Form 8-K

8-K — Amesite Inc.

Accession: 0001213900-26-077666

Filed: 2026-07-13

Period: 2026-07-13

CIK: 0001807166

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Submission of Matters to a Vote of Security Holders

Item: Financial Statements and Exhibits

Documents

8-K — ea0297828-8k_amesite.htm (Primary)

EX-10.1 — FOURTH AMENDMENT TO AMESITE INC. 2018 EQUITY INCENTIVE PLAN (ea029782801ex10-1.htm)

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8-K — CURRENT REPORT

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2026-07-13

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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):

July 13, 2026

Amesite Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-39553

82-3431718

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

607 Shelby Street

Suite 700 PMB 214

Detroit, MI

48226

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (734) 876-8130

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:

☐ 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

Common Stock, par value $0.0001 per share

AMST

The Nasdaq Stock Market LLC

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 5.02. Departure

of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the Annual Meeting

(as defined below) of Amesite Inc. (the “Company”), stockholders approved an amendment to the Company’s 2018 Equity

Incentive Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under the 2018 Plan by 1,000,000

shares and (ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares

(the “Plan Amendment”).

The foregoing description

of the Plan Amendment is qualified in its entirety by reference to the text of the Plan Amendment, a copy of which is attached as Exhibit

10.1 to this Current Report on Form 8-K.

Item 5.07 Submission of Matters to a Vote

of Security Holders.

On July 13, 2026, the

Company held its annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders

considered and approved four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed

with the Securities and Exchange Commission on June 3, 2026.

Stockholders of record at the close of business

on May 22, 2026 (the “Record Date”) were entitled to notice of and one vote for each share of common stock held by such stockholder.

On the Record Date, there were 5,852,985 shares of common stock issued and outstanding, of which 2,321,797 shares of common stock were

represented at the Annual Meeting, or approximately 40% of the total outstanding shares of common stock on the Record Date, which was

sufficient to constitute a quorum pursuant to the Company’s Bylaws, and to transact business.

Set forth below are the final voting results for

each of the proposals:

Proposal 1

The stockholders elected

the following Class II directors to hold office for a full term of three years or until their successors are duly elected and qualified

based on the following votes:

Director

For

Withheld

Broker Non-Votes

Ann Marie Sastry, Ph.D.

1,287,736

205,505

828,556

Barbie Brewer

1,286,513

206,728

828,556

Proposal 2

The proposal to ratify

the appointment of Novogradac & Company LLP as the Company’s independent registered public accounting firm for the year ending

June 30, 2026 was approved based on the following votes:

For

Against

Abstentions

2,091,129

184,682

45,986

Proposal 3

The proposal to amend

the 2018 Plan to (i) increase the number of shares available for issuance under the 2018 Plan by 1,000,000 shares and (ii) increase the

number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 shares was approved based on the

following votes:

For

Against

Abstentions

1,148,268

335,287

9,686

Proposal 4

The proposal, in accordance

with Nasdaq Listing Rule 5635(d), of the issuance of an aggregate of 1,393,732 shares of common stock upon exercise of the Company’s

Series A-1 warrants and the issuance of an aggregate of 1,393,732 shares of common stock upon exercise of the Company’s Series A-2

warrants was approved based on the following votes:

For

Against

Abstentions

1,216,551

130,855

145,835

Item 9.01 Financial Statements and Exhibits

Exhibits

Exhibit No.

Description

10.1

Fourth Amendment to Amesite Inc. 2018 Equity Incentive Plan

104

Cover Page Interactive Data File (embedded within 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: July 13, 2026

By:

/s/ Ann Marie Sastry, Ph.D.

Ann Marie Sastry, Ph.D.

Chief Executive Officer

EX-10.1 — FOURTH AMENDMENT TO AMESITE INC. 2018 EQUITY INCENTIVE PLAN

EX-10.1

Filename: ea029782801ex10-1.htm · Sequence: 2

Exhibit 10.1

FOURTH AMENDMENT

AMESITE INC.

