As filed with the Securities and Exchange Commission on April 28, 2023 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 (I.R.S. Employer Identification Number) 607 Shelby Street Suite 700 PMB 214 Detroit, MI (734) 876-8130 AMESITE INC. (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Exact name of registrant as specified in its chart ...

As filed with the Securities and Exchange Commission on March 14, 2023 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 AMESITE INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any ...

[FORM 10-Q Cover Page](index=1&type=section&id=FORM%2010-Q) This quarterly report for December 31, 2022, identifies Amesite Inc. as a non-accelerated, smaller reporting, and emerging growth company - Filing is a Quarterly Report on Form 10-Q for the period ended **December 31, 2022**[3](index=3&type=chunk) - Amesite Inc. is classified as a **non-accelerated filer**, **smaller reporting company**, and **emerging growth company**[4](index=4&type=chunk) - As of **February 17, 2023**, there were **30,400,305 shares of common stock** issued and outstanding[5](index=5&type=chunk) [Cautionary Statement Regarding Forward-Looking Statements](index=4&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section warns that the report contains forward-looking statements subject to risks, including going concern issues, and actual results may differ - The report contains forward-looking statements identified by terms like "may," "should," "expects," and "intends," which are subject to substantial risks and uncertainties[8](index=8&type=chunk) - Key risks include the AI platform's capabilities, the company's ability to continue as a **going concern**, intellectual property protection, reliance on third parties, attracting and retaining personnel, financial performance, and government regulation[8](index=8&type=chunk) - The company does not undertake to update or revise forward-looking statements unless required by law, and actual results may differ materially[9](index=9&type=chunk) [PART I – FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) This part presents the company's unaudited financial statements and management's analysis of its financial condition and operations [Item 1. Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements) This section provides the unaudited condensed financial statements of Amesite Inc. as of December 31, 2022, and for the three and six months then ended, including balance sheets, statements of operations, stockholders' equity, cash flows, and accompanying notes detailing significant accounting policies, business nature, and specific financial items [Condensed Balance Sheets (unaudited)](index=7&type=section&id=Condensed%20Balance%20Sheets%20(unaudited)) The condensed balance sheets show a decrease in total assets from **$8.88 million** at June 30, 2022, to **$8.33 million** at December 31, 2022, primarily driven by a reduction in cash and capitalized software. Total liabilities also decreased, while stockholders' equity saw a slight decline | Metric | Dec 31, 2022 | Jun 30, 2022 | Change | | :---------------------------------- | :----------- | :----------- | :----- | | Cash and cash equivalents | $6,991,236 | $7,155,367 | $(164,131) | | Accounts receivable | $104,985 | $14,545 | $90,440 | | Prepaid expenses and other current assets | $261,223 | $560,084 | $(298,861) | | Total current assets | $7,357,444 | $7,729,996 | $(372,552) | | Property and Equipment - net | $77,377 | $87,190 | $(9,813) | | Capitalized software - net | $892,217 | $1,066,674 | $(174,457) | | Total noncurrent assets | $969,594 | $1,153,864 | $(184,270) | | **Total assets** | **$8,327,038** | **$8,883,860** | **$(556,822)** | | Accounts payable | $112,863 | $122,285 | $(9,422) | | Accrued compensation | $36,200 | $174,056 | $(137,856) | | Deferred revenue | $276,740 | $342,672 | $(65,932) | | Other accrued liabilities | $21,985 | $109,095 | $(87,110) | | Total current liabilities | $447,788 | $748,108 | $(300,320) | | Total stockholders' equity | $7,879,250 | $8,135,752 | $(256,502) | | **Total liabilities and stockholders' equity** | **$8,327,038** | **$8,883,860** | **$(556,822)** | [Condensed Statements of Operations (unaudited)](index=8&type=section&id=Condensed%20Statements%20of%20Operations%20(unaudited)) For the three months ended December 31, 2022, Amesite Inc. reported a **net loss of $699,484**, a significant improvement from the **$2,322,239 net loss** in the prior year period, driven by increased net revenue and substantial reductions in operating expenses | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net Revenue | $237,139 | $189,174 | $517,421 | $329,865 | | General and administrative expenses | $316,348 | $1,451,979 | $1,292,668 | $2,687,748 | | Technology and content development | $431,087 | $681,018 | $912,274 | $1,477,126 | | Sales and marketing | $201,696 | $384,027 | $606,728 | $871,260 | | Total operating expenses | $949,131 | $2,517,024 | $2,811,670 | $5,036,134 | | Loss from Operations | $(711,992) | $(2,327,850) | $(2,294,249) | $(4,706,269) | | Interest Income | $12,508 | $7,273 | $17,959 | $7,535 | | Net Loss | $(699,484) | $(2,322,239) | $(2,276,821) | $(4,700,396) | | Basic loss per share | $(0.02) | $(0.11) | $(0.08) | $(0.22) | | Weighted average shares outstanding | 30,305,566 | 21,984,947 | 28,862,964 | 21,743,986 | - **Net loss** significantly decreased for both the three and six months ended **December 31, 2022**, compared to the prior year, primarily due to deliberate **cost reductions** in general and administrative, technology and content development, and sales and marketing expenses[15](index=15&type=chunk)[104](index=104&type=chunk) [Condensed Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) Stockholders' equity decreased from **$8,135,752** at July 1, 2022, to **$7,879,250** at December 31, 2022, primarily due to a **net loss of $699,484**, partially offset by common stock issuance and stock-based compensation expense | Metric | July 1, 2022 | Dec 31, 2022 | Change | | :---------------------------------- | :----------- | :----------- | :----- | | Common Shares | 25,993,484 | 30,344,305 | 4,350,821 | | Common Stock Amount | $2,559 | $3,304 | $745 | | Additional Paid-In Capital | $37,410,209 | $39,430,054 | $2,019,845 | | Accumulated Deficit | $(29,277,016) | $(31,553,838) | $(2,276,822) | | **Total Stockholders' Equity** | **$8,135,752** | **$7,879,250** | **$(256,502)** | - The decrease in **total stockholders' equity** was mainly due to the **net loss**, partially offset by **common stock** issuances for financing and services, and stock-based compensation[16](index=16&type=chunk) [Condensed Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(unaudited)) For the six months ended December 31, 2022, **net cash used in operating activities** was **$1,836,562**, a significant reduction from **$3,812,919** in the prior year, with financing activities providing **$1,850,501** primarily from **common stock** issuance | Cash Flow Activity | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :-------------------------------------------------- | :---------------------------- | :---------------------------- | | Net cash and cash equivalents used in operating activities | $(1,836,562) | $(3,812,919) | | Net cash and cash equivalents used in investing activities | $(178,070) | $(509,428) | | Net cash and cash equivalents provided by financing activity | $1,850,501 | $1,360,000 | | Net (Decrease) Increase in Cash and Cash Equivalents | $(164,131) | $(2,962,347) | | Cash and Cash Equivalents - End of period | $6,991,236 | $7,750,744 | - **Net cash used in operating activities** decreased significantly due to lower **net loss** and changes in working capital[19](index=19&type=chunk) - Financing activities provided cash primarily through the issuance of **common stock**[19](index=19&type=chunk) [Notes to Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) This section provides detailed disclosures on the company's business, significant accounting policies, stock-based compensation, warrants, income taxes, convertible notes, and subsequent events, offering crucial context to the condensed financial statements [Note 1 - Nature of Business and Liquidity](index=11&type=section&id=Note%201%20-%20Nature%20of%20Business%20and%20Liquidity) Amesite Inc. is an AI-driven platform and course designer with a history of **net losses** and negative operating cash flows, raising **substantial doubt** about its ability to continue as a **going concern**, and faces a potential Nasdaq delisting - Amesite Inc. is an artificial intelligence-driven platform and course designer offering customized online products for businesses, universities, colleges, and K-12 schools[21](index=21&type=chunk) - The company has a history of **net losses** and negative cash flows from operating activities, leading to **substantial doubt** about its ability to continue as a **going concern**[24](index=24&type=chunk)[26](index=26&type=chunk) - Amesite Inc. received a Nasdaq notice for failing to maintain a **minimum bid price of $1 per share** and faces **potential delisting** if compliance is not regained by **March 6, 2023**[25](index=25&type=chunk) [Note 2 - Significant Accounting Policies](index=13&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies used in preparing the condensed financial statements, including the basis of presentation, use of estimates, fair value measurements, cash and cash equivalents, income taxes, technology and content development, property and equipment, capitalized software costs, and revenue recognition - Financial statements are prepared in accordance with GAAP and SEC requirements, with a fiscal year ending **June 30**[29](index=29&type=chunk) - Revenue is primarily generated from contractual arrangements with businesses and educational institutions to provide a comprehensive platform of integrated technology and technology-enabled services, recognized ratably over the contract term[41](index=41&type=chunk)[42](index=42&type=chunk) - The company capitalizes costs incurred in the development of software for internal use, amortizing them over a period of **three years**, and recognized amortization expense of approximately **$350,000** for the six months ended **December 31, 2022**[40](index=40&type=chunk) [Note 3 - Stock-Based Compensation](index=18&type=section&id=Note%203%20-%20Stock-Based%20Compensation) The company grants stock options, restricted stock units, and stock warrants under its Equity Incentive Plan, measured at fair value using the Black-Scholes model, with **$191,379** in expense for the six months ended December 31, 2022, and **$1,464,000** of unrecognized compensation cost remaining - Stock-based awards (options, restricted stock units, warrants) are granted under the Equity Incentive Plan and valued using the Black-Scholes model[59](index=59&type=chunk)[60](index=60&type=chunk) | Metric | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :---------------------------- | :---------------------------- | | Stock-based compensation expense | $191,379 | $811,611 | - As of **December 31, 2022**, approximately **$1,464,000** of total **unrecognized compensation cost** related to nonvested options is expected to be recognized through **December 2026**[68](index=68&type=chunk) [Note 4 - Warrants](index=19&type=section&id=Note%204%20-%20Warrants) As of December 31, 2022, there were **1,590,739 warrants** outstanding, an increase from **1,421,739** at June 30, 2022, with **169,000 common stock warrants** issued during the period for fundraising | Metric | Dec 31, 2022 | Jun 30, 2022 | | :---------------------------------- | :----------- | :----------- | | Warrants outstanding | 1,590,739 | 1,421,739 | - During the six months ended **December 31, 2022**, **169,000 common stock warrants** were issued, primarily to a placement agent for fundraising, with a fair value of approximately **$63,489**[69](index=69&type=chunk)[70](index=70&type=chunk) [Note 5 - Income Taxes](index=20&type=section&id=Note%205%20-%20Income%20Taxes) Amesite Inc. has not generated taxable income or tax liabilities since inception and has approximately **$31,500,000** in **net operating loss carryforwards**, with a full valuation allowance recorded against deferred tax assets - The company has not generated taxable income or tax liabilities since inception[73](index=73&type=chunk) - Amesite Inc. has approximately **$31,500,000** of **net operating loss carryforwards**, with a full valuation allowance recorded against deferred tax assets due to realization uncertainty[73](index=73&type=chunk) [Note 6 - Convertible Notes Payable](index=20&type=section&id=Note%206%20-%20Convertible%20Notes%20Payable) In April and May 2020, the company issued unsecured, convertible notes totaling **$2,182,500**, bearing **8% interest** and maturing in one year, subject to automatic conversion into **common stock** upon a qualified equity financing or change of control - In **April and May 2020**, the company issued **$2,182,500** in unsecured, convertible notes with an **8% interest rate** and a one-year maturity[74](index=74&type=chunk) - The notes were subject to automatic conversion into **common stock** upon a qualified equity financing or change of control, at a conversion price based on a specified formula[74](index=74&type=chunk) [Note 7 - Subsequent Events](index=20&type=section&id=Note%207%20-%20Subsequent%20Events) On **February 15, 2023**, stockholders approved proposals to grant discretionary authority to the board for a reverse stock split (1-for-5 to 1-for-50) and to amend the 2018 Equity Incentive Plan to increase shares available for issuance by **3,000,000** - Stockholders approved granting the board discretionary authority for a reverse stock split (**1-for-5** to **1-for-50**) within one year[76](index=76&type=chunk) - Stockholders also approved an amendment to the **2018 Equity Incentive Plan** to increase shares available for issuance by **3,000,000**[76](index=76&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Amesite Inc.'s financial performance and condition for the three and six months ended December 31, 2022, highlighting the company's continued **net losses**, ongoing **going concern** issues, and strategies to manage liquidity, alongside a detailed analysis of revenue and expense trends [Overview](index=21&type=section&id=Overview) This overview reiterates Amesite Inc.'s current unprofitability and history of **net losses**, emphasizing the **substantial doubt** about its ability to continue as a **going concern**, with management's plans to generate cash through financing transactions noted - Amesite Inc. is not currently profitable, with a **net loss of $699,000** for the three months ended **December 31, 2022**, and **$23.8 million** since incorporation[80](index=80&type=chunk) - **Substantial doubt** exists regarding the company's ability to continue as a **going concern**, with management planning financing transactions, including **common stock** offerings, which are subject to market conditions[81](index=81&type=chunk)[82](index=82&type=chunk) [Basis of Presentation](index=22&type=section&id=Basis%20of%20Presentation) The financial statements are prepared in accordance with U.S. GAAP and SEC requirements, forming the basis for the management's discussion and analysis - The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC[84](index=84&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=22&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section details the critical accounting policies and estimates that require significant management judgment, including those related to internally-developed capitalized software, stock-based compensation, and revenue recognition, which significantly affect the reported financial amounts - The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the reported amounts of revenue and expenses[85](index=85&type=chunk) [Internally-Developed Capitalized Software](index=22&type=section&id=Internally-Developed%20Capitalized%20Software) The company capitalizes certain costs for internal-use software development, primarily direct labor and third-party vendor costs, during the application development stage, amortizing them over an estimated useful life of **three years** once the software is in service - Costs related to internal-use software development, primarily direct labor and third-party vendor costs, are capitalized during the application development stage[86](index=86&type=chunk) - Capitalized software costs are amortized on the straight-line method over an estimated useful life of **three years**[86](index=86&type=chunk) [Stock-Based Compensation](index=22&type=section&id=Stock-Based%20Compensation%20(Critical%20Accounting%20Policies)) Stock-based awards, including options, restricted stock units, and warrants, are measured at fair value using the Black-Scholes model, with stock options typically vesting over **two years** with ten-year contractual terms - Stock-based awards (**stock options**, restricted stock units, and **stock warrants**) are measured at fair value using the Black-Scholes option pricing model[87](index=87&type=chunk) - **Stock options** generally vest over **two years** with ten-year contractual terms, restricted stock units have a **12-month** term, and **stock warrants** have a **five-year** term[87](index=87&type=chunk) [Revenue Recognition](index=22&type=section&id=Revenue%20Recognition%20(Critical%20Accounting%20Policies)) This policy outlines how Amesite Inc. recognizes revenue, primarily from annual licensing arrangements with educational and business customers for its technology platform and services, generally recognized ratably over the contract term - Substantially all revenue comes from contractual arrangements with businesses, colleges and universities and K-12 schools to provide a comprehensive platform of tightly integrated technology and technology enabled services related to product offerings[88](index=88&type=chunk) - Revenue related to licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery[88](index=88&type=chunk) [Performance Obligations and Timing of Recognition](index=23&type=section&id=Performance%20Obligations%20and%20Timing%20of%20Recognition) The company's contracts typically have a single performance obligation to set up and provide a hosted platform, satisfied ratably over the **two-year** contract term, with professional services evaluated for distinctness and transaction prices allocated based on standalone selling prices - Contracts generally have **two-year** terms and a single performance obligation to provide a hosted platform, satisfied ratably over the contract term[90](index=90&type=chunk) - Professional services are evaluated for distinctness, and transaction prices are allocated based on relative standalone selling prices, or a cost-plus margin approach if not observable[91](index=91&type=chunk) - Fixed fees, such as annual license and maintenance charges, are recognized ratably over the service period[92](index=92&type=chunk) [Accounts Receivable, Contract Assets and Liabilities](index=23&type=section&id=Accounts%20Receivable,%20Contract%20Assets%20and%20Liabilities) Accounts receivable are stated at net realizable value, with no allowance for doubtful accounts as of December 31, 2022, and contract liabilities, primarily deferred revenue from upfront payments, are expected to be recognized over the next **12 months** - Accounts receivable are stated at net realizable value, with no allowance for doubtful accounts as of **December 31, 2022**, or **June 30, 2022**[93](index=93&type=chunk) - Contract liabilities, primarily deferred revenue, represent amounts billed or received in excess of recognized revenue, generally from upfront payments for annual license fees[94](index=94&type=chunk)[95](index=95&type=chunk) - The deferred revenue balance as of **December 31, 2022**, is expected to be recognized over the next **12 months**[53](index=53&type=chunk) [Results of Operations](index=24&type=section&id=Results%20of%20Operations) This section analyzes the company's financial performance for the three and six months ended December 31, 2022, highlighting **revenue growth** and significant reductions in operating expenses, which led to a substantially lower **net loss** compared to the prior year [Revenue](index=24&type=section&id=Revenue) Revenue increased to **$237,000** for the three months ended December 31, 2022 (from **$189,174** in 2021) and to **$517,421** for the six months ended December 31, 2022 (from **$329,865** in 2021), primarily driven by contract renewals | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Revenue | $237,000 | $189,174 | $517,421 | $329,865 | - **Revenue growth** compared to prior year for the three and six months ended **December 31, 2022** was primarily driven by contract renewals[96](index=96&type=chunk) [General and Administrative](index=24&type=section&id=General%20and%20Administrative) General and administrative expenses significantly decreased to **$316,348** for the three months ended December 31, 2022 (from **$1,451,978** in 2021) and to **$1,292,219** for the six months ended December 31, 2022 (from **$2,687,748** in 2021), due to deliberate **cost-cutting measures** | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | General and administrative expenses | $316,348 | $1,451,978 | $1,292,219 | $2,687,748 | - The decrease in general and administrative expenses was primarily due to deliberate **cost reductions**, including reductions in headcount and associated administrative costs, made possible by completion of certain features and platform capabilities[98](index=98&type=chunk) [Technology and Content Development](index=24&type=section&id=Technology%20and%20Content%20Development) Technology and content development expenses decreased to **$431,087** for the three months ended December 31, 2022 (from **$681,018** in 2021) and to **$911,274** for the six months ended December 31, 2022 (from **$1,477,126** in 2021), mainly due to decreased headcount and completion of learning programs | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Technology and content development | $431,087 | $681,018 | $911,274 | $1,477,126 | - The decrease in technology and content development expenses was principally related to reductions in headcount and associated administrative costs, and the completion of certain learning programs[100](index=100&type=chunk) [Sales and Marketing](index=24&type=section&id=Sales%20and%20Marketing) Sales and marketing expenses decreased to **$201,656** for the three months ended December 31, 2022 (from **$384,027** in 2021) and to **$607,100** for the six months ended December 31, 2022 (from **$871,260** in 2021), reflecting a refinement of sales and marketing processes | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Sales and marketing expenses | $201,656 | $384,027 | $607,100 | $871,260 | - The decrease in sales and marketing expenses was principally related to refinement of sales and marketing processes to those that focus messaging directly to key markets and offer improved lead generation[101](index=101&type=chunk) [Interest Income](index=25&type=section&id=Interest%20Income) Interest income increased to **$12,508** for the three months ended December 31, 2022 (from **$7,273** in 2021) and to **$17,958** for the six months ended December 31, 2022 (from **$7,535** in 2021) | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Interest Income | $12,508 | $7,273 | $17,958 | $7,535 | [Net Loss](index=25&type=section&id=Net%20Loss) The **net loss** significantly decreased to **$699,444** for the three months ended December 31, 2022 (from **$2,322,239** in 2021) and to **$2,276,747** for the six months ended December 31, 2022 (from **$4,700,396** in 2021), attributed to deliberate **cost savings measures** | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Net Loss | $(699,444) | $(2,322,239) | $(2,276,747) | $(4,700,396) | - The **loss** was substantially lower during the six months ended **December 31, 2022** compared to **2021** as a result of deliberate **cost savings measures**, including reduced staffing and improved sales and marketing efficiency[104](index=104&type=chunk) [Capital Expenditures](index=25&type=section&id=Capital%20Expenditures) Capital asset additions for the three months ended December 31, 2022, were **$65,672** (down from **$212,091** in 2021), and for the six months ended December 31, 2022, were **$175,209** (down from **$500,624** in 2021), primarily consisting of capitalized technology and content development costs | Metric | Three Months Ended Dec 31, 2022 | Three Months Ended Dec 31, 2021 | Six Months Ended Dec 31, 2022 | Six Months Ended Dec 31, 2021 | | :---------------------------------- | :------------------------------ | :------------------------------ | :---------------------------- | :---------------------------- | | Capital asset additions | $65,672 | $212,091 | $175,209 | $500,624 | - Capital asset additions were comprised primarily of capitalized technology and content development, and the company will continue to capitalize significant software development costs[105](index=105&type=chunk) [Financial Position, Liquidity, and Capital Resources](index=25&type=section&id=Financial%20Position,%20Liquidity,%20and%20Capital%20Resources) Amesite Inc. is not profitable and faces **substantial doubt** about its ability to continue as a **going concern**, with a cash balance of **$6,991,236** as of December 31, 2022, while exploring further financing and facing a **potential Nasdaq delisting** - The company is not profitable and has a history of **net losses** and negative operating cash flows, leading to **substantial doubt** about its ability to continue as a **going concern**[106](index=106&type=chunk)[110](index=110&type=chunk)[112](index=112&type=chunk) - As of **December 31, 2022**, the cash balance totaled **$6,991,236**[110](index=110&type=chunk) - The company raised approximately **$1.85 million** in **net cash proceeds** from a public offering in **September 2022** and has access to a purchase agreement with Lincoln Park Capital Fund for up to **$16.5 million** in **common stock** sales[108](index=108&type=chunk)[107](index=107&type=chunk) - Amesite Inc. received a Nasdaq notice for failing to maintain a **minimum bid price** and faces **potential delisting**, which could negatively impact its ability to obtain financing and trade its stock[111](index=111&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=26&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) Amesite Inc. is not required to provide quantitative and qualitative disclosures about market risk as it qualifies as a "smaller reporting company" - The Company is not required to provide the information required by this Item as it is a "**smaller reporting company**"[113](index=113&type=chunk) [Item 4. Controls and Procedures](index=26&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, evaluated the effectiveness of disclosure controls and procedures as of December 31, 2022, and concluded they were effective, having also addressed previously identified material weaknesses in internal controls [Evaluation of Disclosure Controls and Procedures](index=26&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) As of December 31, 2022, management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective - Management concluded that disclosure controls and procedures were effective as of **December 31, 2022**[114](index=114&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=26&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) The company addressed previously identified material weaknesses in internal controls by conducting a full risk assessment using the COSO framework, enhancing control activities, and implementing monitoring processes, with no other material changes during the quarter - The Company has undertaken a full risk assessment of its controls utilizing the **COSO five-part framework**, has enhanced its control activities, and has implemented monitoring processes to address previously identified material weaknesses[114](index=114&type=chunk) - Except as noted, there were no changes in internal control over financial reporting that materially affected or are reasonably likely to materially affect internal control over financial reporting during the quarter ended **December 31, 2022**[115](index=115&type=chunk) [PART II – OTHER INFORMATION](index=27&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part covers legal proceedings, updated risk factors, equity sales, defaults, and other required disclosures [Item 1. Legal Proceedings](index=27&type=section&id=Item%201.%20Legal%20Proceedings) Amesite Inc. reported no legal proceedings during the period - No legal proceedings were reported[117](index=117&type=chunk) [Item 1A. Risk Factors](index=27&type=section&id=Item%201A.%20Risk%20Factors) This section updates the risk factors, emphasizing the **substantial doubt** about the company's ability to continue as a **going concern** due to ongoing **net losses** and its dependence on raising additional capital, also highlighting the risk of delisting from Nasdaq due to non-compliance with the **minimum bid price** requirement - **Substantial doubt** exists about the company's ability to continue as a **going concern** due to a history of **net losses** and reliance on additional capital[118](index=118&type=chunk) - The company received a Nasdaq notice for failing to maintain a **minimum bid price of $1 per share** and faces **potential delisting** by **March 6, 2023**, which could adversely affect stock value, liquidity, and financing[119](index=119&type=chunk)[120](index=120&type=chunk)[121](index=121&type=chunk) - Stockholders approved a reverse stock split proposal to address the **minimum bid price** requirement, but there can be no assurance that it would be approved or would resolve the compliance issue[120](index=120&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=27&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) Amesite Inc. reported no unregistered sales of equity securities or use of proceeds during the period - No unregistered sales of equity securities and use of proceeds were reported[122](index=122&type=chunk) [Item 3. Defaults Upon Senior Securities](index=28&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) Amesite Inc. reported no defaults upon senior securities during the period - No defaults upon senior securities were reported[123](index=123&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to Amesite Inc. - This item is not applicable to the company[123](index=123&type=chunk) [Item 5. Other Information](index=28&type=section&id=Item%205.%20Other%20Information) Amesite Inc. reported no other information required by this item - No other information was reported[123](index=123&type=chunk) [Item 6. Exhibits](index=29&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed with the Form 10-Q, including certifications from the CEO and CFO (pursuant to Sections 302 and 906 of Sarbanes-Oxley Act) and Inline XBRL documents - The exhibits include certifications of the Chief Executive Officer and Chief Financial Officer filed pursuant to Exchange Act Rules **13a-14(a)** and **15d-14(a)** and **18 U.S.C. Section 1350**[124](index=124&type=chunk) - Inline XBRL Instance Document, Taxonomy Extension Schema, Calculation Linkbase, Definition Linkbase, Label Linkbase, and Presentation Linkbase Documents are filed[124](index=124&type=chunk) [Signatures](index=30&type=section&id=SIGNATURES) This section confirms the report's official signing by the Chief Executive Officer and Chief Financial Officer - The report was signed on behalf of Amesite Inc. by Ann Marie Sastry, Ph.D., Chief Executive Officer, and Sherlyn W. Farrell, Chief Financial Officer, on **February 17, 2023**[126](index=126&type=chunk)

