UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.__)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ |
Preliminary Proxy Statement |
| ☐ |
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ |
Definitive Proxy Statement |
| ☐ |
Definitive Additional Materials |
| ☐ |
Soliciting Material under §240.14a-12 |
Amesite Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ |
No fee required |
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|
| ☐ |
Fee paid previously with preliminary materials |
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|
| ☐ |
Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
AMESITE INC.
607 Shelby Street, Suite 700 PMB 214
Detroit, Michigan 48226
May 15, 2024
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on June 18, 2024
Dear Stockholder:
We are pleased to invite you
to attend the special meeting of stockholders (the “Special Meeting”) of Amesite Inc. (the “Company”), which will
be held virtually on June 18, 2024 at 10:00 a.m. Eastern Time at www.virtualshareholdermeeting.com/AMST2024SM.
In addition to voting by submitting
your proxy prior to the Special Meeting, you also will be able to vote your shares electronically during the Special Meeting. Further
details regarding the virtual meeting are included in the accompanying proxy statement. At the Special Meeting, the holders of our outstanding
common stock will act on the following matters:
| |
1. |
To approve an amendment of the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under the 2018 Plan by 508,488 shares and
(ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 508,488 shares; and |
| |
2. |
To transact such other matters as may properly come before the Special Meeting and any adjournment or postponement thereof. |
Our board of directors has
fixed May 8, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled to notice of, and
to vote at, the Special Meeting and at any adjournment or postponement of the meeting.
IF YOU PLAN TO ATTEND:
To be admitted to the Special
Meeting, which is being held virtually, you must have your control number available and follow the instructions found on your proxy card
or voting instruction form. You may vote during the Special Meeting by following the instructions available on the meeting website during
the meeting. Please allow sufficient time before the Special Meeting to complete the online check-in process. Your vote is very important.
If you have any questions
or need assistance voting your shares, please call our proxy solicitor, Campaign Management:
Strategic Stockholder Advisor and Proxy Solicitation
Agent
15 West 38th Street, Suite #747,
New York, New York 10018
North American Toll-Free Phone:
1-855-246-4705
Email: info@campaign-mgmt.com
Call Collect Outside North America: +1 (212) 632-8422
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BY ORDER OF THE BOARD OF DIRECTORS |
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|
| May 15, 2024 |
/s/ Ann Marie Sastry, Ph.D. |
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Ann Marie Sastry, Ph.D.
Chairman of the Board of Directors |
Whether or not you expect to attend the virtual
Special Meeting, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Special
Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope
for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will
not prevent you from voting your shares at the Special Meeting if you desire to do so, as your proxy is revocable at your option. Your
vote is important, so please act today!
AMESITE INC.
607 Shelby Street, Suite 700 PMB 214
Detroit, Michigan 48226
PROXY STATEMENT FOR THE
SPECIAL MEETING OF STOCKHOLDERS
To be held on June 18, 2024
The board of directors of
Amesite Inc. (“Amesite” or the “Company”) is soliciting your proxy to vote at the Special Meeting of Stockholders
(the “Special Meeting”) to be held on June 18, 2024, at 10:00 a.m. Eastern Time, in a virtual format online by accessing www.virtualshareholdermeeting.com/AMST2024SM,
and at any adjournment thereof.
This proxy statement contains
information relating to the Special Meeting. This Special Meeting of stockholders will be held as a virtual meeting. Stockholders attending
the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. You will
be able to attend and participate in the Special Meeting online via a live webcast by visiting www.virtualshareholdermeeting.com/AMST2024SM.
In addition to voting by submitting your proxy prior to the Special Meeting, you also will be able to vote your shares electronically
during the Special Meeting.
We intend to begin mailing
the attached notice of the Special Meeting and the enclosed proxy card on or about May 15, 2024 to all stockholders of record entitled
to vote at the Special Meeting. Only stockholders who owned our common stock on May 8, 2024 are entitled to vote at the Special Meeting.
AMESITE INC.
TABLE OF CONTENTS
GENERAL INFORMATION ABOUT THIS PROXY STATEMENT
AND VOTING
What is a proxy?
A proxy is the legal designation
of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy in a written
document, that document is also called a proxy or a proxy card. By completing, signing and returning the accompanying proxy card, you
are designating Ann Marie Sastry, Ph.D., Chief Executive Officer of the Company, and Sherlyn W. Farrell, Chief Financial Officer of the
Company, as your proxies for the Special Meeting and you are authorizing such proxies to vote your shares at the Special Meeting as you
have instructed on the proxy card. This way, your shares will be voted whether or not you attend the Special Meeting. Even if you plan
to attend the Special Meeting, we urge you to vote in one of the ways described below so that your vote will be counted even if you are
unable or decide not to attend the Special Meeting.
What is a proxy statement?
A proxy statement is a document
that we are required by the regulations of the United States Securities and Exchange Commission (the “SEC”) to give you when
we ask you to sign a proxy card designating Ann Marie Sastry, Ph.D. and Sherlyn W. Farrell as proxies to vote on your behalf.
Why did you send me this proxy statement?
We sent you this proxy statement
and the enclosed proxy card because our board of directors is soliciting your proxy to vote at the Special Meeting. This proxy statement
summarizes information related to your vote at the Special Meeting. All stockholders who find it convenient to do so are cordially invited
to attend the Special Meeting virtually. However, you do not need to attend the meeting to vote your shares. Instead, you may simply complete,
sign and return the enclosed proxy card or vote over the Internet or by phone.
We intend to begin mailing
the attached notice of Special Meeting and the enclosed proxy card on or about May 15, 2024 to all stockholders of record entitled to
vote at the Special Meeting. Only stockholders who owned our common stock on May 8, 2024 are entitled to vote at the Special Meeting.
What does it mean if I receive more than one
set of proxy materials?
If you receive more than one
set of proxy materials, your shares may be registered in more than one name or in different accounts. Please complete, sign, and return
each proxy card to ensure that all of your shares are voted.
How do I attend the Special Meeting?
The Special Meeting will be
held on June 18, 2024, at 10:00 a.m. Eastern Time in a virtual format online by accessing www.virtualshareholdermeeting.com/AMST2024SM.
Information on how to vote during the Special Meeting is discussed below.
Who is entitled to vote?
