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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): May 14, 2024

 

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2024, the board of directors of Amesite, Inc. (the “Company”) adopted resolutions to amend the Company’s bylaws to provide that at each meeting of stockholders, except where otherwise provided by law, the presence in person, or by remote communication, if applicable, or represented by proxy of the holders of thirty-three and one-third percent of the outstanding shares of the Company’s voting stock shall constitute a quorum.

 

The foregoing description of the amendment of the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment of the bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.   Description
3.1   Amendment to Bylaws
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

  

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: May 14, 2024 By:  /s/ Ann Marie Sastry, Ph.D.
    Ann Marie Sastry, Ph.D.
    Chief Executive Officer

 

 

 

 

EXHIBIT 3.1

 

AMESITE, INC.

AMENDMENT TO BYLAWS

 

This Amendment to the Bylaws (the “Bylaws”) of Amesite, Inc., as adopted by the Board of Directors pursuant to Article X of said Bylaws, is effective as of the 10th day of May, 2024.

 

Article II, Section 2.8 of the Bylaws, entitled “Quorum”, be, and hereby is, deleted in its entirety and replaced with the following:

 

“2.8 QUORUM.

 

Unless otherwise provided by law, the certificate of incorporation or these bylaws, the holders of thirty-three and one-third percent in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.” 

 

 

 

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May 14, 2024
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Current Fiscal Year End Date --06-30
Entity File Number 001-39553
Entity Registrant Name Amesite Inc.
Entity Central Index Key 0001807166
Entity Tax Identification Number 82-3431718
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 607 Shelby Street
Entity Address, Address Line Two Suite 700 PMB 214
Entity Address, City or Town Detroit
Entity Address, State or Province MI
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Title of 12(b) Security Common Stock, par value $0.0001 per share
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Elected Not To Use the Extended Transition Period false
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