Amesite (AMST) Proxy filing summary

Executive summary

• Annual meeting scheduled virtually for December 10, 2026, at 10:00 a.m. ET; stockholders will vote on four proposals.

• The preliminary proxy recommends FOR all four proposals: two director nominees, auditor ratification, a discretionary reverse split and authorization for certain private securities offerings.

Voting matters and shareholder proposals

• Gilbert S. Omenn and George Parmer are nominated for three-year Class III terms; election requires a plurality of votes cast.

• Ratification of Novogradac & Company LLP for FY ending June 30, 2027, requires a majority of votes cast; the board recommends FOR.

• Proposed reverse split range is 1-for-2 to 1-for-250, at the board’s discretion within one year after approval; the board may also abandon it.

• Proposal 4 seeks approval for private offerings exceeding 19.99% of outstanding shares below Nasdaq’s minimum price, with aggregate proceeds up to $25 million within one year.

• Proposals 2–4 require a majority of votes cast; the board recommends FOR each. Uninstructed broker shares may be voted only on Proposal 2, considered routine.

Board of directors and corporate governance

• The board has five directors in three staggered classes; four directors are independent. The two nominees, if elected, serve three-year terms.

• Ann Marie Sastry combines CEO, president and chair roles; the board views this structure as effective now and will continue reviewing governance and leadership arrangements.

• The board met four times in FY ended June 30, 2026; all directors attended at least 75% of board and applicable committee meetings.

• Independent directors perform the nominating and governance committee function; candidate review considers diversity, integrity, relevant expertise and business judgment.