Amesite Inc.
For the period ended Jun 30, 2025. Filed Sep 29, 2025.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Sep 29, 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-K
Period ended 2024-06-30; filed 2024-09-30.
0001213900-24-083458
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-06-30; filed 2025-09-29.
0001213900-25-093213
Item 7. 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 63 previous paragraphs and 59 current paragraphs.
30 unchanged; 14 reworded; 14 added; 19 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 1 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 (14)
Current report
Capitalized Software Costs
Current report
The Company recognized revenue in accordance with ASC 606,Revenue from Contracts with Customers (Topic 606). Under this standard, revenue is recognized when control of goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s performance obligation is to provide on demand information and documentation solutions to its customers by leveraging its proprietary technology on its hosted platform. The pricing for the customer contracts is based on a monthly fee.
Current report
We derive revenue from a hosted platform of tightly integrated technology and services. Our customers provide a variety of services for their employees or to paying customers or students using our platform. Our performance obligation is satisfied as the customers receive and consume benefits and distribute them as appropriate for all of these contracts. Our services are provided ratably over contract terms; accordingly, the revenues collected are recognized ratably over the service period (generally one month).
Current report
Available within Topic 606, the Company has applied the portfolio approach practical expedient in accounting for customer revenue as one collective group, rather than individual contracts. Based on the Company’s historical knowledge of the contracts contained in this portfolio and the similar nature and characteristics of the customers, the Company has concluded the financial statement effects are not materially different than if accounting for revenue on a contract-by-contract basis.
Current report
The Company's revenue arrangements do not contain significant financing components. In addition, the Company elected the practical expedient to not disclose the value of unsatisfied performance obligations for contracts with an original expected length of one year or less.
Current report
Sales commissions are incurred and recorded on an ongoing basis over the term of the customer relationship. These costs are recorded in sales and marketing expenses.
Current report
Sales and marketing expenses for the year ended June 30, 2025 were $545,030 as compared to $763,915 for the year ended June 30, 2024. The decrease of $218,885 is primarily due to lower marketing costs and savings in employee payroll.
Current report
We incurred no interest expense for the fiscal years ended June 30, 2025 and 2024.
Current report
Impairment Expense
Current report
During the fiscal years ended June 30, 2025 and 2024, the Company recognized impairment losses of $90,869 and $0, respectively, related to capitalized software in the accompanying statement of operations. The impairment was triggered by management’s decision to discontinue development of the higher ed/professional learning app due to a shift in strategic focus to the NurseMagic™ app.
Current report
In late fiscal year 2024, management determined to transition away from the Company’s education-focused offerings and to pursue alternative AI-powered solutions. After evaluating several options, the Company selected what became NurseMagic™ (NM), which officially launched in June 2024. Initial NM sales were recorded in the second quarter of fiscal 2025. In February 2025, the product became available for online subscription, followed shortly thereafter by its release on Google Play and the Apple App Store. In April 2025, NM achieved HIPAA compliance, and the Company introduced NurseMagic™ Teams+, which contributed to accelerated customer adoption and revenue growth.
Current report
The table below illustrates the Company’s strategic shift from its education platform to NM. Although revenues declined in fiscal year 2024 (and overall in fiscal 2025 compared to fiscal 2024), the Company experienced a turnaround in fiscal year 2025 as the NM customer base expanded.
Current report
FY-2024 and FY-2025 Quarterly Revenue
Current report
In July 2025, the Company introduced NurseMagic™ Enterprise, designed for larger-scale customers with features such as electronic medical record (EMR) integration, tailored compliance and billing documentation, and a patient census–based pricing model.
Removed paragraphs (19)
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 affect 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 opened on February 22, 2023.
Previous report
The Reverse Stock Split did not change the par value of the Company’s common stock. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole post-Reverse Stock Split share. All outstanding securities entitling their holders to acquire shares of common stock were adjusted as a result of the Reverse Stock Split. All common share and per share data are retrospectively restated to give effect to the Reverse Stock Split for all periods presented herein.
Previous report
Internally-Developed Capitalized Software
Previous report
We generate substantially all our revenue from contractual arrangements with our customers 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 report
Performance Obligations and Timing of Recognition
Previous report
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.
Previous report
We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other fees for course development and miscellaneous items. Our contracts with customers typically have a term of at least one year and have at least a single performance obligation. The promises to set up and provide a hosted platform of tightly integrated technology and services partners need to attract, enroll, educate, and support learners are not distinct within the context of the contracts. This performance obligation is satisfied as the partners receive and consume benefits, which occurs ratably over the contract term.
Previous report
We routinely provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract. In our contracts with customers that contain multiple performance obligations because of this assessment, we allocate the transaction price to each separate performance obligation on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis. When standalone selling prices are not observable, we utilize a cost-plus margin approach to allocate the transaction price.
