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): March 8, 2023
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 8.01 Other Events.
On March 8, 2023, Amesite Inc. (the “Company”) received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
On March 9, 2023, the Company issued a press release announcing that it had regained compliance
with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market. A copy of the press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release Dated March 9, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: March 10, 2023 | By: | /s/ Ann Marie Sastry, Ph.D. |
| Ann Marie Sastry, Ph.D. | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
Amesite Inc. (NASDAQ: AMST) Announces That it Has Regained Compliance with Nasdaq Listing Requirements
DETROIT, MI. (March 10, 2023) –Amesite Inc. (NASDAQ: AMST), a leading artificial intelligence software company offering a cloud-based learning platform that delivers 99% learner retention for business and education markets, announced today that it has received confirmation from The Nasdaq Stock Market LLC (“Nasdaq”) that it has regained compliance with the minimum bid price requirement of $1.00 per share under Nasdaq Listing Rule 5550(a)(2), meets the stockholders’ equity requirement in Nasdaq Listing Rule 5550(b)(1) and meets all other applicable criteria for continued listing.
Amesite had previously been notified by Nasdaq on March 8, 2022 that it was not in compliance with the minimum bid price requirement because its common stock failed to maintain a minimum bid price of $1.00 per share. In order to regain compliance with the Rule, the Company was required to maintain a minimum closing bid price of $1.00 or more for at least 10 consecutive trading days. This requirement was met on March 7, 2023, the tenth consecutive trading day when the closing bid price of the Company's common stock was over $1.00.
Dr. Ann Marie Sastry, Amesite’s CEO said, “We are pleased to regain compliance with the Nasdaq listing requirements and continue to focus on generating greater revenue through larger deals. Leveraging generative AI is enabling us to simultaneously grow our platform capabilities, drive scale and efficiency for our entire customer base.”
About Amesite Inc.
Amesite delivers its scalable, customizable, white-labeled online learning platform to universities, businesses, museums, and government agencies, enabling them to deliver outstanding digital learning. Amesite provides a single system that combines eCommerce, instruction, engagement, analytics, and administration using best-in-class infrastructure to serve multi-billion-dollar online learning markets. For more information, visit www.amesite.io.
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 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:
Christine Petraglia
TraDigital IR
(917) 633-8980
christine@tradigitalir.com