Amesite Inc.

S-11 ea0286912-s1_amesite.htm REGISTRATION STATEMENT

As filed with the Securities and Exchange Commission on April 20, 2026

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AMESITE INC.

(Exact name of registrant as specified in its charter)

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

(734) 876-8141

(Address, including zip code and telephone number, including area code of registrant’s principal executive offices)

Anne Marie Sastry, Ph.D.

Chief Executive Officer

607 Shelby Street, Suite 700 PMB 214

Detroit, MI 48226

(734) 876-8141

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Approximate date of commencement of proposed sale to the public:

As soon as practicable after the date this registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 to Section 7(a)(2)(B) of the Securities Act. ☐

The information contained in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

2,777,778 Shares of Common Stock

and accompanying Warrants to purchase up 2,777,778 Shares of Common Stock

2,777,778 Shares of Common Stock Underlying such Warrants

Pre-Funded Warrants to purchase up to 2,777,778 Shares of Common Stock

2,777,778 Shares of Common Stock Underlying such Pre-Funded Warrants

We are offering 2,777,778 shares of our common stock, par value $0.0001 per share, together with accompanying warrants to purchase up to 2,777,778 shares of common stock at an assumed combined public offering price of $1.80 per share and accompanying warrant, the last reported sale price of our common stock as reported on The Nasdaq Capital Market on April 15, 2026. Each warrant will have an exercise price of $1.80 per share (based on an assumed combined public offering price of $1.80 per share and accompanying warrant, the last reported sale price of our common stock as reported on The Nasdaq Capital Market on April 15, 2026), will be exercisable immediately and will expire on the 5-year anniversary of the initial exercise date. The shares of our common stock and the warrants are immediately separable and will be issued separately, but they will be purchased together in this offering. The actual public offering price per share of common stock will be determined between us and the underwriters at the time of pricing and may be at a discount to this assumed offering price. Therefore, the assumed public offering price used throughout this prospectus may not be indicative of the final offering price.

We are also offering to each purchaser whose purchase of common stock in this offering would otherwise result in the purchaser, together with its affiliates and certain related parties, beneficially owning more than 4.99% (or, at the election of the holder, 9.99%) of our outstanding common stock immediately following the consummation of this offering, the opportunity to purchase, if the purchaser so chooses, pre-funded warrants to purchase shares of common stock and the accompanying warrant, in lieu of common stock and the accompanying warrant. The purchase price of each pre-funded warrant is equal to the price per common stock and the accompanying warrant being sold to the public in this offering, minus $0.001. The pre-funded warrants will be immediately exercisable and may be exercised at any time until all of the pre-funded warrants are exercised in full. For each pre-funded warrant we sell, the number of shares of 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 under the symbol “AMST”. There is no established trading market for the pre-funded warrants or warrants and we do not intend to list the pre-funded warrants or warrants on any securities exchange or nationally recognized trading system. On April 15, 2026, the last reported sales price of our common stock was $1.80 per share.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such, have elected to comply with certain reduced public company reporting requirements.

You should read this prospectus, together with the additional information described under the headings “Where You Can Find More Information” and “Incorporation of Documents by Reference,” carefully before you invest in any of our securities.

Investing in our common stock is highly speculative and involves a high degree of risk. See “Risk Factors” beginning on page 6 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

We have granted a 30-day option to the representative of the underwriters to purchase up to 416,667 additional shares of common stock and/or pre-funded warrants to purchase up to 416,667 shares of common stock and/or warrants to purchase up to 416,667 shares of common stock solely to cover over-allotments, if any.

The underwriters expect to deliver the securities to purchasers on or about , 2026.

The date of this prospectus is , 2026

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