Amesite Inc. Files 8-K: Material Agreement, Equity Sales

TL;DR

Amesite Inc. signed a big deal, sold some stock, and dropped other news on Jan 7th.

AI Summary

On January 7, 2025, Amesite Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported on unregistered sales of equity securities and made a Regulation FD disclosure. Additionally, Amesite Inc. filed other events and financial statements/exhibits.

Why It Matters

This 8-K filing indicates significant corporate activity for Amesite Inc., including a new material agreement and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and unregistered sales of equity securities, which can introduce financial and operational risks.

Key Players & Entities

• Amesite Inc. (company) — Registrant
• January 7, 2025 (date) — Earliest event reported

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share AMST The Nasdaq Stock Mar
• $3.00 — "Common Stock"), at a purchase price of $3.00 per Share. The Shares were offered by t
• $3.75 — ing price per share of Common Stock, or $3.75 per share. The Underwriting Agreement
• $3.6 million — r total gross proceeds of approximately $3.6 million. After deducting the underwriting disco
• $3.08 million — received net proceeds of approximately $3.08 million. Item 3.02 Unregistered Sales of Equit
• $2,500,000 — es the Company to maintain a minimum of $2,500,000 in stockholders' equity for continued l
• $35 million — value of listed securities of at least $35 million or net income of $500,000 from continui
• $500,000 — f at least $35 million or net income of $500,000 from continuing operations in the most

Filing Documents

• ea0227073-8k_amesite.htm (8-K) — 35KB
• ea022707301ex1-1_amesite.htm (EX-1.1) — 242KB
• ea022707301ex4-1_amesite.htm (EX-4.1) — 71KB
• ea022707301ex5-1_amesite.htm (EX-5.1) — 20KB
• ea022707301ex99-1_amesite.htm (EX-99.1) — 10KB
• ea022707301ex99-2_amesite.htm (EX-99.2) — 8KB
• ea022707301ex99-3_amesite.htm (EX-99.3) — 10KB
• ex5-1_001.jpg (GRAPHIC) — 8KB
• 0001213900-25-002639.txt ( ) — 667KB
• vde0-20250107.xsd (EX-101.SCH) — 3KB
• vde0-20250107_lab.xml (EX-101.LAB) — 33KB
• vde0-20250107_pre.xml (EX-101.PRE) — 22KB
• ea0227073-8k_amesite_htm.xml (XML) — 4KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 7, 2025, Amesite Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Laidlaw & Company (UK) Ltd. ("Laidlaw"), as representatives of the several underwriters listed in Schedule I thereto (collectively, the "Underwriters"), to issue and sell 1,201,667 shares (the "Shares") of the Company's common stock, $0.0001 par value per share ("Common Stock"), at a purchase price of $3.00 per Share. 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, on a best efforts basis (the "Offering"). The offer and sale of the Shares in the Offering are described in the Company's prospectus constituting a part of the Registration Statement, as supplemented by a final prospectus supplement dated January 7, 2025. As part of the Offering, the Company agreed to issue the Underwriters, or their designees, in their individual capacity and not as the representative of the Underwriters, warrants (the "Underwriters' Warrants") to purchase a number of shares of Common Stock equal to five percent (5%) of the number of Shares sold to the public (up to an aggregate of 60,0,83 shares) at an at an exercise price equal to 125.0% of the offering price per share of Common Stock, or $3.75 per share. The Underwriting Agreement contains customary representations, warranties and agreements of the Company, customary conditions to closing, obligations of the parties and termination provisions. Pursuant to the Underwriting Agreement, the Company and its officers and directors agreed to a 30-day "lock-up" period with respect to sales of specified securities, subject to certain exceptions. The foregoing descriptions of the Underwriting Agreement, and the form of Underwriters' Warrant are not complete and are qualified in their entirety by re

02 Unregistered

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 Underwriters' Warrants and the shares issuable upon exercise of the Underwriters' 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.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On January 6, 2025, the Company issued a press release announcing that it had launched the Offering On January 7, 2025, the Company issued a press release announcing that it had priced the Offering. On January 8, 2025, the Company issued a press release announcing that it had closed the Offering. Copies of these press releases are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K. -1-

01 Other Information

Item 8.01 Other Information As previously reported in a Current Report on Form 8-K filed by the Company, on November 26, 2024, 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 was 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. As a result of the Offering described under Item 1.01 above, the Company believes, as of the date of this filing, that it has stockholders' equity in excess of $2,500,000, and has thereby regained compliance with the Nasdaq Stockholders' Equity Requirement. The Company awaits Nasdaq's confirmation of the same.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits Exhibits Exhibit No. Description 1.1 Underwriting Agreement, dated January 7, 2025, by and between the Company and Laidlaw & Company (UK) Ltd., as representative of the several underwriters listed in Schedule I thereto. 4.1 Form of Underwriters Warrant 5.1 Opinion of Sheppard Mullin Richter & Hampton LLP 23.1 Consent of Sheppard Mullin Richter & Hampton LLP (included in Exhibit 5.1 filed herewith) 99.1 Press release dated January 6, 2025 99.2 Press release dated January 7, 2025 99.3 Press release dated January 8, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -2-

SIGNATURES

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: January 10, 2025 By: /s/ Ann Marie Sastry, Ph.D. Ann Marie Sastry, Ph.D. Chief Executive Officer -3-

View Full Filing

View this 8-K filing on SEC EDGAR