Amesite Inc美股招股说明书(2025-01-06版)

SUBJECT TO COMPLETION, DATED JANUARY 6, 2025 PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated December 18, 2024) Amesite Inc. Up toShares of Common StockUp toPre-Funded Warrants to Purchase Shares of Common StockUp toShares of Common Stock Underlying the Pre-Funded Warrants We are offering up to shares of our common stock, $0.0001 par value per share. We are also offering to each purchaser whose purchase of shares of our common stock in this offeringwould otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owningmore than 4.99% (or, at the election of the purchaser, 9.99%) of the outstanding shares of common stockimmediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses,pre-funded warrants to purchase shares of common stock, or the pre-funded warrants, in lieu of shares of commonstock. Each pre-funded warrant will be exercisable for one share of our common stock and will be immediatelyexercisableand will expire when exercised in full.The purchase price of each pre-funded warrant andaccompanying warrant will equal the price per share of common stock being sold to the public, minus $0.0001, andthe exercise price of each pre-funded warrant will be $0.0001 per share. For each pre-funded warrant that we sell,the number of shares of our common stock that we are offering will be decreased on a one-for-one basis. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “AMST.” We havenot applied, and do not intend to apply, to list the pre-funded warrants on The Nasdaq Capital Market. On January 3,2025, the last reported sale price of our common stock on the Nasdaq Capital Market was $4.65 per share. Thetrading price of our common stock has been, and may continue to be, subject to wide price fluctuations in responseto various factors, many of which are beyond our control, including those described in “Risk Factors.” OnNovember 26, 2024, we received a deficiency letter (the “Nasdaq Letter”) from the Listing QualificationsDepartment of Nasdaq notifying is that we are not in compliance with Nasdaq Listing Rule 5550(b)(1), whichrequires us to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq CapitalMarket (the “Stockholders’ Equity Requirement”), nor are we in compliance with either of the alternative listingstandards, either a market value of listed securities of at least $35 million or net income of $500,000 from continuingoperations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.Pursuant to the Nasdaq Letter, we have 45 calendar days from the date of the Nasdaq Letter, or until January 10,2025 to submit a plan to regain compliance and we intend to submit such a plan during this period. If it accepts theplan, Nasdaq can grant an extension of up to 180 calendar days from the date of the Nasdaq Letter to evidencecompliance. In the event the plan is not accepted by Nasdaq, or in the event the plan is accepted and the 180-day extension period is granted but we fail to regain compliance within such plan period, we would have the right to ahearing before an independent panel. The hearing request would stay any suspension or delisting action pending theconclusion of the hearing process and the expiration of any additional extension period granted by the panelfollowing the hearing. We intend to take all reasonable measures available to regain compliance under the NasdaqListing Rules and remain listed on Nasdaq. However, there can be no assurance that Nasdaq will grant our requestfor an extension or that we will ultimately regain compliance with all applicable requirements for continued listing. As of January 6, 2024, the aggregate market value of our outstanding common stock held by non-affiliateswas approximately $10,815,453 based on 2,792,440 outstanding shares of common stock, of which approximately2,116,527 shares are held by non-affiliates, and a per share price of $5.11 based upon the closing sale price of ourcommon stock on The Nasdaq Capital Market on December 20, 2024. During the 12 calendar month period thatends on, and includes, the date of this prospectus supplement (excluding this offering), we have not offered or soldany shares of our common stock. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sellsecurities registered on the registration statement, of which this prospectus supplement is a part, in a public primaryoffering with a value exceeding more than one-third of our public float in any 12 month period so long as our publicfloat remains below $75.0 million. Investing in our securities involves a high degree of risk. You should read the “Risk Factors’’ sectionbeginning on page S-10 of this prospectus supplement and page 5 of the accompanying prospectus and in thedocuments incorporated by reference in this prospectus supplement for a dis