The board of directors has
fixed the close of business on May 8, 2024 as the record date (the “Record Date”) for the determination of stockholders entitled
to notice of, and to vote at, the Special Meeting or any adjournment or postponement thereof. On the Record Date, there were 2,542,440
shares of common stock issued and outstanding. Each share of common stock represents one vote that may be voted on each proposal that
may come before the Special Meeting.
What is the difference between holding shares
as a record holder and as a beneficial owner (holding shares in street name)?
If your shares are registered
in your name with our transfer agent, Continental Stock Transfer & Trust Company, you are the “record holder” of those
shares. If you are a record holder, these proxy materials have been provided directly to you by the Company.
If your shares are held in
a stock brokerage account, a bank or other holder of record, you are considered the “beneficial owner” of those shares held
in “street name”. If your shares are held in street name, these proxy materials have been forwarded to you by that organization.
The organization holding your account is considered to be the stockholder of record for purposes of voting at the Special Meeting. As
the beneficial owner, you have the right to instruct this organization on how to vote your shares. See “How will my shares be voted
if I give no specific instruction?” below for information on how shares held in street name will be voted without instructions provided.
Who may attend the Special Meeting?
Only record holders and beneficial
owners of our common stock, or their duly authorized proxies, may attend the Special Meeting. If your shares are held in street name,
you will need to provide a copy of a brokerage statement or other documentation reflecting your stock ownership as of the Record Date.
What am I voting on?
There is one matter scheduled for a vote:
| |
1. |
To approve an amendment of the Company’s 2018 Equity Incentive
Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under the 2018 Plan by 508,488 shares and
(ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 508,488 shares. |
What if another matter is properly brought
before the Special Meeting?
The board of directors knows
of no other matters that will be presented for consideration at the Special Meeting. If any other matters are properly brought before
the Special Meeting, it is the intention of the person named in the accompanying proxy to vote on those matters in accordance with his
or her best judgment.
How do I vote?
| MAIL |
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INTERNET |
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PHONE |
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ONLINE AT THE MEETING |
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| Mailing your signed proxy card or voter instruction card. |
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Using the Internet before the Meeting at: www.proxyvote.com |
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By calling: 1-800-690-6903 |
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You can vote during the Meeting at:
www.virtualshareholdermeeting.com/AMST2024SM |
Stockholders of Record
If you are a registered stockholder,
you may vote by mail, phone or online at the Special Meeting by following the instructions above. You also may submit your proxy by mail
by following the instructions included with your proxy card. The deadline for submitting your proxy by Internet is 11:59 p.m. Eastern
Time on June 17, 2024. Our board of directors’ designated proxies, Ann Marie Sastry, Ph.D. and Sherlyn W. Farrell, will vote your
shares according to your instructions. If you attend the live webcast of the Special Meeting, you also will be able to vote your shares
electronically at the Special Meeting up until the time the polls are closed.
Beneficial Owners of Shares Held in Street
Name
If you are a street name holder,
your broker or nominee firm is the legal, registered owner of the shares, and it may provide you with materials in connection with the
Special Meeting. Follow the instructions on the materials you receive to access our proxy materials and vote or to request a paper or
email copy of our proxy materials. The materials include a voting instruction card so that you can instruct your broker or nominee how
to vote your shares. Please check the voting instruction card or contact your broker or other nominee to determine whether you will be
able to deliver your voting instructions by Internet in advance of the meeting and whether, or if you attend the live webcast of the Special
Meeting, if you will be able to vote your shares electronically at the meeting up until the time the polls are closed.
All shares entitled to vote
and represented by a properly completed and executed proxy received before the Special Meeting and not revoked will be voted at the Special
Meeting as instructed in a proxy delivered before the Special Meeting. We provide Internet proxy voting to allow you to vote your shares
online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware
that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone
companies.
How many votes do I have?
On each matter to be voted
upon, you have one vote for each share of common stock you own as of the close of business on the Record Date.
Is my vote confidential?
Yes, your vote is confidential.
Only the inspector of elections, individuals who help with processing and counting your votes and persons who need access for legal reasons
will have access to your vote. This information will not be disclosed, except as required by law.
What constitutes a quorum?
To carry on business at the
Special Meeting, we must have a quorum. A quorum is present when one-third (1/3) of the shares entitled to vote, as of the Record Date,
are represented in person, or by remote communication, if applicable, or by proxy. Thus, the holders of a one-third of the voting power
of the 2,542,440 shares of common stock outstanding on the Record Date must be represented in person, or by remote communication, if applicable,
or by proxy to have a quorum at the Special Meeting. Your shares will be counted towards the quorum only if you submit a valid proxy (or
one is submitted on your behalf by your broker, bank or other nominee) or if you vote during the Special Meeting. Abstentions will be
counted towards the quorum requirement; however, because there is a single non-discretionary proposal subject to a vote at the Special
Meeting, broker non-votes will not exist in connection with the Special Meeting and will not count towards the quorum requirement. Shares
owned by the Company are not considered outstanding or considered to be present at the Special Meeting. If there is not a quorum at the
Special Meeting, either the chairperson of the Special Meeting or our stockholders entitled to vote at the Special Meeting may adjourn
the Special Meeting to a future date as allowed under applicable law.
How will my shares be voted if I give no specific
instruction?
We must vote your shares as
you have instructed. If there is a matter on which a stockholder of record has given no specific instruction but has authorized us generally
to vote the shares, they will be voted as follows:
| |
1. |
“For” the approval and adoption of an amendment of the
Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to (i) increase the number of shares available for issuance under
the 2018 Plan by 508,488 shares and (ii) increase the number of shares that may be issued pursuant to the exercise of incentive stock
options by 508,488 shares. |
This authorization would exist,
for example, if a stockholder of record merely signs, dates and returns the proxy card but does not indicate how such shares are to be
voted on one or more proposals. If other matters properly come before the Special Meeting and you do not provide specific voting instructions,
your shares will be voted at the discretion of Ann Marie Sastry, Ph.D. and Sherlyn W. Farrell, the board of directors’ designated
proxies.
If your shares are held in
street name, see “What is a broker non-vote?” below regarding the ability of banks, brokers and other such holders of record
to vote the uninstructed shares of their customers or other beneficial owners in their discretion.
How are votes counted?
Votes will be counted by the
inspector of election appointed for the Special Meeting who will count votes “For” and “Against,” and abstentions.
As the only matter subject to a vote is non-discretionary, broker non-votes will not exist in connection with the Special Meeting.
