AMST Amesite Inc

Item 5.07 Submission of Matters to a Vote of Security Holders.

On February 15, 2023, Amesite Inc. (the “Company”) held a special meeting of stockholders (the “Special Meeting) for the purpose holding a stockholder vote on Proposal 1 and 2 set forth below. A total of 15,592,310 shares of the Company’s common stock, out of a total of 30,400,305 shares of common stock issued and outstanding and entitled to vote, and the 100,000 shares of the Company’s Series A Preferred Stock (the “Preferred Stock”) that was issued an outstanding and entitled to vote at the Special Meeting, each as of the record date for the Special Meeting, were present virtually, or represented by valid proxy at the Special Meeting, constituting a quorum.

As previously described in in the Company’s Definitive Proxy Statement filed with the SEC on January 23, 2023 (the “Proxy Statement”), the holder of record of the 100,000 outstanding shares of the Company’s Preferred Stock was entitled to 100,000,000 votes, had the right to vote only on Proposal 1, and such votes were counted in the same proportion as the shares of Common Stock voted on Proposal 1. Holders of the Company’s common stock were entitled to one vote per share on each proposal.

The following matters were voted upon by the stockholders at the Special Meeting, with the final voting results as follows:

Proposal 1. At the Special Meeting, the proposal to grant discretionary authority to the Company’s board of directors to (A) amend the Company’s certificate of incorporation to combine outstanding shares of our common stock into a lesser number of outstanding shares, or a “reverse stock split,” at a specific ratio within a range of one-for-five (1:5) to a maximum of a one-for-fifty (1-for-50) split, with the exact ratio to be determined by our board of directors in its sole discretion; and (B) effect the reverse stock split, if at all, within one year of the date the proposal is approved by stockholders was approved by the requisite vote of a majority of the Company’s issued and outstanding shares. The result of the votes were as follows:

Proposal 2. At the Special Meeting, the proposal to the amend Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares available for issuance under the 2018 Plan by 3,000,000 shares and (ii) increase the amount of shares that may be issued pursuant to the exercise of incentive stock options by 3,000,000 shares was not approved by the requisite vote of a majority of the Company’s issued and outstanding shares. The result of the votes were as follows: