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): September 30, 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> File Number) | (IRS<br> Employer<br><br> <br>Identification<br> No.) |
| 607 Shelby Street<br><br> <br>Suite 700 PMB 214<br><br> <br>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)) |
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| ☐ | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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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<br> Stock, par value $0.0001 | AMST | The<br> 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
ChiefExecutive Officer Bonus
On September 30, 2020, the Compensation Committee of the board of directors of Amesite Inc. (“Amesite” or the “Company”) approved the payment of a bonus in the amount of $200,000 to Ann Marie Sastry, Ph.D., Chief Executive Officer of the Company, to be paid in accordance with the Company’s customary payroll practices. The bonus is in consideration of Dr. Sastry’s achievement of certain performance-based milestones during the fiscal year ended June 30, 2020 and for her efforts in connection with the Company’s recently completed initial public offering.
Item7.01 Regulation FD Disclosure.
On October 1, 2020, the Company issued a blog post. A copy of the blog post is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 8.01. Other Events.
Amesite investors and others should note that the Company announces material information to the public about the Company through a variety of means, including Amesite’s website, press releases, Securities and Exchange Commission filings, blogs and social media, in order to achieve broad, non-exclusionary distribution of information to the public. The Company encourages investors and others to review the information it makes public in the locations below as such information could be deemed to be material information. Please note that this list may be updated from time to time.
For more information on Amesite, please visit: amesite.com
For more information for Amesite investors, please visit: amesite.com/investor-relations
For additional information, please follow the Company’s Twitter account: @AmesiteInc or its LinkedIn profile: linkedin.com/company/amesiteinc
Item9.01 Financial Statements and Exhibits
Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Blog post, dated October 1, 2020 |
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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:<br> October 2, 2020 | By: | /s/<br> Ann Marie Sastry, Ph.D. |
| Ann<br> Marie Sastry, Ph.D. | ||
| Chief<br> Executive Officer |
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Exhibit 99.1
GoingPublic on
NASDAQ: What it Means
for Amesite
October 1, 2020
AmesiteInc., with its cutting-edge artificial intelligence software providing affordable, customized and fully managed online learningecosystems for the enterprise and higher education, aims to boost its presence and benefit its stakeholders by listing its commonstock on the Nasdaq Capital Market (“Nasdaq”). The company started trading on Nasdaq under the symbol “AMST”on Sept. 25.
The U.S. stock market’s strength, resilience and popularity have shone brightly throughout the global coronavirus pandemic and its otherwise devastating toll.
The resurgent bull market has been led in part by technology companies, as well as by free trading apps that give individual investors greater freedom to buy stocks.
Whydo companies list on exchanges like Nasdaq in order to trade publicly? It’s often a strategic move! A company that goes public cuts its overall capital costs and, at the same time, increases its capacity to raise money by spreading ownership risk among shareholders. Going public also lets companies attain additional funds by issuing more stock and gain leverage in taking out loans if those needs arise.
Otherbenefits include:
| ● | Attracting<br> talent. Stock and stock option programs may prove the difference in competing for and<br> rewarding the best employees. |
|---|---|
| ● | Market<br> exposure. The company’s reputation gets a boost from market makers, institutional<br> traders, and mutual and hedge funds. |
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| ● | Brand<br> equity. The company gains greater visibility and credibility among the public with the<br> increased transparency that public reporting requires. |
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HISTORYAND IMPACT OF NASDAQ
Nasdaq is known for its impressive, forward-thinking listings and powerhouse technology companies, including global giants such as Apple Inc., Amazon.com Inc., Alphabet, Facebook and Intel Corp.
The National Association of Securities Dealers Automated Quotations opened on Feb. 8, 1971, and differentiated itself by being the first stock exchange with its own website, the first to allow online trading and as a tech-savvy institution that embraced cloud computing and storage. Nasdaq-operated exchanges also let investors trade in bonds, commodities, exchange-traded funds and other sophisticated investments.
Nasdaqoperates with three major moving pieces:
| ● | The<br> interface – This is the place where broker dealers and market makers gain<br> access to the system. Buyers and sellers enter their trades electronically with<br> their broker dealers, and those trades come into the Nasdaq system through hundreds of<br> computers. |
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| ● | The<br> matching engine – This is the centerpiece that handles millions of matches<br> daily. Transactions, once complete, return to the buyers’ and sellers’ broker<br> dealers. |
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| ● | Quote<br> services – This element comprises data that feed the buy and sell price quotes<br> that Nasdaq provides. |
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The exchange boasts a roughly $11.1 trillion cumulative market capitalization for the stocks listed on it, second only to the New York Stock Exchange with a $28.5 trillion cumulative market cap. *
WHYNASDAQ MATTERS
Nasdaq’s heavy weighting toward tech lets investors use it as a barometer of how much risk investors are willing to take on at any one time. That’s why it is especially important to growth investors. When Nasdaq leads the way, investors’ risk appetite remains strong, meaning that growth investors can continue to take on risk.
That’s exciting for anyone who sees a company’s potential. After all, Apple, Amazon and Netflix started as growth stocks before skyrocketing into some of the best performers and most coveted stocks on the market.
Sohow do you spot an up-and-comer?
| ● | It’s<br> usually a fast-growing company that boasts breakthrough ideas and valuable services. |
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| ● | A<br> good growth stock often outperforms the market with its share price. |
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| ● | Stay<br> aware of the market’s performance. A bull market lets investors take risks on more<br> speculative stocks. |
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| ● | Be<br> patient. Most companies take years to realize their potential, so sit tight while technologies<br> and strategies gain traction. |
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Growth stocks also use much of their earnings, resources, and profits to expand their products or services and generate more revenue. They initially refrain from distributing their earnings in the form of dividends because of the emphasis on reinvesting.
WHATDOES THIS MEAN FOR AMESITE?
We believe Amesite fits right in on Nasdaq! With our strong focus on disruptive technology and our aims to make in impact in large markets, we believe that being listed on Nasdaq is an amazing opportunity! We look forward to being part of the Nasdaq family, and as always, improving the way the world learns.
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SOURCES:
| ● | Business<br> Dictionary: Why Does A Company Decide to Go Public? http://www.businessdictionary.com/article/780/why-does-a-company-decide-to-go-public/ |
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| ● | The<br> Motley Fool: What is the Nasdaq Stock Exchange? https://www.fool.com/investing/stock-market/exchange/nasdaq/ |
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| ● | Money:<br> How Stuff Works: How the NASDAQ Stock Exchange Works https://money.howstuffworks.com/nasdaq.htm |
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| ● | Cabot<br> Wealth Network: Feb. 9, 2017, “Why the Nasdaq Is So Important to Growth Investing.” https://cabotwealth.com/daily/growth-stocks/nasdaq-important-in-growth-investing/ |
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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.
* Forbes.com, Sept. 16, 2019, “NYSE May Be Bigger, but Nasdaq Growing Faster.” https://www.forbes.com/sites/greatspeculations/2019/09/16/nyse-may-be-bigger-but-nasdaq-is-growing-faster/- aa1f87337c25
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