What is a broker non-vote?
A “broker non-vote”
occurs when shares held by a broker in “street name” for a beneficial owner are not voted with respect to a proposal because
(1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the
authority to vote the shares at their discretion.
Our common stock is listed
on The Nasdaq Capital Market. However, under current New York Stock Exchange (“NYSE”) rules and interpretations that govern
broker non-votes, Proposal No. 1 for the adoption of the amendment to the 2018 Plan, is considered a non-discretionary matter, and a broker
will not be permitted to exercise its discretion to vote uninstructed shares on the proposal. Because NYSE rules apply to all brokers
that are members of the NYSE, this prohibition applies to the Special Meeting even though our common stock is listed on The Nasdaq Capital
Market.
Because there is a single,
non-discretionary proposal subject to a vote at the Special Meeting, broker non-votes will not exist in connection with the Special Meeting
and therefor will not count towards the quorum requirement.
What is an abstention?
An abstention is a stockholder’s
affirmative choice to decline to vote on a proposal. Under Delaware law, abstentions are counted as shares present and entitled to vote
at the Special Meeting. Generally, unless provided otherwise by applicable law, our Bylaws (“Bylaws”) provide that an action
of our stockholders (other than for the election of directors) is approved if a majority of the votes cast affirmatively or negatively
(excluding abstentions and broker non-votes), either during the Special Meeting or by proxy, vote in favor of such action.
How many votes are required to approve each
proposal?
The table below summarizes
the proposal that will be voted on, the vote required to approve such item, and how votes are counted:
| Proposal |
|
Votes Required |
|
Voting Options |
|
Impact of
“Withhold” or
“Abstain”
Votes |
|
Impact of Broker
Non-
Votes |
| Proposal No. 1: Adoption of the Amendment to the Plan |
|
The affirmative vote of the majority of the votes cast affirmatively or negatively (excluding abstentions and broker non-votes) at the Special Meeting by the holders entitled to vote thereon. |
|
“FOR” “AGAINST” “ABSTAIN” |
|
NONE(1) |
|
NONE(2) |
| (1) |
A vote marked as an “Abstention” is not considered a vote cast and will, therefore, not affect the outcome of this proposal. |
| (2) |
Because there is a single, non-discretionary proposal subject to a
vote at the Special Meeting, broker non-votes will not exist in connection with the Special Meeting and therefor will not count towards
the quorum requirement. |
What are the voting procedures?
In voting by proxy with regard
to Proposal No. 1, you may vote in favor of or against the proposal, or you may abstain from voting on the proposal. You should specify
your respective choices on the accompanying proxy card or your vote instruction form.
Is my proxy revocable?
You may revoke your proxy
and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Secretary of the Company by delivering
a properly completed, later-dated proxy card or vote instruction form or by voting during the Special Meeting. All written notices of
revocation and other communications with respect to revocations of proxies should be addressed to: Amesite Inc., 607 Shelby Street, Suite
700 PMB 214, Detroit, Michigan 48226, Attention: Secretary. Your most current proxy card or Internet proxy is the one that will be counted.
Who is paying for the expenses involved in
preparing and mailing this proxy statement?
All of the expenses involved
in preparing, assembling and mailing these proxy materials and all costs of soliciting proxies will be paid by us. In addition to the
solicitation by mail, proxies may be solicited by our officers and other employees by telephone or in person. Such persons will receive
no compensation for their services other than their regular salaries. Arrangements will also be made with brokerage houses and other custodians,
nominees and fiduciaries to forward solicitation materials to the beneficial owners of the shares held of record by such persons, and
we may reimburse such persons for reasonable out of pocket expenses incurred by them in forwarding solicitation materials. We have retained
Campaign Management as our strategic stockholder advisor and proxy solicitation agent in connection with the solicitation of proxies for
the Special Meeting. If you have any questions or require any assistance with completing your proxy, please contact Campaign Management
by telephone (toll-free within North America) at +1 (855) 246-4705 or (call collect outside North America) at +1 (212) 632-8422 or
by email at info@campaign-mgmt.com.
Do I have dissenters’ rights of appraisal?
Stockholders do not have
appraisal rights under Delaware law or under Amesite’s governing documents with respect to the matters to be voted upon at the
Special Meeting.
How can I find out the results of the voting
at the Special Meeting?
Final voting results will
be disclosed in a Current Report on Form 8-K that we expect to file with the SEC within four business days after the Special Meeting.
If final voting results are not available to us in time to file a Form 8-K with the SEC within four business days after the Special Meeting,
we intend to file a Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file
an amended Form 8-K to publish the final results.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
AND MANAGEMENT
The following table sets forth
certain information regarding beneficial ownership of shares of our common stock as of May 8, 2024 based on 2,542,440 shares of common
stock issued and outstanding by (i) each person known to beneficially own more than 5% of our outstanding common stock, (ii) each of our
directors and director nominees, (iii) our named executive officers and (iv) all directors and executive officers as a group. Shares are
beneficially owned when an individual has voting and/or investment power over the shares or could obtain voting and/or investment power
over the shares within 60 days of the Record Date. Except as otherwise indicated, the persons named in the table have sole voting and
investment power with respect to all shares beneficially owned, subject to community property laws, where applicable. Unless otherwise
indicated, the address of each beneficial owner listed below is c/o Amesite Inc., 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan
48226.
The percentage of total
voting power information is based on 2,542,440 shares of common stock outstanding as of the Record Date. We have determined beneficial
ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess
sole or shared voting power or investment power with respect to those securities. In addition, the rules attribute beneficial ownership
of securities as of a particular date to persons who hold options or warrants to purchase shares of common stock and that are exercisable
within 60 days of such date. These shares are deemed to be outstanding and beneficially owned by the person holding those options
or warrants for the purpose of computing the percentage ownership of that person, but they are not treated as outstanding for the
purpose of computing the percentage ownership of any other person. Unless otherwise indicated, the persons or entities identified
in this table have sole voting and investment power with respect to all shares shown as beneficially owned by them, subject to applicable
community property laws.
