0001213900-26-048326
SEC filingAmesite Inc. entered into securities purchase agreements for a $2M registered direct offering and concurrent $2M private placement with institutional investors, plus $0.6M insider-led private placement, expected to restore Nasdaq stockholders' equity compliance.
Amesite Inc. executed definitive securities purchase agreements on April 27, 2026, for three concurrent financings totaling ~$2.6M gross proceeds before fees. The registered direct offering sells 696,866 common shares at $1.435/share under the effective S-3 shelf (File No. 333-282999), paired with private unregistered Series A-1 (5-year) and Series A-2 (18-month) warrants for 1,393,732 shares each at $1.435 exercise price, exercisable post-stockholder approval. A matching PIPE issues pre-funded warrants ($0.001 exercise) for 696,866 shares plus identical warrants at $1.434/unit. Insiders (CEO Sastry, director Parmer) led a $0.6M PIPE buying 418,118 shares plus matching warrants at $1.435/unit, signaling confidence. Placement agent H.C. Wainwright earns 7% cash fee, 1% management fee, up to $35K expenses, and warrants for ~97,561 shares at 125% premium ($1.7938). Post-closing April 28, Amesite expects stockholders' equity to exceed Nasdaq's $2.5M minimum, aiding compliance while Nasdaq monitors via next periodic report. Warrants include cashless exercise, anti-dilution, and resale registration rights (filing ≤15 days, effective ≤30/60 days). Use of proceeds targets working capital amid Nasdaq equity deficiency. Potential $4M+ warrant exercises could provide non-dilutive cash if stock rises post-approval.