PART I – FINANCIAL INFORMATION This section covers unaudited financial statements, MD&A, market risk, and internal controls for the interim period [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) Amesite Inc.'s unaudited condensed financial statements, including balance sheets, operations, equity, and cash flows, with notes [Condensed Balance Sheets (unaudited)](index=7&type=section&id=Condensed%20Balance%20Sheets%20(unaudited)) This table presents the unaudited condensed balance sheets for Amesite Inc. as of September 30, 2022, and June 30, 2022 | Metric | Sep 30, 2022 | Jun 30, 2022 | | :-------------------------------- | :----------- | :----------- | | Cash and cash equivalents | $8,083,704 | $7,155,367 | | Total current assets | $8,310,583 | $7,729,996 | | Total assets | $9,389,809 | $8,883,860 | | Total current liabilities | $743,865 | $748,108 | | Total stockholders' equity | $8,645,944 | $8,135,752 | | Accumulated deficit | $(30,854,354) | $(29,277,016) | [Condensed Statements of Operations (unaudited)](index=8&type=section&id=Condensed%20Statements%20of%20Operations%20(unaudited)) This table presents unaudited condensed statements of operations for the three months ended September 30, 2022, and 2021 | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Net Revenue | $280,282 | $140,691 | +99.2% | | Total operating expenses | $1,862,540 | $2,519,110 | -26.1% | | Net Loss | $(1,577,338) | $(2,378,157) | -33.7% | | Basic and diluted loss per share | $(0.06) | $(0.11) | -45.5% | [Condensed Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Condensed%20Statements%20of%20Stockholders%27%20Equity%20(unaudited)) This table presents unaudited condensed statements of stockholders' equity from July 1, 2022, to September 30, 2022 | Metric | July 1, 2022 | Sep 30, 2022 | | :-------------------------------- | :----------- | :----------- | | Common Shares Outstanding | 25,993,484 | 30,300,305 | | Additional Paid-In Capital | $37,410,209 | $39,497,308 | | Accumulated Deficit | $(29,277,016) | $(30,854,354) | | Total Stockholders' Equity | $8,135,752 | $8,645,944 | [Condensed Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(unaudited)) This table presents unaudited condensed statements of cash flows for the three months ended September 30, 2022, and 2021 | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | | :-------------------------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | $(809,766) | $(1,209,372) | | Net cash used in investing activities | $(112,398) | $(273,147) | | Net cash provided by financing activity | $1,850,501 | $1,360,000 | | Net Increase (Decrease) in Cash | $928,337 | $(122,519) | | Cash and Cash Equivalents - End of period | $8,083,704 | $10,590,572 | [Notes to Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) Detailed notes accompanying financial statements, explaining accounting policies and significant disclosures - The financial statements are unaudited and prepared in accordance with GAAP, reflecting the company's financial position and performance for the interim period[28](index=28&type=chunk) [Note 1 - Nature of Business and Liquidity](index=11&type=section&id=Note%201%20-%20Nature%20of%20Business%20and%20Liquidity) Describes Amesite Inc.'s business operations, liquidity challenges, and going concern status - Amesite Inc. is an artificial intelligence-driven platform and course designer providing customized online products for businesses, universities, colleges, and K-12 schools[20](index=20&type=chunk) - The Company has a history of net losses and negative cash flows from operating activities, raising **substantial doubt about its ability to continue as a going concern**[23](index=23&type=chunk)[25](index=25&type=chunk) - The Company received a Nasdaq notice for failing to maintain a minimum bid price of **$1 per share**, with a compliance deadline of **March 6, 2023**, or face delisting[24](index=24&type=chunk) - Management plans to generate cash through financing transactions, such as common stock offerings, but these plans are subject to market conditions and are not deemed probable[26](index=26&type=chunk) [Note 2 - Significant Accounting Policies](index=13&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) Details key accounting policies applied, including revenue recognition, software, and customer concentration - The financial statements are prepared in accordance with GAAP and SEC requirements, with a fiscal year ending June 30[28](index=28&type=chunk) - Costs for internally-developed software are capitalized during the application development stage and amortized over **three years**. Amortization expense was **$180,659 for Q3 2022**, down from **$208,000 in Q3 2021**[30](index=30&type=chunk) - Revenue is primarily generated from contractual arrangements with businesses, colleges, universities, and K-12 schools for integrated technology and services, recognized ratably over the contract term (typically **two years**)[31](index=31&type=chunk)[32](index=32&type=chunk) - Four customers comprised approximately **73% of total revenue for the three months ended September 30, 2022**, compared to three customers comprising **86% in the prior year**[34](index=34&type=chunk) | Customer Type | Sep 30, 2022 | Sep 30, 2021 | | :------------ | :----------- | :----------- | | Enterprise | $198,893 | $105,666 | | University | $81,389 | $30,025 | | K-12 | $0 | $5,000 | | **Total** | **$280,282** | **$140,691** | | Metric | Sep 30, 2022 | Sep 30, 2021 | | :------------------------------------ | :----------- | :----------- | | Opening balance (Deferred Revenue) | $342,672 | $333,200 | | Billings | $216,500 | $216,806 | | Less revenue recognized | $(217,502) | $(140,691) | | Closing balance (Deferred Revenue) | $341,670 | $409,314 | - The deferred revenue balance of **$341,670 as of September 30, 2022**, is expected to be recognized over the next **12 months**[43](index=43&type=chunk) - Potentially dilutive securities increased to **8,928,174 for Q3 2022** from **4,421,364 for Q3 2021**[44](index=44&type=chunk) [Note 3 - Stock-Based Compensation](index=16&type=section&id=Note%203%20-%20Stock-Based%20Compensation) Outlines the Company's equity incentive plan and accounting for stock-based compensation expenses - The Company's Equity Incentive Plan allows grants of stock options, restricted stock, etc., with **4,600,000 shares reserved**[48](index=48&type=chunk) - Stock-based compensation expense decreased to **$175,779 for Q3 2022** from **$389,085 for Q3 2021**[52](index=52&type=chunk) - As of September 30, 2022, there was approximately **$171,964 of total unrecognized compensation cost** for nonvested options, expected to be recognized through **March 2026**[55](index=55&type=chunk) [Note 4 - Common Stock](index=17&type=section&id=Note%204%20-%20Common%20Stock) Describes transactions related to common stock, including financing agreements and warrant issuances - The Company has a purchase agreement with Lincoln Park Capital Fund, LLC, allowing sales of up to **$16.5 million worth of common stock** until **August 2, 2023**[56](index=56&type=chunk) - On September 1, 2022, the Company sold **4,181,821 shares of common stock** for approximately **$1.85 million (net)** and issued warrants to purchase an aggregate of **4,181,821 shares**[63](index=63&type=chunk) - Warrants issued in connection with the September 2022 offering had a fair value of approximately **$953,460** (for private placement) and **$42,454** (for underwriter), estimated using the Black-Scholes Model[63](index=63&type=chunk)[64](index=64&type=chunk) [Note 5 - Income Taxes](index=18&type=section&id=Note%205%20-%20Income%20Taxes) Explains the Company's income tax position, including NOL carryforwards and valuation allowances - The Company has not generated taxable income and has not recognized an income tax benefit[65](index=65&type=chunk) - The Company has approximately **$30.8 million in federal and state net operating loss (NOL) carryforwards**, with a full valuation allowance recorded against deferred tax assets[66](index=66&type=chunk) [Note 6 - Subsequent Events](index=18&type=section&id=Note%206%20-%20Subsequent%20Events) Confirms no material subsequent events occurred through the filing date of the Quarterly Report - No material subsequent events were identified through the filing date of the Quarterly Report[67](index=67&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=20&type=section&id=ITEM%202.%20MANAGEMENT%27S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management's perspective on financial condition, operations, liquidity, and capital resources for Q3 2022, highlighting growth and concerns - The Company is not currently profitable, reporting a net loss of **$1,577,338 for the three months ended September 30, 2022**, and a cumulative net loss of **$30,854,354 since inception**[71](index=71&type=chunk) - Management believes it will have sufficient cash for the next twelve months, but **substantial doubt about the Company's ability to continue as a going concern** remains due to uncertainties in its forecast and reliance on future financing[72](index=72&type=chunk)[73](index=73&type=chunk) [Overview](index=20&type=section&id=Overview) High-level summary of the Company's financial performance and going concern status for the reporting period - The Company is not currently profitable and incurred a net loss of **$1,577,338 for the three months ended September 30, 2022**[71](index=71&type=chunk) - **Substantial doubt exists about the Company's ability to continue as a going concern**, despite management's belief in sufficient cash for the next twelve months, due to forecast uncertainty and reliance on future financing[72](index=72&type=chunk)[73](index=73&type=chunk) [Basis of Presentation](index=21&type=section&id=Basis%20of%20Presentation) Outlines accounting principles and standards used in preparing the financial statements - Financial statements are prepared in accordance with GAAP and SEC requirements[75](index=75&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=21&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) Details key accounting policies and significant management judgments and estimates impacting financial statements - The preparation of financial statements requires significant estimates and assumptions, particularly for internally-developed capitalized software and revenue recognition[76](index=76&type=chunk) [Internally-Developed Capitalized Software](index=21&type=section&id=Internally-Developed%20Capitalized%20Software) Details accounting policy for capitalizing and amortizing costs of internally-developed software - Costs for internal-use software development are capitalized during the application development stage and amortized over an estimated useful life of **three years**[77](index=77&type=chunk) [Revenue Recognition](index=21&type=section&id=Revenue%20Recognition) Describes the Company's policy for recognizing revenue from contractual arrangements and services - Revenue is primarily derived from annual licensing arrangements, including maintenance and setup fees, recognized ratably over the typical **two-year contract term**[78](index=78&type=chunk)[79](index=79&type=chunk) - Professional services are evaluated for distinctness, and transaction prices are allocated based on standalone selling prices or a cost-plus margin approach[81](index=81&type=chunk) - Four customers accounted for approximately **73% of total revenue for the three months ended September 30, 2022**[82](index=82&type=chunk) [Accounts Receivable, Contract Assets and Liabilities](index=22&type=section&id=Accounts%20Receivable%2C%20Contract%20Assets%20and%20Liabilities) Explains accounting for accounts receivable, contract assets, and contract liabilities like deferred revenue - Accounts receivable are stated at net realizable value, with no allowance for doubtful accounts as of **September 30, 2022**, or **June 30, 2022**[83](index=83&type=chunk) - Contract liabilities (deferred revenue) represent amounts billed or received in excess of recognized revenue, typically from upfront payments for annual license fees[84](index=84&type=chunk)[85](index=85&type=chunk) [Results of Operations](index=22&type=section&id=Results%20of%20Operations) Analyzes the Company's financial performance, including revenue, expenses, and net loss, for the reporting period - The Company experienced a significantly lower net loss in Q3 2022 compared to Q3 2021, primarily due to decreased operating expenses[90](index=90&type=chunk) [Revenue](index=22&type=section&id=Revenue) Analyzes the Company's revenue performance, highlighting growth drivers for the reporting period | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :------ | :------------------------------ | :------------------------------ | :----------- | | Revenue | $280,282 | $140,691 | +99.2% | - Revenue growth was driven by higher recognition of deferred revenues and new annual license fees with associated services[86](index=86&type=chunk) [General and Administrative](index=23&type=section&id=General%20and%20Administrative) Details changes in general and administrative expenses and their primary drivers | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------- | | G&A Expenses | $976,320 | $1,235,770 | -21.0% | - The decrease in G&A expenses was primarily due to lower professional fees and stock-based compensation[87](index=87&type=chunk) [Technology and Content Development](index=23&type=section&id=Technology%20and%20Content%20Development) Examines trends and factors influencing technology and content development expenses | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Tech & Content Dev Expenses | $480,775 | $796,108 | -39.6% | - The decrease was mainly due to reduced development of technology platforms and lower amortization of capitalized software[88](index=88&type=chunk) [Sales and Marketing](index=23&type=section&id=Sales%20and%20Marketing) Analyzes sales and marketing expenses, identifying key factors contributing to changes | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :-------------------------------- | :------------------------------ | :------------------------------ | :----------- | | Sales & Marketing Expenses | $405,445 | $487,232 | -16.8% | - The decrease was primarily due to decreased payroll costs allocated to fewer sales and marketing personnel[89](index=89&type=chunk) [Interest Income](index=23&type=section&id=Interest%20Income) Reports the Company's interest income for the period, noting significant changes year-over-year | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :------------- | :------------------------------ | :------------------------------ | :----------- | | Interest Income | $5,451 | $262 | +1972.1% | [Net Loss](index=23&type=section&id=Net%20Loss) Details the Company's net loss for the period and primary reasons for its change | Metric | Three Months Ended Sep 30, 2022 | Three Months Ended Sep 30, 2021 | Change (YoY) | | :------- | :------------------------------ | :------------------------------ | :----------- | | Net Loss | $(1,577,338) | $(2,378,157) | -33.7% | - The net loss decreased significantly due to lower operating expenses[90](index=90&type=chunk) [Financial Position, Liquidity, and Capital Resources](index=24&type=section&id=Financial%20Position%2C%20Liquidity%2C%20and%20Capital%20Resources) Discusses financial health, cash management, and funding strategies, including going concern considerations - The Company is not profitable and has a history of net losses and negative operating cash flows[91](index=91&type=chunk)[94](index=94&type=chunk) - As of **September 30, 2022**, the cash balance was **$8,083,704**[94](index=94&type=chunk) - The Company has engaged in various financing activities, including a purchase agreement with Lincoln Park for up to **$16.5 million in common stock** and a September 2022 offering that raised approximately **$1.85 million net**[92](index=92&type=chunk)[94](index=94&type=chunk) - **Substantial doubt about the Company's ability to continue as a going concern** persists, despite management's forecast of sufficient cash for the next twelve months, due to uncertainties and reliance on future financing[96](index=96&type=chunk)[97](index=97&type=chunk) - The Company faces potential delisting from Nasdaq due to non-compliance with the minimum bid price rule[95](index=95&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=25&type=section&id=Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) Confirms absence of changes in or disagreements with accountants regarding financial disclosure - There were no changes in or disagreements with accountants on accounting and financial disclosure[98](index=98&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=25&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Amesite Inc. is exempt from detailed market risk disclosures - The Company is a "smaller reporting company" and is not required to provide detailed market risk disclosures[99](index=99&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=25&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management concluded disclosure controls were ineffective due to material weaknesses in internal control over financial reporting - Management concluded that disclosure controls and procedures were **not effective as of September 30, 2022**[99](index=99&type=chunk) - Material weaknesses were identified in three components of the COSO framework: risk assessment, control activities, and monitoring activities[99](index=99&type=chunk)[100](index=100&type=chunk)[101](index=101&type=chunk) [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) Disclosure controls deemed ineffective due to material weaknesses in internal control over financial reporting - Disclosure controls and procedures were deemed **ineffective due to material weaknesses in internal control over financial reporting**[99](index=99&type=chunk) - Specific material weaknesses include deficiencies in identifying and assessing business changes (risk assessment), developing and deploying control activities, and performing ongoing evaluation and timely communication of deficiencies (monitoring activities)[100](index=100&type=chunk)[101](index=101&type=chunk) [Remediation Efforts to Address the Material Weaknesses](index=25&type=section&id=Remediation%20Efforts%20to%20Address%20the%20Material%20Weaknesses) Remediation plans include formalizing risk assessment, documenting control activities, and monitoring internal controls - Remediation plans include formalizing the risk assessment process, documenting control activities for transactions and financial reporting, and formalizing the process for monitoring internal control over financial reporting[101](index=101&type=chunk)[102](index=102&type=chunk) - The Company will utilize a third-party finance and accounting service provider to assist with implementing revised control activities and monitoring[101](index=101&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=26&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) No material changes in internal control over financial reporting occurred during the quarter - No changes in internal control over financial reporting occurred during the quarter that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[104](index=104&type=chunk) PART II – OTHER INFORMATION This section details legal proceedings, risk factors, equity sales, and other required disclosures [ITEM 1. LEGAL PROCEEDINGS](index=27&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Amesite Inc. reported no material legal proceedings for the period - There are no legal proceedings to report[106](index=106&type=chunk) [ITEM 1A. RISK FACTORS](index=27&type=section&id=ITEM%201A.%20RISK%20FACTORS) Substantial doubt about going concern due to net losses, financing reliance, and potential Nasdaq delisting - **Substantial doubt exists about the Company's ability to continue as a going concern** due to a history of net losses and the need for additional financing[107](index=107&type=chunk) - The Company's long-term growth and success are dependent on its ability to raise additional capital and implement its business plan, with no assurance of success[107](index=107&type=chunk) - The Company's common stock could be **delisted from Nasdaq** if it fails to regain compliance with the minimum bid price rule, which could negatively impact financing and stock trading[95](index=95&type=chunk)[107](index=107&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=27&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) Warrants issued for common stock in a private placement during September 2022 offering, exempt under Securities Act - In connection with the September 2022 public offering, the Company issued warrants to purchase **4,181,821 shares of common stock** in a concurrent private placement[108](index=108&type=chunk) - These warrants were issued under an exemption provided by Section 4(a)(2) and Rule 506(b) of the Securities Act[108](index=108&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=27&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) Amesite Inc. reported no defaults upon senior securities - There were no defaults upon senior securities[108](index=108&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=27&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to Amesite Inc - This item is not applicable to the Company[108](index=108&type=chunk) [ITEM 5. OTHER INFORMATION](index=27&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Amesite Inc. reported no other information required under this item - There is no other information to report[108](index=108&type=chunk) [ITEM 6. EXHIBITS](index=28&type=section&id=ITEM%206.%20EXHIBITS) Lists exhibits filed as part of the Quarterly Report on Form 10-Q, including certifications and XBRL documents - The report includes various exhibits such as certifications (31.1, 31.2, 32.1, 32.2), Inline XBRL documents (101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE), and the Cover Page Interactive Data File (104)[110](index=110&type=chunk) SIGNATURES This section contains official signatures of the CEO and CFO, certifying report accuracy - The report was signed by Ann Marie Sastry, Ph.D., Chief Executive Officer, and Mark Corrao, Chief Financial Officer, on **November 10, 2022**[111](index=111&type=chunk)

[FORM 10-K Cover Page](index=1&type=section&id=FORM%2010-K) - Amesite Inc. filed its Annual Report on Form 10-K for the fiscal year ended June 30, 2022, and is a **non-accelerated filer** and a **smaller reporting company**[1](index=1&type=chunk)[3](index=3&type=chunk)[4](index=4&type=chunk) Key Company Information | Detail | Value | | :--- | :--- | | State of Incorporation | Delaware | | IRS Employer Identification No. | 82-3431718 | | Registrant's Telephone Number | (734) 876-8141 | | Trading Symbol | AMST | | Exchange | The Nasdaq Stock Market LLC | | Common Stock Outstanding (Sept 22, 2022) | 30,300,305 shares | | Market Value of Non-Affiliate Common Stock (Dec 31, 2021) | ~$22,649,369 | [Cautionary Note Regarding Forward-Looking Statements](index=5&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) - This section highlights that the Annual Report contains forward-looking statements subject to risks and uncertainties that could cause actual results to differ materially[9](index=9&type=chunk)[10](index=10&type=chunk) - Key risks include the platform's ability to generate revenue, the company's ability to continue as a going concern, obtain funding, and protect intellectual property[9](index=9&type=chunk) - The company assumes **no obligation to update** or revise forward-looking statements[10](index=10&type=chunk) [PART I](index=7&type=section&id=PART%20I) [Item 1. Business](index=7&type=section&id=Item%201.%20Business) Amesite Inc. is an AI software company providing cloud-based learning platforms and content creation services for businesses and educational institutions [Business Overview](index=7&type=section&id=Overview) - Amesite is a high-tech artificial intelligence software company providing a cloud-based platform for business and university-delivered education and upskilling[13](index=13&type=chunk) - The company offers a white-label platform to universities, museums, businesses, and government agencies, generating revenue from platform licensing and user fees[14](index=14&type=chunk) - Amesite has received an innovation award for its product and **10 workplace excellence awards**, including 4 national ones[14](index=14&type=chunk) [Our Strategy](index=7&type=section&id=Our%20Strategy) - Amesite delivers Learning Community Environments (LCEs) to businesses and educational institutions, enabling them to offer branded learning products with ease[15](index=15&type=chunk) - The company's revenue is derived from license fees and user fees, targeting customers with large user cohorts to scale revenue[16](index=16&type=chunk) - Amesite aims to provide accessible and highly targeted learning programs, leveraging proprietary data on learner behavior to improve engagement and effectiveness[15](index=15&type=chunk)[16](index=16&type=chunk) [Our Proprietary Technology](index=8&type=section&id=Our%20Proprietary%20Technology) - Amesite's technology uses artificial intelligence algorithms to improve learning outcomes by assisting learners in accessing and utilizing platform content[19](index=19&type=chunk) - The platform features a flexible and scalable full-stack solution with robust front-end tools, integrating best-in-class third-party tools and custom features[18](index=18&type=chunk) - Learner data is collected with permission and used solely to improve learning outcomes, with a **strict policy against selling or distributing data** to third parties[21](index=21&type=chunk) [Our Research and Development Programs](index=9&type=section&id=Our%20Research%20and%20Development%20Programs) - R&D focuses on improving learner engagement with cloud-based platforms by continuously gathering data and incorporating useful tools[23](index=23&type=chunk) - Programs aim to enhance instructor experience by developing tools for timely content delivery, fair assessments, and repeatable outcomes[23](index=23&type=chunk) - R&D also includes integrating new technologies into the learning products and qualifying information to provide carefully curated, relevant, and timely materials[24](index=24&type=chunk) [Our Intellectual Property](index=9&type=section&id=Our%20Intellectual%20Property) - Amesite has received **two U.S. patents** and has **five pending U.S. patent applications**, including one covering its artificial intelligence platform[25](index=25&type=chunk) - The company protects its source codes, methodologies, algorithms, and techniques as trade secrets[26](index=26&type=chunk) - Service marks for AMESITE, KEEP LEARNING, and LCE have been registered with the United States Patent and Trademark Office[26](index=26&type=chunk) [Competition](index=10&type=section&id=Competition) - The online and software industries for higher education are characterized by rapid technological evolution, fierce competition, and strong intellectual property defense[28](index=28&type=chunk) - Competitors include Online Program Management (OPM) firms, Learning Management System (LMS) technology firms, and learning product aggregators[29](index=29&type=chunk) - Principal competitive factors are brand awareness, ability to deliver desired learner outcomes, robustness of technology, and breadth of service offering[30](index=30&type=chunk) [Government Regulation and Product Approval](index=10&type=section&id=Government%20Regulation%20and%20Product%20Approval) - The education industry is heavily regulated by the U.S. Department of Education, accrediting agencies, and state licensing authorities[32](index=32&type=chunk) - Amesite is required to comply with certain education laws as a service provider to higher education institutions, including incentive compensation and accreditation rules[33](index=33&type=chunk)[34](index=34&type=chunk) - The company's activities are also subject to federal and state laws regarding consumer marketing, unfair trade practices, and data protection/privacy requirements[34](index=34&type=chunk) [Sales and Marketing](index=11&type=section&id=Sales%20and%20Marketing) - Amesite plans to grow its sales and marketing program by transitioning from a small direct sales force to a distribution network[35](index=35&type=chunk) - The company intends to develop a branding strategy, including presence at colleges, universities, and commercial institutions, and direct marketing methods[35](index=35&type=chunk) - Amesite plans to pursue selected business opportunities like joint developments, collaborations, and acquisitions to build sales more rapidly[35](index=35&type=chunk) [Board of Advisors](index=11&type=section&id=Board%20of%20Advisors) - Dennis Bernard serves as Chairman, bringing extensive experience in commercial mortgage banking[36](index=36&type=chunk) - Martha A. Darling is a member with a background in education policy consulting and senior management roles at The Boeing Company[37](index=37&type=chunk) - Theodore I. Spencer is a member and Senior Advisor on Admissions Outreach at the University of Michigan[39](index=39&type=chunk) [Human Capital Management](index=12&type=section&id=Human%20Capital%20Management) - As of August 17, 2022, Amesite has **14 full-time employees** and 3 consultants, with no employees covered by a collective bargaining agreement[40](index=40&type=chunk) - The company's culture is driven by values such as 'Judgment beats rules,' 'Measurement beats conjecture,' and 'Passion beats indifference'[41](index=41&type=chunk) - Amesite is committed to diversity and inclusion, with its management team being **57% female** and **29% racially diverse**[42](index=42&type=chunk) [Corporate Information](index=12&type=section&id=Corporate%20Information) - The Company was incorporated in November 2017 and provides AI-driven, customized, high-performance, and scalable online products for schools and businesses[43](index=43&type=chunk) - On September 18, 2020, Amesite Inc. consummated a reorganizational merger, with Amesite Operating Company becoming the surviving entity[43](index=43&type=chunk)[44](index=44&type=chunk) - The company's corporate headquarters are located in Detroit, Michigan, and it maintains a website at www.amesite.com[47](index=47&type=chunk) [Item 1A. Risk Factors](index=14&type=section&id=Item%201A.