| Name of Beneficial Owner and Title of Officers and Directors | |
Shares of
Common
Stock
Beneficially
Owned | | |
Percentage | |
| Ann Marie Sastry, Ph.D., President, Chief Executive Officer, and Chairman of the Board (1) | |
| 585,848 | | |
| 22.7 | % |
| Sherlyn W. Farrell, Chief Financial Officer | |
| 315 | | |
| * | |
| Kalie Wortinger (2) | |
| 4,244 | | |
| * | |
| Brandon Owens (3) | |
| 2,561 | | |
| * | |
| J. Michael Losh, Director (4) | |
| 88,821 | | |
| 3.4 | % |
| Gilbert S. Omenn, M.D., Ph.D., Director (5) | |
| 76,064 | | |
| 2.9 | % |
| Richard T. Ogawa, Director (6) | |
| 103,405 | | |
| 3.9 | % |
| Anthony M. Barkett, Director (7) | |
| 73,266 | | |
| 2.8 | % |
| Barbie Brewer, Director (8) | |
| 83,265 | | |
| 3.2 | % |
| George Parmer, Director (9) | |
| 139,676 | | |
| 5.4 | % |
| All Executive Officers and Directors as a Group (10 persons) (10) | |
| 1,157,465 | | |
| 37.9 | % |
| | |
| | | |
| | |
| Beneficial Owner Greater than 5% Stockholders | |
| | | |
| | |
| Mark Tompkins (11) | |
| 170,259 | | |
| 6.7 | % |
| (1) |
Includes (i) 542,098 shares of common stock held by Dr. Sastry and (ii) 43,750 shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 held by Dr. Sastry. |
| |
|
| (2) |
Consists of 4,244 shares of common stock underlying options that are
presently exercisable or exercisable within 60 days of May 8, 2024. |
| (3) |
Consists of 2,561 shares of common stock underlying options that are
presently exercisable or exercisable within 60 days of May 8, 2024. |
| |
|
| (4) |
Includes (i) 3,472 shares of common stock held by Mr. Losh, (ii) 34,099
shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii) 51,250
shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8, 2024,
but excludes 44,871 shares of common stock underlying deferred stock units that may be issued in the Company’s discretion upon completion
of service as a member of the board of directors, or if earlier, upon a change in control. |
| |
|
| (5) |
Includes (i) 3,472 shares of common stock held by Dr. Omenn, (ii) 21,342
shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii) 51,250
shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8, 2024,
but excludes 37,134 shares of common stock underlying deferred stock units that
may be issued in the Company’s discretion upon completion of service as a member of the board of directors, or if earlier, upon
a change in control. |
| (6) |
Includes (i) 5,556 shares of common stock held by Mr. Ogawa, (ii) 46,599
shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii) 51,250
shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8, 2024,
but excludes 37,134 shares of common stock underlying deferred stock units that
may be issued in the Company’s discretion upon completion of service as a member of the board of directors, or if earlier, upon
a change in control. |
| (7) |
Includes (i) 4,167 shares of common stock held by Mr. Barkett, (ii)
17,849 shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii)
51,250 shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8,
2024, but excludes 37,134 shares of common stock underlying deferred stock units
that may be issued in the Company’s discretion upon completion of service as a member of the board of directors, or if earlier,
upon a change in control. |
| (8) |
Includes (i) 2,083 shares of common stock held by Ms. Brewer, (ii)
29,932 shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii)
51,250 shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8,
2024. |
| |
|
| (9) |
Includes (i) 84,167 shares of common stock held by Mr. Parmer, (ii)
4,259 shares of common stock underlying options that are presently exercisable or exercisable within 60 days of May 8, 2024 and (iii)
51,250 shares of common stock underlying restricted stock units that are presently exercisable or exercisable within 60 days of May 8,
2024, but excludes 30,238 shares of common stock underlying deferred stock units that may be issued in the Company’s discretion
upon completion of service as a member of the board of directors, or if earlier, upon a change in control. |
| |
|
| (10) |
Includes (i) 204,635 shares of common stock underlying options that
are either presently exercisable or exercisable within 60 days of May 8, 2024 and (ii) 307,500 shares of common stock underlying restricted
stock units that are presently exercisable or exercisable within 60 days of May 8, 2024. |
| |
|
| (11) |
Mr. Tompkins’s address is Apt 1, via Guidino 23, 6900 Lugano,
Paradiso, Switzerland. Mr. Tompkins has voting and dispositive authority over the shares. |
PROPOSAL 1:
APPROVAL OF AN AMENDMENT TO THE 2018 EQUITY
INCENTIVE PLAN
Summary
On May 3, 2024, our board
of directors approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number
of shares available for issuance under the 2018 Plan by 508,488 shares and increase the number of shares that may be issued pursuant to
the exercise of incentive stock options by 508,488 shares. The proposed form of amendment to our 2018 Plan is attached as Appendix A to
this Proxy Statement.
The
amendment to the 2018 Plan is intended to ensure that the Company can continue to provide an incentive to employees, directors and consultants
by enabling them to share in the Company’s future growth. If approved by the stockholders, all of the additional shares will be
available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”), or as nonqualified stock options, restricted stock awards, stock appreciation rights, or other kinds of equity
based compensation available under the 2018 Plan. If the stockholders do not approve the amendment, no shares will be added to the number
of shares available for issuance under the 2018 Plan.
Background
On April 26, 2018, the Company’s
board of directors adopted, and the Company’s stockholders approved, the 2018 Plan. The 2018 Plan is intended to align the interests
stockholders and the recipients of awards under the 2018 Plan, and to advance the Company’s interests by attracting and retaining
directors, officers, employees and other service providers and motivating them to act in our long-term best interests. The material terms
of the 2018 Plan are set forth below:
Summary of Key Terms of the Plan
Plan term. The 2018
Plan became effective on July 23, 2018 and terminates on the tenth anniversary of its effective date, unless terminated earlier by the
Company’s board of directors.
Eligible participants.
All officers, directors, employees, consultants, agents and independent contractors, and persons expected to become officers, directors,
employees, consultants, agents and independent contractors of the Company or any of its subsidiaries are eligible to receive awards under
the 2018 Plan. The Compensation Committee of the Company’s board of directors determines the participants under the 2018 Plan. As
of the Record Date, approximately nine employees (including two executive officers) and six non-employee directors would be eligible to
participate in the 2018 Plan.
Shares authorized.
