Amesite Inc.
For the period ended Sep 30, 2025. Filed Oct 24, 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.
Sep 30, 2025 · Filed Oct 24, 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 2025-03-31; filed 2025-05-15.
0001213900-25-044301
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2025-09-30; filed 2025-10-24.
0001213900-25-102257
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 61 previous paragraphs and 54 current paragraphs.
32 unchanged; 15 reworded; 7 added; 12 removed; 2 previous and 0 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 (7)
Current report
On January 8, 2025, we closed on a public offering of common stock and received approximately $3.08 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.
Current report
Please reference the discussion under the “Results of Operations - Revenue Recognition” for more information.
Current report
Revenue Recognition
Current report
We generated revenues totaling $94,296 for the three months ended September 30, 2025 as compared to $11,250 for the three months ended September 30, 2024.
Current report
General and administrative expenses for the three months ended September 30, 2025 were $547,060 as compared to $633,122 for the three months ended September 30, 2024. The decrease between the three-month periods is due to lower payroll costs and lower professional fees. These reductions were made possible by completion of certain features and platform capabilities that require less staffing to maintain than to build.
Current report
Technology and content development expenses for the three months ended September 30, 2025 were $102,888 as compared to $139,658 for the three months ended September 30, 2024. The decreases between the three-month periods in technology reflect the reductions in headcount and associated administrative costs, since these costs scale with staff.
Current report
Sales and marketing expenses for the three months ended September 30, 2025 were $106,472 as compared to $165,814 for the three months ended September 30, 2024. 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.
Removed paragraphs (12)
Previous report
Basis of Presentation
Previous report
On January 8, 2025, we closed on a public offering of our common stock and received approximately $3.1 million of cash proceeds, net of underwriting discounts, commissions and other offering costs.
Previous report
We generated revenues of approximately $31,000 for the three months ended March 31, 2025 as compared to $34,000 for the three months ended March 31, 2024. We generated revenues of approximately $55,000 for the nine months ended March 31, 2025 as compared to $139,000 for the nine months ended March 31, 2024.
Previous report
General and administrative expenses for the three months ended March 31, 2025 were approximately $428,000 as compared to approximately $1,135,000 for the three months ended March 31, 2024. The decrease is largely attributable to a reduction in stock-based compensation. General and administrative expenses for the nine months ended March 31, 2025 were approximately $1,866,000 as compared to $2,017,000 for the nine months ended March 31, 2024. This decrease is primarily attributable to a reduction in stock-based compensation.
Previous report
Technology and content development expenses for the three months ended March 31, 2025 were approximately $172,000 as compared to approximately $224,000 for the three months ended March 31, 2024. Technology and content development expenses for the nine months ended March 31, 2025 were approximately $524,000 as compared to $889,000 for the nine months ended March 31, 2024. The decrease is principally related to reductions in headcount and associated administrative costs, reflecting thecompletion of certain programs that are now offered to our customers and require less staffing to maintain than to build.
Previous report
Sales and marketing expenses for the three months ended March 31, 2025 were approximately $118,000 as compared to approximately $139,000 for the three months ended March 31, 2024. Sales and marketing expenses for the nine months ended March 31, 2025 were approximately$411,000 as compared to $603,000 for the nine months ended March 31, 2024. 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.
Previous report
Nasdaq Deficiency Letter
Previous 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.
Previous 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.
Previous 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.
Previous report
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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/A filed with the 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.
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, 2025 included in our Annual Report on Form 10-K filed with the SEC on September 29, 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 nine months ended March 31, 2025 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 three months ended September 30, 2025 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 $2,693,100 for the nine months ended March 31, 2025, and we incurred a net loss of $40.5 million for the period from November 14, 2017 (date of incorporation) to March 31, 2025.
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 $642,266 for the three months ended September 30, 2025, and we incurred a net loss of $42.1 million for the period from November 14, 2017 (date of incorporation) to September 30, 2025.
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 $2,693,100 for the nine months ended March 31, 2025, and we incurred a net loss of $40.5 million for the period from November 14, 2017 (date of incorporation) to March 31, 2025.
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 $642,266 for the three months ended September 30, 2025, and we incurred a net loss of $42.1 million for the period from November 14, 2017 (date of incorporation) to September 30, 2025.
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. Total common stock reserved for this Purchase Agreement is 274,014 shares.
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.
Previous wording
As of March 31, 2025, our cash and cash equivalent balance totaled $2,858,963.
Current wording
As of September 30, 2025, our cash, cash equivalent, and restricted cash balance totaled $1,930,053.
Previous wording
This management’s discussion and analysis of financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 in the “Notes to Condensed Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our condensed financial statements.
Current wording
This management’s discussion and analysis of financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 of the “Notes to Condensed Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our condensed financial statements.
Previous wording
As of March 31, 2025 and June 30, 2024 our cash and cash equivalents totaled $2,858,963 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 nine months ended March 31, 2025 and 2024 were 4.9% and 5.0%, respectively, 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 September 30, 2025 and June 30, 2025 our cash, cash equivalents, and restricted cash totaled $1,930,053 and $2,433,418, respectively with the majority invested in a short-term US Treasury Fund totaling approximately $1,647,000 at September 30, 2025. 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, 2025 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.
Previous wording
The Company capitalized software of $292,200 and $227,600 and recognized amortization expense of $312,709 and $395,165 for the nine months ended March 31, 2025 and 2024, respectively.
Current wording
The Company capitalized software of $87,600 and $148,000 and recognized amortization expense of $54,103 and $111,939 for the three months ended September 30, 2025 and 2024, respectively.
Previous 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.
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. 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).
Previous wording
We have recorded accounts receivable of $4,440 and $30,060 as of March 31, 2025 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 $3,835 and $0 as of March 31, 2025 and June 30, 2024 respectively.
Current wording
We have recorded accounts receivable of $10,344 and $6,341 as of September 30, 2025 and June 30, 2025, 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 $24,655 and $36,745 as of September 30, 2025 and June 30, 2025 respectively.
Previous wording
We continue to believe that AI-powered B2B and B2C solutions, priced affordably, will supplant other similar products in the mid to long term. 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
For the three months ended March 31, 2025, interest income approximated $24,000 as compared to interest income of $38,000 for the three months ended March 31, 2024. For the nine months ended March 31, 2025, interest income approximated $53,000, as compared to interest income of $148,000 for the nine months ended March 31, 2024.
Current wording
For the three months ended September 30, 2025, interest income totaled $19,858 as compared to interest income of $19,299 for the three months ended September 30, 2024.
Previous wording
Our net loss for the three months ended March 31, 2025 was approximately $663,000 as compared to a net loss for the three months ended March 31, 2024 of approximately $1.4 million. The loss for the nine months ended March 31, 2025 was approximately $2.7 million, as compared to $3.2 million for the nine months ended March 31, 2024. The loss was about 16% lower during the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024 as a result of decreased stock compensation and decreases in technology and content development and sales and marketing as discussed above.
Current wording
Our net loss for the three months ended September 30, 2025 was $642,266 as compared to a net loss for the three months ended September 30, 2024 of $908,045.
Previous wording
During the nine months ended March 31, 2025 and 2024, we had capital asset additions of $292,200 and $228,000, respectively, 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 platform.
Current wording
During the three months ended September 30, 2025 and 2024, we had capital asset additions of $87,600 and $148,000, respectively, 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 platform.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC.
Previous report — wording carried elsewhere
The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has had a history of net losses and negative cash flows from operating activities since inception and expects to continue to incur net losses and use cash in its operations in the foreseeable future.