Current Report Filing (8-k)
22 February 2023 - 09:01AM
Edgar (US Regulatory)
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2023-02-21
2023-02-21
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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): February 21, 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 5.02 Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As previously disclosed
on February 15, 2023, Amesite Inc (the “Company”) held a special meeting of stockholders (the “Special Meeting”).
At the Special Meeting, the stockholders approved a proposal to amend the Company’s 2018 Equity Incentive Plan (the “2018
Plan”) to (i) 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. A copy of the First Amendment
to the 2018 Plan is attached hereto as Exhibit 10.1
A summary description
of the terms of the 2018 Plan, as amended, is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the
Securities and Exchange Commission on January 23, 2023 (the “Proxy Statement”). The section of the Proxy Statement entitled,
“Proposal 2: Amendment to the 2018 Incentive Plan” from page 13 through 17 is incorporated herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the Special Meeting, the stockholders also
approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding
shares of common stock, par value $0.0001 at a specific ratio within a range of one-for five (1-for-5) to a maximum of one-for-fifty
(1-for-50) to be determined by the Company’s board of directors in its sole discretion.
Following the Special Meeting, the board of directors
approved a one-for-twelve (1-for-12) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse
Stock Split”). On February 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment
to its certificate of incorporation (the “Certificate of Amendment”) to effect the Reverse Stock Split. The Reverse Stock
Split became effective as of 4:01 p.m. Eastern Time on February 21, 2023, and the Company’s common stock is expected to begin trading
on a split-adjusted basis when the Nasdaq Stock Market opens on February 22, 2023.
When
the Reverse Stock Split becomes effective, every twelve (12) shares of the Company’s issued and outstanding common stock will automatically
be combined, converted and changed into one (1) share the Company’s common stock, without any change in the number of authorized
shares or the par value per share. In addition, a proportionate adjustment will be made to the per share exercise price and the number
of shares issuable upon the exercise of all outstanding stock options, restricted stock units and warrants to purchase shares of common
stock and the number of shares reserved for issuance pursuant to the company’s equity incentive compensation plans. Any fraction
of a share of common stock that would be created as a result of the Reverse Stock Split will be rounded up to the next whole share. Holders
of the Company’s common stock held in book-entry form or through a bank, broker or other nominee do not need to take any action
in connection with the Reverse Stock Split. Stockholders of record will be receiving information from the Company’s transfer agent
regarding their common stock ownership post-Reverse Stock Split.
The
Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing symbol “AMST”, but
the security has been assigned a new CUSIP number (031094204).
The
foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to
the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference
herein.
Item
8.01 Other Events.
On February 21, 2023, the Company issued a press
release announcing the Reverse Stock Split. 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.
(d)
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: February 21, 2023 |
By: |
/s/ Ann Marie
Sastry, Ph.D. |
|
|
Ann Marie Sastry, Ph.D. |
|
|
Chief Executive Officer |
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