UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest
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| (Address of principal executive offices) | (Zip Code) |
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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:
| 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 14, 2024, the board of directors of Amesite, Inc. (the “Company”) adopted resolutions to amend the Company’s bylaws to provide that at each meeting of stockholders, except where otherwise provided by law, the presence in person, or by remote communication, if applicable, or represented by proxy of the holders of thirty-three and one-third percent of the outstanding shares of the Company’s voting stock shall constitute a quorum.
The foregoing description of the amendment of the Company’s bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment of the bylaws, which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Amendment to Bylaws | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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: May 14, 2024 | By: | /s/ Ann Marie Sastry, Ph.D. |
| Ann Marie Sastry, Ph.D. | ||
| Chief Executive Officer | ||
EXHIBIT 3.1
AMESITE, INC.
AMENDMENT TO BYLAWS
This Amendment to the Bylaws (the “Bylaws”) of Amesite, Inc., as adopted by the Board of Directors pursuant to Article X of said Bylaws, is effective as of the 10th day of May, 2024.
Article II, Section 2.8 of the Bylaws, entitled “Quorum”, be, and hereby is, deleted in its entirety and replaced with the following:
“2.8 QUORUM.
Unless otherwise provided by law, the certificate of incorporation or these bylaws, the holders of thirty-three and one-third percent in voting power of the stock issued and outstanding and entitled to vote, present in person, or by remote communication, if applicable, or represented by proxy, shall constitute a quorum for the transaction of business at all meetings of the stockholders. If, however, a quorum is not present or represented at any meeting of the stockholders, then either (i) the chairperson of the meeting or (ii) a majority in voting power of the stockholders entitled to vote at the meeting, present in person, or by remote communication, if applicable, or represented by proxy, shall have power to adjourn the meeting from time to time in the manner provided in Section 2.9 of these bylaws until a quorum is present or represented. At such adjourned meeting at which a quorum is present or represented, any business may be transacted that might have been transacted at the meeting as originally noticed.”
Cover |
May 14, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | May 14, 2024 |
| Current Fiscal Year End Date | --06-30 |
| Entity File Number | 001-39553 |
| Entity Registrant Name | Amesite Inc. |
| Entity Central Index Key | 0001807166 |
| Entity Tax Identification Number | 82-3431718 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 607 Shelby Street |
| Entity Address, Address Line Two | Suite 700 PMB 214 |
| Entity Address, City or Town | Detroit |
| Entity Address, State or Province | MI |
| Entity Address, Postal Zip Code | 48226 |
| City Area Code | (734) |
| Local Phone Number | 876-8130 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.0001 per share |
| Trading Symbol | AMST |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | true |
| Elected Not To Use the Extended Transition Period | false |