Amesite Announces Proposed Public Offering

Rhea-AI Summary

Amesite Inc (Nasdaq: AMST), an AI technology company focusing on B2C and B2B solutions, has announced plans for a 'best efforts' underwritten public offering of common stock and pre-funded warrants. Laidlaw & Company and Craft Capital Management will serve as joint book-running managers for the offering.

The offering will be conducted under a previously filed and effective shelf registration statement (Form S-3, Registration No. 333-282999) from December 18, 2024. The company plans to use the proceeds for general corporate purposes, capital expenditures, working capital, and administrative expenses.

The final terms, size, and completion of the offering remain subject to market conditions, with no guarantees of completion. A preliminary prospectus supplement and accompanying prospectus will be filed with the SEC.

Positive

• Access to additional capital for corporate operations and growth
• Effective shelf registration statement already in place
• Engagement of established financial institutions as joint book-running managers

Negative

• Potential dilution of existing shareholders' value
• 'Best efforts' basis indicates uncertainty in offering completion
• No specified amount of capital to be raised
• Lack of specific use of proceeds beyond general purposes

Insights

Investment Banking Analyst

This proposed public offering by Amesite represents a critical capital raising initiative for a micro-cap company with a market capitalization of just $12.9 million. The "best efforts" underwriting structure, coupled with the involvement of smaller investment banks like Laidlaw and Craft Capital, suggests potential challenges in securing firm commitments from institutional investors.

The timing and structure of this offering are particularly notable. The company is utilizing a recently effective shelf registration from December 2024, indicating careful preparation for this capital raise. However, the inclusion of pre-funded warrants as an alternative to common stock typically suggests anticipated pricing pressure and an effort to make the offering more attractive to institutional investors.

The broad use of proceeds for general corporate purposes, without specific allocation targets, may raise concerns about immediate cash needs and burn rate. For a company of this size in the AI solutions space, this capital injection is likely important for maintaining operations and funding growth initiatives in a highly competitive market.

Market Structure Specialist

The offering's structure reveals important market dynamics. The choice of a "best efforts" underwriting instead of a firm commitment indicates heightened risk perception from the underwriters' perspective. This typically results in more dilutive pricing for existing shareholders, as the final offering price often needs to be more attractive to entice sufficient investor participation.

For a stock trading with such low market capitalization, this offering could significantly impact trading dynamics. The potential increase in float could affect stock price volatility and liquidity patterns. The inclusion of pre-funded warrants, essentially a deferred equity instrument, suggests sophisticated structuring to navigate current market conditions while potentially minimizing immediate stock price pressure.

DETROIT, Jan. 06, 2025 (GLOBE NEWSWIRE) -- Amesite Inc. (Nasdaq: AMST), a pioneering technology company specializing in the development and marketing of B2C and B2B AI-driven solutions, today announced that it intends to offer and sell shares of its common stock (or pre-funded warrants in lieu thereof) in a “best efforts” underwritten public offering. The proposed offering is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

Laidlaw & Company (UK) Ltd. and Craft Capital Management LLC are acting as joint book-running managers for the offering.

The Company intends to use the net proceeds from the offering for [general corporate purposes, capital expenditures, working capital and general and administrative expenses].

A shelf registration statement on Form S-3 (Registration No. 333-282999) relating to the public offering of the securities described above was previously filed with the Securities and Exchange Commission (SEC) and declared effective on December 18, 2024. A preliminary prospectus supplement and accompanying prospectus relating to the proposed underwritten public offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement (when available) and accompanying prospectus relating to the offering may be obtained from Laidlaw & Company (UK) Ltd., 521 Fifth Ave., 12^th Floor, New York, NY 10175, Attention: Syndicate Dept.; email: syndicate@laidlawltd.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction. Any offer, if at all, will be made only by means of the prospectus supplement and accompanying prospectus forming a part of the effective registration statement.

About Amesite Inc.

Amesite Inc. (Nasdaq: AMST) is a pioneering technology company specializing in the development and marketing of B2C and B2B AI-driven solutions. Leveraging its proprietary AI infrastructure, Amesite offers cutting-edge applications that cater to both individual and professional needs. NurseMagic™, the company’s mobile app for health and care professionals, streamlines creation of nursing notes and documentation tasks, enhances patient communication, and offers personalized guidance to nurses on patient care, medications, and handling challenging workplace situations.

Forward Looking Statements

This communication contains forward-looking statements (including within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended) concerning the Company, the Company’s anticipated public offering, the Company's planned online machine learning platform, the Company's business plans, any future commercialization of the Company's online learning solutions, potential customers, business objectives and other matters. Forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "may," "will," "should," "would," "expect," "plan," "believe," "intend," "look forward," and other similar expressions among others. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties and are not guarantees of future performance. Actual results could differ materially from those contained in any forward-looking statement. Risks facing the Company and its planned platform are set forth in the Company's filings with the SEC. Except as required by applicable law, the Company undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise.

Investor Relations Contact
MJ Clyburn
TraDigital IR
clyburn@tradigitalir.com

FAQ

What is the purpose of Amesite's (AMST) January 2025 public offering?

The offering aims to raise capital for general corporate purposes, capital expenditures, working capital, and general administrative expenses.

Who are the underwriters for AMST's 2025 public offering?

Laidlaw & Company (UK) and Craft Capital Management are acting as joint book-running managers for the offering.

What type of securities is AMST offering in January 2025?

Amesite is offering shares of common stock and pre-funded warrants in a 'best efforts' underwritten public offering.

When was AMST's shelf registration statement declared effective?

The shelf registration statement (Form S-3, Registration No. 333-282999) was declared effective by the SEC on December 18, 2024.

How will this public offering impact AMST shareholders?

The offering could potentially dilute existing shareholders' value, though the exact impact depends on the final terms and size of the offering, which have not been disclosed.