Amesite Announces Up to \$6 Million Concurrent Registered Direct Offering and Private Placement

Key Highlights of the Offering

• Offering Structure: Amesite Inc. (NASDAQ: AMST) has entered into definitive agreements for a concurrent registered direct offering and private placement, priced at-the-market under Nasdaq rules.
• Capital Raised: The company expects to raise approximately \$2 million upfront, with the potential for an additional \$4 million in aggregate proceeds if all warrants are exercised.
• Securities Issued:
  • 696,866 shares of common stock sold at \$1.435 per share in a registered direct offering.
  • 696,866 unregistered Series A-1 warrants and 696,866 Series A-2 warrants, both with an exercise price of \$1.435 per share.
  • Parallel issuance of shares and warrants in a private placement, also priced at \$1.435 per share (or pre-funded warrants in lieu thereof).
• Warrant Expiry:
  • Series A-1 warrants expire five years after the later of (i) the effective date of the Resale Registration Statement and (ii) stockholder approval.
  • Series A-2 warrants expire eighteen months after the later of (i) the effective date of the Resale Registration Statement and (ii) stockholder approval.
• Stockholder Approval: Exercise of warrants is contingent upon stockholder approval for the issuance of the shares underlying the warrants.
• Placement Agent: H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.
• Closing Date: The offerings are expected to close on or about April 28, 2026, subject to customary closing conditions.

Implications for Shareholders

• Dilution Risk: The issuance of new shares and exercise of warrants could result in significant dilution for existing shareholders.
• Price Sensitivity: The offering is priced at-the-market, which may impact share price based on investor demand and perceived value. The exercise of warrants (up to 1,393,732 shares if both Series A-1 and Series A-2 are exercised) could further affect share supply and price.
• Stockholder Approval: Shareholder approval is required for the exercise of warrants, making upcoming shareholder meetings and votes potentially price-sensitive events.
• Use of Proceeds: Amesite intends to use net proceeds for general corporate purposes, including working capital. This may support ongoing development and expansion of its flagship NurseMagic™ platform.
• Regulatory Structure: Registered direct offerings are being made pursuant to a shelf registration statement (Form S-3, File No. 333-282999, effective December 18, 2024). Private placement securities, including warrants, are offered under Section 4(a)(2) and/or Regulation D of the Securities Act, and are not registered.
• Resale Registration Rights: The company has committed to filing one or more registration statements with the SEC to cover resale of unregistered securities issued in the offerings.
• No Guarantee of Warrant Exercise: There is no assurance that any warrants will be exercised, which could affect the potential for additional proceeds.

About Amesite Inc.

Amesite is an AI-driven software company focused on delivering technology platform solutions for healthcare, notably its flagship NurseMagic™ platform. NurseMagic™ streamlines clinical documentation, supports point-of-care decision-making, and provides actionable operational insights. The platform, which has evolved into an enterprise EMR offering, is used by over 130 professions across all 50 states and more than 20 countries. Built on proprietary AI, the platform supports workflow integration and multilingual capabilities for both B2B and B2C users.

Forward-Looking Statements

This communication contains forward-looking statements regarding the completion of the offering, satisfaction of closing conditions, receipt of stockholder approval, exercise of warrants, and intended use of proceeds. Actual results may differ materially from those anticipated due to risks and uncertainties, including market conditions and regulatory compliance. Risks facing Amesite and its platform are detailed in the company’s SEC filings.

Investor Relations Contact

For further information, investors may contact:
Email: [email protected]

Disclaimer

This article is for informational purposes only and does not constitute an offer to sell or solicit an offer to buy any securities. Investors should review official filings and consult their financial advisor before making investment decisions. The information contained herein is based on company press releases and public filings, and may be subject to change. Amesite undertakes no obligation to update forward-looking statements or provide additional updates except as required by law.

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