the date on which the Company obtains stockholder approval (the “Stockholder Approval Date”) at
an exercise price of $1.435 per share. The Series A-1 Warrants will expire five years after the later of (i) the effective date of the
Resale Registration Statement (as defined below) and (ii) the Stockholder Approval Date. The Series A-2 Warrants will expire eighteen
months after the later of (i) effective date of the Resale Registration Statement and (ii) the Stockholder Approval Date. The Common
Warrants may be exercised on a cashless basis if at the time of exercise there is no effective registration statement registering, or
the prospectus contained therein is not available for the resale of, the shares issuable upon exercise of Common Warrants. The exercise
price of the Common Warrants is subject to customary adjustments in the event of stock splits, stock dividends and similar recapitalization
transactions.
In addition, on April 27,
2026, the Company entered into PIPE Purchase 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, pursuant to which the Company agreed to issue and sell to
such officers and directors in a private placement transaction (the “Insider-Led Private Placement”), (i) an aggregate of
418,118 shares of Common stock, (iii) Series A-1 Warrants to purchase an aggregate of 418,118 shares of Common Stock and (iii) Series
A-2 Warrants to purchase an aggregate of 418,118 shares of Common Stock at a combined purchase price of $1.435 per share and accompanying
Common Warrants.
The Warrants (other than the
Warrants issued to the Company’s officers and directors) contain beneficial ownership limitations which provide that the Company
shall not effect any exercise, and a holder shall not have the right to exercise, any portion of a Warrant to the extent that, after giving
effect to the exercise, such holder (together with such holder’s affiliates) would beneficially own in excess of 4.99% of the number
of shares of common stock outstanding immediately after giving effect to the issuance of shares issuable upon the exercise. This limitation
may be waived (up to a maximum of 9.99%) by a holder in its sole discretion upon not less than sixty-one (61) days’ prior notice
to the Company.
In connection with the PIPE
Purchase Agreement, the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with certain
institutional investors, pursuant to which the Company agreed to prepare and file a registration statement (the “Resale Registration
Statement”) with the Securities and Exchange Commission (the “SEC”) registering the resale of the PIPE Shares and the
Warrant Shares no later than 15 days after the date of the Registration Rights Agreement, and to use best efforts to have the registration
statement declared effective no later than 30 days after the date of the Registration Rights Agreement (or 60 days following the date
of the Registration Rights Agreement in the event of a “full review” by the SEC).
The closing of the Registered
Direct, the Private Placement and the Insider-Led Private Placement are expected to take place on April 28, 2026.
The aggregate gross proceeds
from Registered Direct and Private Placement are expected to be approximately $2 million, prior to deducting placement agent’s fees
and other offering expenses payable by the Company. The aggregate gross proceeds from the Insider-Led Private Placement are expected to
be approximately $600,000. The Company intends to use the net proceeds from the offering for working capital and other general corporate
purposes.
Upon completion of the Registered
Direct, Private Placement and Insider-Led Private Placement, the Company believes that its stockholders’ equity will be in excess
of $2.5 million necessary to regain compliance with Nasdaq’s minimum stockholder’ equity requirement. It is expected that
Nasdaq will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the
time of its next periodic report the Company does not evidence compliance, the Company may be subject to delisting. The Company is awaiting
Nasdaq’s determination that it has regained compliance.
The Warrants and the shares
issuable upon exercise of the Warrants were sold without registration under the Securities Act of 1933 (the “Securities Act”)
in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as transactions not involving a public offering and Rule
506 promulgated under the Securities Act as sales to accredited investors, and in reliance on similar exemptions under applicable state
laws.
The representations, warranties
and covenants contained in each of the Purchase Agreements were made solely for the benefit of the parties to each of the Purchase Agreements.
In addition, such representations, warranties and covenants (i) are intended as a way of allocating the risk between the parties to each
of the Purchase Agreements and not as statements of fact, and (ii) may apply standards of materiality in a way that is different from
what may be viewed as material by stockholders of, or other investors in, the Company. Accordingly, each of the Purchase Agreements is
included with this filing only to provide investors with information regarding the terms of the transaction, and not to provide investors
with any other factual information regarding the Company. Moreover, information concerning the subject matter of the representations and
warranties may change after the date of each of the Purchase Agreements, which subsequent information may or may not be fully reflected
in public disclosures.