%20Risk%20Factors) This section outlines significant risks that could materially affect Amesite's business, financial condition, and operating results [Risks Related to Our Business](index=14&type=section&id=Risks%20Related%20to%20Our%20Business) - Amesite has a short operating history and has not generated sustainable revenue, leading to **substantial doubt about its ability to continue as a going concern**[49](index=49&type=chunk)[51](index=51&type=chunk) - The business model relies on successfully licensing its platform, with risks including failure to attract customers or negotiate sustainable revenue agreements[52](index=52&type=chunk) - Factors affecting enrollments include negative perceptions of online courses, ineffective marketing by customers, and reduced higher education funding[53](index=53&type=chunk)[54](index=54&type=chunk)[55](index=55&type=chunk) [Risks Related to Our Financial Condition](index=17&type=section&id=Risks%20Related%20to%20Our%20Financial%20Condition) - Amesite has a history of losses, with net losses of **$9.1 million** and **$11.6 million** for the years ended June 30, 2022 and 2021, respectively[51](index=51&type=chunk) - The company will need **substantial additional funding** to continue operations, as operating expenses are expected to increase[63](index=63&type=chunk) - There is substantial doubt about the company's ability to continue as a going concern due to its early stage of customer base development[51](index=51&type=chunk)[62](index=62&type=chunk) [Risks Related to Managing Any Growth We May Experience](index=18&type=section&id=Risks%20Related%20to%20Managing%20Any%20Growth%20We%20May%20Experience) - Future acquisitions could disrupt business, cause dilution to stockholders, and harm financial condition due to integration problems and increased expenses[65](index=65&type=chunk)[66](index=66&type=chunk)[92](index=92&type=chunk) - Security breaches or failures in the platform could result in unauthorized data disclosure, loss of customers, and reputational harm[68](index=68&type=chunk)[69](index=69&type=chunk) - The company **does not currently have cyber risk insurance**, and any future insurance may not adequately cover losses from security incidents[69](index=69&type=chunk) [Risks Related to Regulatory Requirements](index=19&type=section&id=Risks%20Related%20to%20Regulatory%20Requirements) - Online education is subject to ongoing regulatory obligations, and noncompliance could lead to investigations, sanctions, and fines[70](index=70&type=chunk)[71](index=71&type=chunk) - Unfavorable global economic, business, or political conditions, including health concerns like COVID-19, could adversely affect operations[72](index=72&type=chunk) - A severe or prolonged economic downturn could hinder the company's ability to raise additional capital on acceptable terms[72](index=72&type=chunk) [Risks Related to Our Common Stock](index=20&type=section&id=Risks%20Related%20to%20Our%20Common%20Stock) - Sales of common stock to Lincoln Park may cause **substantial dilution** to existing stockholders and could make future equity sales more difficult[75](index=75&type=chunk)[76](index=76&type=chunk) - The company may require additional financing to sustain operations, and the terms could adversely impact stockholders through dilution[84](index=84&type=chunk)[86](index=86&type=chunk) - Amesite received a notice from Nasdaq regarding its failure to maintain a **minimum bid price of $1 per share**, which could lead to delisting[88](index=88&type=chunk)[89](index=89&type=chunk)[90](index=90&type=chunk) [Risks Related to Our Certificate of Incorporation and Delaware Law](index=27&type=section&id=Risks%20Related%20to%20Our%20Certificate%20of%20Incorporation%20and%20Delaware%20Law) - The certificate of incorporation designates the **Delaware Court of Chancery as the sole and exclusive forum** for most stockholder disputes[112](index=112&type=chunk)[113](index=113&type=chunk) - This exclusive forum provision does not apply to claims under the Securities Act or Exchange Act[113](index=113&type=chunk)[114](index=114&type=chunk) - Certain provisions of the certificate of incorporation and Delaware law may make it more difficult to obtain control of the company[115](index=115&type=chunk)[116](index=116&type=chunk) [Item 1B. Unresolved Staff Comments](index=27&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) This item is not applicable to the company [Item 2. Properties](index=28&type=section&id=Item%202.%20Properties) Amesite's corporate headquarters are in Detroit, Michigan, and the company now operates remotely after terminating its Ann Arbor office lease - Amesite's corporate headquarters are located at 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan 48226[118](index=118&type=chunk) - The company terminated its Ann Arbor, Michigan office and laboratory lease in May 2020 and now **operates remotely** with no further lease obligations[118](index=118&type=chunk) - Management believes the existing remote environment is adequate for current needs[118](index=118&type=chunk) [Item 3. Legal Proceedings](index=28&type=section&id=Item%203.%20Legal%20Proceedings) The company is not currently a party to any legal proceedings expected to have a material adverse effect on its business - The company is not currently a party to or aware of any legal proceedings that are believed to have a **material adverse effect** on its business[119](index=119&type=chunk) - Management assesses claims and makes provisions for loss if it is probable that a liability has been incurred and the amount can be reasonably estimated[119](index=119&type=chunk) [Item 4. Mine Safety Disclosures](index=28&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company [PART II](index=29&type=section&id=PART%20II) [Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=29&type=section&id=Item%205.%20Market%20For%20Registrant's%20Common%20Equity,%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Amesite's common stock trades on the Nasdaq Capital Market under 'AMST,' and the company does not anticipate paying cash dividends [Market Information](index=29&type=section&id=Market%20Information) - Amesite's common stock is trading on the **Nasdaq Capital Market** under the symbol **'AMST'**[122](index=122&type=chunk) [Shareholders](index=29&type=section&id=Shareholders) - As of September 20, 2022, there were approximately **40 stockholders of record** of Amesite's common stock[122](index=122&type=chunk) - The closing price of the common stock on September 20, 2022, was **$0.32**[122](index=122&type=chunk) [Dividends](index=29&type=section&id=Dividends) - Amesite has **never paid or declared any cash dividends** on its common stock and does not anticipate paying any in the foreseeable future[123](index=123&type=chunk) - The company intends to retain all available funds and future earnings to fund the development and expansion of its business[123](index=123&type=chunk) [Recent Sales of Unregistered Securities](index=29&type=section&id=Recent%20Sales%20of%20Unregistered%20Securities) - During the year ended June 30, 2022, **129,024 options** to purchase common stock were issued to employees under the 2018 Equity Incentive Plan[124](index=124&type=chunk) - The company issued a total of **263,901 shares** to consultants for services during fiscal year 2022[124](index=124&type=chunk) - These issuances were exempt from registration under Section 4(a)(2) of the Securities Act[125](index=125&type=chunk) [Item 6. [Reserved]](index=29&type=section&id=Item%206.%20%5BReserved%5D.) This item is reserved and contains no information [Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=30&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on Amesite's financial condition, results of operations, and ongoing need for financing [MD&A Overview](index=30&type=section&id=Overview_MD%26A) - Amesite is not currently profitable and incurred a net loss of **$9.1 million** for the twelve months ended June 30, 2022[129](index=129&type=chunk) - Management believes it has sufficient cash for the next twelve months, but uncertainty raises **substantial doubt about the company's ability to continue as a going concern**[130](index=130&type=chunk) - Plans to generate cash through financing transactions are subject to market conditions and cannot be deemed probable[131](index=131&type=chunk) [Basis of Presentation](index=30&type=section&id=Basis%20of%20Presentation) - The financial statements are prepared in accordance with United States generally accepted accounting principles (GAAP) and SEC requirements[128](index=128&type=chunk)[132](index=132&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=30&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) - The preparation of financial statements requires management to make estimates and assumptions, particularly concerning capitalized software and stock-based compensation[133](index=133&type=chunk) - Costs related to internal-use software are capitalized during the application development stage and amortized over an estimated useful life of **three years**[135](index=135&type=chunk) - Stock-based awards are measured at fair value using the Black-Scholes option pricing model, and revenue is recognized ratably over the contract term[136](index=136&type=chunk)[137](index=137&type=chunk) [Revenue (Results of Operations)](index=32&type=section&id=Revenue_Results_of_Operations) Revenue Comparison (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $697,001 | $674,580 | +$22,421 | - Revenue growth was primarily driven by an increase in annual license fees and associated implementation and customization services[144](index=144&type=chunk) [General and Administrative (Results of Operations)](index=32&type=section&id=General%20and%20Administrative) General and Administrative Expenses (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | G&A Expenses | $5,183,863 | $4,620,431 | +$563,432 | - The increase was primarily due to stock-based compensation related to stock awards and options issued to employees and board members in fiscal year 2022[145](index=145&type=chunk) [Technology and Content Development (Results of Operations)](index=33&type=section&id=Technology%20and%20Content%20Development) Technology and Content Development Expenses (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Tech & Content Dev. Expenses | $3,059,962 | $2,276,555 | +$783,407 | - The increase was primarily due to a **$229,076 settlement obligation** to a vendor for early termination, increased amortization, and an increase in payroll[147](index=147&type=chunk) [Sales and Marketing (Results of Operations)](index=33&type=section&id=Sales%20and%20Marketing_Results_of_Operations) Sales and Marketing Expenses (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Sales & Marketing Expenses | $1,509,694 | $1,751,606 | -$241,912 | - The decrease was due to significantly increased expenditures in fiscal year 2021 focused on digital presence and lead generation[148](index=148&type=chunk) [Interest Income (Results of Operations)](index=33&type=section&id=Interest%20Income) Interest Income (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Interest Income | $9,230 | $1,593 | +$7,637 | [Interest Expense (Results of Operations)](index=33&type=section&id=Interest%20Expense) Interest Expense (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Interest Expense | $12,635 | $3,613,873 | -$3,601,238 | - The substantial decrease was a result of interest expense incurred in connection with the company's offering in the prior fiscal year[150](index=150&type=chunk) [Net Loss (Results of Operations)](index=33&type=section&id=Net%20Loss) Net Loss (FY2022 vs FY2021) | Metric | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Net Loss | $(9,059,923) | $(11,586,292) | +$2,526,369 | - The loss was substantially lower in FY2022 compared to FY2021 primarily due to interest expense incurred in connection with the offering in the prior fiscal year[150](index=150&type=chunk) [Capital Expenditures](index=34&type=section&id=Capital%20Expenditures) Capital Expenditures (FY2022 vs FY2021) | Category | FY2022 | FY2021 | | :--- | :--- | :--- | | Capital Asset Additions | $616,235 | $842,326 | | Capitalized Technology & Content Development | $599,660 | $768,899 | | Property & Equipment | $16,575 | $73,427 | - The company will continue to capitalize significant software development costs, primarily internal payroll and contractor costs[151](index=151&type=chunk) [Financial Position, Liquidity, and Capital Resources Overview](index=34&type=section&id=Financial%20Position,%20Liquidity,%20and%20Capital%20Resources%20Overview) - Amesite is not profitable and has a history of net losses and negative cash flows from operating activities since inception[154](index=154&type=chunk) Cash Balance | Date | Cash Balance | | :--- | :--- | | June 30, 2022 | $7,155,367 | - The company has received a Nasdaq notice for failing to maintain a **minimum bid price of $1 per share**, which could negatively impact financing[155](index=155&type=chunk) [Off-Balance Sheet Arrangements](index=34&type=section&id=Off-Balance%20Sheet%20Arrangements) - Amesite did not have, nor does it currently have, any off-balance sheet arrangements as defined under applicable SEC rules[158](index=158&type=chunk) [Item 7A. Quantitative and Qualitative Disclosures about Market Risk](index=35&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) The company is not required to provide information for this item as it qualifies as a 'smaller reporting company' - The company is not required to provide the information for this item as it is a **'smaller reporting company'**[159](index=159&type=chunk) [Item 8. Financial Statements and Supplementary Data](index=36&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents Amesite's audited financial statements for the fiscal years ended June 30, 2022 and 2021 [Report of Independent Registered Public Accounting Firm](index=37&type=section&id=Report%20of%20Independent%20Registered%20Public%20Accounting%20Firm) - Deloitte & Touche LLP issued an **unqualified opinion** on Amesite's financial statements for June 30, 2022 and 2021[162](index=162&type=chunk) - The auditors noted **substantial doubt about the company's ability to continue as a going concern** due to a history of net losses and negative operating cash flows[163](index=163&type=chunk) - The audit was conducted in accordance with PCAOB standards, but an audit of internal control over financial reporting was not performed[165](index=165&type=chunk) [Balance Sheets](index=38&type=section&id=Balance%20Sheets) Balance Sheet Summary | Item | June 30, 2022 | June 30, 2021 | Change | | :--- | :--- | :--- | :--- | | Cash and cash equivalents | $7,155,367 | $10,713,091 | $(3,557,724) | | Total current assets | $7,729,996 | $11,063,600 | $(3,333,604) | | Total noncurrent assets | $1,153,864 | $1,413,233 | $(259,369) | | Total assets | $8,883,860 | $12,476,833 | $(3,592,973) | | Total current liabilities | $748,108 | $741,743 | +$6,365 | | Total stockholders' equity | $8,135,752 | $11,735,090 | $(3,599,338) | [Statements of Operations](index=39&type=section&id=Statements%20of%20Operations) Statements of Operations Summary | Item | FY2022 | FY2021 | Change | | :--- | :--- | :--- | :--- | | Net Revenue | $697,001 | $674,580 | +$22,421 | | Total Operating Expenses | $9,753,519 | $8,648,592 | +$1,104,927 | | Interest Income | $9,230 | $1,593 | +$7,637 | | Interest Expense | $(12,635) | $(3,613,873) | +$3,601,238 | | Net Loss | $(9,059,923) | $(11,586,292) | +$2,526,369 | | Basic and Diluted Loss per Share | $(0.39) | $(0.59) | +$0.20 | | Weighted Average Shares Outstanding | 23,269,590 | 19,500,251 | +3,769,339 | [Statements of Changes in Stockholders' Equity](index=40&type=section&id=Statements%20of%20Changes%20in%20Stockholders'%20Equity) Changes in Stockholders' Equity | Item | FY2022 | FY2021 | | :--- | :--- | :--- | | Balance - June 30, 2021 | $11,735,090 | $2,999,896 (July 1, 2020) | | Net loss | $(9,059,923) | $(11,586,292) | | Issuance of common stock - net | $4,018,498 | $13,805,830 | | Stock-based compensation expense | $1,442,087 | $876,295 | | Conversion of notes payable | - | $5,639,361 | | Cashless exercise of warrants | - | - | | Balance - June 30, 2022 | $8,135,752 | $11,735,090 | [Statements of Cash Flows](index=41&type=section&id=Statements%20of%20Cash%20Flows) Statements of Cash Flows Summary | Item | FY2022 | FY2021 | | :--- | :--- | :--- | | Net cash used in operating activities | $(6,715,652) | $(5,334,686) | | Net cash used in investing activities | $(711,622) | $(842,326) | | Net cash provided by financing activity | $3,869,550 | $12,796,229 | | Net (Decrease) Increase in Cash and Cash Equivalents | $(3,557,724) | $6,619,217 | | Cash and Cash Equivalents - End of period | $7,155,367 | $10,713,091 | [Note 1 - Nature of Business and Liquidity](index=42&type=section&id=Note%201%20-%20Nature%20of%20Business%20and%20Liquidity) - Amesite Inc., incorporated in November 2017, is an AI-driven platform and course designer for schools and businesses[176](index=176&type=chunk) - The company has a history of net losses and negative operating cash flows, leading to **substantial doubt about its ability to continue as a going concern**[179](index=179&type=chunk)[181](index=181&type=chunk) - Management's plans to generate cash through financing are subject to market conditions and cannot be deemed probable[180](index=180&type=chunk)[182](index=182&type=chunk) [Note 2 - Significant Accounting Policies](index=44&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) - Financial statements are prepared in accordance with GAAP, requiring management estimates and assumptions[184](index=184&type=chunk)[185](index=185&type=chunk) - The company capitalizes costs for internal-use software during the application development stage, amortizing them over **three years**[195](index=195&type=chunk) - Revenue is primarily from annual licensing arrangements with businesses and educational institutions, recognized ratably over the contract term[197](index=197&type=chunk)[198](index=198&type=chunk) Revenue by Customer Type (FY2022 vs FY2021) | Customer Type | 2022 | 2021 | | :--- | :--- | :--- | | Enterprise | $579,664 | $553,703 | | University | $97,337 | $52,982 | | K-12 | $20,000 | $67,895 | | Total | $697,001 | $674,580 | - A **full valuation allowance** has been recorded against deferred tax assets due to uncertainty regarding the realization of net operating loss carryforwards[243](index=243&type=chunk) [Note 3 - Property and Equipment](index=50&type=section&id=Note%203%20-%20Property%20and%20Equipment) Property and Equipment, Net | Item | June 30, 2022 | June 30, 2021 | | :--- | :--- | :--- | | Total cost | $154,054 | $137,479 | | Less accumulated depreciation | $(66,864) | $(36,889) | | Closing balance | $87,190 | $100,590 | - Depreciation expense for the year ended June 30, 2022, was **$29,975**[216](index=216&type=chunk) [Note 4 - Common Stock](index=50&type=section&id=Note%204%20-%20Common%20Stock) - On September 25, 2020, Amesite completed an IPO, selling 3,000,000 shares at $5.00 per share, generating approximately **$12.8 million net proceeds**[217](index=217&type=chunk) - In connection with the IPO, outstanding convertible notes (totaling $2,255,815) were converted into **1,127,872 shares** of common stock[218](index=218&type=chunk)[246](index=246&type=chunk) - On August 2, 2021, Amesite entered a purchase agreement with Lincoln Park Capital Fund for up to **$16.5 million** in common stock[220](index=220&type=chunk)[222](index=222&type=chunk) - On February 16, 2022, the company closed an offering of 3,750,000 shares, receiving approximately **$2.51 million net proceeds**[225](index=225&type=chunk) [Note 5 - Warrants](index=52&type=section&id=Note%205%20-%20Warrants) Warrants Outstanding | Date | Number of Warrants | | :--- | :--- | | June 30, 2022 | 1,421,739 | | June 30, 2021 | 1,234,239 | - The company issued **187,500 warrants** in FY2022 and **150,000** in FY2021 to placement agents, with a 5-year term[228](index=228&type=chunk) - The fair value of warrants is measured using the Black-Scholes Model, with volatilities of **80.1%** (2022) and **45-46%** (2021)[229](index=229&type=chunk)[230](index=230&type=chunk) [Note 6 - Stock-Based Compensation](index=52&type=section&id=Note%206%20-%20Stock-Based%20Compensation) - Amesite's Equity Incentive Plan allows for grants of stock options, restricted stock, and restricted stock units to align interests with stockholders[231](index=231&type=chunk) - Options generally vest over two years with ten-year terms, and fair value is estimated using the Black-Scholes Model[231](index=231&type=chunk)[232](index=232&type=chunk) Stock-Based Compensation Expense | Metric | FY2022 | FY2021 | | :--- | :--- | :--- | | Stock-based compensation expense | $1,442,087 | $876,295 | [Note 7 - Income Taxes](index=53&type=section&id=Note%207%20-%20Income%20Taxes) - Amesite has not generated taxable income and has recorded a **full valuation allowance** against its deferred tax assets, including **$23.3 million** in NOL carryforwards[239](index=239&type=chunk)[243](index=243&type=chunk) - No current or deferred income tax expense or benefit was recognized for the years ended June 30, 2022 and 2021[239](index=239&type=chunk) [Note 8 - Convertible Notes Payable](index=54&type=section&id=Note%208%20-%20Convertible%20Notes%20Payable) - In April and May 2020, Amesite issued unsecured, convertible notes payable with an aggregate principal amount of **$2,182,500**, bearing 8% interest[244](index=244&type=chunk)[245](index=245&type=chunk) - The notes, totaling **$2,255,815**, were converted into 1,127,872 shares of common stock during the September 2020 IPO[246](index=246&type=chunk) - A **$3,383,546 expense**, representing the discount provided to note holders, was recognized and recorded within interest expense[246](index=246&type=chunk) [Note 9 - Subsequent Events](index=55&type=section&id=Note%209%20-%20Subsequent%20Events) - On August 26, 2022, Amesite entered a three-year master services agreement with NAFEO, contingent on NAFEO raising **$30 million** in funding[247](index=247&type=chunk)[248](index=248&type=chunk) - On September 1, 2022, the company sold **4,181,821 shares** of common stock for approximately **$1.85 million** net of fees[249](index=249&type=chunk) - In connection with the September 2022 offering, Amesite issued five-year warrants to purchase **209,091 shares** of common stock[249](index=249&type=chunk) [Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure](index=56&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20With%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) There have been no changes in or disagreements with accountants on accounting and financial disclosure [Item 9A. Controls and Procedures](index=56&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that Amesite's disclosure controls and procedures were not effective as of June 30, 2022, due to material weaknesses [Evaluation of Disclosure Controls and Procedures](index=56&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - As of June 30, 2022, Amesite's CEO and CFO concluded that disclosure controls and procedures were **not effective** due to material weaknesses[252](index=252&type=chunk) [Management's Annual Report on Internal Control over Financial Reporting](index=56&type=section&id=Management's%20Annual%20Report%20on%20Internal%20Control%20over%20Financial%20Reporting) - Management identified **material weaknesses** in internal control over financial reporting as of June 30, 2022[255](index=255&type=chunk) - Material weaknesses were identified in **risk assessment**, **control activities**, and **monitoring activities**[255](index=255&type=chunk)[256](index=256&type=chunk)[257](index=257&type=chunk) [Remediation Efforts to Address the Material Weaknesses](index=57&type=section&id=Remediation%20Efforts%20to%20Address%20the%20Material%20Weaknesses) - The company plans to formalize its risk assessment process with assistance from a third-party service provider[257](index=257&type=chunk) - Remediation efforts include documenting processes and controls for business transactions and financial statement close[258](index=258&type=chunk) - The company will formalize its process and documentation for monitoring internal control over financial reporting[258](index=258&type=chunk) [Changes in Internal Control over Financial Reporting](index=57&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - Except for the identified material weaknesses, there were no other changes in internal control over financial reporting during the quarter ended June 30, 2022[260](index=260&type=chunk) [Item 9B. Other Information](index=57&type=section&id=Item%209B.%20Other%20Information.) This item reports no other information [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=57&type=section&id=Item%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections.) This item is not applicable to the company [PART III](index=58&type=section&id=PART%20III) [Item 10. Directors, Executive Officers and Corporate Governance](index=58&type=section&id=Item%2010.%20Directors,%20Executive%20Officers%20and%20Corporate%20Governance) The information required for this item will be incorporated by reference from the company's definitive Proxy Statement - Information for this item is **incorporated by reference** from the company's definitive Proxy Statement for the 2022 Annual Meeting of Stockholders[262](index=262&type=chunk) [Item 11. Executive Compensation](index=58&type=section&id=Item%2011.%20Executive%20Compensation) The information required for this item will be incorporated by reference from the company's definitive Proxy Statement - Information for this item is **incorporated by reference** from the company's definitive Proxy Statement[263](index=263&type=chunk) [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=58&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The information required for this item will be incorporated by reference from the company's definitive Proxy Statement - Information for this item is **incorporated by reference** from the company's definitive Proxy Statement[263](index=263&type=chunk) [Item 13. Certain Relationships and Related Transactions, and Director Independence](index=58&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions,%20and%20Director%20Independence) The information required for this item will be incorporated by reference from the company's definitive Proxy Statement - Information for this item is **incorporated by reference** from the company's definitive Proxy Statement[263](index=263&type=chunk) [Item 14. Principal Accountant Fees and Services](index=58&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) The information required for this item will be incorporated by reference from the company's definitive Proxy Statement - Information for this item is **incorporated by reference** from the company's definitive Proxy Statement[263](index=263&type=chunk) [PART IV](index=58&type=section&id=PART%20IV) [Item 15. Exhibit and Financial Statement Schedules](index=58&type=section&id=Item%2015.%20Exhibit%20and%20Financial%20Statement%20Schedules) This section lists the financial statements filed as part of the report and provides a comprehensive table of exhibits [Financial Statements](index=58&type=section&id=Financial%20Statements_Item15) - The report includes the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, and Notes to Financial Statements[265](index=265&type=chunk) [Financial Statement Schedules](index=58&type=section&id=Financial%20Statement%20Schedules) - All financial statement schedules have been omitted because they are not applicable, not required, or the information is shown in the financial statements[265](index=265&type=chunk) [Exhibits](index=59&type=section&id=Exhibits) - The exhibits include various agreements such as the Agreement and Plan of Merger, Purchase Agreement, and Registration Rights Agreement[267](index=267&type=chunk)[268](index=268&type=chunk) - Corporate documents like the Certificate of Merger, Amended and Restated Certificate of Incorporation, and Bylaws are also listed[267](index=267&type=chunk) - Certifications from the CEO and CFO pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 are included[268](index=268&type=chunk) [Item 16. Form 10-K Summary](index=61&type=section&id=Item%2016.%20Form%2010-K%20Summary) This item is not applicable to the company [Signatures](index=62&type=section&id=Signatures) - The report is signed by Ann Marie Sastry, Ph.D., Chief Executive Officer, President, and Chairman of the Board[272](index=272&type=chunk)[273](index=273&type=chunk) - Mark Corrao, Chief Financial Officer, also signed the report[273](index=273&type=chunk) - The report was signed on **September 28, 2022**[272](index=272&type=chunk)

[FORM 10-Q Header](index=1&type=section&id=FORM%2010-Q%20Header) This section provides key filing details, registrant status, and outstanding common stock information - Filing Type: Quarterly Report on Form 10-Q for the period ended March 31, 2022[3](index=3&type=chunk) - Registrant Status: Non-accelerated filer, Smaller reporting company, Emerging growth company[4](index=4&type=chunk) - Common Stock Outstanding (as of May 13, 2022): **25,743,484 shares**[5](index=5&type=chunk) [TABLE OF CONTENTS](index=3&type=section&id=TABLE%20OF%20CONTENTS) This section outlines the structure and contents of the quarterly report [CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS](index=4&type=section&id=CAUTIONARY%20STATEMENT%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This statement outlines the inherent risks and uncertainties associated with forward-looking projections - Forward-looking statements are based on expectations, assumptions, estimates, and projections, and involve **substantial risks and uncertainties**[8](index=8&type=chunk) - Key risks include the AI platform's capabilities, ability to continue as a going concern, intellectual property protection, reliance on third parties, attracting and retaining personnel, financial performance, and regulatory/industry developments[8](index=8&type=chunk) - The company does not undertake to update or revise forward-looking statements unless required by law[9](index=9&type=chunk) [PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This part presents the unaudited condensed financial statements and management's analysis for the period [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This item presents the unaudited condensed financial statements and accompanying notes for the period [Condensed Balance Sheets (unaudited)](index=7&type=section&id=Condensed%20Balance%20Sheets%20(unaudited)) This section details the company's assets, liabilities, and stockholders' equity at the end of the period Condensed Balance Sheet Highlights | Metric | March 31, 2022 | June 30, 2021 | | :----- | :------------- | :------------ | | Cash and cash equivalents | $8,905,431 | $10,713,091 | | Total current assets | $9,480,910 | $11,063,600 | | Total assets | $10,776,001 | $12,476,833 | | Total current liabilities | $838,813 | $741,743 | | Total stockholders' equity | $9,937,188 | $11,735,090 | [Condensed Statements of Operations (unaudited)](index=8&type=section&id=Condensed%20Statements%20of%20Operations%20(unaudited)) This section reports the company's revenues, expenses, and net loss over the reporting period Condensed Statements of Operations Highlights | Metric | Three Months Ended March 31, 2022 | Three Months Ended March 31, 2021 | Nine Months Ended March 31, 2022 | Nine Months Ended March 31, 2021 | | :----- | :-------------------------------- | :-------------------------------- | :------------------------------- | :------------------------------- | | Net Revenue | $209,518 | $201,394 | $539,383 | $418,315 | | Total Operating Expenses | $2,421,787 | $2,524,847 | $7,457,921 | $6,502,395 | | Net Loss | $(2,216,111) | $(2,322,750) | $(6,916,507) | $(9,696,588) | | Basic Loss per Share | $(0.09) | $(0.11) | $(0.32) | $(0.51) | - Net loss for the nine months ended March 31, 2022, was **substantially lower** than the prior year, primarily due to significantly reduced interest expense[88](index=88&type=chunk) [Condensed Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) This section details the changes in stockholders' equity during the reporting period Stockholders' Equity Changes (July 1, 2021 to March 31, 2022) | Item | Amount | | :--- | :----- | | Balance - July 1, 2021 | $11,735,090 | | Net loss | $(2,378,157) | | Issuance of common stock – net of offering