Amesite Inc
For the period ended Dec 31, 2024. Filed Feb 7, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Dec 31, 2024 · Filed Feb 7, 2025
AMST$0.52-4.2%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-09-30; filed 2024-11-14.
0001213900-24-098441
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2024-12-31; filed 2025-02-07.
0001213900-25-011338
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 59 previous paragraphs and 62 current paragraphs.
37 unchanged; 15 reworded; 9 added; 7 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 0 previous and 0 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (9)
Current report
Basis of Presentation
Current report
On January 8, 2025, we closed on a public offering of our common stock and received approximately $3.08 million of cash proceeds, net of underwriting discounts, commissions and other offering costs.
Current report
General and administrative expenses for the six months ended December 31, 2024 were approximately $1,438,000 as compared to approximately $882,000 for the six months ended December 31, 2023. The increase is largely attributable to Board stock compensation and increased legal and professional fees.
Current report
Technology and content development expenses for the six months ended December 31, 2024 were approximately $352,000 as compared to approximately $664,000 for the six months ended December 31, 2023. The decrease is principally related to reductions in headcount and associated administrative costs, reflecting the completion of certain learning programs that are now offered by our customers and require less staffing to maintain than to build.
Current report
Sales and marketing expenses for the six months ended December 31, 2024 were approximately $293,000 as compared to approximately $464,000 for the six months ended December 31, 2023. The decrease is principally related to refinement of sales and marketing processes to those that focus messaging directly to our key markets and offer improved lead generation. We have seen increases in marketing qualified leads (MQLs) in both periods, while reducing the overall sales and marketing spends.
Current report
Nasdaq Deficiency Letter
Current report
On November 26, 2024, the Company received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor was it in compliance with either of the alternative listing standards, either a market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years.
Current report
Pursuant to the Nasdaq Letter, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. On January 10, 2025, the Company submitted a plan to regain compliance. In addition, on January 10, 2025, the Company filed a Current Report on Form 8-K reporting that as a result of the Company’s January 2025 public offering, that it believed that it had regained compliance with the Stockholders’ Equity Requirement. On January 23, 2025, the Company received written notice from Nasdaq that based on the Company’s Form 8-K dated January 10, 2025, Nasdaq has determined that the Company complies with the Stockholders’ Equity Requirement and that if the Company fails to evidence compliance upon filing its next periodic report it may be subject to delisting, at which time Nasdaq will provide written notification to the Company, which the Company may then appeal to a Hearings Panel.
Current report
The Company intends to take all reasonable measures available to maintain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance that the Company will be successful in maintaining compliance with the Stockholders’ Equity Requirement and all applicable requirements for continued listing.
Removed paragraphs (7)
Previous report
General and administrative expenses for the three months ended September 30, 2024 were $633,122 as compared to $438,262 for the three months ended September 30, 2023. The increase between the three-month periods is due to the recording of Board Compensation in the current quarter, offset by savings due to deliberate cost reductions, including reductions in headcount and associated administrative costs. These reductions were made possible by completion of certain features and platform capabilities that require less staffing to maintain than to build.
Previous report
Technology and content development expenses for the three months ended September 30, 2024 were $139,658 as compared to $333,434 for the three months ended September 30, 2023. The decreases between the three-month periods in technology reflect the increase in capital asset additions and reductions in headcount and associated administrative costs, since these costs scale with staff.
Previous report
Sales and marketing expenses for the three months ended September 30, 2024 were $165,814 as compared to $241,627 for the three months ended September 30, 2023. The decrease between the three-month periods in sales and marketing are principally related to moving certain marketing functions from outside providers to inside staff.
Previous report
Reverse Split of Stock
Previous report
On February 15, 2023, the Company held a special meeting of stockholders (the “Special Meeting”). At the Special Meeting, the stockholders also approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001 at a specific ratio within a range of one-for five (1-for-5) to a maximum of one-for-fifty (1-for-50) to be determined by the Company’s board of directors in its sole discretion.
