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): October 28 30, 2025

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) 876-8141

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 37.01 ~~Notice~~Regulation ofFD ~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Disclosure.

On October 28 30, 2025, Amesite Inc. ~~(“Amesite”~~ ~~or “~~(the “Company”) ~~received~~issued a ~~deficiency~~press ~~letter~~release ~~(the~~announcing ~~“Nasdaq Letter”) from~~ the ~~Listing~~release ~~Qualifications Department~~ of ~~The~~a ~~Nasdaq~~shareholder ~~Stock~~update ~~Market~~video. ~~LLC~~A ~~(“Nasdaq”) notifying the Company that it is not in compliance with Nasdaq Listing~~copy ~~Rule~~of ~~5550(b)(1), which requires~~ the ~~Company~~press torelease ~~maintain~~and a ~~minimum~~copy of ~~$2,500,000 in stockholders’ equity for continued listing on~~ the ~~Nasdaq~~transcript ~~Capital Market (the “Stockholders’ Equity Requirement”), nor is it in compliance with either~~ of the ~~alternative listing~~shareholder ~~standards,~~update ~~either~~video aare ~~market~~furnished ~~value~~as ofExhibits ~~listed~~99.1 ~~securities~~and ~~of at least $35 million or net income of $500~~99.2,~~000~~ ~~from continuing operations~~respectively, into ~~the~~this ~~most~~Current ~~recently~~Report ~~completed~~on ~~fiscal~~Form ~~year,~~8-K orand inincorporated ~~two~~by ofreference ~~the three most recently completed fiscal years~~herein.

~~Pursuant~~The ~~to the Nasdaq Letter,~~information ~~the~~in ~~Company~~this ~~has~~Item 457.01 ~~calendar~~and ~~days~~Exhibit ~~from~~99.1 ~~the date~~ of ~~the~~this ~~Nasdaq~~Current ~~Letter~~Report toon ~~submit~~Form a8-K ~~plan~~is tofurnished ~~regain compliance~~ and ~~the~~shall ~~Company~~not ~~intends~~be deemed to ~~submit such~~be a“filed” ~~plan~~for the ~~during~~purposes ~~this~~of ~~period.~~Section If18 itof ~~accepts~~ the ~~plan,~~Securities ~~Nasdaq~~Exchange ~~can~~Act ~~grant~~of an1934, ~~extension~~as ofamended up(the to“Exchange ~~180~~Act”), ~~calendar~~or ~~days~~otherwise ~~from~~subject to the ~~date~~liabilities of ~~the Nasdaq~~that ~~Letter to evidence compliance~~section. InThe ~~the~~information ~~event~~in ~~the~~this ~~plan~~Item is7.01 ~~not~~and ~~accepted~~Exhibit by99.1 ~~Nasdaq,~~and orExhibit in99.2 ~~the~~of ~~event~~this ~~the~~Current ~~plan~~Report ison ~~accepted~~Form ~~and the 180~~8-~~day~~K ~~extension~~shall ~~period~~not ~~granted~~be ~~but~~incorporated ~~the~~by ~~Company~~reference ~~fails~~into toany ~~regain~~filing ~~compliance~~under ~~within~~the ~~such~~Securities ~~plan~~Act ~~period~~of 1933, ~~the~~as ~~Company~~amended, ~~would~~or ~~have~~ the ~~right~~Exchange toAct, awhether ~~hearing~~made before ~~an independent panel. The hearing request would stay any suspension~~ or ~~delisting~~after ~~action pending~~ the ~~conclusion~~date of ~~the~~this ~~hearing~~Current ~~process and~~Report, ~~the~~regardless ~~expiration~~ of any ~~additional~~general ~~extension~~incorporation ~~period~~language ~~granted~~in byany ~~the~~such ~~panel following the hearing~~filing.

~~The~~Item ~~Company~~9.01 ~~intends~~Financial toStatements ~~take all reasonable measures available to regain compliance under the Nasdaq Listing Rules~~ and ~~remain listed on Nasdaq~~Exhibits. However, there can be no assurance that Nasdaq will grant the Company’s request for an extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing.

~~Neither~~(d) the Nasdaq Letter nor the Company’s noncompliance have an immediate effect on the listing or trading of the Company’s common shares, which will continue to trade on the Nasdaq Capital Market under the symbol “AMST”.Exhibits

Forward Looking Statements

Exhibit No.		Description
99.1		Press Release dated October 30, 2025
99.2		Transcript of Shareholder Update Video Released on October 30, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~This Current Report on Form 8~~-~~K contains express or implied forward~~1-looking statements within the meaning provided in the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, the Company is using forward-looking statements when it discusses its potentially regaining compliance with Nasdaq’s continued listing requirements, and the timing and effect thereof. The inclusion of forward-looking statements should not be regarded as a representation by the Company that any of these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties inherent in the Company’s business, including those described in the Company’s other filings with the Securities Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This caution is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

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: October 29, 2025	By:	/s/ Ann Marie Sastry, Ph.D.
Date: October 30, 2025	By:	/s/ Ann Marie Sastry, Ph.D.
	Name:	Ann Marie Sastry, Ph.D.
	Title:	Chief Executive Officer

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