costs | $1,360,000 | | Stock-based compensation expense | $389,085 | | Net loss (Q2) | $(2,322,239) | | Issuance of common stock for consulting services | $22,698 | | Stock-based compensation expense (Q2) | $422,526 | | Net loss (Q3) | $(2,216,111) | | Issuance of common stock – net of offering costs | $2,509,550 | | Stock-based compensation expense (Q3) | $414,746 | | Balance - March 31, 2022 | $9,937,188 | [Condensed Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(unaudited)) This section summarizes cash movements from operating, investing, and financing activities Condensed Statements of Cash Flows Highlights (Nine Months Ended March 31) | Cash Flow Activity | 2022 | 2021 | | :----------------- | :----------- | :----------- | | Net cash used in operating activities | $(5,088,820) | $(4,093,910) | | Net cash used in investing activities | $(588,390) | $(674,502) | | Net cash from financing activities | $3,869,550 | $12,796,230 | | Net (Decrease) Increase in Cash | $(1,807,660) | $8,027,818 | | Cash and Cash Equivalents - End of period | $8,905,431 | $12,121,692 | - Significant noncash transactions include acquisition of capitalized software ($70,924 in 2022) and issuance of common stock for consulting services ($22,698 in 2022)[20](index=20&type=chunk) [Notes to Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1 - Nature of Business and Liquidity](index=11&type=section&id=Note%201%20-%20Nature%20of%20Business%20and%20Liquidity) This note describes the company's business and highlights substantial doubt about its going concern status - Amesite Inc provides customized, high-performance, and scalable AI-driven online learning platforms and course design for businesses, universities, and K-12 schools[21](index=21&type=chunk) - The company does not have sufficient cash or liquidity to maintain operations for at least twelve months, raising **substantial doubt about its ability to continue as a going concern**[24](index=24&type=chunk) - Management plans to raise capital through equity financing or stock sales, but these plans are subject to market conditions and cannot be deemed probable[25](index=25&type=chunk) [Note 2 - Significant Accounting Policies](index=12&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) This note outlines the key accounting principles used, including software capitalization and revenue recognition - Financial statements are prepared in accordance with GAAP and SEC requirements, with a fiscal year ending June 30[27](index=27&type=chunk) - Costs for internally developed software are capitalized during the application development stage and amortized over three years; **amortization expense was $658,357** for the nine months ended March 31, 2022[29](index=29&type=chunk) - Revenue is primarily generated from contractual arrangements for integrated technology and services, recognized ratably over the contract term, typically two years, as performance obligations are satisfied[30](index=30&type=chunk)[31](index=31&type=chunk) Contract Liabilities Movement (Nine Months Ended March 31) | Item | 2022 | 2021 | | :--- | :----------- | :----------- | | Opening balance | $333,200 | $380,000 | | Billings | $425,445 | $582,930 | | Less revenue recognized | $(539,455) | $(418,315) | | Closing balance | $219,190 | $544,615 | [Note 3 - Stock-Based Compensation](index=15&type=section&id=Note%203%20-%20Stock-Based%20Compensation) This note details the company's equity incentive plan and related compensation expenses - The Equity Incentive Plan allows grants of stock options and restricted stock to align interests of employees, directors, and consultants with stockholders[46](index=46&type=chunk) Stock-Based Compensation Expense | Period | 2022 | 2021 | | :----- | :----------- | :----------- | | Three months ended March 31 | $414,746 | $221,168 | | Nine months ended March 31 | $1,226,357 | $650,656 | - As of March 31, 2022, approximately **$610,011 of total unrecognized compensation cost** for nonvested options is expected to be recognized through March 2026[54](index=54&type=chunk) [Note 4 - Income Taxes](index=16&type=section&id=Note%204%20-%20Income%20Taxes) This note explains the company's tax position, including net operating loss carryforwards and valuation allowance - The company has **not generated taxable income or tax liabilities** since inception[55](index=55&type=chunk) - Net operating loss carryforwards total approximately **$20,881,000**, with $17,000 expiring in 2037[55](index=55&type=chunk) - A **full valuation allowance** is recorded against deferred tax assets due to limited operating history and ongoing losses[55](index=55&type=chunk) [Note 5 - Common Stock](index=16&type=section&id=Note%205%20-%20Common%20Stock) This note describes major common stock transactions, including the IPO and subsequent offerings - Completed an IPO on September 25, 2020, issuing 3,000,000 shares at $5.00/share, generating approximately **$12.8 million net proceeds**[56](index=56&type=chunk) - Entered a purchase agreement with Lincoln Park Capital Fund, LLC on August 2, 2021, allowing the sale of up to **$16.5 million** worth of common stock, with an initial purchase yielding **$1.36 million net proceeds**[58](index=58&type=chunk)[60](index=60&type=chunk) - Closed a public offering on February 16, 2022, selling 3,750,000 shares at $0.80/share, resulting in approximately **$2.51 million net proceeds**[62](index=62&type=chunk) [Note 6 - Convertible Notes Payable](index=17&type=section&id=Note%206%20-%20Convertible%20Notes%20Payable) This note details the issuance and conversion of convertible notes into common stock - Issued **$2,182,500 in unsecured, 8% convertible notes** in April and May 2020[63](index=63&type=chunk) - Notes, including accrued interest, totaling **$2,255,815**, were converted into 1,127,872 shares of common stock at $2.00 per share during the IPO[64](index=64&type=chunk) - Recognized an expense of **$3,383,546** due to the discount provided to note holders upon conversion, recorded as interest expense[64](index=64&type=chunk) [Note 7 - Subsequent Events](index=17&type=section&id=Note%207%20-%20Subsequent%20Events) This note confirms the absence of material events after the balance sheet date - **No material subsequent events** were identified through the filing date of the Quarterly Report on Form 10-Q[65](index=65&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=19&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on financial condition, operational results, and liquidity [Overview](index=19&type=section&id=Overview) This section describes the company's AI-driven learning platform business and its current lack of profitability - Amesite Inc is an AI-driven platform and course designer providing customized, scalable online learning environments for businesses, nonprofits, and universities[67](index=67&type=chunk) - The company is **not currently profitable**, with a net loss of $2,216,111 for the three months ended March 31, 2022, and a cumulative net loss of $27,133,600 since incorporation[69](index=69&type=chunk) - **Substantial doubt exists** about the company's ability to continue as a going concern due to insufficient cash and liquidity to maintain operations for at least twelve months[69](index=69&type=chunk) [Basis of Presentation](index=20&type=section&id=Basis%20of%20Presentation) This section confirms the financial statements adhere to U.S. GAAP and SEC requirements - Financial statements are prepared in accordance with **U.S. GAAP and SEC requirements**[71](index=71&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=20&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) This section details key accounting policies requiring significant judgment, such as software and revenue [Internally-Developed Capitalized Software](index=20&type=section&id=Internally-Developed%20Capitalized%20Software) - Costs for internal-use software, primarily direct labor and third-party vendor costs, are capitalized during the application development stage[73](index=73&type=chunk) - Capitalized software costs are amortized on a straight-line basis over an estimated useful life of **three years**[73](index=73&type=chunk) [Revenue Recognition](index=20&type=section&id=Revenue%20Recognition) - Revenue is generated from contractual arrangements with businesses, colleges, universities, and K-12 schools for an integrated technology platform and services[74](index=74&type=chunk) - Contracts generally have **two-year terms** with a single performance obligation, satisfied ratably as partners receive and consume benefits[75](index=75&type=chunk) - Fixed fees, such as annual license and maintenance charges, are recognized ratably over the service period[78](index=78&type=chunk) - The majority of customers are private and public learning institutions with annual payment terms[79](index=79&type=chunk) [Results of Operations](index=21&type=section&id=Results%20of%20Operations) This section analyzes the company's operational performance by comparing key financial metrics year-over-year [Revenue](index=21&type=section&id=Revenue) Revenue Performance | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $209,518 | $201,394 | +4.04% | | Nine months | $539,383 | $418,315 | +28.94% | - Revenue growth for the nine months was primarily driven by **increased sales of annual license fees** and related implementation/customization services[82](index=82&type=chunk) [General and Administrative](index=22&type=section&id=General%20and%20Administrative) General and Administrative Expenses | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $1,239,153 | $1,049,128 | +18.11% | | Nine months | $3,926,901 | $3,523,259 | +11.46% | - Increase primarily attributed to **stock-based compensation** related to stock awards and options issued to employees and board members in fiscal year 2022[83](index=83&type=chunk) [Technology and Content Development](index=22&type=section&id=Technology%20and%20Content%20Development) Technology and Content Development Expenses | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $899,951 | $615,157 | +46.29% | | Nine months | $2,377,077 | $1,593,934 | +49.14% | - Increase driven by a **$335,756 settlement obligation** for early vendor agreement termination, higher payments to contract services, and overall payroll increases[85](index=85&type=chunk) [Sales and Marketing](index=22&type=section&id=Sales%20and%20Marketing) Sales and Marketing Expenses | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $282,684 | $860,562 | -67.15% | | Nine months | $1,153,943 | $1,385,202 | -16.69% | - Decrease due to significantly increased expenditures in fiscal year 2021 for digital presence, lead generation, and value-added content creation that were **not repeated in 2022**[86](index=86&type=chunk) [Interest Income](index=22&type=section&id=Interest%20Income) Interest Income | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $1,207 | $703 | +71.69% | | Nine months | $8,742 | $1,323 | +560.77% | [Net Loss](index=22&type=section&id=Net%20Loss) Net Loss | Period | March 31, 2022 | March 31, 2021 | YoY Change | | :----- | :------------- | :------------- | :--------- | | Three months | $(2,216,111) | $(2,322,750) | -4.60% | | Nine months | $(6,916,507) | $(9,696,588) | -28.67% | - The substantial decrease in net loss for the nine months ended March 31, 2022, was primarily a result of **significantly lower interest expense** from the prior fiscal year's offering[88](index=88&type=chunk) [Financial Position, Liquidity, and Capital Resources](index=23&type=section&id=Financial%20Position,%20Liquidity,%20and%20Capital%20Resources) This section discusses the company's financial health, cash position, and capital-raising activities - The company is not profitable and has **substantial doubt about its ability to continue as a going concern** due to insufficient cash and liquidity for the next twelve months[92](index=92&type=chunk) - Raised approximately **$12.8 million net proceeds** from an IPO on September 25, 2020[90](index=90&type=chunk) - Entered a purchase agreement with Lincoln Park Capital Fund, LLC on August 2, 2021, for up to **$16.5 million** in common stock sales, with an initial purchase of $1.5 million[91](index=91&type=chunk) - Received approximately **$2.51 million in net cash proceeds** from a common stock offering closed on February 16, 2022[92](index=92&type=chunk) - Cash balance as of March 31, 2022, was **$8,905,431**[92](index=92&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=23&type=section&id=Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) This section confirms no changes in or disagreements with the company's accountants - **No changes in or disagreements** with accountants on accounting and financial disclosure[93](index=93&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=23&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company is not required to provide information on market risk as it qualifies as a smaller reporting company - The company is **exempt from providing market risk disclosures** as a "smaller reporting company"[94](index=94&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=23&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management confirms the effectiveness of disclosure controls and procedures as of the reporting date [Evaluation of Disclosure Controls and Procedures](index=23&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Disclosure controls and procedures were evaluated and **deemed effective** as of March 31, 2022[94](index=94&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=23&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) - **No material changes** in internal control over financial reporting during the period[95](index=95&type=chunk) [PART II – OTHER INFORMATION](index=24&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) This part contains other required disclosures, including legal proceedings, risk factors, and exhibits [ITEM 1. LEGAL PROCEEDINGS](index=24&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) There are no legal proceedings to report - **No legal proceedings** to report[96](index=96&type=chunk) [ITEM 1A. RISK FACTORS](index=24&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section updates key risks, including going concern uncertainty and potential Nasdaq delisting - **Substantial doubt exists** about the company's ability to continue as a going concern, as evidenced by net losses of $2,216,111 and $6,916,507 for the three and nine months ended March 31, 2022, respectively[97](index=97&type=chunk) - The company received a Nasdaq notification for failing to maintain a minimum bid price of $1 per share, **risking delisting** if compliance is not regained by September 5, 2022, or a potential second compliance period[99](index=99&type=chunk) - Delisting from Nasdaq could **adversely affect the value and liquidity** of common stock, ability to obtain financing, and investor confidence[100](index=100&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=24&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) There were no unregistered sales of equity securities or use of proceeds to report - **No unregistered sales** of equity securities or use of proceeds to report[101](index=101&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=25&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) There were no defaults upon senior securities to report - **No defaults** upon senior securities to report[102](index=102&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=25&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to the company - Mine safety disclosures are **not applicable** to the company[102](index=102&type=chunk) [ITEM 5. OTHER INFORMATION](index=25&type=section&id=ITEM%205.%20OTHER%20INFORMATION) There is no other information to report under this item - **No other information** to report[102](index=102&type=chunk) [ITEM 6. EXHIBITS](index=26&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the quarterly report, including certifications and XBRL documents - Includes certifications from the Chief Executive Officer and Chief Financial Officer (Exhibits 31.1, 31.2, 32.1, 32.2)[103](index=103&type=chunk) - Contains Inline XBRL Instance Document, Taxonomy Extension Schema Document, Calculation Linkbase Document, Definition Linkbase Document, Label Linkbase Document, and Presentation Linkbase Document[103](index=103&type=chunk) [SIGNATURES](index=27&type=section&id=SIGNATURES) This section contains the official signatures of the company's certifying officers - Report signed by Ann Marie Sastry, Ph.D., CEO, and Mark Corrao, CFO, on **May 13, 2022**[105](index=105&type=chunk)