Previous report
We do not disclose the value of unsatisfied performance obligations because the consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance). During the year ended June 30, 2024, five customers comprised approximately 97% of total revenue. During the year ended June 30, 2023, five customers comprised approximately 84% of total revenue.
Previous report
We also receive fees that are fixed in nature, such as annual license and maintenance charges. The fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized ratably over the service period of the contract that the Company’s platform is made available to the customer (i.e., the customer simultaneously receives and consumes the benefit of the software over the contract service period).
Previous report
The following factors affect the nature, amount, timing, and uncertainty of our revenue and cash flows:
Previous report
Accounts Receivable, Contract Assets and Liabilities
Previous report
Balance sheet items related to contracts consist of accounts receivable (net) and contract liabilities on our balance sheets. Accounts receivable (net) is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of June 30, 2024 and 2023, respectively.
Previous report
We may recognize revenue prior to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may not be made until after the service period has commenced. As of June 30, 2024 and 2023, we had $15,000 and $0, respectively, of contract assets.
Previous report
Contract liabilities as of each balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized.
Previous report
Some contracts also involve annual license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities.
Previous report
Sales and marketing expenses for the year ended June 30, 2024 were $763,915 as compared to $1,053,193 for the year ended June 30, 2023. The decrease of $289,278 is primarily due to savings with outside vendors.
Previous report
Interest expense amounted to $0 for the year ended June 30, 2024 as compared to interest expense of $1,619 for the year ended June 30, 2023.
Reworded paragraphs (14)
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 $(4,403,182) for the twelve months ended June 30, 2024, and we incurred a net loss of $(37,833,501) for the period from November 14, 2017 (date of incorporation) to June 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 $3,617,086 for the twelve months ended June 30, 2025, and we incurred a net loss of $41,450,587 for the period from November 14, 2017 (date of incorporation) to June 30, 2025.
Previous wording
We capitalize certain costs related to internal-use software, primarily consisting of direct labor and third-party vendor costs associated with creating the software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs related to the design and implementation of the selected software components, software build and configuration infrastructure, and software interfaces. Capitalization of costs requires judgment in determining when a project has reached the application development stage, the proportion of time spent in the application development stage, and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three years.
Current wording
Pursuant to Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350-40,Internal-Use Software, the Company capitalizes costs incurred in the development of its hosted SaaS (software as a service) software to be marketed for external use, including the costs of the software, materials, consultants, and payroll and payroll related costs for employees. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Capitalization of costs requires judgment in determining when a project changes stages and the period over which we expect to benefit from the use of that software. After the software is placed in service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is three years.
Previous wording
We have issued three types of stock-based awards under our stock plans: stock options, restricted stock units and stock warrants. All stock-based awards granted to employees, directors and independent contractors are measured at fair value at each grant date. We rely on the Black-Scholes option pricing model for estimating the fair value of stock-based awards granted, and expected volatility is based on the historical volatility of the Company’s stock prices. Stock options generally vest over four years from the grant date and generally have ten-year contractual terms. Restricted stock units generally have a term of 12 months from the closing date of the agreement. Stock warrants issued have a term of five years. Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Notes 4 and 6 in the Notes to Financial Statements.
Current wording
We have issued four types of stock-based awards under our stock plans: stock options, restricted stock units, deferred stock units, and stock warrants. All stock-based awards granted to employees, directors and independent contractors are measured at fair value at each grant date. We rely on the Black-Scholes option pricing model for estimating the fair value of stock-based awards granted, and expected volatility is based on the historical volatility of the Company’s stock prices. Stock options generally vest over four years from the grant date and generally have ten-year contractual terms. Restricted stock units generally have a term of 12 months from the closing date of the agreement. Stock warrants issued have a term of five years. Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Notes 4 and 6 in the Notes to Financial Statements.
Previous wording
We generated revenues of $166,881 for the year ended June 30, 2024 as compared to $845,009 for the year ended June 30, 2023. Revenue compared to prior year for the twelve months ended June 30, 2024 was primarily from the sale of monthly license fees.
Current wording
We generated revenues of $110,459 for the year ended June 30, 2025 as compared to $166,881 for the year ended June 30, 2024. Revenue compared to the prior year was primarily from license fee revenues related to the NurseMagic TM app.
Previous wording
We have strongly pivoted to grow our customer base while reducing risk and losses, resulting in a larger client base, a short-term reduction in overall revenue and a dramatic reduction in cash burn. Larger, cash-upfront deals were struggling to produce sustainable revenue, as administrative barriers within nonprofits, high price points set by customers, and inability or unwillingness of customers to partner with schools, businesses and other entities to purchase products hampered growth.
Current wording
We have strongly pivoted to grow our customer base while reducing risk and losses, resulting in a larger client base, a short-term reduction in overall revenue and a dramatic reduction in cash burn. Larger, cash-upfront deals were struggling to produce sustainable revenue, as administrative barriers within nonprofits, high price points set by customers, and inability or unwillingness of customers to partner with schools, businesses and other entities to purchase products hampered growth. During the fiscal year ended June 30, 2025 we began to market and sell to individuals (B2C) which accounted for 24% of sales.
