AMST 8-K
Amesite Inc. (AMST)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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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).
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Item 5.08. Shareholder Director Nominations.
To the extent applicable, the information in Item 8.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01 Other Events.
Amesite Inc., a Delaware corporation, (the “Company”) will hold its next Annual Meeting of Stockholders (the “Annual Meeting”) on Thursday, December 10, 2026. The Company will publish additional details regarding the exact time, location, and matters to be voted on at the Annual Meeting in the proxy statement for the Annual Meeting.
Deadline for Rule 14a-8 Stockholder Proposals
Pursuant to Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), stockholders who wish to submit proposals for inclusion in the proxy statement for the Annual Meeting must send such proposals to the Company’ s Secretary at 607 Shelby Street, Suite 700 PMB 214, Detroit, MI 48226 no later than the close of business on September 27, 2026. Because the date of the Annual Meeting has changed by more than 30 days from the date of the annual meeting of stockholders held on July 13, 2026, the deadline for submission of proposals under Rule 14a-8 is a reasonable time before the Company begins to print and send its proxy materials for the Annual Meeting. The Board of Directors only recently determined to change the date of the Annual Meeting, and this deadline has been set as early as practicable following such determination in order to afford stockholders a meaningful opportunity to submit proposals while preserving sufficient time for the Company to evaluate any such proposals, fulfill its regulatory obligations and finalize its proxy materials. Any proposal received after such date will be considered untimely. Such proposals must comply with Rule 14a-8 of the Exchange Act. The submission of a stockholder proposal does not guarantee that it will be included in the proxy statement.
Deadline for Advance Notice Proposals or Nominations
As set forth in the Company’ s Bylaws, if a stockholder intends to make a nomination of a person or persons for election to the Board of Directors or present a proposal for other business (other than pursuant to Rule 14a-8 of the Exchange Act) at the Annual Meeting, the stockholder’ s notice must be received by the Company’ s Secretary not later than the tenth day following the date of this Current Report on Form 8-K, or September 27, 2026. Any such director nomination or stockholder proposal must be a proper matter for stockholder action and must comply with the terms and conditions set forth in the Company’ s Bylaws. If a stockholder fails to meet these deadlines or fails to satisfy the requirements of Rule 14a-4 of the Exchange Act, we may exercise discretionary voting authority under proxies we solicit to vote on any such proposal as we determine appropriate. The Company reserves the right to reject, rule out of order or take other appropriate action with respect to any nomination or proposal that does not comply with these and other applicable requirements.
Further, to comply with the universal proxy rules, if a stockholder intends to solicit proxies in support of director nominees submitted under these advance notice provisions, then the Company’ s Secretary must receive proper written notice that sets forth all information required by Rule 14a-19 under the Exchange Act no later than October 13, 2026, which is the first business day following the 60th calendar day prior to the date of the Annual Meeting. The notice requirement under Rule 14a-19 is in addition to the applicable advance notice requirements of the Company’ s Bylaws.
Any stockholder proposal or director nomination must also comply with the requirements of Delaware law, the rules and regulations promulgated by the SEC and the Bylaws, as applicable.
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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: September 17, 2026 | By: | /s/ Ann Marie Sastry, Ph.D. |
| Name: | Ann Marie Sastry, Ph.D. | |
| Title: | Chief Executive Officer | |
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