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): ~~March 2~~April 14, 2020

AMESITE INC.

(Name of registrant in its charter)

Delaware	000-55804	82-1433756
(State or jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)	~~Number)~~	Identification No.)

205 East Washington Street, Suite B

Ann Arbor, MI 48104

(Address of principal executive offices)

(650) 516-7633

(Registrant’s telephone number)

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))

Securities registered pursuant to Section 12(b) of the Act: None.

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.

~~Item~~As ~~5.02~~previously ~~Departure~~reported on ofa ~~Directors~~Current orReport ~~Certain~~on ~~Officers;~~Form ~~Election~~8-K offiled ~~Directors;~~with ~~Appointment~~the ofSecurities ~~Certain~~and ~~Officers;~~Exchange ~~Compensatory~~Commission ~~Arrangements~~(the of“SEC”), ~~Certain~~on ~~Officers~~December 26, 2019, Amesite Inc. (the “Company”), entered into registration rights agreements (the “Registration Rights Agreements”) with certain accredited investors (the “Investors”).

On ~~March~~ 9April 14, 2020, the ~~board~~holders of ~~directors~~a majority of ~~Amesite~~the ~~Inc.~~Registerable Securities (as defined in the Registration Rights Agreements) so registered (the “~~Company~~Majority Holders”) ~~appointed~~entered ~~Dr.~~into ~~Gilbert~~an ~~Omenn~~Amended asand aRestated ~~Class~~Registration ~~III~~Rights ~~member~~Agreement (the “A&R RRA”) which supersedes and replaces the Registration Rights Agreements. Pursuant to the terms of the ~~board~~A&R RRA, the holders of ~~directors~~Registerable Securities received “piggyback” registration rights. Pursuant to such rights, if the ~~effective~~Company ~~March~~registers 31any of its securities either for its own account or for the account of other security holders, ~~2020~~the Investors are entitled to include their shares of common stock in the registration, subject to ~~fill~~customary aqualifications ~~vacancy.~~and limitations.

~~Dr. Omenn~~The isfull ~~the~~text ~~Harold T. Shapiro Distinguished University Professor at the University of Michigan. Dr. Omenn brings decades of public-company board experience, including 27 years with Amgen, Inc, (NASDAQ: AMGN)~~ and ~~22 years with Rohm & Haas Company (acquired by Dow~~form ~~Chemical Co. in 2009). He was Dean~~ of the ~~University of Washington School of Public Health~~ A&R ~~Community~~RRA ~~Medicine~~is ~~(1982-1997) and~~attached ~~then~~hereto ~~Executive~~as ~~Vice~~Exhibit ~~President for Medical Affairs at the University of Michigan and CEO of the UM Health System (1997-2002)~~10. ~~In addition~~1, ~~he was a White House Fellow at the Atomic Energy Commission (1973-1974), Associate Director of the White House Office of Science & Technology Policy~~ and ~~the~~is ~~Office~~hereby ofincorporated ~~Management~~by and Budget (1977-1981), on the advisory council for the AAAS “Project 2061: Science for all Americans” (1986-1996), chair of the Presidential/Congressional Commission on Risk Assessment & Risk Management (1994-1997), President of the American Association for the Advancement of Science (AAAS, 2006), member of the Scientific Management Review Board for the NIH (2012-2014), member of the Council of the National Academy of Medicine (NAM, 2015-2017), and currently a member of the Policy & Global Affairs Committee of the National Academiesreference.

~~On March~~Item ~~2, 2020, Edward Frank resigned from his role as a Class III member of the board of directors of the Company, effective March 31, 2020~~9. ~~Mr.~~01 ~~Frank’s~~Financial ~~resignation~~Statements isand ~~not based on any disagreement with the Company on any matter relating to the Company's operations, policies, or practices~~Exhibits.

~~Item~~(d) ~~8.01 Other Events.~~Exhibits

On March 9, 2020 the Company issued a press release announcing the appointment of Dr. Omenn. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Exhibit No.		Description
10.1		Form of Amended and Restated Registration Rights Agreement, dated April 14, 2020

~~The information in this Item 8.01 and Exhibit 99.~~1 of this Current Report on Form 8-K is furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The information in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Current Report, regardless of any general incorporation language in any such filing.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURES

~~(d)~~Pursuant ~~Exhibits~~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.

Exhibit No.		Description
	AMESITE INC.
99.1		Press Release, dated March 9, 2020
Date: April 20, 2020	By:	/s/ Ann Marie Sastry, Ph.D
		Ann Marie Sastry, Ph.D Chief Executive Officer

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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: March 10, 2020	By:	/s/ Ann Marie Sastry, Ph.D
		Ann Marie Sastry, Ph.D Chief Executive Officer

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