2018 EQUITY INCENTIVE PLAN

THIS FOURTH AMENDMENT TO AMESITE

INC. 2018 EQUITY INCENTIVE PLAN (this “Amendment”) of the Amesite Inc. 2018 Equity Incentive Plan (the “Plan”)

is made as of July 13, 2026, by the Board of Amesite Inc., a Delaware corporation (the “Company”) pursuant to Section

6.2 of the Plan. All terms used but not defined herein shall have the meaning set forth in the Plan.

RECITALS

WHEREAS, the Board

of Directors (the “Board”) may amend the Plan pursuant to Section 6.2 of the Plan, provided that no such action shall materially

impair the rights of a Participant under any award without such Participant’s consent (the “Amendment Conditions”);

WHEREAS, this Amendment

satisfies the Amendment Conditions; and

WHEREAS, this Amendment

has been submitted to the holders of the outstanding stock of the Company (the “Stockholders”) and such Stockholders

have approved the adoption of this Amendment.

AGREEMENT

NOW, THEREFORE, the Board hereby amends

the Plan as follows:

1. Section 1.5 of the Plan is hereby amended and restated as follows:

1.5 Shares and Cash Available.

Subject to adjustment as provided in Section 6.7 and to all other limits set forth in this Section 1.5, 2,940,398 Shares shall be

available for awards under this Plan, of such number of Shares, 2,940,398 may be issued upon the exercise of Incentive Stock Options.

The number of Shares that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of Shares

which become subject to outstanding options, outstanding Free-Standing SARs and outstanding Share Awards and delivered upon the settlement

of Performance Units. As of the first day of each calendar year beginning on or after January 1, 2021, the number of Shares available

for all awards under the Plan, other than Incentive Stock Options, shall automatically increase by a number equal to the least of (x)

5% of the number of Shares that are issued and outstanding as of such date, or (y) a lesser number of Shares determined by the Committee.

To the extent that Shares subject to an outstanding option, SAR, Share Award or other award granted under the Plan are not issued or delivered

by reason of (i) the expiration, termination, cancellation or forfeiture of such award (excluding Shares subject to an option cancelled

upon settlement in Shares of a related tandem SAR or Shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii)

the settlement of such award in cash, then such Shares shall again be available under this Plan, other than for grants of Incentive Stock

Options.

To the extent not prohibited by the

listing requirements of the Nasdaq Capital Market or any other stock exchange on which Shares are then traded or applicable laws, any

Shares covered by an award which are surrendered (i) in payment of the award exercise or purchase price (including pursuant to the “net

exercise” of an option pursuant to Section 2.1(c), or the “net settlement” or “net exercise” of a Share-settled

SAR pursuant to Section 2.2(c)) or (ii) in satisfaction of tax withholding obligations incident to the grant, exercise, vesting or settlement

of an award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant

to all awards under the Plan, unless otherwise determined by the Committee. Notwithstanding anything in this Section 1.5 to the contrary,

Shares subject to an award under this Plan may not be made available for issuance under this Plan if such shares are shares repurchased

on the open market with the proceeds of an option exercise.

Other than with respect to the Assumed

Options, the number of Shares for awards under this Plan shall not be reduced by (i) the number of Shares subject to Substitute Awards

or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with

the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject

to applicable stock exchange requirements).

Shares to be delivered under this Plan

shall be made available from authorized and unissued Shares, or authorized and issued Shares reacquired and held as treasury shares or

otherwise or a combination thereof.

2. Miscellaneous.

a. Amendments. Except

as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof

except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth

in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,”

“herein” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.

b. Severability. Each

provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be

invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the

operation of or affect those portions of this Amendment that are valid, enforceable and legal.

c. Governing Law. This

Amendment shall be governed in accordance with the laws of the State of Delaware.

[Signature Page Follows]

IN WITNESS WHEREOF,

the undersigned hereby adopts this Fourth Amendment to Amesite Inc. 2018 Equity Incentive Plan on July

13, 2026.

/s/ Ann Marie Sastry, Ph.D.

Ann Marie Sastry, Ph.D.

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