Amesite Inc. (NASDAQ:AMST), developer of the AI‑native NurseMagic™ platform and EMR for non‑acute care, today announced that it has entered into definitive agreements for the purchase and sale of 696,866 shares of its common stock, at a purchase price of $1.435 per share in a registered direct offering priced at-the-market under Nasdaq rules. In addition, the Company has agreed to issue to the investor unregistered Series A-1 warrants to purchase up to 696,866 shares of common stock and unregistered Series A-2 warrants to purchase up to 696,866 shares of common stock. The warrants will have an exercise price of $1.435 per share and will be exercisable beginning on the effective date of stockholder approval for the issuance of the shares issuable upon exercise of the warrants. The Series A-1 warrants will expire five years after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval and the Series A-2 warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval.

Concurrently with the registered direct offering, in a private placement priced at-the-market under Nasdaq rules, the Company entered into definitive agreements with the investors for the purchase and sale of 696,866 shares of common stock (or pre-funded warrants in lieu thereof), Series A-1 warrants to purchase up to 696,866 shares of the Company's common stock and Series A-2 warrants to purchase up to 696,866 shares of the Company's common stock at a purchase price of $1.435 per share (or pre-funded warrant in lieu thereof) and accompanying warrants. The warrants to be issued in the private placement will have an exercise price of $1.435 per share and will be exercisable beginning on the effective date of stockholder approval for the issuance of the shares issuable upon exercise of the warrants. The Series A-1 warrants will expire five years after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval and the Series A-2 warrants will expire eighteen months after the later of (i) effective date of the Resale Registration Statement (as defined below) and (ii) the date of stockholder approval.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offerings.

The offerings are expected to close on or about April 28, 2026, subject to satisfaction of customary closing conditions. The aggregate gross proceeds to the Company from the offerings are expected to be approximately $2 million, before deducting the placement agent's fees and other offering expenses payable by the Company. The potential additional gross proceeds to the Company from the warrants, if fully exercised on a cash basis, will be approximately $4 million. No assurance can be given that any of such warrants will be exercised. The Company intends to use the net proceeds from the offerings for general corporate purposes, including working capital.