Amesite Inc

Overview

Our mission is to empower people with AI tools. We have products in two sectors: higher education and healthcare. Higher education is presently challenged to offer useful, affordable professional development and workforce learning programs that generate revenue for them. Healthcare is presently challenged to integrate highly efficient, AI solutions into workflows in order to relieve the prodigious strain on services due to workforce shortages and high turnover. Amesite’s AI-powered solutions aim to solve both of these problems.

Artificial Intelligence is broadly transforming human work and learning. The emergence of large language models (LLMs) has resulted in reshaping of whole industries. We believe that all successful companies and organizations will have to successfully implement AI solutions in order to maintain excellence and competitiveness. While LLMs offer the promise of transformation, software solutions that successfully incorporate functions and features that are fit for purpose are essential. Scaled software platforms are often slow to integrate new technology, because they are burdened by the need to assure backward compatibility, and the inertial effects of large volumes of interlocking practices, from technology to sales to customer success. Small startups often lack the experience needed to create offerings that are both scalable and compliant with relevant regulations.

We believe that Amesite is uniquely positioned to address these markets. We are both agile and experienced. We believe our team is perfectly sized and skilled to create processes that fit the present technology moment – rapidly – while still offering nearly 50 combined years of technology experience, and decades of additional experience on team in sales, marketing and finance.

Our higher education platform, Amesite Engage, enables colleges and universities to offer courses and programs that build professional skills. Customers in higher education can use their own content, content provided by Amesite, or third-party content to deliver learning solutions. Amesite additionally supports higher education customers with instructional staff who contract with us. This enables any college or university to offer accessibly-priced and outstanding programs to build workforce and professional skills with a turnkey system that delivers the highest learner completion rate in the industry of over 96%.

NurseMagic TM, our healthcare app, specifically targets the largest segments in healthcare – nurses and caregivers – providing them support to do their jobs, manage stress, complete documentation and perform many other tasks. Nurses and caregivers can use the app for free, and we are presently marketing the app to enterprises, including home health care companies, skilled nursing companies and other organizations that deliver care and have had early success in entering pilot programs.

Our Sales Motion and Technology Pipeline

We offer a free version of NurseMagic TM, which enables us to determine needs, create desirable features and continuously improve the product, while building our reputation as a fast-growing, highly rated app. To generate revenue, we target healthcare organizations that have incredible pain in staffing, which limits their ability to provide excellent care, control costs and generate revenue. Modalities of care delivered by these enterprises include skilled nursing, assisted living, memory care, residential, continuing care retirement communities, home health and rehabilitation centers. Our sales motion is simple: we outreach these organizations to demonstrate the incredible cost savings and removal of barriers to generating revenue. They offer an enterprise version of the app to their teams, working to improve patient care and reduce stress and turnover, via pilot phases. Pilot phases are designed to be short to speed time to close enterprise licenses. We estimate that the return on investment for these enterprises is as much as 15X, given that documentation requirements alone can consume up to 40% of nurses’ time.

In higher education, we principally target community colleges who are charged with driving workforce development as part of their missions. Here again, our sales motion is simple: we offer a no-fee setup that enables them to pay our license fees based on registrations, and we manage the entire system for them, even populating their branded offerings with content and providing them with instructors.

Our Platform includes our products and services and all of the technology and business services that create them, in part or whole: a blend of software, hardware, content, and technology that includes everything from behind-the-scenes processes to the user interface, our website, data handling, communication, and advanced analytics. We constantly improve both our product features and the infrastructure to deliver them, utilizing common infrastructure elements to seamlessly deliver turnkey products that are simple to use and operate, in two markets.

-1-

Our Proprietary Technology

Our Platform utilizes a common infrastructure to deliver both Amesite Engage for higher education and NurseMagic TM **for healthcare. Robust tools power our front-end technology.**Our code architecture offers outstanding accessibility and agility for engineers, using best-in-class languages for both client and server-side functions. We also utilize tools employed by many high-end platforms, and our own proprietary models that we train on select corpuses that add value for our users and customers. We integrate new tools rapidly as they become available because our architecture enables fast integration of APIs.

We protect and utilize data to improve product performance.