As of May 15, 2024, 1,063,652 shares of common stock are authorized for issuance under the 2018 Plan. The number of available shares will
be reduced by the aggregate number of shares that become subject to outstanding awards granted under the 2018 Plan. As of the first day
of each calendar year beginning on or after January 1, 2021, the number of shares available for all awards under the 2018 Plan, other
than incentive stock options, will automatically increase by a number equal to the least of (i) five percent (5%) of the number of shares
of the Company’s common stock that are issued and outstanding as of that date, or (ii) a lesser number of shares of the Company’s
common stock as determined by the Compensation Committee. To the extent that shares of common stock subject to an outstanding award granted
under the 2018 Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award (excluding
shares of common stock subject to an option cancelled upon settlement in shares of common stock of a related tandem share appreciation
right or shares of common stock subject to a tandem share appreciation right cancelled upon exercise of a related option) or by reason
of the settlement of an award in cash, then those shares of common stock will again be available under the 2018 Plan, other than for grants
of incentive stock options. In addition, any shares covered by an award that have been surrendered in connection with the payment of the
award exercise or purchase price or in satisfaction of tax withholding obligations incident to the grant, exercise, vesting or settlement
of an award will be deemed not to have been issued for purposes of determining the maximum number of shares of common stock which may
be issued pursuant to all awards under the 2018 Plan. If the proposed amendment to the 2018 Plan is approved, the total number of shares
of common stock issuable under the 2018 Plan would be 1,572,140.
Award types. Awards
include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted shares, restricted share units,
performance units and cash-based awards.
Administration. The
Compensation Committee administers the 2018 Plan. The Compensation Committee’s interpretation, construction and administration of
the 2018 Plan and all of its determinations thereunder is conclusive and binding on all persons.
The Compensation Committee
has the authority to determine the participants in the 2018 Plan, the form, amount and timing of any awards, the performance goals, if
any, and all other terms and conditions pertaining to any award. The Compensation Committee may take any action such that (i) any outstanding
options and stock appreciation rights become exercisable in part or in full, (ii) all or any portion of a restriction period on any restricted
share or restricted share units will lapse, (iii) all or a portion of any performance period applicable to any performance-based award
will lapse, and (iv) any performance measures applicable to any outstanding award will be deemed satisfied at the target level or any
other level. Subject to the terms of the 2018 Plan relating to grants to our executive officers and directors, the Compensation Committee
may delegate some or all of its powers and authority to the Chief Executive Officer and President or other executive officer as the Compensation
Committee deems appropriate.
Stock options and stock
appreciation rights. The 2018 Plan provides for the grant of stock options and share appreciation rights. Stock options may be either
tax-qualified incentive stock options or non-qualified stock options. The Compensation Committee will determine the terms and conditions
to the exercisability of each option and share appreciation right.
The period for the exercise
of a non-qualified stock option or stock appreciation right will be determined by the Compensation Committee provided that no option may
be exercised later than ten years after its date of grant. The exercise price of a non-qualified stock option and the base price of a
stock appreciation right will not be less than 100% of the fair market value of a share of our common stock on the date of grant, provided
that the base price of a share appreciation right granted in tandem with an option will be the exercise price of the related option. A
stock appreciation right entitles the holder to receive upon exercise, subject to tax withholding in respect of an employee, shares of
our common stock, which may be restricted stock, with a value equal to the difference between the fair market value of our common stock
on the exercise date and the base price of the share appreciation right.
Each incentive stock option
will be exercisable for not more than 10 years after its date of grant, unless the optionee owns greater than 10% of the voting power
of all shares of our capital stock, or a “ten percent holder,” in which case the option will be exercisable for not more than
five years after its date of grant. The exercise price of an incentive stock option will not be less than the fair market value of a share
of our common stock on its date of grant, unless the optionee is a ten percent holder, in which case the option exercise price will be
the price required by the Code, currently 110% of fair market value.
Upon exercise, the option
exercise price may be paid in cash, by the delivery of previously owned shares of our common stock, share withholding or through a cashless
exercise arrangement, as permitted by the applicable award agreement. All of the terms relating to the exercise, cancellation or other
disposition of an option or stock appreciation right upon a termination of employment, whether by reason of disability, retirement, death
or any other reason, will be determined by the Compensation Committee.
The Compensation Committee,
without stockholder approval, may (i) reduce the exercise price of any previously granted option or the base appreciation amount of any
previously granted stock appreciation right, or (ii) cancel any previously granted option or stock appreciation right at a time when its
exercise price or base appreciation amount (as applicable) exceeds the fair market value of the underlying shares, in exchange for another
option, stock appreciation right or other award or for cash.
Stock awards. The 2018
Plan provides for the grant of share awards. The Compensation Committee may grant a share award as a bonus stock award, a restricted share
award or a restricted share unit award and, in the case of a restricted share award or restricted share unit award, the Compensation Committee
may determine that such award will be subject to the attainment of performance measures over an established performance period. All of
the terms relating to the satisfaction of performance measures and the termination of a restriction period, or the forfeiture and cancellation
of a stock award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined
by the Compensation Committee.
The agreement awarding restricted
share units will specify whether such award may be settled in shares of our common stock, cash or a combination thereof and whether the
holder will be entitled to receive dividend equivalents, on a current or deferred basis, with respect to such award. Prior to settlement
of a restricted share unit in shares of our common stock, the holder of a restricted share unit will have no rights as our stockholder.
Unless otherwise set forth
in a restricted stock award agreement, the holder of shares of restricted stock will have rights as our stockholder, including the right
to vote and receive dividends with respect to the shares of restricted stock, except that distributions other than regular cash dividends
and regular cash dividends with respect to shares of restricted stock subject to performance-based vesting conditions will be held by
us and will be subject to the same restrictions as the restricted shares.
Performance unit awards.
The 2018 Plan provides for the grant of performance unit awards. Each performance unit is a right, contingent upon the attainment of performance
measures within a specified performance period, to receive a specified cash amount, shares of our common stock or a combination thereof
which may be restricted stock, having a fair market value equal to such cash amount. Prior to the settlement of a performance unit award
in shares of our common stock, the holder of such award will have no rights as our stockholder with respect to such shares. Performance
units will be non-transferable and subject to forfeiture if the specified performance measures are not attained during the specified performance
period. All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture
and cancellation of a performance unit award upon a termination of employment, whether by reason of disability, retirement, death or any
other reason, will be determined by the Compensation Committee.
Cash-based awards.
The 2018 Plan also provides for the grant of cash-based awards. Each cash-based award is an award denominated in cash that may be settled
in cash and/or shares, which may be subject to restrictions, as established by the Compensation Committee.