Previous wording
We continue to believe that AI-powered learning programs, priced affordably, will supplant other academic products in the mid to long term, but have defocused on securing “change agent” customers, and are now offering our academic platform for use by any community college on a fee-per-course basis. The incremental cost to Amesite in delivering the system isde minimis, as the system is turnkey, and the technology stack is robust. We have focused all new development work on delivering AI tools to markets hungry for increased capability that immediately impacts both their performance and their bottom line. The NurseMagic TM app is the first of these and has already gained traction with larger entities.
Current wording
We continue to believe that AI-powered programs, priced affordably, will supplant other academic products in the mid to long term, but have defocused on securing academic customers, and are now offering solutions for the healthcare industry. We have focused all new development work on delivering AI tools to markets hungry for increased capability that immediately impacts both their performance and their bottom line. The NurseMagic TM app is the first of these and has already gained traction with larger entities.
Previous wording
General and administrative expenses consist primarily of personnel and personnel-related expenses, including executive management, legal, finance, human resources and other departments that do not provide direct operational services. General and administrative expenses also include professional fees and other corporate expense.
Current wording
General and administrative expenses consist primarily of personnel and personnel-related expenses, including executive management, legal, finance, human resources and other departments that do not provide direct operational services. General and administrative expenses also include professional fees and other corporate expenses.
Previous wording
General and administrative expenses for the year ended June 30, 2024, were $2,908,289 as compared to $2,492,777 for the year ended June 30, 2023. The increase of $415,512 is primarily due to Board Compensation net of significant savings in the areas of employee payroll, legal and audit, and insurance.
Current wording
General and administrative expenses for the year ended June 30, 2025, were $2,477,888 as compared to $2,908,289 for the year ended June 30, 2024. The decrease of $430,401 is primarily due to significant savings in the areas of employee payroll and Board of Directors compensation due to the resignation of two Board members in December 2024.
Previous wording
Technology and content development expenses for the year ended June 30, 2024, were $1,074,000 as compared to $1,523,547 for the year ended June 30, 2023. The decrease of $449,219 is primarily due to savings in employee payroll and contracted programming.
Current wording
Technology and content development expenses for the year ended June 30, 2025, were $691,154 as compared to $1,074,328 for the year ended June 30, 2024. The decrease of $383,174 is primarily due to savings in employee payroll and lower capitalized software amortization.
Previous wording
For the year ended June 30, 2024, interest income totaled $176,469 as compared to interest income of $72,824 for the year ended June 30, 2023.
Current wording
For the year ended June 30, 2025, interest income totaled $77,396 as compared to interest income of $176,469 for the year ended June 30, 2024 due to lower cash balances until the January 2025 public offering.
Previous wording
Our net loss for the year ended June 30, 2024 was $4,403,182 as compared to a net loss for the year ended June 30, 2023 of $4,153,303. The loss was $249,879 higher during the year ended June 30, 2024 compared to 2023 primarily due to Board Compensation net of significant savings in the areas discussed above.
Current wording
Our net loss for the year ended June 30, 2025 was approximately $3,617,000 as compared to a net loss for the year ended June 30, 2024 of approximately $4,403,000. The loss was approximately $786,000 lower during the year ended June 30, 2025 compared to 2024 primarily due to the significant savings in the areas discussed above offset by the impairment charge.
Previous wording
During the years ended June 30, 2024 and 2023, we had capital asset additions of $375,866 and $396,033, respectively, which were comprised of $374,700 and $368,909 respectively, in capitalized technology and content development, and $1,166 and $27,124, respectively, of property and equipment, including primarily computer equipment and software. 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 years ended June 30, 2025 and 2024, we had capital asset additions of $378,300 and $375,866, respectively, which were all comprised of capitalized technology and content development. There were no significant additions to property and equipment for the fiscal years ended June 30, 2025 and 2024. 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.
Previous wording
During the period from November 14, 2017 (date of incorporation) to September 30, 2020, we raised net proceeds of approximately $11,760,000 from private placement financing transactions (stock and debt). On September 25, 2020, we completed the Offering of 250,000 shares of its common stock, $0.0001 par value per share, at an offering price of $60.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs).
Current wording
During the period from November 14, 2017 (date of incorporation) to September 30, 2020, we raised net proceeds of approximately $11,760,000 from private placement financing transactions (stock and debt). On September 25, 2020, we completed the Offering of 250,000 shares of our common stock, $0.0001 par value per share, at an offering price of $60.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs).
Previous wording
As of June 30, 2024, our cash balance totaled $2,171,016.
Current wording
As of June 30, 2025, our cash balance totaled $2,433,418.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.