Previous report
Following the Special Meeting, the board of directors approved a one-for-twelve (1-for-12) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”). On February 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to affect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m. Eastern Time on February 21, 2023, and the Company’s common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opens on February 22, 2023.
Previous report
On March 8, 2023, the Company received a letter from The Nasdaq Stock Market LLC (“Nasdaq”) stating that because the Company’s common stock had a closing bid price at or above $1.00 per share for a minimum of 10 consecutive trading days, the Company had regained compliance with the minimum bid price requirement of $1.00 per share for continued listing on The Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2).
Reworded paragraphs (15)
Previous wording
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes for the year ended June 30, 2024 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on September 30, 2024. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors” in Part II, Item 1A.
Current wording
The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes for the year ended June 30, 2024 included in our Annual Report on Form 10-K/A filed with the Securities and Exchange Commission, or SEC, on January 2, 2025. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors” in Part II, Item 1A.
Previous wording
The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the three months ended September 30, 2024 and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed financial statements contained in this Quarterly Report on Form 10-Q, which we have prepared in accordance with United States generally accepted accounting principles, or GAAP, and the requirements of the SEC. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Current wording
The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the six months ended December 31, 2024 and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed financial statements contained in this Quarterly Report on Form 10-Q, which we have prepared in accordance with United States generally accepted accounting principles, or GAAP, and the requirements of the SEC. You should read the discussion and analysis together with such financial statements and the related notes thereto.
Previous wording
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $908,045 for the three months ended September 30, 2024, and we incurred a net loss of $38.7 million for the period from November 14, 2017 (date of incorporation) to September 30, 2024.
Current wording
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $2,029,682 for the six months ended December 31, 2024, and we incurred a net loss of $39.9 million for the period from November 14, 2017 (date of incorporation) to December 31, 2024.
Previous wording
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $908,045 for the three months ended September 30, 2024, and we incurred a net loss of $37.8 million for the period from November 14, 2017 (date of incorporation) to September 30, 2024.
Current wording
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $2,029,682 for the six months ended December 31, 2024, and we incurred a net loss of $39.9 million for the period from November 14, 2017 (date of incorporation) to December 31, 2024.
Previous wording
On August 2, 2021, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million shares of common stock. Our net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. On August 2, 2021, we sold 63,260 shares of our common stock to Lincoln Park in an initial purchase under the Purchase Agreement for a total purchase price of $1,500,000. We also issued 12,727 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement.
Current wording
On August 2, 2021, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million shares of common stock. Our net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. On August 2, 2021, we sold 63,260 shares of our common stock to Lincoln Park in an initial purchase under the Purchase Agreement for a total purchase price of $1,500,000. We also issued 12,727 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement. Total common stock reserved for this Purchase Agreement is 274,014 shares.
Previous wording
As of September 30, 2024, our cash and cash equivalent balance totaled $1,434,753.
Current wording
As of December 31, 2024, our cash and cash equivalent balance totaled $519,706.
Previous wording
As of September 30, 2024 and June 30, 2024 our cash and cash equivalents totaled $1,434,753 and $2.071,016, respectively with the majority invested in a short-term US Treasury Fund returning approximately 4.2. The Fund is invested in US Treasuries with a 7-day liquidity. The decision to allocate funds to the short-term US Treasury Fund is based on our investment strategy, which prioritizes liquidity and stability while receiving current rate returns. The returns from the fund for the three months ended September 30, 2024 were 4.2% and in line with our expectations and the broader market trends for similar investment vehicles. We continuously monitor our investment portfolio, considering market conditions and our liquidity needs, ensuring alignment with our broader financial strategy and risk tolerance.