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS](index=5&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS) This section presents the unaudited condensed financial statements for Amesite Inc for the period ended September 30, 2021 [Condensed Balance Sheets (unaudited)](index=7&type=section&id=Condensed%20Balance%20Sheets%20(unaudited)) | Metric | Sep 30, 2021 | Jun 30, 2021 | | :--- | :--- | :--- | | Cash and cash equivalents | $10,590,572 | $10,713,091 | | Total assets | $12,231,295 | $12,476,833 | | Total current liabilities | $1,125,277 | $741,743 | | Total stockholders' equity | $11,106,018 | $11,735,090 | - The company's **cash and cash equivalents decreased slightly** from $10,713,091 to $10,590,572, while total current liabilities increased[10](index=10&type=chunk)[11](index=11&type=chunk) [Condensed Statements of Operations (unaudited)](index=8&type=section&id=Condensed%20Statements%20of%20Operations%20(unaudited)) | Metric (Three Months Ended Sep 30) | 2021 | 2020 | Change YoY | | :--- | :--- | :--- | :--- | | Net Revenue | $140,691 | $110,109 | +27.77% | | Total Operating Expenses | $2,519,110 | $1,582,555 | +59.19% | | Net Loss | $(2,378,157) | $(5,086,264) | -53.23% | | Basic Earnings per Share | $(0.11) | $(0.31) | -64.52% | - Net revenue **increased by 27.77%** year-over-year, and despite a **59.19% rise in operating expenses**, the **net loss improved by 53.23%**[13](index=13&type=chunk) [Condensed Statements of Stockholders' Equity (unaudited)](index=9&type=section&id=Condensed%20Statements%20of%20Stockholders'%20Equity%20(unaudited)) | Metric (Three Months Ended Sep 30, 2021) | Amount | | :--- | :--- | | Balance - July 1, 2021 | $11,735,090 | | Net loss | $(2,378,157) | | Issuance of common stock – net | $1,360,000 | | Stock-based compensation expense | $389,085 | | Balance – September 30, 2021 | $11,106,018 | - Total stockholders' equity **decreased from $11.74 million to $11.11 million**, primarily due to the net loss, partially offset by proceeds from common stock issuance[15](index=15&type=chunk) [Condensed Statements of Cash Flows (unaudited)](index=10&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(unaudited)) | Cash Flow Activity (Three Months Ended Sep 30) | 2021 | 2020 | Change YoY | | :--- | :--- | :--- | :--- | | Net cash used in operating activities | $(1,209,372) | $(312,890) | +286.49% | | Net cash used in investing activities | $(273,147) | $(222,049) | +23.01% | | Net cash from financing activities | $1,360,000 | $12,796,230 | -89.37% | | Net Increase in Cash and Cash Equivalents | $(122,519) | $12,261,291 | -101.00% | | Cash and Cash Equivalents - End of period | $10,590,572 | $16,355,165 | -35.25% | - **Net cash used in operating activities significantly increased by 286.49%** year-over-year, indicating higher operational cash burn[17](index=17&type=chunk) [Notes to Condensed Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Financial%20Statements) [Note 1 - Nature of Business](index=11&type=section&id=Note%201%20-%20Nature%20of%20Business) - Amesite Inc is an artificial intelligence-driven platform providing customized online learning products for schools and businesses[19](index=19&type=chunk) - The company completed an **initial public offering (IPO) on September 25, 2020**, raising approximately **$12.8 million in net proceeds**[21](index=21&type=chunk) [Note 2 - Significant Accounting Policies](index=11&type=section&id=Note%202%20-%20Significant%20Accounting%20Policies) - The financial statements are prepared in accordance with GAAP and SEC requirements, with a fiscal year ending June 30[22](index=22&type=chunk)[23](index=23&type=chunk) - Revenue is primarily generated from annual licensing arrangements with two-year terms and is recognized ratably over the contract term[32](index=32&type=chunk)[33](index=33&type=chunk) - Capitalized software costs are amortized over an estimated useful life of three years, with **amortization expense of approximately $208,000** for the quarter[31](index=31&type=chunk) - The company's operations are subject to significant risks, and management is monitoring the potential impact of the COVID-19 pandemic[49](index=49&type=chunk)[50](index=50&type=chunk) Deferred Revenue Changes (Three Months Ended Sep 30) | Metric | 2021 | 2020 | | :--- | :--- | :--- | | Opening balance | $333,200 | $380,000 | | Billings | $216,806 | $572,130 | | Revenue recognized | $(140,691) | $(110,109) | | Closing balance | $409,314 | $842,021 | [Note 3 - Stock-Based Compensation](index=17&type=section&id=Note%203%20-%20Stock-Based%20Compensation) - The company's Equity Incentive Plan allows for grants of stock options, restricted stock, and restricted stock units[52](index=52&type=chunk) - **Stock-based compensation expense was $389,085** for the quarter, an increase from $212,413 in the prior year[57](index=57&type=chunk) - As of September 30, 2021, approximately **$1,038,000 of unrecognized compensation cost** remains for nonvested options[57](index=57&type=chunk) - On September 28, 2021, the Board approved stock options ($172,702) and restricted stock ($600,000) for board members[58](index=58&type=chunk) Stock Option Activity (Three Months Ended Sep 30, 2021) | Metric | Number of Shares | Weighted Average Exercise Price | | :--- | :--- | :--- | | Outstanding at July 1, 2021 | 3,222,125 | $1.96 | | Granted | 16,000 | $2.35 | | Cancelled | (51,000) | $2.43 | | Outstanding at September 30, 2021 | 3,187,125 | $1.96 | [Note 4 - Income Taxes](index=18&type=section&id=Note%204%20-%20Income%20Taxes) - The company has not generated taxable income or tax liabilities since inception[59](index=59&type=chunk) - Amesite has approximately **$17,040,000 in net operating loss carryforwards**, with a full valuation allowance recorded against deferred tax assets[59](index=59&type=chunk) [Note 5 - Common Stock](index=18&type=section&id=Note%205%20-%20Common%20Stock) - The company completed an **IPO of 3,000,000 shares at $5.00 per share**, generating approximately **$12.8 million in net proceeds**[60](index=60&type=chunk) - During July 2021, warrant holders exercised 834,544 warrants on a cashless basis, resulting in the issuance of 488,728 shares[61](index=61&type=chunk) - On August 2, 2021, Amesite entered a purchase agreement to sell up to **$16.5 million of common stock** to Lincoln Park Capital Fund, LLC[62](index=62&type=chunk)[64](index=64&type=chunk) [Note 6 - Convertible Notes Payable](index=19&type=section&id=Note%206%20-%20Convertible%20Notes%20Payable) - In 2020, **$2,255,815 in convertible notes and accrued interest were converted** into 1,127,872 shares of common stock in connection with the IPO[66](index=66&type=chunk)[67](index=67&type=chunk) - The conversion resulted in a recognized **interest expense of $3,383,546**, representing the discount provided to note holders[67](index=67&type=chunk) [Note 7 - Subsequent Events](index=19&type=section&id=Note%207%20-%20Subsequent%20Events) - The company determined that no subsequent events arose that require disclosure[68](index=68&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=20&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) Management discusses financial conditions and operational results for the quarter, highlighting revenue growth and recent financing activities [Overview](index=20&type=section&id=Overview) - Amesite Inc is an AI software company offering a cloud-based platform for business and university education and upskilling[71](index=71&type=chunk)[72](index=72&type=chunk) - The company continues to monitor the COVID-19 pandemic's impact, acknowledging potential downside risks to pipeline growth and sales[73](index=73&type=chunk) [Basis of Presentation](index=20&type=section&id=Basis%20of%20Presentation) - The discussion is based on unaudited condensed financial statements prepared in accordance with GAAP and SEC requirements[74](index=74&type=chunk)[75](index=75&type=chunk) [Critical Accounting Policies and Significant Judgments and Estimates](index=20&type=section&id=Critical%20Accounting%20Policies%20and%20Significant%20Judgments%20and%20Estimates) - Key accounting policies requiring significant judgment include capitalized software, stock-based compensation, and revenue recognition[76](index=76&type=chunk) - Costs for internally-developed software are capitalized and amortized over an estimated useful life of three years[78](index=78&type=chunk) - Revenue is primarily derived from annual licensing arrangements and recognized ratably over the contract term[80](index=80&type=chunk)[81](index=81&type=chunk) [Results of Operations](index=23&type=section&id=Results%20of%20Operations) Key Financial Results (Three Months Ended Sep 30) | Metric | 2021 | 2020 | Change YoY | | :--- | :--- | :--- | :--- | | Revenue | $140,691 | $110,109 | +27.77% | | General and Administrative | $1,235,770 | $862,908 | +43.21% | | Technology and Content Dev | $796,108 | $467,763 | +70.21% | | Sales and Marketing | $487,232 | $251,884 | +93.44% | | Interest Expense | $0 | $3,613,831 | -100.00% | | Net Loss | $(2,378,157) | $(5,086,264) | -53.23% | - **Revenue growth** was driven by increased annual license fees and higher variable customer user fees[91](index=91&type=chunk) - **Operating expenses increased across all categories**, with significant rises in G&A, Technology, and Sales and Marketing[92](index=92&type=chunk)[96](index=96&type=chunk)[99](index=99&type=chunk) - The company launched its **fourth-generation (Version 4.0) platform** in October 2021, featuring a guaranteed 24-hour launch[95](index=95&type=chunk) - Amesite secured a contract with **Michigan Works! Southeast** for workforce training, expanding into the Government sector[98](index=98&type=chunk) [Financial Position, Liquidity, and Capital Resources](index=24&type=section&id=Financial%20Position,%20Liquidity,%20and%20Capital%20Resources) - The company is not currently profitable, incurring a **net loss of $2,378,157** and using **$1,209,372 in cash from operations** for the quarter[101](index=101&type=chunk) - As of September 30, 2021, the **cash balance was $10,590,572**, which management believes is sufficient for at least the next 12 months[102](index=102&type=chunk)[103](index=103&type=chunk) [Off-Balance Sheet Arrangements](index=25&type=section&id=Off-Balance%20Sheet%20Arrangements) - The company did not have any off-balance sheet arrangements[104](index=104&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=25&type=section&id=Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) - There were no changes in or disagreements with accountants on accounting and financial disclosure[104](index=104&type=chunk) [ITEM 3. QUALITATIVE AND QUANTITATIVE DISCUSSION ABOUT MARKET RISK](index=25&type=section&id=ITEM%203.%20QUALITATIVE%20AND%20QUANTITATIVE%20DISCUSSION%20ABOUT%20MARKET%20RISK) As a smaller reporting company, Amesite Inc is not required to provide disclosures about market risk - Amesite Inc is **exempt from providing market risk disclosures** due to its status as a 'smaller reporting company'[104](index=104&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=25&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) Management evaluated disclosure controls and procedures and concluded they were effective as of September 30, 2021 [Evaluation of Disclosure Controls and Procedures](index=25&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management concluded that the company's **disclosure controls and procedures were effective** as of September 30, 2021[105](index=105&type=chunk) [Changes in Internal Controls Over Financial Reporting](index=25&type=section&id=Changes%20in%20Internal%20Controls%20Over%20Financial%20Reporting) - There were **no material changes** in internal control over financial reporting during the period[105](index=105&type=chunk) [Limitations on Effectiveness of Controls and Procedures](index=25&type=section&id=Limitations%20on%20Effectiveness%20of%20Controls%20and%20Procedures) - Management acknowledges that no controls can provide absolute assurance of meeting objectives or detecting all fraud[106](index=106&type=chunk) [PART II – OTHER INFORMATION](index=26&type=section&id=PART%20II%20%E2%80%93%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=26&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) Amesite Inc is not currently a party to any material legal proceedings - The company is **not currently involved in any material legal proceedings** and is unaware of any pending or threatened legal actions[107](index=107&type=chunk) [ITEM 1A. RISK FACTORS](index=26&type=section&id=ITEM%201A.%20RISK%20FACTORS) As a smaller reporting company, Amesite Inc is not obligated to provide detailed risk factors - Amesite Inc is **not required to provide risk factor information** due to its status as a 'smaller reporting company'[107](index=107&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=26&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the company's unregistered sales of equity securities to consultants [Sales of Unregistered Securities](index=26&type=section&id=Sales%20of%20Unregistered%20Securities) - On September 10, 2021, Amesite agreed to issue **9,901 shares of common stock to consultants** for services rendered[107](index=107&type=chunk)[108](index=108&type=chunk) [Repurchase of Equity Securities](index=26&type=section&id=Repurchase%20of%20Equity%20Securities) - The company did not repurchase any equity securities during the period[108](index=108&type=chunk) [Use of Proceeds](index=26&type=section&id=Use%20of%20Proceeds) - There was no specific use of proceeds to report under this item[108](index=108&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=26&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) Amesite Inc reported no defaults upon senior securities during the period - The company reported **no defaults** upon senior securities[108](index=108&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=26&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This item is not applicable to Amesite Inc's operations - Mine safety disclosures are **not applicable** to the company[108](index=108&type=chunk) [ITEM 5. OTHER INFORMATION](index=26&type=section&id=ITEM%205.%20OTHER%20INFORMATION) Amesite Inc reported no other information requiring disclosure under this item - No other information was reported under this item[108](index=108&type=chunk) [ITEM 6. EXHIBITS](index=27&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed with the Quarterly Report on Form 10-Q - The exhibits include organizational documents, CEO and CFO certifications, and various Inline XBRL documents[109](index=109&type=chunk) [SIGNATURES](index=28&type=section&id=SIGNATURES) [SIGNATURES](index=28&type=section&id=SIGNATURES) The report is duly signed on behalf of Amesite Inc by its CEO and CFO on November 15, 2021 - The report was signed by **Ann Marie Sastry, Ph.D., Chief Executive Officer**, and **Matthew Kern, Chief Financial Officer**, on November 15, 2021[111](index=111&type=chunk)[112](index=112&type=chunk)