Amesite Inc.
For the period ended Mar 31, 2026. Filed May 18, 2026.
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.
Mar 31, 2026 · Filed May 18, 2026
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 2025-12-31; filed 2026-02-06.
0001213900-26-012916
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-18.
0001213900-26-058512
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 56 previous paragraphs and 54 current paragraphs.
35 unchanged; 16 reworded; 3 added; 5 removed; 0 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 (3)
Current report
On April 28, 2026, we closed a registered direct offering, a concurrent private placement, and an insider-led private placement, pursuant to which the Company agreed to issue and sell to such investors common stock and warrants for net cash proceeds of approximately $2.2 million.
Current report
Nasdaq Compliance
Current report
On April 28, 2026, the Company closed a registered direct offering, a concurrent private placement, and an insider-led private placement, issuing in the aggregate 1,114,984 shares of common stock, pre-funded warrants to purchase 696,866 shares (exercise price $0.001), and Series A-1 and Series A-2 common warrants to purchase up to 1,811,850 shares each at an exercise price of $1.435 per share. Aggregate gross proceeds were approximately $2.6 million, of which approximately $0.6 million was invested by certain officers and directors of the Company, including the Chairman and Chief Executive Officer and another member of the Board of Directors, at a per-share price equal to that of the registered direct offering, with one-for-one Series A-1 and Series A-2 warrant coverage. As disclosed in the Company’s Current Report on Form 8-K filed on April 28, 2026, upon completion of the registered direct offering, concurrent private placement, and insider-led private placement, the Company believes that its stockholders’ equity is in excess of $2.5 million necessary to regain compliance with Nasdaq’s minimum stockholder’ equity requirement. On May 4, 2026, the Company received written notice from Nasdaq that based upon the Form 8-K dated April 28, 2026, the Staff has determined that the Company complies with Nasdaq listing Rule 5550(b)(1). However, if the Company fails to evidence compliance within its next periodic report that it may be subject to delisting. At that time, the Staff will provide written notification to the Company, which the Company may then appeal to a Nasdaq Hearings Panel.
Removed paragraphs (5)
Previous report
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 report
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 report
On February 16, 2022, we closed on a public offering of common stock and received approximately $2.51 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.
Previous report
On September 1, 2022, we closed on a public offering of common stock and concurrent private placement of warrants and received approximately $1.85 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.
Previous report
Nasdaq Deficiency Letter
Reworded paragraphs (16)
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 and six months ended December 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 and nine months ended March 31, 2026 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 $1,374,814 for the six months ended December 31, 2025, and we incurred a net loss of $42.8 million for the period from November 14, 2017 (date of incorporation) to December 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 $2,052,875 for the nine months ended March 31, 2026, and we incurred a net loss of $43.5 million for the period from November 14, 2017 (date of incorporation) to March 31, 2026.
Previous wording
The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. Based on their current forecast, management believes that it will have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these condensed financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable. The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these condensed financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.
Current wording
The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. Based on their current forecast, management believes that it will have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these condensed financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable. The Company has considered both quantitative and qualitative factors that are known or reasonably known as of the date of these condensed financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.
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 $732,548 and $1,374,814 for the three months and six months ended December 31, 2025, respectively.
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 $678,000 and $2,052,875 for the three months and nine months ended March 31, 2026, respectively.
Previous wording
As of December 31, 2025, our cash, cash equivalent, and restricted cash balance totaled $1,265,369.
Current wording
As of March 31, 2026, our cash, cash equivalent, and restricted cash balance totaled $740,711.
Previous wording
As of December 31, 2025 and June 30, 2025 our cash, cash equivalents, and restricted cash totaled $1,265,369 and $2,433,418, respectively with the majority invested in a short-term US Treasury Fund totaling approximately $970,000 at December 31, 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 six months ended December 31, 2025 were 4.1% 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 March 31, 2026 and June 30, 2025 our cash, cash equivalents, and restricted cash totaled $740,711 and $2,433,418, respectively with the majority invested in a short-term US Treasury Fund totaling approximately $420,000 at March 31, 2026. 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, 2026 and 2025 were 4.1% and 4.9%, 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.
Previous wording
The Company capitalized software of $131,200 and $212,600 and recognized amortization expense of $115,506 and $218,537 for the six months ended December 31, 2025 and 2024, respectively.
Current wording
The Company capitalized software of $206,700 and $292,200 and recognized amortization expense of $180,542 and $312,709 for the nine months ended March 31, 2026 and 2025, respectively.
Previous wording
We have recorded accounts receivable of $7,197 and $6,341 as of December 31, 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 $16,125 and $36,745 as of December 31, 2025 and June 30, 2025 respectively.
Current wording
We have recorded accounts receivable of $18,975 and $6,341 as of March 31, 2026 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 $3,975 and $36,745 as of March 31, 2026 and June 30, 2025 respectively.
Previous wording
We generated revenues totaling $202,346 for the six months ended December 31, 2025 as compared to $24,010 for the six months ended December 31, 2024. We generated revenues totaling $108,050 for the three months ended December 31, 2025 as compared to $12,760 for the three months ended December 31, 2024.
