Amesite Inc.
For the period ended Dec 10, 2026. Filed Oct 14, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Dec 10, 2026 · Filed Oct 14, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant☒
Filed by a party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
Amesite Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
607 Shelby Street, Suite 700 PMB 214
Detroit, Michigan 48226
October 14, 2026
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on December 10, 2026
Dear Stockholder:
We are pleased to invite you to attend the annual meeting of stockholders (the “Annual Meeting”) of Amesite Inc. (the “Company”), which will be held on December 10, 2026 at 10:00 a.m. Eastern Time. The Annual Meeting will be held virtually at www.virtualshareholdermeeting.com/AMST2027.
In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting. Further details regarding the virtual meeting are included in the accompanying proxy statement. At the Annual Meeting, the holders of our outstanding common stock will act on the following matters:
| 1. | Election of two Class III Directors to hold office for a full term of three years or until successors are duly elected and qualified; |
| 2. | Ratification of the appointment of Novogradac & Company LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2027; |
| 3. | Approval of an amendment to the Company’s Certificate of Incorporation, at the discretion of the Board, to effect a reverse stock split with respect to the Company’s issued and outstanding common stock, at a ratio of 1-for-2 to 1-for-250, with the ratio to be determined at the discretion of the Board, and to effect the reverse stock split within one year after the date of approval; |
| 4. | Approval, for purposes of Nasdaq Listing Rule 5635(d), of the issuance of securities in one or more non-public offerings where such issuance exceeds 19.99% of outstanding shares at less than the Nasdaq minimum price, within one year after the date of approval, subject to certain limitations, for aggregate proceeds of up to $25 million; and |
| 5. | Approval, on an advisory basis, of the compensation of the Company’s named executive officers; |
| 6. | To indicate, on an advisory basis, the preferred frequency of holding future advisory votes on the compensation of the Company’s named executive officers; and |
| 7. | To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof. |
Our board of directors has fixed October 13, 2026 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the meeting.
We are distributing our proxy materials to certain stockholders via the Internet under the U.S. Securities and Exchange Commission “Notice and Access” rules. We believe this approach allows us to provide stockholders with a timely and convenient way to receive proxy materials and vote, while lowering the costs of delivery and reducing the environmental impact of our Annual Meeting. We are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”) beginning on or about October 14, 2026, rather than a paper copy of the Proxy Statement, the proxy card and our annual report on Form 10-K for the fiscal year ended June 30, 2026. The Notice of Internet Availability contains instructions on how to access the proxy materials, vote and obtain, if desired, a paper copy of the proxy materials.
IF YOU PLAN TO ATTEND:
To be admitted to the Annual Meeting, which is being held virtually, you must have your control number available and follow the instructions found on your proxy card or voting instruction form. You may vote during the Annual Meeting by following the instructions available on the meeting website during the meeting. Please allow sufficient time before the Annual Meeting to complete the online check-in process. As an alternative to voting during the Annual Meeting, you may vote via the proxy card that is mailed to those that request paper copies of the Proxy Statement and the other proxy materials. If your shares are held in the name of a broker, trust, bank or other nominee, and you receive these materials through your broker or through another intermediary, please complete and return the materials in accordance with the instructions provided to you by such broker or other intermediary or contact your broker directly in order to obtain a proxy issued to you by your nominee holder to attend the Annual Meeting and vote during the Annual Meeting. Failure to do so may result in your shares not being eligible to be voted by proxy during the Annual Meeting. Your vote is very important.
| BY ORDER OF THE BOARD OF DIRECTORS | |
| October 14, 2026 | /s/ Ann Marie Sastry, Ph.D. |
|---|---|
| Ann Marie Sastry, Ph.D. Chairman of the Board of Directors |
Whether or not you expect to attend the virtual Annual Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 10, 2026:
Our official Notice of Annual Meeting of Stockholders, Proxy Statement, Form of Proxy Card and
2026 Annual Report to Stockholders are available at:
www.proxyvote.com
607 Shelby Street, Suite 700 PMB 214
Detroit, Michigan 48226
PROXY STATEMENT FOR THE
ANNUAL MEETING OF STOCKHOLDERS
To be held on December 10, 2026
The board of directors of Amesite Inc. (“Amesite” or the “Company”) is soliciting your proxy to vote at the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on December 10, 2026, at 10:00 a.m. Eastern Time, in a virtual format online by accessing www.virtualshareholdermeeting.com/AMST2027, and at any adjournment thereof.
This proxy statement contains information relating to the Annual Meeting. This year’s Annual Meeting of stockholders will be held as a virtual meeting. Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will be able to attend and participate in the Annual Meeting online via a live webcast by visitingwww.virtualshareholdermeeting.com/AMST2027. In addition to voting by submitting your proxy prior to the Annual Meeting, you also will be able to vote your shares electronically during the Annual Meeting.
The Notice of Internet Availability of Proxy Materials, proxy statement and form of proxy are being distributed and made available on the internet on or about October 14, 2026 to all stockholders of record entitled to vote at the Annual Meeting. Only stockholders who owned our common stock on October 13, 2026 are entitled to vote at the Annual Meeting.
TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THIS PROXY STATEMENT AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 8 |
| PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 19 |
| PROPOSAL 3: REVERSE STOCK SPLIT | 21 |
| PROPOSAL 4: AUTHORIZATION TO ISSUE SECURITIES IN NON-PUBLIC OFFERINGS | 23 |
| PROPOSAL 5: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION | 24 |
| PROPOSAL 6: ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON EXECUTIVE COMPENSATION | 25 |
| AUDIT COMMITTEE REPORT | 26 |
| EXECUTIVE OFFICERS | 27 |
| EXECUTIVE COMPENSATION | 28 |
| EQUITY COMPENSATION PLAN INFORMATION | 32 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 33 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 34 |
| OTHER MATTERS | 35 |
| STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING | 35 |
| STOCKHOLDER RECOMMENDATIONS FOR NOMINATIONS TO THE BOARD | 36 |
| HOUSEHOLDING | 37 |
| APPENDIX A - CERTIFICATE OF AMENDMENT TO CERTIFICATE OF INCORPORATION | A-1 |
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