Amesite Inc. 8-K

What Happened
Amesite Inc. announced on April 27–28, 2026 that it entered into securities purchase agreements for a registered direct offering and a concurrent private placement (PIPE), plus an insider-led private placement by certain officers and directors. The Registered Direct sold 696,866 shares of common stock at $1.435 per share. The PIPE sold pre-funded warrants (to acquire 696,866 shares) and two series of common warrants (Series A-1 and A-2) exercisable at $1.435 (subject to stockholder approval timing and typical adjustments). The insider-led placement will issue 418,118 shares and accompanying Series A-1 and A-2 warrants at $1.435. Closings were expected April 28, 2026.

Key Details

• Gross proceeds: ~ $2.0M from the Registered Direct + PIPE; ~ $600K from the insider-led placement — total ~ $2.6M before fees and expenses.
• Share and warrant terms: Registered Direct — 696,866 shares at $1.435; Pre-Funded Warrants exercisable immediately at $0.001 per share; Series A-1 warrants expire 5 years after resale-registration effectiveness/stockholder approval; Series A-2 expire 18 months after the later of those dates.
• Registration rights: Amesite must file a resale registration statement for the PIPE and warrant shares within 15 days and use best efforts to have it declared effective within 30 days (60 days if the SEC conducts a full review).
• Placement agent: H.C. Wainwright engaged as exclusive placement agent; fees = 7.0% cash fee + 1.0% management fee of gross proceeds; placement agent to receive warrants to purchase up to ~7% of shares sold at $1.7938 per share (125% of offering price), exercisable for five years.
• Ownership cap: Warrants (other than those to insiders) include a beneficial ownership limitation preventing exercise that would push a holder above 4.99% ownership (waivable to 9.99% with 61 days’ notice).

Why It Matters
The financing is intended to provide working capital and bring Amesite’s stockholders’ equity above the roughly $2.5M threshold the company says is needed to regain Nasdaq’s minimum stockholders’ equity requirement. That status is important because Nasdaq will monitor ongoing compliance and failure to show compliance in future periodic reports could lead to delisting. Investors should note potential dilution from issued shares and multiple series of warrants, timing and conditions on warrant exercise (including stockholder approval and registration requirements), placement-agent fees and warrants, and that the PIPE and warrant sales relied on private-exemption rules rather than a public offering.