false
0001807166
0001807166
2026-07-17
2026-07-17
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 17, 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) 876-8141
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 1.01. Entry into
a Material Definitive Agreement.
On July 17, 2026, Amesite
Inc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright
& Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent,
shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having
an aggregate offering price of up to the Maximum Amount (as defined in the ATM Agreement).
The offer and sale of the
Shares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-282999) (the “Registration
Statement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 5, 2024, as amended
and declared effective by the SEC on December 18, 2024, under the Securities Act of 1933, as amended (the “Securities Act”),
and prospectus supplement related to the offering of Shares filed with the SEC on July 17, 2026.
Pursuant to the ATM Agreement,
the Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415
of the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market,
at market prices or as otherwise agreed with the Agent. The Agent will use commercially reasonable efforts consistent with its normal
trading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size
limits or other customary parameters or conditions the Company may impose.
Under the terms of the
ATM Agreement, in no event will the Company issue or sell through the Agent such number or dollar amount of shares of Common Stock that
would (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed
the number of authorized but unissued shares of Common Stock, or (iii) exceed the number or dollar amount of shares of Common Stock permitted
to be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).
The Company is not obligated
to make any sales of the Shares under the ATM Agreement, and the Agent is not obligated to purchase any Shares on a principal basis pursuant
to the ATM Agreement, except as otherwise specifically agreed by the Agent and the Company in a separate agreement. No assurance can be
given that the Company will sell any Shares under the ATM Agreement, or if such sales occur, no assurance can be given as to the price
or number of Shares that will be sold, or the dates on which any such sales will take place. The offering pursuant to the ATM Agreement
will terminate upon the earlier of (i) the issuance and sale of all shares of our common stock subject to the sales agreement, or (ii)
the termination of the sales agreement as permitted therein.
The Company will pay
the Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agent
with customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection
with entering into the ATM Agreement, including for the documented fees and costs of its legal counsel reasonably incurred in connection
with entering into the transactions contemplated by the ATM Agreement in an amount not to exceed $50,000 in the aggregate, in addition
to periodic due diligence fees, plus any incidental expense incurred by the Agent in connection therewith. The ATM Agreement contains
customary representations and warranties and conditions to the sale of the Shares pursuant thereto.
We currently intend to
use the net proceeds from the sale of Shares, if any, for general corporate and working capital purposes, however the amounts and timing
of our actual expenditures may vary significantly depending on numerous factors, and as a result, our management will retain broad discretion
over the allocation of the net proceeds from the sale of Shares.
The foregoing description
of the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which
is filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of Sheppard,
Mullin, Richter & Hampton LLP, the Company’s counsel, regarding the validity of the Shares that will be issued pursuant to the
Sales Agreement, is also filed herewith as Exhibit 5.1.
This Current Report on
Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there
be any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such state.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
|
Description |
| 5.1 |
|
Opinion of Sheppard, Mullin, Richter & Hampton LLP |
| 10.1 |
|
At The Market Offering Agreement dated July 17, 2026 between Amesite Inc. and H.C. Wainwright & Co., LLC |
| 23.1 |
|
Consent of Sheppard, Mullin, Richter & Hampton LLP (included in Exhibit 5.1) |
| 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.
| |
AMESITE INC. |
| |
|
|
| Date: July 20, 2026 |
By: |
/s/ Ann Marie Sastry, Ph.D. |
| |
Name: |
Ann Marie Sastry, Ph.D. |
| |
Title: |
Chief Executive Officer |
