AMST · Amesite Inc.

Amesite Inc., trading as AMST on Nasdaq Capital Market, has pivoted from education platforms to AI-driven healthcare solutions, specifically NurseMagic™ for post-acute care settings like skilled nursing and home health. The B2C app targets individual nurses with free access for documentation and workflow tools, feeding insights into the B2B enterprise platform emphasizing HIPAA compliance and rapid deployment. With only 6 full-time employees and 14 US patents, Amesite operates leanly but faces execution risks in a crowded market dominated by EMR incumbents (Epic, Cerner) and agile AI newcomers. FY2025 net loss of $3.6M underscores ongoing cash burn, with auditors raising substantial going concern doubts—management's financing plans are uncertain and market-dependent. This $5M offering at $1.80/share (last sale price April 15, 2026) via Benchmark underwriting provides ~$4.47M net proceeds for working capital, critical amid Nasdaq's equity deficiency notice (extension to April 2026). Post-offering, shares outstanding rise from 4.57M to 7.35M, diluting existing holders by ~38% at $0.74 as-adjusted book value/share versus $1.80 price. Benchmark receives 7% discount, 1% expense allowance, 90-day lock-up enforcement, and 5% rep warrants (exercise after 6 months at 100% offering price, 180-day transfer lock per FINRA). Warrants feature 4.99%/9.99% beneficial ownership caps, cashless exercise, and full-ratchet anti-dilution to floor of 20% Nasdaq minimum—potentially punitive if Amesite issues below-market equity. Anti-takeover provisions include classified board, 66.67% supermajority for amendments/removals, DGCL Section 203, and Delaware Chancery exclusive forum. CEO Ann Marie Sastry leads a small team; insiders hold ~29% pre-offering. Key risks center on regulatory compliance (HIPAA/HITECH), cybersecurity for health data, competition eroding differentiation, and Nasdaq delisting threat impairing liquidity. While NurseMagic™'s practitioner focus and weekly feature cadence show product momentum, revenue stabilization remains unproven. Investors face high dilution, illiquid warrants (no planned listing), and binary outcomes tied to healthcare AI adoption amid macroeconomic healthcare spending pressures.