On April 26, 2026, the Company
entered into an engagement agreement with H.C. Wainwright & Co., LLC, as exclusive placement agent (the “Placement Agent”),
pursuant to which the Placement Agent agreed to act as placement agent on a reasonable “best efforts” basis in connection
with the Offerings. The Company agreed to pay the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds from the sale
of securities in the Offerings and a management fee equal to 1.0% of the gross proceeds raised in the Offerings. The Company also agreed
to issue the Placement Agent (or its designees) a warrant (the “Placement Agent Warrant”)
to purchase up to 7.0% of the aggregate number of shares of Common Stock sold in the Registered Direct, or warrants to purchase
up to 48,780 shares of Common Stock, at an exercise price equal to 125% of the offering price per share of Common Stock, or $1.7938 per
share. Additionally, the Company agreed to issue the Placement Agent (or its designees) a Placement
Agent Warrants to purchase up to 7.0% of the aggregate number of shares of Common Stock sold in the Private Placement, or warrants
to purchase up to 48,781 shares of Common Stock, at an exercise price equal to 125% of the offering price per share of Common Stock, or
$1.7938 per share. The Placement Agent Warrants are exercisable immediately upon issuance for a period of five years following the commencement
of the sales pursuant to the Offerings, In addition, in connection with the Registered Direct, the Company agreed to pay the Placement
Agent up to $17,500 for fees and expenses of legal counsel and other out-of-pocket expenses. The Company also agreed to pay the Placement
Agent up to $17,500 for fees and expenses of legal counsel and other out-of-pocket expenses in connection with the Private Placement.
The foregoing descriptions
of the Series A-1 Warrant, Series A-2 Warrant, Placement Agent Warrant, RD Purchase Agreement, PIPE Purchase Agreement and Registration
Rights Agreement are not complete and are qualified in their entirety by reference to the full text of the form of Series A-1 Warrant,
form of Series A-2 Warrant, form of Placement Agent Warrant, form of RD Purchase Agreement, form of PIPE Purchase Agreement, and form
of Registration Rights Agreement, copies of which are filed as Exhibits 4.1, 4.2, 4.3, 10.1, 10.2 and 10.3, respectively, to this Current
Report on Form 8-K and are incorporated by reference herein.
The legal opinion and consent
of Sheppard, Mullin, Richter & Hampton LLP relating to the validity of the securities issued in the Registered Direct is filed herewith
as Exhibit 5.1.
Item 3.02 Unregistered Sales of Equity Securities.
Reference is made to the disclosure
under Item 1.01 above which is hereby incorporated in this Item 3.02 by reference.
The Pre-Funded Warrants, Warrants
and the Placement Agent Warrants and the shares issuable upon exercise of the Warrants and Placement Agent Warrants have not been registered
under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state, and are being offered
and sold in reliance on the exemption from registration under the Securities Act, afforded by Section 4(a)(2) and/or Rule 506 promulgated
thereunder.
Item 8.01 Other Events.
On April 27, 2026, the Company
issued a press release announcing the pricing of the Offering. On April 28, 2026, the Company issued a press release announcing
the pricing of the Insider-Led Private Placement. Copies of such press releases are furnished as Exhibits 99.1 and 99.2, respectively,
to this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 4.2 |
|
Form of Series A-1 Warrant |
| 4.3 |
|
Form of Series A-2 Warrant |
| 4.4 |
|
Form of Placement Agent Warrant |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
Form of RD Securities Purchase Agreement |
| 10.2 |
|
Form of PIPE Securities Purchase Agreement |
| 10.3 |
|
Form of Registration Rights Agreement |
| 99.1 |
|
Press release of Amesite Inc. dated April 27, 2026 |
| 99.2 |
|
Press release of Amesite Inc. dated April 28, 2026 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
| Date: April 28, 2026 |
Amesite Inc. |
| |
|
| |
/s/ Ann Marie Sastry, Ph.D |
| |
Ann Marie Sastry, Ph.D |
| |
Chief Executive Officer |
Exhibit 99.1
Amesite Announces Up To $6 Million Concurrent
Registered Direct Offering and Private Placement Priced At-the-Market Under Nasdaq Rules
$2 million upfront with up to approximately
$4 million of potential aggregate proceeds upon the exercise in full of warrants
DETROIT, April 27, 2026 -- 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 software company focused on delivering technology platform solutions. Its flagship product, NurseMagic™, is designed
to streamline clinical documentation, support point-of-care decision-making, and deliver actionable operational insight, and has expanded
from an assistant for individual clinicians into an enterprise platform that includes an electronic medical record (EMR) offering. NurseMagic™
is used by used by over 130 professions across all 50 states and over 20 countries. Built on proprietary AI and designed to meet applicable
regulatory and security requirements, the platform serves B2B and B2C users with capabilities that include workflow integration and multilingual
support.
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
Exhibit 99.2
Amesite Announces Insider-Led Private Placement
Priced at a Premium to Market
DETROIT, April 28, 2026 -- 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
