8-K
Amesite Inc. (AMST)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 8-K
CURRENTREPORT
Pursuantto Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 23, 2020
AmesiteInc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39553 | 82-3431717 |
|---|---|---|
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 607 Shelby Street Suite 700 PMB 214 Detroit, MI | 48226 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> 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 (see General Instruction A.2. below):
| ☐ | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement<br> 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<br> value $0.0001 | AMST | The Nasdaq Stock<br> 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On November 23, 2020, the board of directors (the “Board”) of Amesite Inc. (the “Company”) increased the size of the Board from six directors to seven directors and subsequently appointed George Parmer as a Class III director to fill the vacancy on the Board, with a term expiring at the annual meeting of stockholders in 2023. The Board has not yet determined on which committee(s) Mr. Parmer will serve.
Mr. Parmer is the founder, President, and Chief Executive Officer of Fine Line Homes, a family-owned company that started building homes in 1972. Since 1991, Mr. Parmer has also been the President and Chief Executive Officer of Residential Warranty Corporation, a leading provider of insured new home warranties to the building industry. In addition to his business ventures, Mr. Parmer was a licensed public accountant, a member of the National Association of Accountants, and the National Association of Home Builders.
Mr. Parmer was not selected as a director pursuant to any arrangements or understandings with the Company or with any other person, and there are no related party transactions between Mr. Parmer and the Company that would require disclosure under Item 404(a) of Regulation S-K.
On November 25, the Company issued a press release announcing the appointment of Mr. Parmer to the Board. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 8.01. | Other Events. |
|---|
On November 23, 2020, the Company issued a press release announcing Ann Marie Sastry, Ph.D., the Company’s Chief Executive Officer, will present at the LD Micro Main Event on Monday, December 14th at 8:00 AM PT/11:00 AM ET. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| Exhibit<br> No. | Description |
| --- | --- |
| 99.1 | Press release, dated November 25, 2020 |
| 99.2 | Press release, dated November 23, 2020 |
-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: November 25, 2020 | By: | /s/<br> Ann Marie Sastry, Ph.D. |
| Ann Marie Sastry, Ph.D. | ||
| Chief Executive Officer |
-2-
Exhibit 99.1
AmesiteInc. Announces Appointment of George Parmer to its Board of Directors
ANN ARBOR, Mich., Nov. 25, 2020 -- Amesite Inc. (Nasdaq: AMST), an artificial intelligence software company providing online learning ecosystems for business, higher education, and K-12, announced today that global investor, developer and entrepreneur George Parmer has joined its Board of Directors. The appointment brings the total number of board members to seven.
“George is an extremely successful entrepreneur with deep expertise in investing and public and private ventures,” said Amesite Founder and CEO Dr. Ann Marie Sastry. “He is a visionary that anticipated trends in living – and building – well before the pandemic hit and has been successfully executing on expansion plans that are proving to be incredibly timely. His acumen in business is paired with a wisdom that comes from decades of building businesses brick-by-brick. We are so proud to have him on our Board of Directors.”
Parmer sits on the board of Linkbancorp, Inc., is the Chairman of the Board of Trustees at Messiah University in Pennsylvania. He is the founder and president of residential home building and development company Fine Line Homes, which has developments along the east coast from New York to North Carolina. He is also the founder and president of nationwide company Residential Warranty Corporation and three insurance companies located in Colorado, Pennsylvania, and Texas.
“Accessible, affordable and engaging remote learning and training solutions are so important right now and I’m excited to be on the board of a company that is leading the way in delivering the necessary solutions to the education and business sectors,” Parmer said. “As both a business owner and an educational trustee, I’ve seen firsthand what is needed if we are going to make up the millions of learning hours lost to the pandemic and I’m ready to get to work to bring my decades of experience to the table as Amesite grows.”
AboutAmesite Inc.
Amesite is a high-tech artificial intelligence software company offering a cloud-based platform and content creation services for K-12, college, university and business education and upskilling. Amesite-offered courses and programs are branded to our customers. Amesite uses artificial intelligence technologies to provide customized environments for learners, easy-to-manage interfaces for instructors, and greater accessibility for learners in the US education market and beyond. The Company leverages existing institutional infrastructures, adding mass customization and cutting-edge technology to provide cost-effective, scalable and engaging experiences for learners anywhere. For more information, visit https://amesite.com.
ForwardLooking 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.
Media Contact: Robert Busweiler – busweiler@sunshinesachs.com – 631.379.6454
Exhibit 99.2
Amesiteto Present at the LD Micro Main Event (XIII)
ANN ARBOR, Mich., Nov. 23, 2020 -- Amesite Inc. (Nasdaq: AMST), an artificial intelligence software company providing online learning ecosystems for business, higher education, and K-12, announced today that its Founder and CEO Dr. Ann Marie Sastry will be presenting to a live audience at the LD Micro Main Event on Monday, December 14th at 8:00 AM PT/11:00 AM ET.
To register for the live broadcast of the virtual event, visit: https://ve.mysequire.com/
“I am honored to have Amesite back after a very successful Zooming with LD presentation last month,” said LD Micro President Chris Lahiji. “Given the need, online and remote learning has never been more critical, and Amesite is establishing real thought leadership on some changes that may be permanent.”
“We are very, very proud to partner with LD. With the upcoming Main Event, they have created a truly innovative way for companies and investors to engage virtually,” Sastry said. “They may have really cracked the code on these engagements – they are truly ahead of the curve.”
The Main Event will take place on December 14th and 15th. View Amesite’s profile here: https://www.ldmicro.com/profile/amst
**AboutAmesite Inc.**Amesite is a high-tech artificial intelligence software company offering a cloud-based platform and content creation services for K-12, college, university and business education and upskilling. Amesite-offered courses and programs are branded to our customers. Amesite uses artificial intelligence technologies to provide customized environments for learners, easy-to-manage interfaces for instructors, and greater accessibility for learners in the US education market and beyond. The Company leverages existing institutional infrastructures, adding mass customization and cutting-edge technology to provide cost-effective, scalable and engaging experiences for learners anywhere. For more information, visit https://amesite.com.
AboutLD MicroBack in 2006, LD Micro began with the sole purpose of being an independent resource to the microcap world. What started as a newsletter highlighting unique companies, has transformed into the pre-eminent event platform in the space.
The upcoming Main Event will be highlighting a new format that will benefit both executives and the investors tuning in from all over the globe.
ForwardLooking StatementsThis 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.
Media Contact: Robert Busweiler – busweiler@sunshinesachs.com – 631.379.6454
SOURCE Amesite Inc.
Related Links
https://amesite.com