SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 6, 2020
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)||
607 Shelby Street
Suite 700 PMB 214
|(Address of principal executive offices)||(Zip Code)|
Registrant’s telephone number, including area code: (734) 876-8130
(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 (see General Instruction A.2. below):
|☐||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||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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 6, 2020, Richard DiBartolomeo was provided sixty (60) days’ notice of the termination of his employment with Amesite Inc. Further, effective as of November 6, 2020, Mr. DiBartolomeo has been designated as the Vice President of Finance, and Ann Marie Sastry, Ph.D., has been appointed as the Interim Chief Financial Officer of the Company. Dr. Sastry will serve as the Interim Chief Financial Officer during the transition period and until such time as the Company has appointed a new Chief Financial Officer.
Set forth below is the biographical information of Dr. Sastry, as required by Item 401 of Regulation S-K
Dr. Sastry has been the President, Chief Executive Officer, and Chairman of Amesite Inc. since the Company’s incorporation in November 2017. From April 2008 to October 2015, Dr. Sastry served as the President, Chief Executive Officer, member of the board of directors and co-founder of Sakti3, recognized as one of the Massachusetts Institute of Technology’s 50 Smartest Companies in 2015. Backed by a global team of venture capitalists Sakti3 was sold to Dyson Ltd. in 2015 for $90 million. Dr. Sastry was invited to the White House in 2015 to be recognized for her technology entrepreneurship, and meet with President Barack Obama. From October 2015 to November 2017, Dr. Sastry continued on with Dyson as head of the global solid state battery team, focusing on technology strategy and advancement, staff and organizational growth, and partnership development. Her technology and business work have been featured in the WSJ, Fortune, Forbes, the Economist, USA Today, the New York Times and on the cover of Inc.
Prior to starting her companies, Dr. Sastry was a professor of engineering at the University of Michigan. Dr. Sastry was named an Arthur F. Thurnau Professor (UM’s highest teaching honor) in 2008. Tenured and promoted early, Sastry was recognized with some of the highest honors in her scientific fields over her 17 year academic career, including the ASME Frank Kreith Energy Award (2011) and NSF’s Presidential Early Career Award for Scientists and Engineers (1997). She founded two academic research centers in intracellular signaling (Keck Foundation) and advanced automotive batteries (GM / Department of Energy), and a global graduate program in Energy Systems Engineering. She has co-authored over 100 publications and 100 patents and filings, and has delivered over 100 invited lectures and seminars globally on a range of scientific and technology topics, spanning mathematics, physics, bioscience and battery technology. Dr. Sastry is active in philanthropy and business mentorship, with a focus on education and poverty alleviation. She holds Ph.D. and M.S. degrees from Cornell University, and a B.S. from the University of Delaware, all in mechanical engineering.
On November 12, 2020, the Company entered into a Severance Agreement and Release with Mr. DiBartolomeo (the “DiBartolomeo Agreement”) pursuant to which, among other things, the Company agreed to pay Mr. DiBartolomeo four (4) months of salary and COBRA health benefit payments in addition to his employment agreement requirements in exchange for a general release.
The foregoing description of the DiBartolomeo Agreement is not intended to be complete and is qualified in its entirety by reference to the full text of the DiBartolomeo Agreement, a copy of which will be filed as an exhibit to the Company’s quarterly report on Form 10-Q for the quarter ended December 31, 2020.
Item 8.01 Other Events.
On November 12, 2020, the Company issued a press release announcing the expansion of its sales and business team. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
|99.1||Press release, dated November 12, 2020|
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: November 12, 2020||By:||/s/ Ann Marie Sastry, Ph.D.|
|Ann Marie Sastry, Ph.D.|
|Chief Executive Officer|