Data and information about user behavior and use cases are collected with user permission. We validate algorithms using both offline and online testing.

Our Research and Development

We continuously improve our products and have a practice, based on decades of experience in technology and higher education, on best-in-class metrics. For example, we train our algorithms on corpuses that our users rely upon, and 100% of our R&D is dedicated to improved product performance for users. We create 5 new features per week on average, and build out those most useful to our users.

As a result of our dedicated R&D and focus on deployability, our solutions require zero integrations to run for any organization, and NurseMagic TM is 100% deployable to any employee in an enterprise, 24/7, with in-app administration, and its features are 100% customizable to any customer.

-2-

Our Intellectual Property

We’ve received eleven U.S. patents(8 utility, 3 design) and currently have four pending U.S. patent applications, including one to cover the artificial intelligence platform, and others related to security, power consumption, blockchain, design and other technologies, including methods and systems.

We have protected our source codes, methodologies, algorithms, and techniques directed to other aspects of our artificial intelligence learning platform using our trade secret rights. We have also registered our trademarks at the United States Patent and Trademark Office for AMESITE®, KEEP LEARNING®, and LEARNING COMMUNITY ENVIRONMENT®, as well as have pending trademark applications for PREACTO™ and NURSEMAGIC℠. We have also secured domain names, including amesite.com, amesite.co, amesite.net, and others.

Competition

The software industry in healthcare is a mixture of large and midsized firms’ platform offerings, with apps available for narrow functionalities. The industry is characterized by high regulatory requirements, including HIPAA, and barriers to entry due to inertia common in large organizations. While we believe that NurseMagic TM is uniquely well-positioned since it focuses on utility for the user and was honed on data and specific needs of users, we face stiff competition from major Electronic Medical Record and Electronic Health Record (EMR and EHRs) companies.

The online and software industries for higher education are characterized by rapid evolution of technologies, fierce competition, government regulation, and strong defense of intellectual property. The overall market for technology solutions that enable providers to deliver education online is highly fragmented, rapidly evolving and subject to changing technology, shifting needs of learners and educators and frequent introductions of new methods of delivering education online. While we believe that our platform, programs, technology, knowledge, experience, and resources provide us with competitive advantages, we face competition from major online companies, academic institutions, governmental agencies, and public and private research institutions, among other competitors, including:

-3-

Government Regulation and Product Approval

The healthcare industry is highly regulated, and products that provide services or tools to healthcare professionals are subject to stringent oversight from various regulatory bodies. These regulations include compliance with federal and state laws, as well as industry standards specific to healthcare practices.

We contract with healthcare providers and facilities across various modalities such as skilled nursing, assisted living, memory care, home health, and rehabilitation centers. In these settings, we are required to comply with healthcare regulations that govern the use of technology in clinical environments. Our role as a service provider to healthcare professionals and facilities, either directly or through contractual agreements, necessitates compliance with these regulations. Any failure on our part, or on the part of our customers, to adhere to these regulations could negatively impact our operations and our ability to deliver services. Therefore, we work closely with our customers to ensure adherence to applicable healthcare laws and standards.

We will comply with healthcare laws, including but not limited to, regulations concerning data privacy and security, clinical documentation standards, and patient consent requirements. We closely monitor developments in state and federal healthcare regulations and will assist our customers in obtaining necessary approvals to use NurseMagic™ in their practice settings.

Our activities on behalf of our customers are also subject to federal and state laws, including consumer protection laws, data protection and privacy laws, and industry-specific regulations enforced by bodies such as the U.S. Department of Health and Human Services (HHS), the Food and Drug Administration (FDA), and the Federal Trade Commission (FTC). Failure to comply with these regulations could result in legal liabilities, penalties, or restrictions on our ability to operate within certain healthcare modalities.

The education industry is also heavily regulated. Institutions of higher education that award degrees and certificates to signify the successful completion of an academic program are subject to regulation from three primary entities, namely, the U.S. Department of Education (the “DOE”), accrediting agencies, and state licensing authorities. Each of these entities promulgates and enforces its own laws, regulations and standards, which we refer to collectively as education laws.

