Amesite(AMST) - 2025 Q4 - Annual Report

PART I ITEM 1. BUSINESS Amesite Inc. pivoted in fiscal 2025 to focus on AI-powered solutions for the healthcare sector, specifically post-acute care, under its NurseMagic™ brand, while maintaining Amesite Engage for existing users - Amesite Inc. completed a strategic pivot in fiscal 2025 from an education-centric model to focus on AI-powered solutions for the healthcare sector, particularly the post-acute care market[20] - The company operates two product lines under the NurseMagic™ brand: a B2C app for direct-to-practitioner use and a B2B enterprise platform for healthcare businesses (home health, skilled nursing, hospice, non-clinical segments)[21][22][23] - Amesite Engage platform remains a performant solution for its user base, but resources are not dedicated to its growth[25] Overview Our Sales and Marketing Motions Our Technology and Pipeline Our Intellectual Property Competition Government Regulation and Product Approval Sales and Marketing Board of Advisors Human Capital Management Corporate Information ITEM 1A. RISK FACTORS Amesite faces significant risks including stringent regulatory compliance, intense competition, challenges in market adoption, technology risks, and financial concerns about its ability to continue as a going concern - The healthcare sector is highly regulated, and non-compliance with laws like HIPAA, HITECH, CMS, and emerging AI regulations could lead to significant penalties, legal action, or business restrictions[64][65] - The healthcare software industry is intensely competitive, with established platforms and numerous AI-first entrants, many with greater resources[66] - Amesite has incurred net losses in recent fiscal years and has not yet established a stable, recurring revenue base sufficient to cover ongoing expenses, leading to substantial doubt about its ability to continue as a going concern[70][77] - The company is dependent on key management personnel, employees, advisors, and consultants, and the loss of such individuals or failure to attract new talent could hinder growth[80] - Cybersecurity and data protection risks are inherent in managing health-related and personal information, with potential for severe financial, reputational, and legal consequences from breaches[69][92][95] ITEM 1B. UNRESOLVED STAFF COMMENTS There are no unresolved staff comments from the SEC - The company has no unresolved staff comments[121] ITEM 1C. CYBERSECURITY Amesite Inc. has a formal, documented process for cybersecurity risk management, with board oversight, and has not experienced material incidents recently, though future threats are acknowledged - Amesite Inc. follows a formal, documented process for cybersecurity risk management, including assessing third-party vendors handling sensitive information[122] - The board of directors has oversight over cybersecurity risks, with management providing periodic updates on the cybersecurity program and strategy[124] - While no material cybersecurity threats or incidents have been experienced in recent years, the company acknowledges the possibility of future threats[123][125] ITEM 2. PROPERTIES Amesite Inc. operates remotely with its corporate headquarters in Detroit, Michigan, and believes its current setup is adequate, with suitable alternative space available if needed - Amesite Inc. operates remotely with no lease obligations, with its corporate headquarters listed in Detroit, Michigan[126] - The company believes its current remote setup is sufficient and that alternative space can be secured on reasonable terms if needed[126] ITEM 3. LEGAL PROCEEDINGS Amesite Inc. is not currently involved in any legal proceedings expected to materially adversely affect its business, financial condition, or results of operations - Amesite Inc. is not currently involved in any legal proceedings expected to have a material adverse effect on its business or financial results[127] ITEM 4. MINE SAFETY DISCLOSURES This item is not applicable to Amesite Inc - Mine Safety Disclosures are not applicable to the company[128] PART II ITEM 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Amesite Inc.'s common stock trades on Nasdaq under "AMST", with approximately 41 stockholders, and the company has never paid cash dividends, intending to retain earnings for business development - Amesite Inc.'s common stock is traded on the Nasdaq Capital Market under the symbol "AMST"[130] - As of September 29, 2025, there were approximately 41 stockholders of record[130] - The company has never paid cash dividends and does not anticipate paying any in the foreseeable future, planning to retain all available funds for business development and expansion[131] - During the year ended June 30, 2025, 121,250 options to purchase common stock were issued to employees under the 2018 Equity Incentive Plan[132] ITEM 6. [RESERVED]. This item is reserved and contains no information ITEM 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Amesite Inc. reported a net loss of $3.6 million in FY2025, raising going concern doubts, with revenue decreasing due to a strategic pivot to NurseMagic™ in healthcare, while operating expenses decreased due to cost savings - Amesite Inc. incurred a net loss of $3,617,086 for the twelve months ended June 30, 2025, and a cumulative net loss of $41,450,587 from inception to June 30, 2025[137] - Management believes there is substantial doubt about the company's ability to continue as a going concern due to recurring losses and negative cash flows, with plans to generate cash through financing transactions[138][139] - The company strategically pivoted from education-focused offerings to the NurseMagic™ app for healthcare in late fiscal year 2024, with initial sales in Q2 FY2025 and HIPAA compliance achieved in April 2025[169] Revenue Performance (FY2024 vs. FY2025) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :----------------------- | :----------------------- | :----------------------- | :------------- | | Net Revenue | $110,459 | $166,881 | -$56,422 (-33.8%) | Operating Expenses (FY2024 vs. FY2025) | Expense Category | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :------------------------------- | :----------------------- | :----------------------- | :------------- | | General and administrative | $2,477,888 | $2,908,289 | -$430,401 (-14.8%) | | Technology and content development | $691,154 | $1,074,328 | -$383,174 (-35.7%) | | Sales and marketing | $545,030 | $763,915 | -$218,885 (-28.6%) | | Total Operating Expenses | $3,714,072 | $4,746,532 | -$1,032,460 (-21.7%) | Net Loss (FY2024 vs. FY2025) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | Change (YoY) | | :------- | :----------------------- | :----------------------- | :------------- | | Net