Form 8-K - Current report

 

 

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): November 20, 2024

 

Amesite Inc.

(Exact name of registrant as specified in its charter)

 

Delaware		001-39553		82-3431717
(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: [phone]

 

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.

 

On November 20, 2024, the board of directors (the “Board”) of Amesite Inc. (the “Company”) authorized and approved the appointment of Sarah Berman as Principal Financial and Accounting Officer of the Company effective December 15, 2024. In connection with Ms. Berman’s appointment, the Board determined not to renew the engagement of Sherlyn W. Farrell, who previously served as the Company’s Chief Financial Officer since December 15, 2022.

 

On November 20, 2024, the Company entered into a CFO Agreement with Ms. Berman (the “Berman CFO Agreement”), a copy of which is filed as Exhibit 10.1 hereto. Pursuant to the Berman CFO Agreement, Ms. Berman shall serve as the Principal Financial and Accounting Officer of the Company for a term of one year commencing on December 15, 2024 at a fixed monthly fee of $4,000. There are no family relationships between Ms. Berman and any other director or officer of the Company. Ms. Berman has not engaged in any transactions described in Item 404(a) of Regulation S-K. The foregoing description of the Berman CFO Agreement is not complete and is qualified in its entirety by reference to the full text of the Berman CFO Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

 

Set forth below is the biographical information of Ms. Berman, as required by Item 401 of Regulation S-K.

 

Ms. Berman is a Certified Public Accountant and has extensive experience in accounting, auditing and record-keeping for public and private companies. In June 2019, Ms. Berman founded Better Books Consulting (“Better Books”), an accounting advisory firm. Prior to Better Books, Ms. Berman served as Senior Accountant at Big Red’s Equipment from January 2018 through June 2019. Ms. Berman also previously served as Senior Audit Manager at Turner, Stone & Company, L.L.P. (“Turner Stone”) from 2015 through 2017. She also previously served as Audit Manager at Turner Stone from 2012 through 2015 and as a member of the Audit Staff from 2008 through 2011.

 

Item 9.01  Financial Statements and Exhibits

 

Exhibits

 

Exhibit No.		Description
10.1		Berman CFO Agreement
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

 

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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: November 26, 2024	By:	/s/ Ann Marie Sastry, Ph.D.
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer

 

 

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Exhibit 10.1

 

PFAO AGREEMENT

 

This AGREEMENT dated as of November 18, 2024 (this “Agreement”), between Amesite, Inc. a Delaware corporation (the “Company”), and Sarah Berman (the “ Principal Financial and Accounting Officer” (PFAO)).

 

WHEREAS, the Board of Directors of the Company desires to engage PFAO to provide professional services, upon the terms and subject to the conditions hereinafter set forth; and

 

WHEREAS, the PFAO has agreed to provide such professional services, upon the terms and subject to the conditions hereinafter set forth;

 

NOW, THEREFORE, in consideration of the above premises and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the parties hereto agree as follows:

 

1.

Independent PFAO. The Company, through the action of its Board of Directors, hereby engages the PFAO, and the PFAO will serve the Company, as a PFAO. During the term of this Agreement, the PFAO will serve as the non-employee Principal Financial and Accounting Officer of the Company on a part-time basis. The Company confirms that the PFAO has been duly appointed as the PFAO of the Company effective as of December 15, 2024 and will remain as an executive officer of the Company during the term of this Agreement.

 

2.

Duties, Term, and Compensation. The PFAO’s duties, term of engagement, compensation and provisions for payment thereof are detailed in the attached Exhibit A, which may be amended in writing from time to time by the PFAO and agreed to by the Company, and which collectively are hereby incorporated by reference.

 

3.

Expenses. During the term of this Agreement, the PFAO shall invoice, and the Company shall reimburse the PFAO for all reasonable and approved out-of-pocket expenses which are incurred in connection with the performance of the duties hereunder.

 

4.

Confidentiality. The PFAO acknowledges that during the engagement she will have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Company and/or used by the Company in connection with the operation of its business including, without limitation, the Company’s business and product processes, methods, customer lists, accounts and procedures. The PFAO agrees that she will not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Company. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Company, whether prepared by the PFAO or otherwise coming into her possession, shall remain the exclusive property of the Company. The PFAO shall not retain any copies of the foregoing without the Company’s prior written permission. Upon the expiration or earlier termination of this Agreement, or whenever requested by the Company, the PFAO shall immediately deliver to the Company all such files, records, documents, specifications, information, and other items in her possession or under her control.

 

5.

Conflicts of Interest; Non-hire Provision. The PFAO represents that she is free to enter into this Agreement, and that this engagement does not violate the terms of any agreement between the PFAO and any third party. Further, the PFAO, in rendering her duties shall not utilize any invention, discovery, development, improvement, innovation, or trade secret in which she does not have a proprietary interest. During the term of this Agreement, the PFAO shall devote as much of her productive time, energy and abilities to the performance of her duties hereunder as is necessary to perform the required duties in a timely and productive manner. The Company acknowledges that this Agreement only obligates the PFAO to serve a limited percent of her working time with the Company. The PFAO is expressly free to perform services for other parties while performing services for the Company.

 

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6.

Indemnification and D&O Insurance: The Company agrees to defend, indemnify (including, without limitation, by providing for the advancement of expenses and reasonable attorneys’ fees) and hold harmless the PFAO for any and all acts taken or omitted to be taken by the PFAO hereunder (except for bad faith, gross negligence or willful misconduct) as if the PFAO was an officer of the Company as provided in the charter and bylaws of the Company in accordance with the same terms, conditions, limitations, standards, duties, rights and obligations as an officer. The provisions of this Section shall survive any termination of this Agreement. In addition, the Company shall maintain in effect liability insurance coverage for the PFAO with respect to her service under this Agreement, on the same terms and conditions as under the liability insurance policies of the Company for its Officers, in effect as of the date of this Agreement.

 

7.

Merger. This Agreement will automatically terminate upon the merger or consolidation of the Company into or with any other entity.

 

8.

Termination. Either party may terminate this Agreement at any time by thirty (30) days’ written notice by either party.

 

9.

Independent PFAO. This Agreement shall not render the PFAO an employee, partner, agent of, or joint venturer with the Company for any purpose. The PFAO is and will remain an independent PFAO in her relationship to the Company. The Company shall not be responsible for withholding taxes with respect to the PFAO’s compensation hereunder. The PFAO shall have no claim against the Company hereunder or otherwise for vacation pay, sick leave, retirement benefits, social security, worker’s compensation, health or disability benefits, unemployment insurance benefits, or employee benefits of any kind.

 

10.

Successors and Assigns. All of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

 

11.

Choice of Law. The laws of the state of New York shall govern the validity of this Agreement, the construction of its terms and the interpretation of the rights and duties of the parties hereto.

 

12.

Headings. Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

 

13.

Waiver. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

 

14.

Assignment. The PFAO shall not assign any of her rights under this Agreement, or delegate the performance of any of her duties hereunder, without the prior written consent of the Company.

 

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15.

Notices. Any and all notices, demands, or other communications required or desired to be given hereunder by any party shall be in writing and shall be validly given or made to another party if personally served, or if deposited in the United States mail, certified or registered, postage prepaid, return receipt requested. If such notice or demand is served personally, notice shall be deemed constructively made at the time of such personal service. If such notice, demand or other communication is given by mail, such notice shall be conclusively deemed given five days after deposit thereof in the United States mail addressed to the party to whom such notice, demand or other communication is to be given as follows:

 

If to the PFAO:	Sarah Berman, C.P.A.
	[_________________]
	[_________________]
If to the Company:	Amesite, Inc.
	607 Shelby Street
	Suite 700, PMB 214
	Detroit, MI 48226

 

Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

 

16.

Modification or Amendment. No amendment, change or modification of this Agreement shall be valid unless in writing signed by the parties hereto.

 

17.

Entire Understanding. This document and any exhibit attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

 

18.

Unenforceability of Provisions. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

 

IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be as effective as if originals.

 

Amesite, Inc.

Sarah Berman, C.P.A.

 

By:	/s/ Ann Marie Sastry		By:	/s/ Sarah Berman
Date:	November 20, 2024		Date:	November 20, 2024
Its:

 

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EXHIBIT A:

 

DUTIES, TERM, AND COMPENSATION

 

DUTIES:

The PFAO will perform on a part time basis the duties typically required of a Principal Financial and Accounting Officer, including, but not limited to accounting oversight, overseeing the preparation of quarterly and annual financial statements to be filed with the SEC, overseeing equity holdings issued by the Company, overseeing the financial filings required on Forms 8-K, 10-Q and 10-K and such other filings as may be required and in coordination with Turner, Stone & Company, L.L.P., Amesite’s independent public accountants with respect to quarterly reviews and annual audits.

 

PFAO will report directly to the CEO and to any other party designated by the CEO in connection with the performance of the duties under this Agreement and shall fulfill any other duties reasonably requested by the Company and agreed to by the PFAO.

 

The PFAO will not be obligated to be a signatory over any bank, brokerage and/or other financial institution account and shall not be responsible for the custody of funds. Any access to any banking or financial institution will be strictly limited to a viewing capacity only and the Company will grant PFAO and/or PFAO’s designee, or designee of firms providing accounting services.

 

The PFAO’s work is strictly limited to the review of the payroll service reports as provided by Amesite’s payroll service. At no time shall the PFAO assume the responsibility for the management of its payroll services, nor shall the PFAO assume any responsibility for management’s responsibility for the payment of any payroll taxes and the Company, its officers and directors shall indemnify the PFAO for any failure by the Company to provide its payroll service or tax authority with sufficient funds to pay any and all payroll taxes.

 

TERM:

This engagement shall commence upon execution of this Agreement and shall continue in full force and effect for a period of one (1) year. The Agreement may only be extended thereafter by mutual agreement, unless terminated earlier by operation of and in accordance with this Agreement.

 

COMPENSATION:

 

As compensation for the services rendered pursuant to this Agreement, Company shall pay PFAO a fixed monthly fee of $4,000, upon signing this Agreement.

 

 

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Cover	Nov. 20, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2024
Entity File Number	001-39553
Entity Registrant Name	Amesite Inc.
Entity Central Index Key	0001807166
Entity Tax Identification Number	82-3431717
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	607 Shelby Street
Entity Address, Address Line Two	Suite 700 PMB 214
Entity Address, City or Town	Detroit
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48226
City Area Code	734
Local Phone Number	876-8130
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	AMST
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false

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