Performance goals.
Under the 2018 Plan, the vesting or payment of performance-based awards will be subject to the satisfaction of certain performance goals.
The performance goals applicable to a particular award will be determined by the Compensation Committee at the time of grant. The performance
goals may be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures, stated in either
absolute terms or relative terms.
Individual Limits. With
respect to non-employee directors, the maximum grant date fair value of shares that may be granted to an individual non-employee director
during any fiscal year of the Company or its subsidiaries is $150,000. In connection with a non-employee director’s commencement
of service with the Company, the per person limit set forth in the previous sentence will be $150,000.
Amendment or termination
of the 2018 Plan. The Company’s board of directors may amend or terminate the 2018 Plan as it deems advisable, subject to any
requirement of stockholder approval required by law, rule or regulation; provided, however, that no such amendment may materially impair
the rights of a holder of an outstanding award without the consent of such holder.
Change of control.
In the event of a change of control, the board of directors may, in its discretion, (1) provide that (A) some or all outstanding options
and share appreciation rights will immediately become exercisable in full or in part, (B) the restriction period applicable to some or
all outstanding stock awards will lapse in full or in part, (C) the performance period applicable to some or all outstanding awards will
lapse in full or in part, and (D) the performance measures applicable to some or all outstanding awards will be deemed to be satisfied
at the target or any other level, (2) provide that some or all outstanding awards will terminate without consideration as of the date
of the change of control, (3) require that shares of stock of the corporation resulting from such change of control, or a parent corporation
thereof, be substituted for some or all of our shares subject to an outstanding award, and/or (4) require outstanding awards, in whole
or in part, to be surrendered by the holder, and to be immediately cancelled, and to provide for the holder to receive (A) a cash payment
in an amount equal to (i) in the case of an option or share appreciation right, the number of our shares then subject to the portion of
such option or share appreciation right surrendered, whether vested or unvested, multiplied by the excess, if any, of the fair market
value of a share of our common stock as of the date of the change of control, over the purchase price or base price per share of our common
stock subject to such option or stock appreciation right, (ii) in the case of a stock award, the number of shares of our common stock
then subject to the portion of such award surrendered, whether vested or unvested, multiplied by the fair market value of a share of our
common stock as of the date of the change of control, and (iii) in the case of a performance unit award, the value of the performance
units then subject to the portion of such award surrendered; (B) shares of capital stock of the corporation resulting from such change
of control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or
(C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.
Under the 2018 Plan, a change
of control will occur upon: (i) a person’s or entity’s acquisition of beneficial ownership of 50% or more of either our then
outstanding shares or the combined voting power of our then outstanding voting securities, but excluding certain acquisitions by the company,
its subsidiaries or employee benefit plans, or by a corporation in which our stockholders hold a majority interest; (ii) a reorganization,
merger or consolidation of the company if our stockholders do not thereafter beneficially own more than 50% of the outstanding shares
or combined voting power of the resulting company, (iii) certain changes to the incumbent directors of our Company, or (iv) a complete
liquidation or dissolution of the company or of the sale or other disposition of all or substantially all of our assets; but excluding,
in any case, the initial public offering or any bona fide primary or secondary public offering following the occurrence of the initial
public offering.
U.S. Federal Income
Tax Consequences. The following is a summary of certain United States federal income tax consequences of awards under the
2018 Plan. It does not purport to be a complete description of all applicable rules, and those rules (including those summarized here)
are subject to change.
Non-Qualified Stock
Options. A participant who has been granted a non-qualified stock option will not recognize taxable income
upon the grant of a non-qualified stock option. Rather, at the time of exercise of such non-qualified stock option, the participant
will recognize ordinary income for income tax purposes in an amount equal to the excess of the fair market value of the shares of common
stock purchased over the exercise price. We generally will be entitled to a tax deduction at such time and in the same amount that the
participant recognizes ordinary income. If shares of common stock acquired upon exercise of a non-qualified stock option are later
sold or exchanged, then the difference between the amount received upon such sale or exchange and the fair market value of such shares
on the date of such exercise will generally be taxable as long-term or short-term capital gain or loss (if the shares are a
capital asset of the participant) depending upon the length of time such shares were held by the participant.
Incentive Stock Options. In
general, no taxable income is realized by a participant upon the grant of an ISO. If shares of common stock are purchased by a participant,
or option shares, pursuant to the exercise of an ISO granted under the 2018 Plan and the participant does not dispose of the option shares
within the two-year period after the date of grant or within one year after the receipt of such option shares by the participant,
such disposition a disqualifying disposition, then, generally (1) the participant will not realize ordinary income upon exercise
and (2) upon sale of such option shares, any amount realized in excess of the exercise price paid for the option shares will be taxed
to such participant as capital gain (or loss). The amount by which the fair market value of the common stock on the exercise date of an
ISO exceeds the purchase price generally will constitute an item which increases the participant’s “alternative minimum taxable
income.” If option shares acquired upon the exercise of an ISO are disposed of in a disqualifying disposition, the participant generally
would include in ordinary income in the year of disposition an amount equal to the excess of the fair market value of the option shares
at the time of exercise (or, if less, the amount realized on the disposition of the option shares), over the exercise price paid for the
option shares. Subject to certain exceptions, an option generally will not be treated as an ISO if it is exercised more than three months
following termination of employment. If an ISO is exercised at a time when it no longer qualifies as an ISO, such option will be treated
as a nonqualified stock option as discussed above. In general, we will receive an income tax deduction at the same time and in the same
amount as the participant recognizes ordinary income.
Stock Appreciation Rights. A
participant who is granted an SAR generally will not recognize ordinary income upon receipt of the SAR. Rather, at the time of exercise
of such SAR, the participant will recognize ordinary income for income tax purposes in an amount equal to the value of any cash received
and the fair market value on the date of exercise of any shares of common stock received. We generally will be entitled to a tax deduction
at such time and in the same amount, if any, that the participant recognizes as ordinary income. The participant’s tax basis in
any shares of common stock received upon exercise of an SAR will be the fair market value of the shares of common stock on the date of
exercise, and if the shares are later sold or exchanged, then the difference between the amount received upon such sale or exchange and
the fair market value of such shares on the date of exercise will generally be taxable as long-term or short-term capital gain
or loss (if the shares are a capital asset of the participant) depending upon the length of time such shares were held by the participant.
