UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): June 8, 2018
AMESITE INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-55804 | 82-1433756 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
205 East Washington Street
Suite B
Ann Arbor, MI 48104
(Address of Principal Executive Offices)
(650) 516-7633
(Registrant’s telephone number, including area code)
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 Instructions A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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 1.01 Entry into a Material Definitive Agreement.
On June 8, 2018, Amesite Inc. (the “Company” or “our”) entered into subscription agreements (the “Subscription Agreements”) and registration rights agreements (the “Registration Rights Agreements”) with several accredited investors (each an “Investor”) in connection with the Company’s issuance and sale of a total of 794,493 shares of the Company’s common stock, par value $0.0001 per share (the “Shares”). These shares were issued in a final closing (the “Final Closing”) of the Company’s private placement financing (the “Private Placement”) at a purchase price of $1.50 per share. The previous closing of the Private Placement was previously reported by the Company on its Current Report on Form 8-K filed with the Securities and Exchange Commission on May 2, 2018 (the “Initial Close 8-K”). As of the date of this Current Report on Form 8-K, the Company has raised a total of approximately $4.4 million in connection with all closings of the Private Placement.
The sale of Shares pursuant to the Subscription Agreements and the agreement to register the Shares following the Final Closing pursuant to the Registration Rights Agreements were completed on substantially the same terms as the subscription agreements and the registration rights agreements in the previous closing of the Private Placement. Descriptions of the Subscription Agreements and the Registration Rights Agreement are available in the Company’s Initial Close 8-K, which are incorporated by reference herein.
As of the date of this Current Report on Form 8-K, the placement agent has received an aggregate of $438,171.75 in cash placement fees and receives warrants to purchase an aggregate of 292,114 shares of our common stock (the “Warrants”) in connection with all closings of the Private Placement. The Warrants have an exercise price of $1.50 per share and have been issued on the same terms in all closings of the Private Placement.
The offer and sale of the Shares and issuance of the Warrants to the Placement Agents in the Final Closing of the Private Placement were exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended or Rule 506 of Regulation D promulgated by the SEC. The Final Closing was conducted on a “reasonable best efforts” basis.
The foregoing summaries of the material terms of the Subscription Agreements, the Registration Rights Agreements and the Warrants are not complete and are qualified in their entirety by reference to the full text thereof and the Initial Close 8-K; each of these documents is incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The information regarding the Final Closing and the Private Placement set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.
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Item 7.01 Regulation FD Disclosure.
On June 13, 2018, the Company issued a press release announcing the Final Closing. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in the press release attached as Exhibit 99.1 hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed 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 filing.
Item 9.01 Financial Statements and Exhibits.
(d) The following exhibits are being filed herewith:
~ Incorporated by reference to Exhibit 4.1 in Amesite Inc.’s
Current Report on Form 8-K filed on May 2, 2018.
% Incorporated by reference to Exhibit 4.2 in Amesite Inc.’s Current Report on Form 8-K filed on May 2, 2018.
^ Incorporated by reference to Exhibit 10.3 in Amesite Inc.’s Current Report on Form 8-K filed on May 2, 2018.
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SIGNATURE
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: | June 14, 2018 | By: | /s/ Ann Marie Sastry |
| Name: | Ann Marie Sastry, Ph.D. | ||
| Title: | Chief Executive Officer | ||
| 3 |
Exhibit 99.1
Amesite Inc. completes Alternative Public Offering and raises $5.5 Million
- Company is Developing an AI Powered Online Platform for Colleges and Universities -
ANN ARBOR, Mich.-June 14, 2018—Amesite Inc. (the “Company”), a development stage artificial intelligence software company targeting the college course market, today announced the closing of a $5.5 million private placement financing, including approximately $1 million from insiders, and the completion of a reverse merger transaction with Lola One Acquisition Corporation (“Lola One”). Following the reverse merger transaction, the Company changed its name from Lola One to Amesite, Inc.
Net proceeds from the transaction will be used to accelerate product development and other general corporate purposes, including working capital and capital expenditures.
Following the completion of the reverse merger transaction, the Company’s board of directors is comprised of five members: Ann Marie Sastry, Ph.D., J. Michael Losh, Edward H. Frank, Ph.D., Richard Ogawa and Anthony M. Barkett.
Commenting on the announcement, the Company’s CEO, Dr. Ann Marie Sastry, stated, “With this financing, we will be able to accelerate the development and commercialization of our online learning solutions for colleges, universities, faculty and students. Utilizing machine learning and artificial intelligence technologies, we plan to offer and deliver cost effective cloud-based digital versions of lower level courses that will greatly enhance and improve the learning experience of students."
Laidlaw & Company (UK) Ltd., acted as the exclusive placement agent for the offering. Laidlaw’s Head of Capital Markets Jim Ahern commented, “Laidlaw is delighted to have acted as the exclusive placement agent on this financing for Amesite. It has been a true pleasure working with Dr. Sastry throughout this process, we look forward to future milestones and inflection points.” The financing also included an investment from Montrose Capital Partners.
The offering was exempt from registration under Section 4(a)(2) of the United States Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated by the U.S. Securities and Exchange Commission (“SEC”) thereunder. The Common Stock in the offering was sold to “accredited investors,” as defined in Regulation D.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction.
About Amesite Inc.
Amesite is a high tech artificial intelligence software company creating a cloud-based platform for college and university courses to be cost-effectively and conveniently delivered to learners online and in hybrid online / on campus formats. Amesite uses artificial intelligence to provide customized environments for learners, easier-to-manage interfaces for instructors, and greater accessibility for college degree seekers in the US education market and beyond. The Company leverages existing college infrastructures, adding mass customization and cutting-edge technology to provide cost-effective, accessible, scalable and improved learning experiences to students. Founded in 2017, Amesite is based in Ann Arbor, Michigan. For more information, visit https://amesite.com.
Forward Looking Statements
This communication contains forward-looking statements (including within the meaning of Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended) concerning the Company, the merger and financing transaction, use of proceeds, the Company’s planned online machine learning platform, 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.
Contact:
The Del Mar Consulting Group, Inc.
Robert B. Prag, President
858-794-9500
bprag@delmarconsulting.com