The reverse stock split and $25 million non-public offering authorization signal that Amesite is actively managing its Nasdaq listing status and capital position. Monitor the December 10 vote outcome and any subsequent Board action on the reverse split ratio and capital raise terms, as these will determine near-term share price trajectory and dilution magnitude.
Price Chart
Executive Summary
Amesite Inc. filed its definitive proxy statement for the December 10, 2026 annual meeting, seeking shareholder approval for a reverse stock split (1-for-2 to 1-for-250) to regain Nasdaq compliance, authorization to issue up to $25 million in non-public offerings under Nasdaq Rule 5635(d), and advisory votes on executive compensation. The company reported a net loss of $3.1 million for FY2026, improving from a $6.6 million loss in FY2025, while CEO Ann Marie Sastry received $550,000 in total compensation for the third consecutive year. The proxy also discloses an April 2026 insider-led private placement raising approximately $600,000 from CEO Sastry and director George Parmer.
Key Facts
- Annual meeting scheduled for December 10, 2026, with record date of October 13, 2026; 6,549,851 shares outstanding
- Proposal 3: Reverse stock split at ratio of 1-for-2 to 1-for-250, to be effected at Board discretion within one year of approval, primarily to meet Nasdaq listing requirements
- Proposal 4: Authorization to issue securities in non-public offerings exceeding 19.99% of outstanding shares at below Nasdaq minimum price, for aggregate proceeds up to $25 million, within one year
- CEO Ann Marie Sastry total compensation: $550,000 (salary only, no bonus or equity) for FY2026, unchanged from FY2025
- Net loss improved to $3.1 million in FY2026 from $6.6 million in FY2025; total shareholder return on $100 investment fell from 90% to 44%
- April 2026 insider-led private placement: 418,118 shares, Series A-1 and A-2 warrants sold to CEO Sastry and director Parmer at $1.435 per unit, raising ~$600,000
- Prior auditor Turner, Stone & Company issued a going-concern opinion for FY2024; auditor changed to Novogradac & Company LLP in June 2025
- Board recommends FOR all proposals and 1 YEAR for frequency of say-on-pay votes
Financial Impact
Net loss of $3.1 million in FY2026 vs $6.6 million in FY2025; CEO compensation flat at $550,000; potential dilution from up to $25 million in non-public offerings
Risk Factors
- Reverse stock split may not restore Nasdaq compliance if share price remains volatile post-split
- Potential significant dilution from up to $25 million in non-public offerings at up to 80% discount to market
- CEO compensation remains high relative to company size and net losses, with no performance-based equity grants in FY2026
- Insider-led private placement at $1.435 per share may signal limited external investor appetite
Investment Themes
Documents Analyzed
This report is based on 4 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| DEF 14A Filing (Primary) | 0001213900-26-109433 |
| Document: 0001213900-26-109433-index-headers.html | 0001213900-26-109433 |
| Document: 0001213900-26-109433-index.html | 0001213900-26-109433 |
| Document: 0001213900-26-109433.txt | 0001213900-26-109433 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 14, 2026 12d ago | DEFA14A | $0.8825 | awaiting T+60 | — | $0.6180 (−29.97%) |
Oct 14, 2026 12d ago | DEF 14A | $0.8825 | awaiting T+60 | — | $0.6180 (−29.97%) |
Jun 3, 2026 20w ago | DEFA14A | $1.39 $1.06 | ▼ −23.74% | ▼ −25.62% | $0.6180 (−55.54%) |
May 29, 2026 21w ago | EFFECT | $1.41 $1.16 | ▲ +17.73% | ▲ +18.91% | $0.6180 (+56.17%) |
May 19, 2026 22w ago | 8-K | $1.73 $1.07 | ▼ −38.15% | ▼ −44.44% | $0.6180 (−64.28%) |
May 12, 2026 23w ago | S-1 | $0.8310 $1.05 | ▼ −26.35% | ▼ −21.92% | $0.6180 (+25.63%) |
Apr 28, 2026 25w ago | 424B5 | $0.9800 $0.9519 | ▲ +2.87% | ▲ +6.86% | $0.6180 (+36.94%) |
Apr 27, 2026 26w ago | Press Release | $1.05 $0.9802 | ▲ +6.65% | ▲ +11.42% | $0.6180 (+41.14%) |
Apr 27, 2026 26w ago | Press Release | $1.05 $0.9802 | ▼ −6.65% | ▼ −11.42% | $0.6180 (−41.14%) |
Apr 20, 2026 27w ago | S-1 | $1.30 $1.05 | ▲ +19.23% | ▲ +26.13% | $0.6180 (+52.46%) |
US Market Status
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