Amesite Inc SEC Filings

Amesite Inc. filed Amendment No. 1 to its Form S-1 registration statement as an exhibit-only update. The change is limited to correcting a technical error in the auditor consent filed as Exhibit 23.1, leaving the substantive terms of the registration statement unchanged.

The company discloses estimated offering-related expenses of $60,674.56, including a $674.56 SEC registration fee, $30,000.00 of accounting fees, $25,000.00 of legal fees, and $5,000.00 of miscellaneous costs. Amesite also lists prior unregistered issuances, including employee stock options and shares to consultants under its equity incentive plan.

Amesite Inc. disclosed that its NurseMagic™ AI documentation platform has secured a new enterprise customer with an approximately 2,700-patient census, the company’s largest deployment to date. The customer will roll out NurseMagic™ across its workforce to integrate EMR and EVV workflows and reduce administrative tasks that can consume up to 16 hours per caregiver per week.

The company describes this as a step-change in scale that validates NurseMagic™ as core clinical infrastructure for the non-acute/post-acute market. Management also highlights approximately an 18% reduction in operating spend over the last six quarters, a growing base of paying customers, and digital demand metrics including about 4,200 web visits per day and strong inbound interest from providers.

Amesite Inc. reported higher revenue but continued losses and liquidity pressures for the quarter ended March 31, 2026. Net revenue reached $83,332 for the quarter and $285,678 for the nine months, up sharply from the prior-year periods, reflecting a pivot toward AI-driven healthcare solutions such as its NurseMagic™ app.

The company still posted a net loss of $678,061 for the quarter and $2,052,875 for the nine months, with cash, cash equivalents and restricted cash of only $740,711 as of March 31, 2026. Management concludes that recurring losses and limited cash raise substantial doubt about Amesite’s ability to continue as a going concern.

On April 28, 2026, Amesite completed a registered direct offering and related private placements, issuing common stock and warrants for aggregate gross proceeds of about $2.6 million (approximately $2.2 million net), including insider participation. This capital raise is expected to fund working capital and also helped restore compliance with Nasdaq’s minimum stockholders’ equity requirement, though maintaining that compliance will depend on future results.

Amesite Inc. director and chief executive officer Ann Marie Sastry reported buying additional equity on April 28, 2026. She purchased 174,216 shares of common stock at $1.435 per share in a private placement pursuant to a securities purchase agreement and now holds 1,049,647 common shares directly. On the same date, she also acquired Series A-1 and Series A-2 warrants, each covering 174,216 underlying common shares at a $1.435 exercise price, with expirations on April 28, 2031 and October 28, 2027, respectively.

Amesite Inc. director George Parmer reported a net purchase of Amesite securities. He bought 243,902 shares of Common Stock at $1.435 per share in a private placement pursuant to a securities purchase agreement. Following this, he directly holds 566,962 Common shares.

Parmer also acquired 243,902 Series A-2 Warrants and 243,902 Series A-1 Warrants, each giving the right to buy Common Stock at an exercise price of $1.435 per share. The Series A-2 Warrants expire on October 28, 2027, and the Series A-1 Warrants expire on April 28, 2031. These transactions were made in connection with the same private placement offering described in an Amesite 424(b)(5) prospectus supplement.

Amesite Inc. notified the SEC that its Form 10-Q for the period ended March 31, 2026 could not be filed on time due to time constraints in compiling, disseminating and reviewing required information. The company states it will file the Form 10-Q no later than 5 calendar days after the original due date.

Amesite Inc. is registering 4,836,245 shares of common stock for resale by existing investors, largely tied to recently issued pre-funded and series warrants plus placement agent warrants. The company itself will not receive proceeds from these resale transactions.

Amesite may receive up to about $5.38 million if all related warrants are exercised for cash. The filing highlights a strategic pivot to AI-powered NurseMagic™ solutions for post-acute healthcare, but also discloses continued operating losses, Nasdaq listing pressures, and substantial doubt about its ability to continue as a going concern without additional financing.

Amesite Inc. Schedule 13G reports that Mitchell P. Kopin, Daniel B. Asher and Intracoastal Capital LLC (the "Reporting Persons") each may be deemed to beneficially own 293,575 shares of Common Stock, representing 4.99% of the class as of the close of business on May 1, 2026. The filing states that immediately following the execution of a Securities Purchase Agreement on April 27, 2026, the Reporting Persons may have been deemed to beneficially own 348,433 shares (approximately 7.1%) based on 4,572,713 shares outstanding as of April 24, 2026 plus the shares to be issued at closing. The disclosure explains multiple warrants to be issued to Intracoastal with exercisability limits and "blocker provision" restrictions that cap exercise to avoid exceeding 4.99%.

Amesite Inc. entered into multiple financing agreements combining a registered direct offering, a PIPE and an insider-led private placement to raise new equity capital and issue warrants. The company agreed to sell 696,866 registered shares of common stock at $1.435 per share, plus pre-funded warrants and common warrants in a concurrent private placement, and an additional 418,118 shares and matching warrants to officers and directors at $1.435 per share.

The transactions are expected to generate aggregate gross proceeds of about $2 million from the registered direct and PIPE, and about $600,000 from the insider-led private placement, before fees and expenses. If all investor and insider warrants are exercised for cash, Amesite could receive approximately $4 million in additional gross proceeds. The company plans to use net proceeds for working capital and general corporate purposes.

Amesite states that, after these financings, it believes stockholders’ equity will exceed $2.5 million, which is the minimum required to regain compliance with Nasdaq’s stockholders’ equity listing standard, although Nasdaq will continue to monitor ongoing compliance and delisting remains a risk if equity falls below that threshold again.

Amesite Inc. entered into multiple financing agreements combining a registered direct offering, a PIPE and an insider-led private placement to raise new equity capital and issue warrants. The company agreed to sell 696,866 registered shares of common stock at $1.435 per share, plus pre-funded warrants and common warrants in a concurrent private placement, and an additional 418,118 shares and matching warrants to officers and directors at $1.435 per share.

The transactions are expected to generate aggregate gross proceeds of about $2 million from the registered direct and PIPE, and about $600,000 from the insider-led private placement, before fees and expenses. If all investor and insider warrants are exercised for cash, Amesite could receive approximately $4 million in additional gross proceeds. The company plans to use net proceeds for working capital and general corporate purposes.

Amesite states that, after these financings, it believes stockholders’ equity will exceed $2.5 million, which is the minimum required to regain compliance with Nasdaq’s stockholders’ equity listing standard, although Nasdaq will continue to monitor ongoing compliance and delisting remains a risk if equity falls below that threshold again.