We contract with higher education institutions that are subject to education laws. In addition, we are required to comply with certain education laws as a result of our role as a service provider to institutions of higher education, either directly or indirectly through our contractual arrangements with customers. Our failure, or that of our customers, to comply with education laws could adversely impact our operations. As a result, we work closely with our customers to maintain compliance with education laws.

We will abide by education laws, including incentive compensation rules, misrepresentation rules, accreditation rules and standards, among state and federal regulations. We also closely monitor state law developments and we will work closely with our customers to assist them with obtaining any required approvals.

Our activities on behalf of our customers are also subject to other federal and state laws. These regulations include, but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by the Federal Trade Commission, as well as federal and state data protection and privacy requirements.

Sales and Marketing

We offer a free version of NurseMagic™, which allows us to identify user needs, create valuable features, and continuously refine the app, all while establishing our reputation as a fast-growing, highly-rated product. This free version serves as a critical tool for building brand awareness and gathering feedback, which informs our development and marketing strategies.

To generate revenue, we target healthcare organizations that face significant staffing challenges, which often impact their ability to deliver high-quality care, manage costs, and generate revenue effectively. The healthcare modalities served by these organizations include skilled nursing, assisted living, memory care, residential care, continuing care retirement communities (CCRCs), home health, and rehabilitation centers. Our sales approach is straightforward: we reach out to these organizations to demonstrate the substantial cost savings and revenue generation opportunities provided by our enterprise version of NurseMagic™.

Our sales process includes conducting pilot phases that allow organizations to evaluate the app’s effectiveness in reducing staff workload and improving patient care. These pilot programs are designed to be brief, enabling a swift transition to full enterprise licensing. We estimate that the return on investment for these organizations can be as high as 15 times, given that documentation requirements alone can consume up to 40% of nurses’ time.

-4-

In addition to our enterprise-focused sales strategy, we leverage the power of digital marketing and social media to drive brand recognition and engagement. The NurseMagic™ brand has cultivated a strong online presence, with over 20,000 social media followers across various platforms. We have effectively engaged healthcare influencers to raise awareness and demonstrate the app’s benefits, contributing to our growing user base and brand credibility.

In the higher education sector, we primarily target community colleges that focus on workforce development as part of their mission. Our approach here is also straightforward: we provide a no-fee setup, allowing institutions to pay for our services based on student registrations. We manage the entire system for these institutions, from populating branded course offerings to providing instructors, making it easier for them to deliver high-quality educational experiences. Our branding in higher education has revolved around our ease of use, no setup fee deal, and our outstanding results on learner engagement and completion.

Board of Advisors

Dennis Bernard, Chairman of the Board of Advisors

Mr. Bernard is the founder and President of Bernard Financial Group and Bernard Financial Servicing Group (“BFG”). BFG is the largest commercial mortgage banking firm in Michigan, financing, on average, over $1.0 billion annually. Mr. Bernard has been involved with over 1,200 commercial real estate financial transactions totaling over $18.6 billion. Mr. Bernard specializes in both debt and equity placement with commercial lenders and institutional joint venture participants.

Martha A. Darling, Member

Over the past 22 years, Ms. Darling has held volunteer leadership roles nationally and in Michigan and has consulted on education policy issues for the National Academy of Sciences and other non-profit organizations. Prior to moving to Ann Arbor, Ms. Darling was a Senior Program Manager at The Boeing Company in Seattle, from which she retired in 1998. She joined Boeing in 1987, with assignments in 747 Program Management, Government Affairs and Boeing’s Corporate Offices, where she supported the chief executive officer and other executives. Previously, she was Vice President for Strategic Planning at Seattle-First National Bank and then, on loan from Seattle-First, she served as Executive Director of the Washington Business Roundtable’s Education Study. From 1977 to 1982 she served in Washington, D.C. as White House Fellow and Executive Assistant to Secretary of the Treasury W. Michael Blumenthal and then as Senior Legislative Aide to U.S. Senator Bill Bradley. She has also served as Special Assistant to the Governor of Washington, Research Social Scientist at the Battelle Seattle Research Center, and was a free-lance consultant to the Organization for Economic Cooperation and Development and other international organizations for four years in Paris.

