8-KFiled Jul 19, 8:00 PM ET

Amesite Inc. Enters ATM Equity Offering Agreement with H.C. Wainwright

$AMST · Amesite Inc.

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Amesite Inc. Enters ATM Equity Offering Agreement with H.C. Wainwright

What Happened
Amesite Inc. announced on July 17, 2026 that it entered into an At The Market Offering Agreement (ATM Agreement) with H.C. Wainwright & Co., LLC as agent. Under the agreement the company may sell shares of its common stock from time to time, up to the aggregate amount registered on its Form S-3 shelf registration (File No. 333-282999, declared effective December 18, 2024). Sales may be made on The Nasdaq Capital Market or by other at-the-market methods at prevailing market prices; a prospectus supplement related to the offering was filed on July 17, 2026. Amesite said it currently intends to use any net proceeds for general corporate and working capital purposes.

Key Details

  • Agreement date: July 17, 2026; Agent: H.C. Wainwright & Co., LLC.
  • Sales made as "at the market" offerings (including Nasdaq trades) under Amesite’s effective Form S-3 shelf.
  • Commission: Agent will receive 3.0% of aggregate gross proceeds from each sale.
  • Company will reimburse certain Agent expenses, including documented legal fees up to $50,000 (plus periodic due diligence fees and incidental expenses).
  • Neither Amesite nor the Agent is obligated to sell or buy shares; sales are limited by registered amount, authorized unissued shares, and Form S-3 limits.

Why It Matters
This ATM gives Amesite a flexible way to raise equity capital when management chooses, without a single large financing event. For investors, that means potential dilution if and when shares are sold, and timing/amount of any sales are uncertain — there is no guarantee any shares will be sold. The 3.0% commission and reimbursed expenses will reduce net proceeds from sales. Because proceeds are intended for general corporate and working capital use, the offering could help fund operations or growth, but management retains broad discretion over how proceeds are spent.