{"url_path":"/sec/amst/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1807166/0001213900-26-079637-index.html","accession_number":"0001213900-26-079637","cik":"0001807166","ticker":"AMST","issuer_name":"Amesite Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1807166/0001213900-26-079637-index.html","primary_entity_key":"0001807166","primary_entity_name":"Amesite Inc."},"word_count":836,"has_tables":true,"body_markdown":"**Item 1.01. Entry into\na Material Definitive Agreement.**\n\n \n\nOn July 17, 2026, Amesite\nInc. (the “Company”), entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright\n& Co., LLC as agent (the “Agent”), pursuant to which the Company may offer and sell, from time to time through the Agent,\nshares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), having\nan aggregate offering price of up to the Maximum Amount (as defined in the ATM Agreement).\n\n \n\nThe offer and sale of the\nShares will be made pursuant to a shelf registration statement on Form S-3 and the related prospectus (File No. 333-282999) (the “Registration\nStatement”) filed by the Company with the Securities and Exchange Commission (the “SEC”) on November 5, 2024, as amended\nand declared effective by the SEC on December 18, 2024, under the Securities Act of 1933, as amended (the “Securities Act”),\nand prospectus supplement related to the offering of Shares filed with the SEC on July 17, 2026.\n\n \n\nPursuant to the ATM Agreement,\nthe Agent may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined in Rule 415\nof the Securities Act, including sales made by means of ordinary brokers’ transactions, including on The Nasdaq Capital Market,\nat market prices or as otherwise agreed with the Agent. The Agent will use commercially reasonable efforts consistent with its normal\ntrading and sales practices to sell the Shares from time to time, based upon instructions from the Company, including any price or size\nlimits or other customary parameters or conditions the Company may impose.\n\n \n\nUnder the terms of the\nATM Agreement, in no event will the Company issue or sell through the Agent such number or dollar amount of shares of Common Stock that\nwould (i) exceed the number or dollar amount of shares of Common Stock registered and available on the Registration Statement, (ii) exceed\nthe number of authorized but unissued shares of Common Stock, or (iii) exceed the number or dollar amount of shares of Common Stock permitted\nto be sold under Form S-3 (including General Instruction I.B.6 thereof, if applicable).\n\n \n\nThe Company is not obligated\nto make any sales of the Shares under the ATM Agreement, and the Agent is not obligated to purchase any Shares on a principal basis pursuant\nto the ATM Agreement, except as otherwise specifically agreed by the Agent and the Company in a separate agreement. No assurance can be\ngiven that the Company will sell any Shares under the ATM Agreement, or if such sales occur, no assurance can be given as to the price\nor number of Shares that will be sold, or the dates on which any such sales will take place. The offering pursuant to the ATM Agreement\nwill terminate upon the earlier of (i) the issuance and sale of all shares of our common stock subject to the sales agreement, or (ii)\nthe termination of the sales agreement as permitted therein.\n\n \n\nThe Company will pay\nthe Agent a commission rate equal to 3.0% of the aggregate gross proceeds from each sale of Shares and has agreed to provide the Agent\nwith customary indemnification and contribution rights. The Company will also reimburse the Agent for certain specified expenses in connection\nwith entering into the ATM Agreement, including for the documented fees and costs of its legal counsel reasonably incurred in connection\nwith entering into the transactions contemplated by the ATM Agreement in an amount not to exceed $50,000 in the aggregate, in addition\nto periodic due diligence fees, plus any incidental expense incurred by the Agent in connection therewith. The ATM Agreement contains\ncustomary representations and warranties and conditions to the sale of the Shares pursuant thereto.\n\n \n\n1\n\n \n\n \n\nWe currently intend to\nuse the net proceeds from the sale of Shares, if any, for general corporate and working capital purposes, however the amounts and timing\nof our actual expenditures may vary significantly depending on numerous factors, and as a result, our management will retain broad discretion\nover the allocation of the net proceeds from the sale of Shares.\n\n \n\nThe foregoing description\nof the ATM Agreement is not complete and is qualified in its entirety by reference to the full text of such agreement, a copy of which\nis filed herewith as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The opinion of Sheppard,\nMullin, Richter & Hampton LLP, the Company’s counsel, regarding the validity of the Shares that will be issued pursuant to the\nSales Agreement, is also filed herewith as Exhibit 5.1.\n\n \n\nThis Current Report on\nForm 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Common Stock discussed herein, nor shall there\nbe any offer, solicitation, or sale of common stock in any state in which such offer, solicitation or sale would be unlawful prior to\nregistration or qualification under the securities laws of any such state."}