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): August 30, 2022

Amesite Inc.

(Exact name of registrant as specified in its charter)

Registrants telephone number, including area code: (734) 876-8130

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:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 August 30, 2022 (the “Effective Date”), Amesite Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Investors”) for the purpose of raising approximately $2.3 million in gross proceeds for the Company (the “Offering”). Pursuant to the terms of the Purchase Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 4,181,821 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and in a concurrent private placement, warrants to purchase an aggregate of 4,181,821 shares (the “Warrant Shares”) of Common Stock (the “Warrants” and together with the Shares and the Warrant Shares, the “Securities”), for a combined purchase price per Share and Warrant of $0.55 (the “Purchase Price”). The Warrants will be exercisable commencing six months after the date of their issuance, have an exercise price of $0.82 per share and will expire five and one-half years from the date of issuance.

Laidlaw & Company (UK) Ltd. acted as the exclusive placement agent (the “Placement Agent”) for the Company, on a “reasonable best efforts” basis, in connection with the Offering. Pursuant to that certain Placement Agency Agreement, dated as of August 30, 2022, by and between the Company and the Placement Agent (the “Placement Agency Agreement”), the Placement Agent will be entitled to a cash fee equal to 8.0% of the gross proceeds from the placement of the total amount of Securities sold by the Placement Agent and a cash management fee equal to 1% of the gross proceeds from the placement of the total amount of Securities sold in the Offering. In addition, the Placement Agent will be issued a warrant (the “Placement Agent Warrant”) to purchase up to 209,091 shares (the “Placement Agent Warrant Shares”) of Common Stock, substantially the same form as the Warrants, at an exercise price of $1.025 per share (125% of the Purchase Price).

The net proceeds to the Company from the registered direct offering and concurrent private placement, after deducting the Placement Agent’s fees and expenses but before paying the Company’s estimated offering expenses, and excluding the proceeds, if any, from the exercise of the Warrants and the Placement Agent Warrant, are expected to be approximately $2 million. The Company intends to use the net proceeds from the Offering for working capital and for other general corporate purposes.

Pursuant to the terms of the Purchase Agreement and subject to certain exceptions as set forth in the Purchase Agreement, from the Effective Date until the 75^th day after the Effective Date, the Company, may not, without the prior written consent of the Placement Agent and Investors which purchased at least 67.0% in interest of the Shares offered in the Offering, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of capital stock or any Common Stock Equivalents (as defined in the Purchase Agreement); (ii) except in limited circumstances, file or cause to be filed any registration statement with the Securities and Exchange Commission relating to the offering of any shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company, (iii) complete any offering of debt securities, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of capital stock of the Company or any of its subsidiaries, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of shares of capital stock or such other securities, in cash or otherwise.

In connection with the Purchase Agreement and Placement Agency Agreement, the Company’s directors, officers, entered into lock-up agreements for a 90-day period (the “Lock-Up Agreements”).

The Shares (but not the Warrants or the Warrant Shares) were offered and sold by the Company pursuant to effective registration statements on Form S-3 (File Nos. 333-260666), as well as a prospectus supplement in connection the Offering filed with the SEC.

The foregoing description of the material terms of the Purchase Agreement, the Warrant, the Placement Agent Warrant, the Placement Agency Agreement and the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Purchase Agreement, form of Warrant, form of Placement Agent Warrant, form of Placement Agency Agreement and form of Lock-Up Agreement, copies of which are filed as Exhibits 10.1, 4.1, 4.2, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

The legal opinion and consent of Sheppard, Mullin, Richter & Hampton LLP relating to the Shares is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 related to the Warrants and the Placement Agent Warrant is hereby incorporated by reference into this Item 3.02. The Warrants, the Warrant Shares, the Placement Agent Warrant and the Placement Agent Warrant Shares are being sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and/or Rule 506 promulgated thereunder, and in reliance on similar exemptions under applicable state laws.

Item 7.01 Regulation FD Disclosure

On August 30, 2022, the Company issued a press release announcing the pricing of the Offering (the “Pricing Press Release”). On August 30, 2022, the Company issued a correction notice regarding the Pricing Press Release. On September 1, 2022, the Company issued a press release announcing the closing of the Offering. Copies of the press releases are furnished as Exhibits 99.1, 99.2 and 99.3, respectively, to this Current Report on Form 8-K.

Item 8.01 Other Events

On September 1, 2022, the Company closed the Offering of the Securities.

Item 9.01. Financial Statements and Exhibits.

Set forth below is a list of Exhibits included as part of this Current Report.

SIGNATURE

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.

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