Restricted Stock. A
participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal
to the fair market value of the shares of common stock at the earlier of the time the shares become transferable or are no longer subject
to a substantial risk of forfeiture (within the meaning of the Code). We generally will be entitled to a deduction at the time when, and
in the amount that, the participant recognizes ordinary income on account of the lapse of the restrictions. A participant’s tax
basis in the shares of common stock will equal their fair market value at the time the restrictions lapse, and the participant’s
holding period for capital gains purposes will begin at that time. Any cash dividends paid on the shares of common stock before the restrictions
lapse will be taxable to the participant as additional compensation and not as dividend income, unless the individual has made an election
under Section 83(b) of the Code. Under Section 83(b) of the Code, a participant may elect to recognize ordinary income at the
time the restricted shares are awarded in an amount equal to their fair market value at that time, notwithstanding the fact that such
stock is subject to restrictions or transfer and a substantial risk of forfeiture. If such an election is made, no additional taxable
income will be recognized by such participant at the time the restrictions lapse, the participant will have a tax basis in the shares
of common stock equal to their fair market value on the date of their award, and the participant’s holding period for capital gains
purposes will begin at that time. We generally will be entitled to a tax deduction at the time when, and to the extent that, ordinary
income is recognized by such participant.
Restricted Stock Units. In
general, the grant of restricted stock units will not result in income for the participant or in a tax deduction for us. Upon the settlement
of such an award in cash or shares of common stock, the participant will recognize ordinary income equal to the aggregate value of the
payment received, and we generally will be entitled to a tax deduction at the same time and in the same amount.
Other Awards. With
respect to other stock-based awards, generally when the participant receives payment in respect of the award, the amount of cash
and/or the fair market value of any shares of common stock or other property received will be ordinary income to the participant, and
we generally will be entitled to a tax deduction at the same time and in the same amount.
Grants Under the 2018 Plan
Options
A summary of option activity for the
years ended June 30, 2023 and 2022 is presented below:
| Options | |
Number of
Shares | | |
Weighted Average
Exercise
Price | | |
Weighted
Average
Remaining
Contractual
Term
(in years) | |
| Outstanding at July 1, 2021 | |
| 268,510 | | |
$ | 23.52 | | |
| 8.34 | |
| Granted | |
| 10,752 | | |
| 21.12 | | |
| 9.26 | |
| Terminated | |
| (15,663 | ) | |
| 36.12 | | |
| 8.69 | |
| Outstanding at June 30, 2022 | |
| 263,599 | | |
| 22.68 | | |
| 7.34 | |
| Granted | |
| - | | |
| - | | |
| - | |
| Terminated | |
| (26,558 | ) | |
| 31.20 | | |
| 7.85 | |
| Outstanding and expected to vest at June 30, 2023 | |
| 237,041 | | |
| 21.73 | | |
| 6.39 | |
The weighted-average grant-date fair value of options
granted during the year ended June 30, 2022 was $21.12. The options contained time-based vesting conditions satisfied over one to ten
years from the grant date. During the year ended June 30, 2022, the Company issued 10,752 options. During the year ended June
30, 2023 and 2022, no options were exercised, and 26,558 and 15,633 options were terminated, respectively.
A
summary of options terminated, as well as those that vested, in the nine months ended March
31, 2024 is presented below:
| Options | |
Number of
Shares | | |
Weighted Average
Exercise
Price | | |
Weighted
Average
Remaining
Contractual
Term
(in years) | |
| Outstanding at July 1, 2023 | |
| 237,041 | | |
$ | 21.73 | | |
| 6.39 | |
| Terminated | |
| (6,355 | ) | |
$ | 16.47 | | |
| 4.99 | |
| Additional vesting | |
| 2,868 | | |
$ | 28.80 | | |
| 6.85 | |
| Outstanding at March 31, 2024 | |
| 233,554 | | |
$ | 21.64 | | |
| 5.67 | |
No options were granted or exercised during the nine months ended
March 31, 2024. During the nine months ended March 31, 2024, 6,355 options were terminated.
Restricted Stock Units
As of March 31, 2024, there
were 307,500 restricted stock units outstanding.
Deferred Stock Units
As of March 31, 2024, there
were 186,511 deferred stock units outstanding.
New Plan Benefits
All 2018 Plan awards will
be granted at the Compensation Committee’s discretion, subject to the limitations described in the 2018 Plan. Therefore, the specific
benefits and amounts that will be received or allocated to certain participants under the 2018 Plan are not presently determinable. Awards
that were granted under the 2018 Plan in fiscal year 2023 to our named executive officers and non-employee directors are described elsewhere
in this Proxy Statement and other filings made by the Company with the SEC.
Interests of Officers and Directors in this
Proposal
Members of our board of directors
and our executive officers are eligible to receive awards under the terms of the 2018 Plan, including through certain outstanding employment
agreements and grants, as well as under our Director Compensation Program and they therefore have a substantial interest in Proposal 1.
Required Vote of Stockholders
The affirmative vote of a
majority of the votes cast at the Special Meeting is required to approve the amendment to the 2018 Plan.
Board Recommendation
The board of directors unanimously
recommends a vote “FOR” Proposal 1.
OTHER MATTERS
The board of directors knows
of no other business, which will be presented to the Special Meeting. If any other business is properly brought before the Special Meeting,
proxies in the enclosed form will be voted in accordance with the judgment of the persons voting the proxies.
We will bear the cost of soliciting
proxies in the accompanying form. In addition to the use of the mails, proxies may also be solicited by our directors, officers or other
employees, personally or by telephone, facsimile or email, none of whom will be compensated separately for these solicitation activities.
We have engaged Campaign Management, LLC to assist in the solicitation of proxies. We will pay a fee of approximately $6,000 plus reasonable
out-of-pocket charges to Campaign Management, LLC for such services.
If you do not plan to attend
the Special Meeting, in order that your shares may be represented and in order to assure the required quorum, please sign, date and return
your proxy promptly. In the event you are able to attend the Special Meeting virtually, at your request, we will cancel your previously
submitted proxy.
HOUSEHOLDING
The SEC has adopted rules
that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for proxy statements and other Special Meeting
materials with respect to two or more stockholders sharing the same address by delivering a proxy statement or other Special Meeting materials
addressed to those stockholders. This process, which is commonly referred to as householding, potentially provides extra convenience for
stockholders and cost savings for companies. Stockholders who participate in householding will continue to be able to access and receive
separate proxy cards.