Theodore l. Spencer, Member

Mr. Spencer is Senior Advisor on Admissions Outreach at the University of Michigan. Prior to September 2014, he was Associate Vice Provost and Executive Director of Undergraduate Admissions. Before joining Michigan in 1989, he was an Associate Director of Admissions at the United States Air Force Academy. He is a graduate of the Military Air War College and was one of thirty-five Air Force recruiting commanders in the United States. He is a retired Lieutenant Colonel in the United States Air Force. Early in his career, he was a salesman for the IBM Corporation in the City of Detroit. Ted has presented at numerous professional conferences state-wide, nationally and internationally, and has written and published articles on the college admissions process. He has received numerous awards and was recognized as the Point Man on Diversity Defense for affirmative action in college admissions. He has previously served as a Trustee for the College Board and on the faculty for the Harvard Summer Institute on College Admissions. Ted holds a M.S. degree in sociology from Pepperdine University and a B.S. in political science from Tennessee State University.

Human Capital Management

General Information About Our Human Capital Resources

As of June 30, 2024, we have 9 full-time employees and 2 consultants. We intend to engage consultants in general administration on an as-needed basis. We also intend to engage experts in operations, finance and general business to advise us in various capacities. None of our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good to excellent.

-5-

Our Culture

Amesite’s mission is to empower people with AI tools. We believe that supporting our team with a wonderful environment supports and powers us to accomplish our goals. Our values are summarized in our beats—the guideposts for our culture.

Diversity and Inclusion

To truly change how the world learns and improve the learning process and environment for learners across the world, we need to work with a diversity of partners as well as have a diverse workforce. We also must operate with a high degree of awareness of evolving social conditions, social justice – and create policy accordingly. We acknowledge that these measures evolve over time and commit to improving our policies as awareness of social inequities or injustice arise. We believe an equitable and inclusive environment with diverse teams produces more creative solutions and results in better outcomes for our customers, partners, employees, and stakeholders. We strive to attract, retain, and promote diverse talent at all levels of the organization. Our management team is 66% female, 33% racially diverse, and 83% female or racially diverse. The entire Amesite team is 55% female, 36% racially diverse, and 73% female or racially diverse. Additional information regarding Amesite’s social impact can be found in our 2023 ESG Report available at www.amesite.com.

Corporate Information

The Company was incorporated in November 2017. The Company is Amesite Inc. (Nasdaq: AMST) is a pioneering technology company specializing in the development and marketing of B2C and B2B AI-driven solutions, including its higher ed platform that offers professional learning. Leveraging its proprietary AI infrastructure, Amesite offers cutting-edge applications that cater to both individual and professional needs. NurseMagic™, the company’s mobile healthcare app, streamlines creation of nursing notes and documentation tasks, enhances patient communication, and offers personalized guidance to nurses on patient care, medications, and handling challenging workplace situations. The Company’s activities are subject to significant risks and uncertainties. The Company’s operations are in two segments.

On September 18, 2020, we consummated a reorganizational merger (the “Reorganization”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated July 14, 2020, whereby Amesite Inc. (“Amesite Parent”), our former parent corporation, merged with and into us, with our Company resulting as the surviving entity. In connection with the same, we filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, and changed our name from “Amesite Operating Company” to “Amesite Inc.” The stockholders of Amesite Parent approved the Merger Agreement on August 4, 2020. The directors and officers of Amesite Parent became our directors and officers.

Pursuant to the Merger Agreement, on the Effective Date, each share of Amesite Parent’s common stock, $0.0001 par value per share, issued and outstanding immediately before the Effective Date, was converted, on a one-for-one basis, into shares of our common stock. Additionally, each option or warrant to acquire shares of Amesite Parent outstanding immediately before the Effective Date was converted into and became an equivalent option to acquire shares of our common stock, upon the same terms and conditions.

Our corporate headquarters are located at 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan 48226, and our telephone number is (734) 876-8130. We maintain a website at www.amesite.com. The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address is included in this document as an inactive textual reference only. We make our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other information. The address of the SEC’s website is www.sec.gov. The information contained in the SEC’s website is not intended to be a part of this filing.

-6-