Current Report Filing (8-k)
14 January 2023 - 9:01AM
Edgar (US Regulatory)
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0001807166
2023-01-13
2023-01-13
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xbrli:shares
iso4217:USD
xbrli:shares
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): January
13, 2023
Amesite Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-39553 |
|
82-3431718 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
607 Shelby Street
Suite 700 PMB 214
Detroit, MI |
|
48226 |
| (Address of principal executive offices) |
|
(Zip Code) |
Registrant’s 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:
| ☐ |
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 per share |
|
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 1.01 Entry into a Material Definitive
Agreement.
On January 13, 2023,
Amesite Inc. (the “Company”) entered into a Subscription and Investment Representation Agreement (the “Subscription
Agreement”) with George Parmer, a member of its Board of Directors (the “Purchaser”) pursuant to which it issued and
sold 100,000 shares (the “Shares”) of the Company’s newly designated Series A Preferred Stock, par value $0.0001 per
share (the “Series A Preferred Stock”), to such Purchaser for an aggregate purchase price of $1,000.
The Subscription Agreement
contains customary representations and warranties and agreements and obligations of the parties.
The foregoing description
of the material terms of the Subscription Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of the Subscription Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
The Shares of Series A Preferred Stock have not
been registered under the Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state,
and were offered and sold in reliance on the exemption from registration under the Securities Act afforded by Section 4(a)(2) thereof.
Item 5.03 Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On January 23, 2023, the Company filed a Certificate
of Designation of the Series A Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State
of Delaware to create a new class of Series A Preferred Stock, par value $0.0001 per share. The Certificate of Designation designates
100,000 shares of authorized preferred stock as Series A Preferred Stock. The Series A Preferred Stock are not entitled to receive dividends
or any other distributions. The Series A Preferred Stock are entitled to one thousand votes per share and shall vote together with the
issued and outstanding shares of the Company’s common stock as a single class exclusively with respect to the Reverse Stock Split
(as defined in the Certificate of Designation). The Series A Preferred Stock have no rights as to any distribution or assets of the Company
upon a liquidation, bankruptcy, reorganization, merger, acquisition, sale, dissolution or winding up of the Company. The outstanding shares
of Series A Preferred Stock shall be redeemed in whole, but not in part for an aggregate price of $1,000 (i) if such redemption is ordered
by the Company’s board of directors, in its sole discretion, or (ii) automatically and effective immediately after the effectiveness
of the Reverse Stock Split.
The foregoing description of the Certificate of
Designation does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation,
a copy of which is filed herewith as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
Exhibits
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 13, 2023 |
By: |
/s/ Ann Marie Sastry, Ph.D. |
| |
|
Ann Marie Sastry, Ph.D. |
| |
|
Chief Executive Officer |
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