If you share an address with
another stockholder and have received multiple copies of our proxy materials, you may write or call us at the address or phone number
below to request delivery of a single copy of the notice and, if applicable, other proxy materials in the future. We undertake to deliver
promptly upon written or oral request a separate copy of the proxy materials, as requested, to a stockholder at a shared address to which
a single copy of the proxy materials was delivered. If you hold stock as a record stockholder and prefer to receive separate copies of
our proxy materials either now or in the future, please contact us at 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan 48226, Attn:
Secretary, or by phone at (734) 876-8130. If your stock is held through a brokerage firm or bank and you prefer to receive separate
copies of our proxy materials either now or in the future, please contact your brokerage firm or bank.
| |
BY ORDER OF THE BOARD OF DIRECTORS |
| |
|
| |
/s/ Ann Marie Sastry, Ph.D. |
| |
Ann Marie Sastry, Ph.D. |
| May 15, 2024 |
Chairman of the Board of Directors |
APPENDIX A
THIRD AMENDMENT
TO
AMESITE INC.
2018 EQUITY INCENTIVE PLAN
THIS THIRD AMENDMENT TO AMESITE
INC. 2018 EQUITY INCENTIVE PLAN (this “Amendment”) of the Amesite Inc. 2018 Equity Incentive Plan (the “Plan”)
is made as of _____________, by the Board of Amesite Inc., a Delaware corporation (the “Company”) pursuant to Section
6.2 of the Plan. All terms used but not defined herein shall have the meaning set forth in the Plan.
RECITALS
WHEREAS, the Board
of Directors (the “Board”) may amend the Plan pursuant to Section 6.2 of the Plan, provided that no such action shall materially
impair the rights of a Participant under any award without such Participant’s consent (the “Amendment Conditions”);
WHEREAS, this Amendment
satisfies the Amendment Conditions; and
WHEREAS, this Amendment
has been submitted to the holders of the outstanding stock of the Company (the “Stockholders”) and such Stockholders
have approved the adoption of this Amendment.
AGREEMENT
NOW, THEREFORE, the Board hereby amends
the Plan as follows:
1. Section 1.5 of the Plan is hereby amended and restated as follows:
1.5 Shares and Cash Available. Subject
to adjustment as provided in Section 6.7 and to all other limits set forth in this Section 1.5, 1,572,140 Shares shall be available for
awards under this Plan, of such number of Shares, 1,572,140 may be issued upon the exercise of Incentive Stock Options. The number of
Shares that remain available for future grants under the Plan shall be reduced by the sum of the aggregate number of Shares which become
subject to outstanding options, outstanding Free-Standing SARs and outstanding Share Awards and delivered upon the settlement of Performance
Units. As of the first day of each calendar year beginning on or after January 1, 2021, the number of Shares available for all awards
under the Plan, other than Incentive Stock Options, shall automatically increase by a number equal to the least of (x) 5% of the number
of Shares that are issued and outstanding as of such date, or (y) a lesser number of Shares determined by the Committee. To the extent
that Shares subject to an outstanding option, SAR, Share Award or other award granted under the Plan are not issued or delivered by reason
of (i) the expiration, termination, cancellation or forfeiture of such award (excluding Shares subject to an option cancelled upon settlement
in Shares of a related tandem SAR or Shares subject to a tandem SAR cancelled upon exercise of a related option) or (ii) the settlement
of such award in cash, then such Shares shall again be available under this Plan, other than for grants of Incentive Stock Options.
To the extent not prohibited by the
listing requirements of the Nasdaq Capital Market or any other stock exchange on which Shares are then traded or applicable laws, any
Shares covered by an award which are surrendered (i) in payment of the award exercise or purchase price (including pursuant to the “net
exercise” of an option pursuant to Section 2.1(c), or the “net settlement” or “net exercise” of a Share-settled
SAR pursuant to Section 2.2(c)) or (ii) in satisfaction of tax withholding obligations incident to the grant, exercise, vesting or settlement
of an award shall be deemed not to have been issued for purposes of determining the maximum number of Shares which may be issued pursuant
to all awards under the Plan, unless otherwise determined by the Committee. Notwithstanding anything in this Section 1.5 to the contrary,
Shares subject to an award under this Plan may not be made available for issuance under this Plan if such shares are shares repurchased
on the open market with the proceeds of an option exercise.
Other than with respect to the Assumed
Options, the number of Shares for awards under this Plan shall not be reduced by (i) the number of Shares subject to Substitute Awards
or (ii) available shares under a stockholder approved plan of a company or other entity which was a party to a corporate transaction with
the Company (as appropriately adjusted to reflect such corporate transaction) which become subject to awards granted under this Plan (subject
to applicable stock exchange requirements).
Shares to be delivered under this Plan
shall be made available from authorized and unissued Shares, or authorized and issued Shares reacquired and held as treasury shares or
otherwise or a combination thereof.
2. Miscellaneous.
a. Amendments. Except
as specifically modified herein, the Plan shall remain in full force and effect in accordance with all of the terms and conditions thereof
except that the Plan is hereby amended in all other respects, if any, necessary to conform with the intent of the amendments set forth
in this Amendment. Upon the effectiveness of this Amendment, each reference in the Plan to “the Plan,” “hereunder,”
“herein” or words of similar import shall mean and be a reference to the Plan as amended by this Amendment.
b. Severability. Each
provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be
invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the
operation of or affect those portions of this Amendment that are valid, enforceable and legal.
c. Governing Law. This
Amendment shall be governed in accordance with the laws of the State of Delaware.
[Signature Page Follows]
IN WITNESS WHEREOF,
the undersigned members of the Board of the Company hereby adopt this Third Amendment to Amesite Inc. 2018 Equity Incentive Plan on ___________. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original for all intents and purposes,
and all of which, when taken together, shall constitute one instrument.
| |
|
| Anthony Barkett |
|
| |
|
| |
|
| Barbie Brewer |
|
| |
|
| |
|
| J. Michael Losh |
|
| |
|
| |
|
| Richard T. Ogawa |
|
| |
|
| |
|
| Gilbert S. Omenn, M.D., Ph.D. |
|
| |
|
| |
|
| George Parmer |
|
| |
|
| |
|
| Ann Marie Sastry, Ph.D. |
|
A-3
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