Loss | $(3,617,000) | $(4,403,000) | $786,000 (17.8%) decrease in loss | Overview Basis of Presentation Critical Accounting Policies and Significant Judgments and Estimates Results of Operations Financial Position, Liquidity, and Capital Resources ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk Amesite Inc. is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company" - Amesite Inc. is not required to provide quantitative and qualitative disclosures about market risk due to its status as a "smaller reporting company"[175] ITEM 8. Financial Statements and Supplementary Data This section presents Amesite Inc.'s audited financial statements for FY2025 and FY2024, including balance sheets, statements of operations, stockholders' equity, and cash flows, with auditors expressing substantial doubt about going concern - Independent auditors' reports for both 2025 and 2024 express substantial doubt about the Company's ability to continue as a going concern due to recurring losses and negative cash flows from operations[181][188] Balance Sheet Highlights (June 30, 2025 vs. 2024) | Metric | June 30, 2025 | June 30, 2024 | | :------------------------- | :------------ | :------------ | | Cash and cash equivalents | $2,333,418 | $2,071,016 | | Total current assets | $2,433,859 | $2,504,565 | | Total assets | $3,097,099 | $3,314,177 | | Total current liabilities | $358,596 | $798,465 | | Total stockholders' equity | $2,738,503 | $2,515,712 | Statements of Operations Highlights (FY2025 vs. FY2024) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :------------------------- | :----------------------- | :----------------------- | | Net Revenue | $110,459 | $166,881 | | Total operating expenses | $3,714,072 | $4,746,532 | | Loss from Operations | $(3,603,613) | $(4,579,651) | | Net Loss | $(3,617,086) | $(4,403,182) | | Basic and diluted loss per share | $(1.03) | $(1.73) | Cash Flows from Operating Activities (FY2025 vs. FY2024) | Metric | Year Ended June 30, 2025 | Year Ended June 30, 2024 | | :-------------------------------------- | :----------------------- | :----------------------- | | Net cash used in operating activities | $(2,455,248) | $(2,813,779) | | Net cash used in investing activities | $(378,300) | $(375,866) | | Net cash provided by financing activity | $3,095,950 | $0 | | Net increase (decrease) in cash | $262,402 | $(3,189,645) | Report of Independent Registered Public Accounting Firm (Novogradac & Company LLP) Report of Independent Registered Public Accounting Firm (Turner, Stone & Company, L.L.P.) Balance Sheets Statements of Operations Statements of Changes in Stockholders' Equity Statements of Cash Flows Notes to Financial Statements Note 1 - Nature of Business and Liquidity Note 2 - Significant Accounting Policies Note 3 - Property and Equipment and Capitalized Software Note 4 - Common Stock Note 5 - Warrants Note 6 - Stock-Based Compensation Note 7 - Income Taxes Note 8 – Segment Information Note 9 – Related Party Transactions Note 10 - Subsequent Events ITEM 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure Amesite Inc. reports no changes in or disagreements with its accountants on accounting and financial disclosure matters - There were no changes in or disagreements with accountants on accounting and financial disclosure[290] ITEM 9A. Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective, and the company is exempt from auditor attestation due to its "emerging growth company" status - Disclosure controls and procedures were evaluated as effective as of June 30, 2025[291] - Management concluded that internal control over financial reporting was effective as of June 30, 2024[294] - The company is exempt from auditor attestation on internal control over financial reporting due to its "emerging growth company" status[295] ITEM 9B. Other Information No directors or executive officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025 - No directors or executive officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter ended June 30, 2025[297] ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to Amesite Inc - Disclosure regarding foreign jurisdictions that prevent inspections is not applicable to the company[298] PART III ITEM 10. Directors, Executive Officers and Corporate Governance Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Directors, Executive Officers, and Corporate Governance is incorporated by reference from the definitive proxy statement[300] ITEM 11. Executive Compensation Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Executive Compensation is incorporated by reference from the definitive proxy statement[301] ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters is incorporated by reference from the definitive proxy statement[302] ITEM 13. Certain Relationships and Related Transactions, and Director Independence Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Certain Relationships and Related Transactions, and Director Independence is incorporated by reference from the definitive proxy statement[303] ITEM 14. Principal Accountant Fees and Services Information for this item is incorporated by reference from the registrant's definitive proxy statement for its next Annual Meeting of Stockholders - Information regarding Principal Accountant Fees and Services is incorporated by reference from the definitive proxy statement[304] PART IV ITEM 15. Exhibits and Financial Statement Schedules This section details the financial statements and a comprehensive list of exhibits, including corporate governance documents and agreements, filed with or incorporated by reference into the Form 10-K - The report includes audited financial statements: Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Equity, Statements of Cash Flows, and Notes to Financial Statements[306] - All financial statement schedules have been omitted as they are not applicable, not required, or the information is presented within the financial statements or notes[306] - A detailed list of exhibits, including corporate documents, equity plans, and agreements, is provided, with indications of whether they are filed with the current Form 10-K or incorporated by reference[308] ITEM 16. Form 10-K Summary This item indicates that no Form 10-K Summary is provided - No Form 10-K Summary is included in this report[310] Signatures This section contains the required signatures of the registrant's authorized officers and directors, affirming the filing of the Annual Report on Form 10-K - The report is signed by the Chief Executive Officer (Principal Executive Officer), Principal Financial and Accounting Officer, and Directors, confirming its submission[313][314][316][317]