Current wording
We generated revenues totaling $285,678 for the nine months ended March 31, 2026 as compared to $54,700 for the nine months ended March 31, 2025. We generated revenues totaling $83,332 for the three months ended March 31, 2026 as compared to $30,690 for the three months ended March 31, 2025.
Previous wording
General and administrative expenses for the six months ended December 31, 2025 were approximately $1,126,000 as compared to approximately $1,438,000 for the six months ended December 31, 2024. General and administrative expenses for the three months ended December 31, 2025 were approximately $579,000 as compared to approximately $805,000 for the three months ended December 31, 2024. The decrease between the three-month periods is due to lower payroll costs, stock-based compensation, and professional fees. These reductions were made possible by completion of certain features and platform capabilities that require less staffing to maintain than to build. Stock-based compensation is lower due to having four Board members in calendar year 2025 as opposed to six Board members in calendar year 2024.
Current wording
General and administrative expenses (G&A) for the nine months ended March 31, 2026 were approximately $1,676,000 as compared to approximately $1,866,000 for the nine months ended March 31, 2025. General and administrative expenses for the three months ended March 31, 2026 were approximately $550,000 as compared to approximately $428,000 for the three months ended March 31, 2025. The increase in general and administrative expenses between the three-month periods is due to director forfeitures recognized in fiscal year 2025. The decrease in the nine-month period is largely a result of lower stock-based compensation due to having four Board members in calendar years 2025-2026 as opposed to six Board members in calendar year 2024.
Previous wording
Technology and content development expenses for the six months ended December 31, 2025 were approximately $268,000 as compared to approximately $352,000 for the six months ended December 31, 2024. Technology and content development expenses for the three months ended December 31, 2025 were approximately $165,000 as compared to approximately $212,000 for the three months ended December 31, 2024. The decreases between the six-month periods in technology reflect the reductions in headcount and associated administrative costs, since these costs scale with staff.
Current wording
Technology and content development expenses for the nine months ended March 31, 2026 were approximately $402,000 as compared to approximately $524,000 for the nine months ended March 31, 2025. Technology and content development expenses for the three months ended March 31, 2026 were approximately $134,000 as compared to approximately $172,000 for the three months ended March 31, 2025. The decreases between the three-month and nine-month periods in technology reflect the reductions in headcount, lower capitalized software amortization, and lower third-party software subscription costs.
Previous wording
Sales and marketing expenses for the six months ended December 31, 2025 were approximately $216,000 as compared to approximately $293,000 for the six months ended December 31, 2024. Sales and marketing expenses for the three months ended December 31, 2025 were approximately $109,500 as compared to approximately $127,000 for the three months ended December 31, 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.
Current wording
Sales and marketing expenses for the nine months ended March 31, 2026 were approximately $299,000 as compared to approximately $411,000 for the nine months ended March 31, 2025. Sales and marketing expenses for the three months ended March 31, 2026 were approximately $83,000 as compared to approximately $118,000 for the three months ended March 31, 2025. The decrease between the three-month and nine-month periods in sales and marketing are principally related to moving certain marketing functions from outside providers to inside staff offset some by higher customer selling expenses.
Previous wording
For the six months ended December 31, 2025, interest income approximated $32,600 as compared to interest income of approximately $28,500 for the six months ended December 31, 2024. For the three months ended December 31, 2025, interest income approximated $12,700 as compared to interest income of approximately $9,200 for the three months ended December 31, 2024.
Current wording
For the nine months ended March 31, 2026, interest income approximated $39,000 as compared to interest income of approximately $53,000 for the nine months ended March 31, 2025. For the three months ended March 31, 2026, interest income approximated $6,000 as compared to interest income of approximately $24,000 for the three months ended March 31, 2025.
Previous wording
Our net loss for the six months ended December 31, 2025 was approximately $1,375,000 as compared to a net loss for the six months ended December 31, 2024 of approximately $2,030,000. Our net loss for the three months ended December 31, 2025 was approximately $732,500 as compared to a net loss for the three months ended December 31, 2024 of approximately $1,122,000.
Current wording
Our net loss for the nine months ended March 31, 2026 was approximately $2,053,000 as compared to a net loss for the nine months ended March 31, 2025 of approximately $2,693,000. Our net loss for the three months ended March 31, 2026 was approximately $678,000 as compared to a net loss for the three months ended March 31, 2025 of approximately $663,000.
Previous wording
During the six months ended December 31, 2025 and 2024, we had capital asset additions of $131,200 and $212,600, 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 nine months ended March 31, 2026 and 2025, we had capital asset additions of $206,700 and $292,200, 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.
Previous wording
On October 28, 2025 we received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor were we 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. Pursuant to the Nasdaq Letter, we had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. We submitted our plan of compliance on December 10, 2025 and on January 8, 2026, Nasdaq granted an extension until April 27, 2026 to evidence compliance.
Current wording
On October 28, 2025 we received a deficiency letter (the “Nasdaq Letter”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor were we 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. Pursuant to the Nasdaq Letter, we had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. We submitted our plan of compliance on December 10, 2025 and on January 8, 2026, Nasdaq granted an extension until April 27, 2026 to evidence compliance.