Current wording
As of December 31, 2024 and June 30, 2024 our cash and cash equivalents totaled $519,706 and $2,071,016 respectively with the majority invested in a short-term US Treasury Fund returning approximately 5%. The Fund is invested in US Treasuries with a 7-day liquidity. The decision to allocate funds to the short-term US Treasury Fund is based on our investment strategy, which prioritizes liquidity and stability while receiving current rate returns. The returns from the fund for the six months ended December 31, 2024 were 5.6% and in line with our expectations and the broader market trends for similar investment vehicles. We continuously monitor our investment portfolio, considering market conditions and our liquidity needs, ensuring alignment with our broader financial strategy and risk tolerance.
Previous wording
The Company capitalized software of $148,000 and $374,700 and recognized amortization expense of $111,939 and $508,318 for the three months ended September 30, 2024 and year ended June 30, 2024, respectively.
Current wording
The Company capitalized software of $212,600 and $118,000 and recognized amortization expense of $218,537 and $279,000 for the six months ended December 31, 2024 and 2023, respectively.
Previous wording
We generate substantially all our revenue 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. Revenue related to our licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery. Revenue related to licensing arrangements recognized in a given time period will consist of contracts that went live in the current period or that went live in previous periods and are currently ongoing.
Current wording
We generate substantially all our revenue from contractual arrangements with our clients to provide a comprehensive platform of tightly integrated technology and technology enabled services related to product offerings. Revenue related to our licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery. Revenue related to licensing arrangements recognized in a given time period will consist of contracts that went live in the current period or that went live in previous periods and are currently ongoing.
Previous wording
We have recorded accounts receivable of $0 and $30,600 as of September 30, 2024 and June 30, 2024, respectively. We have set up deferred revenue liabilities at the end of each period to reflect performance obligations to be performed in future periods for our services delivered over time. Future obligations related to deferred revenue totaled $24,375 and $0 as of September 30, 2024 and June 30, 2024 respectively.
Current wording
We have recorded accounts receivable of $0 and $30,060 as of December 31, 2024 and June 30, 2024, respectively. We have set up deferred revenue liabilities at the end of each period to reflect performance obligations to be performed in future periods for our services delivered over time. Future obligations related to deferred revenue totaled $15,925 and $0 as of December 31, 2024 and June 30, 2024 respectively.
Previous wording
The majority of our customers are private and public learning institutions across various domestic regions. For the three months ended September 30, 2024, one customer comprised 100% of total revenue.
Current wording
The majority of our customers are private and public learning institutions across various domestic regions. For the six months ended December 31, 2024, one customers comprised approximately 94% of total revenue.
Previous wording
We generated revenues of $11,250 for the three months ended September 30, 2024 as compared to $63,333 for the three months ended September 30, 2023.
Current wording
We generated revenues of approximately $24,000 for the six months ended December 31, 2024 as compared to $105,000 for the six months ended December 31, 2023.
Previous wording
For the three months ended September 30, 2024, interest income totaled $19,299 as compared to interest income of $59,297 for the three months ended September 30, 2023.
Current wording
For the six months ended December 31, 2024, interest income approximated $28,500 as compared to interest income of $110,000 for the six months ended December 31, 2023.
Previous wording
Our net loss for the three months ended September 30, 2024 was $908,045 as compared to a net loss for the three months ended September 30, 2023 of $890,693.
Current wording
Our net loss for the six months ended December 31, 2024 was approximately $2,030,000 as compared to a net loss for the six months ended December 31, 2023 of approximately $1,796,000. The loss was about 11% higher during the six months ended December 31, 2024 compared to 2023 as a result of increased Board stock compensation and professional fees, offset by decreases in technology and content development and sales and marketing.
Previous wording
During the three months ended September 30, 2024 and 2023, we had capital asset additions of $148,000 and $65,200, respectively. We will continue to capitalize significant software development costs, comprised primarily of internal payroll, payroll related and contractor costs, as we build out and complete our technology platforms.
Current wording
During the six months ended December 31, 2024 and 2023, we had capital asset additions of $212,600 and $118,000 in capitalized technology and content development. We will continue to capitalize significant software development costs, comprised primarily of internal payroll, payroll related and contractor costs, as we build out and complete our technology platforms.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC.