Amesite Inc.

June 30, 2026 and 2025

Note 1 - Nature of Business and Liquidity

Amesite Inc. (the “Company” or “we”) was incorporated in November 2017. Amesite is a pioneering technology company specializing in the development and marketing of B2C and B2B AI-driven solutions. Leveraging its proprietary AI infrastructure, Amesite offers cutting-edge applications that cater to both individual and professional needs. NurseMagic™, the Company’s mobile healthcare app, streamlines creation of nursing notes and documentation tasks, enhances patient communication, and offers personalized guidance to nurses on patient care, medications, and handling challenging workplace situations.

Liquidity and Going Concern

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

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.

On June 30, 2026, we had approximately$2,399,000 in cash, cash equivalents, and restricted cash. Our net loss incurred for the fiscal year ended June 30, 2026, was approximately$3,096,000 and our stockholders’ equity was approximately$2,654,000 on June 30, 2026.

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 may not have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these financial statements. The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these 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.

In response to the conditions, management plans include generating cash by completing financing transactions, which may include offerings of common stock. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. There is no assurance that the Company will be successful in implementing their plans. As a result, the Company has concluded that management’s plans do not alleviate substantial doubt about the Company’s ability to continue as a going concern.

The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

Note 2 - Significant Accounting Policies

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and considering the requirements of the United States Securities and Exchange Commission (“SEC”). The Company has a fiscal year with a June 30 year end.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

Accounting standards require certain assets and liabilities be reported at fair value in the financial statements and provide a framework for establishing that fair value. The framework for determining fair value is based on a hierarchy that prioritizes the inputs and valuation techniques used to measure fair value.

Fair values determined by Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in active markets and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset. These Level 3 fair value measurements are based primarily on management’s own estimates using pricing models, discounted cash flow methodologies, or similar techniques.

In instances wherein inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each asset or liability.

Cash, Cash Equivalents, and Restricted Cash

The Company considers all investments with an original maturity of three months or less when purchased to be cash equivalents. The total amount of bank deposits (checking and savings accounts) that were insured by the FDIC at year end was $250,000. At June 30, 2026 and 2025, approximately $1,880,000 and $1,965,000 was in excess of federally insured limits; however, management does not anticipate any losses related to this credit risk.

As of June 30, 2026 the Company has a portion of its cash balance classified as “Restricted Cash” in the balance sheets to reflect amounts pledged as collateral for the Company’s credit card facility. As of June 30, 2026 and 2025, restricted cash totaled $100,000.

Accounts Receivable and Allowance for Credit Losses

Accounts receivable are recorded at the invoiced amount, do not bear interest, and are stated net of an allowance for credit losses. The Company estimates expected credit losses on its trade receivables in accordance with ASC 326,Financial Instruments — Credit Losses, based on historical loss experience, the aging and composition of the receivable balance, and current conditions. Receivables are written off when management determines the balance is uncollectible; subsequent recoveries are credited to the allowance in the period received.

The Company has elected the practical expedient under ASU 2025-05 to assume that current conditions as of the balance sheet date remain unchanged over the remaining life of its current accounts receivable.

Activity in the allowance for credit losses was as follows:

Prepaid Expenses

The Company considers all items incurred for future services to be prepaid expenses. At June 30, 2026 and 2025, the Company had prepaid expenses as follows:

Property and Equipment

Property and equipment are recorded at cost. The straight-line method is used for computing depreciation and amortization. Assets are depreciated over their estimated useful lives. The cost of leasehold improvements is depreciated (amortized) over the lesser of the length of the related leases or the estimated useful lives of the assets. Costs of maintenance and repairs are charged to expense when incurred.

Capitalized Software Costs

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 isthree years.

Impairment of Long-Lived Assets

The Company’s long-lived assets are reviewed for impairment in accordance with the guidance of the FASB ASC Topic 360-10,Property, Plant, and Equipment and ASC Topic 350-40,Internal-Use Software – Subsequent Measurement (Impairment). Long lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used are measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by that asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Related Party Transactions

Parties are considered to be related if one party has the ability, directly or indirectly, to control the other party or exercise significant influence over the other party in making financial and operating decisions. Parties are also considered to be related if they are subject to common control or significant common influence, related parties may be individuals or corporate entities. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties. Related party transactions that are in the normal course of business and have commercial substance are measured at the exchange amount, which is determined on a cost recovery basis.

Revenue Recognition

The Company recognizes 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 customer contracts is based on a fixed monthly fee.

The Company derives revenue from a hosted platform of tightly integrated technology and services. Customers provide a variety of services to their employees, paying customers, or students using the platform. Each contract represents a single performance obligation, satisfied over time as the customer simultaneously receives and consumes the benefits provided by the Company’s performance as the Company performs, consistent with ASC 606-10-25-27(a). Revenue is recognized over time using a time-elapsed (straight-line) output method, which faithfully depicts the transfer of the on-demand platform access to the customer given the consistent nature of the service provided throughout the contract term. Services are provided ratably over contract terms; accordingly, revenue is recognized ratably over the service period (generally one month).

The transaction price for each contract is the fixed monthly fee stated in the arrangement. As each contract represents a single performance obligation, no allocation of the transaction price among multiple performance obligations is necessary. The Company has no performance obligations satisfied at a point in time; all revenue is recognized over time as described above. The Company’s contracts do not provide for returns, refunds, or similar obligations.

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.

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.

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.

During the years ended June 30, 2026 and 2025, we recognized revenue from contracts with customers of $364,777 and $110,459, respectively.

If a customer pays consideration before the Company transfers services to the customer, those amounts are classified as deferred revenue. As of June 30, 2026 and 2025, the balance of deferred revenue was $36,825 and $36,745, respectively, all of which is expected to be realized in the next 12 months. The deferred revenue balance at June 30, 2025 was recognized in revenue during the fiscal year ended June 30, 2026.

The following table shows revenue from contracts with customers by customer type for the years ended June 30, 2026 and 2025, respectively.

Technology and Content Development

Technology and content development expenditures consist primarily of personnel and personnel-related expense and contracted services associated with the maintenance of our platform as well as hosting and licensing costs and are charged to expense as incurred. It also includes amortization of capitalized software costs and research and development costs related to improving our platform and creating content that are charged to expense as incurred.

Advertising and Promotion Costs

All advertising and promotion costs are charged to operating expenses as incurred. Advertising and promotion costs, included in sales and marketing expenses amounted to $142,700 and $174,227 for the fiscal years ended June 30, 2026 and 2025, respectively.

401(k) Plan Contributions

The Company maintains a defined contribution 401(k) plan covering substantially all eligible employees. The Company matches employee contributions at 50% of eligible employee contributions, up to a maximum of 3% of eligible compensation. The Company recognized expense related to matching contributions of $30,562 and $34,532 for the years ended June 30, 2026 and 2025, respectively.

Stock-Based Compensation

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.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss for the year by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing net loss by the weighted-average number of common shares outstanding, adjusted for the effect of potentially dilutive securities, including outstanding stock options, stock warrants, restricted stock units, and deferred stock units. The dilutive effect of stock options, stock warrants, restricted stock units, and deferred stock units is determined using the treasury stock method.

For the years ended June 30, 2026 and 2025, all potentially dilutive securities have been excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive as a result of the Company’s net losses in those periods. As a result, basic and diluted net loss per share are the same for all periods presented.

The following table summarizes the potentially dilutive securities that were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive:

Income Taxes

A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the year. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting.

Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statement of operations in the period that includes the enactment date.

Reclassifications

Certain prior period amounts have been reclassified to conform with the current period presentation.

Risks and Uncertainties

The Company operates in an industry subject to rapid change. The Company’s operations are subject to significant risk and uncertainties including financial, operational, technological, and other risks associated with an early-stage company, including the potential risk of business failure.

Significant Concentrations and Risks

Assets that potentially subject the Company to significant concentration of credit risk primarily consist of cash, cash equivalents, and restricted cash. As of June 30, 2026 and 2025, all of the Company’s cash, cash equivalents, and restricted cash were deposited in financial institutions located in the United States, which management believes are of high credit quality.

During the fiscal years ended June 30, 2026 and 2025, one customer accounted for 12% and 41% of the Company’s revenues, respectively. At June 30, 2026 and 2025, one customer accounted for 36% and 0% of the Company’s net accounts receivable, respectively.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09,Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires disaggregated information about an entity’s effective tax rate reconciliation and additional information about income taxes paid. In November 2023, the FASB issued ASU 2023-07,Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires enhanced disclosures about significant segment expenses and other segment items. The Company adopted these standards for the fiscal year ended June 30, 2026. The adoption of these standards affected the Company’s disclosures only and did not have a material impact on its financial position, results of operations, or cash flows.

Accounting Pronouncements Not Yet Adopted

In September 2025, the FASB issued ASU 2025-06,Intangibles — Goodwill and Other — Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software, which modernizes the guidance in ASC 350-40 to better reflect current software development practices. The amendments remove all references to the prescriptive software development project stages and instead require an entity to begin capitalizing software costs when management has authorized and committed to funding the software project and it is probable that the project will be completed and the software will be used to perform its intended function. The standard is effective for the Company for the fiscal year beginning July 1, 2028, including interim periods within that fiscal year, with early adoption permitted, and may be applied prospectively, retrospectively, or using a modified transition approach. Because the Company capitalizes costs incurred in the development of its internal-use SaaS software under ASC 350-40, the Company is evaluating the effect that adoption of ASU 2025-06 will have on its capitalization policies, financial statements, and related disclosures.

The Company has evaluated other recently issued accounting pronouncements and has determined that none of the other new or recently issued standards issued by the FASB are expected to have a material impact on its financial statements or related disclosures.

Note 3 - Property and Equipment and Capitalized Software

Property and equipment are summarized as follows:

Depreciation expense for the years ended June 30, 2026 and 2025 was $25,538 and $25,348 and is included in the line items “General and administrative expenses” in the accompanying statements of operations.

Capitalized software is summarized as follows:

Amortization expense for the years ended June 30, 2026 and 2025 was $251,868 and $408,455, respectively, and included in the line item “Technology and content development” in the accompanying statements of operations.

During the fiscal year ended June 30, 2025, the Company recognized a $90,869 impairment loss related tocapitalized 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.

The carrying amount of the software prior to impairment was $162,000. The recoverability test was performed using the asset group’s estimated undiscounted future cash flows. Because the carrying amount exceeded the recoverable amount, the asset was written down to its fair value of approximately $72,000 determined using a discounted cash flow approach (Level 3 input under the fair value hierarchy).

Future Estimated Amortization:

Note 4 - Common Stock

The Company’s preferred stock has a $.0001 par value;5,000,000 shares have been authorized; andno shares have been issued or are outstanding.

The Company’s common stock has a $.0001 par value;100,000,000 shares have been authorized; and 6,549,851 and 4,572,713 shares are outstanding at June 30, 2026 and 2025, respectively.

On August 1, 2024, the Company issued 250,000 shares of common stock to a consultant under an agreement for activities related to potential future financing. The $655,000 market value of those shares is reflected in the Company’s common stock and additional paid in capital accounts was capitalized as deferred issuance costs in current assets until the financing was completed January 8, 2025. At which time, these costs were recognized as an expense against the proceeds of the public offering pursuant to ASC 340-10-S99-1.

On January 8, 2025, we closed on a public offering of our common stock (CMPO). The Company sold 1,201,667 shares at a purchase price of $3.00 per share for total gross proceeds of approximately $3.6 million. After deducting the underwriting discounts, commissions, and other offering costs, the Company received net proceeds of approximately $3.1 million. Direct offering costs deducted from equity totaled $1,164,050.

On March 7, 2025, the Board of Directors authorized the issuance of 247,932 common stock shares for the 2023 common stock grant to the non-employee directors totaling $100,000 per director. Accordingly, the $600,000 in accrued compensation on the balance sheet at June 30, 2024 was recognized in equity during the quarter ended March 31, 2025. Additionally, the Board of Directors authorized the settlement of deferred stock units to two resigned directors, totaling 96,434 shares of common stock issued. On the same day, the 2022 and 2024 common stock grants to the non-employee directors were issued totaling 234,240 common stock shares.

In April 2026, the Company completed concurrent registered and private placement offerings, issuing an aggregate of 1,114,984 shares of common stock, pre-funded warrants exercisable for 696,866 shares (exercise price $0.001; exercised in full during the fiscal year for aggregate proceeds of $697), Series A-1 warrants exercisable for 1,811,850 shares (exercise price $1.435; five-year term), Series A-2 warrants exercisable for 1,811,850 shares (exercise price $1.435;18-month term), and placement agent warrants exercisable for 97,561 shares (exercise price $1.7938; five-year term). Aggregate gross proceeds were approximately $2.6 million, of which approximately $0.6 million was invested in a concurrent insider-led private placement by two members of the Company’s Board of Directors on the same economic terms as unaffiliated investors in the concurrent private placement (see Note 9, Related Party Transactions). The Series A-1 and Series A-2 warrants became exercisable upon stockholder approval obtained on July 13, 2026 (see Note 10, Subsequent Events); the pre-funded warrants and placement agent warrants have been exercisable since issuance. All outstanding warrants are classified as equity in accordance with ASC 480 and ASC 815-40. The material terms of the warrants are set forth in the warrant agreements filed as Exhibits 4.1 through 4.4 to the Company’s Current Report on Form 8-K filed with the SEC on April 28, 2026, and are incorporated herein by reference pursuant to Rule 12b-23 under the Securities Exchange Act of 1934.

Note 5 - Warrants

The following table summarizes the Company’s warrants outstanding as of June 30, 2026:

Warrant activity for the fiscal years ended June 30, 2026 and 2025 was as follows:

The Series A-1, Series A-2, Pre-Funded, and Placement Agent Warrants were issued in the Company’s April 28, 2026 registered direct offering, concurrent private placement, and insider-led private placement (collectively, the “April 2026 Offerings”). See Note 4 (Common Stock), Note 9 (Related Party Transactions), and Note 10 (Subsequent Events).

The material terms of the Series A-1, Series A-2, and Placement Agent Warrants are set forth in the respective warrant agreements filed as Exhibits 4.2, 4.3, and 4.4 to the Company’s Form 8-K filed April 27, 2026, and are incorporated herein by reference pursuant to Rule 12b-23 under the Securities Exchange Act of 1934. Material features common to the Series A-1, Series A-2, and Placement Agent Warrants include: (i) a cashless exercise option available when no effective registration statement is available for the resale of the underlying shares; (ii) a customary Fundamental Transaction provision under which, upon certain merger, sale, or change-of-control events, holders may receive, at their election, cash equal to the Black-Scholes Value of the unexercised portion of the warrants (in Company-controlled transactions) or the same form and proportion of consideration paid to common stockholders (in non-Company-controlled transactions); and (iii) customary adjustments for stock splits, stock dividends, and similar structural events. The Series A-1 and Series A-2 Warrants issued to non-affiliate holders are subject to a 4.99% (waivable to 9.99% on 61 days’ notice) beneficial ownership limitation; warrants issued to the Participating Directors in the insider-led private placement are not subject to this limitation.

The Series A-1 and Series A-2 Warrants became exercisable upon stockholder approval, which was obtained at the annual meeting held on July 13, 2026 (see Note 10, Subsequent Events). The Placement Agent Warrants have been exercisable since issuance on April 28, 2026. The Pre-Funded Warrants were exercisable at any time from issuance and were exercised in full during the fiscal year ended June 30, 2026 for aggregate proceeds of $697. Following the resale registration statement’s effective date of May 28, 2026, all underlying shares are available for cash exercise.

The Company measured the fair values of the several classes of equity instruments issued with its April 2026 Offerings (Series A-1, Series A-2, Pre-Funded, and Placement Agent Warrants) for purposes of allocating the aggregate proceeds among those instruments. The common stock issued in the Registered Direct Offering and the pre-funded warrants issued in the concurrent institutional private placement were measured based on the Level 1 quoted market price of the Company’s common stock on the Nasdaq Capital Market at the measurement date. The common stock and warrants issued in the insider-led private placement were measured based on the observable transaction prices in the concurrent institutional offerings, which the Company determined to be Level 2 inputs under ASC 820-10-35-37. The Series A-1 and Series A-2 warrants issued in the institutional private placement and the placement agent warrants were measured using a Black-Scholes-Merton option pricing model incorporating Level 3 unobservable inputs, including expected volatility based on historical daily log returns of the Company’s common stock over lookback periods matching the respective warrant terms. All outstanding warrants are classified as equity in accordance with ASC 480 and ASC 815-40 and are not remeasured at fair value after initial recognition.

The CMPO warrants were issued in connection with the January 2025 public offering of our common stock (Note 4), where the Company agreed to issue the underwriters warrants to purchase a number of shares of common stock equal to five percent (5%) of the number of shares sold to the public at an at an exercise price equal to 125.0% of the offering price per share of common stock, or $3.75 per share. The fair value of the warrants issued was approximately $96,000 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 108%; (ii) risk free rate of 3.65%; and (iii) expected life of the warrants of 5 years. The warrants were fully vested on the date of grant and are included in offering costs.

Note 6 - Stock-Based Compensation

The Company’s Equity Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, or restricted stock units to officers, employees, directors, consultants, agents, and independent contractors of the Company. The Company believes that such awards better align the interests of its employees, directors, and consultants with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant; those option awards generally vest over four years from the grant date and generally have ten-year contractual terms. Certain option awards provide for accelerated vesting (as defined in the Plan).

On July 13, 2026 (Note 10) and May 3, 2024, the board of directors of the Company approved amendments to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the number of shares available for issuance under the 2018 Plan by 1,000,000 and 508,488 shares, respectively, and increase the number of shares that may be issued pursuant to the exercise of incentive stock options by 1,000,000 and 508,488 shares, respectively. The amendment to the 2018 Plan was approved by the Company’s stockholders at the Company’s special meeting on June 18, 2024. The amendments to the 2018 Plan are intended to ensure that the Company can continue to provide an incentive to employees, directors and consultants by enabling them to share in the Company’s future growth. All of the additional shares are available for grant as incentive stock options within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”), or as nonqualified stock options, restricted stock awards, stock appreciation rights, or other kinds of equity-based compensation available under the 2018 Plan.

At June 30, 2026 and 2025 the Company had 12,187 and 371,568 shares of common stock available for granting under the 2018 Plan.

The Company estimates the fair value of each option award using the Black-Scholes Model (“BSM”) that uses the weighted average assumptions included in the table below. Expected volatilities used in the BSM assumptions are based on historical volatility of the Company’s stock prices. The expected term of stock options granted has been estimated using the simplified method because the Company is generally unable to rely on its limited historical exercise data or alternative information as a reasonable basis upon which to estimate the expected term of such options. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The Company has not paid any dividends on common stock since its inception and does not anticipate paying dividends on its common stock in the foreseeable future. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures and instead accounts for forfeitures as they occur.

Options

The following table summarizes the assumptions used for estimating the fair value of the stock options granted for the fiscal year ended:

A summary of option activity for the years ended June 30, 2026 and 2025 is presented below:

The weighted-average grant-date fair value of options granted during the year ended June 30, 2026 and 2025 were $1.04 and $2.57, respectively. The options contained time-based vesting conditions satisfied over one to ten years from the grant date.

For the years ended June 30, 2026 and 2025, the Company recognized $58,628 and $20,303, in expense related to the Plan, respectively.

As of June 30, 2026, there was approximately $498,000 of total unrecognized compensation cost for employees and non-employees related to nonvested options. These costs are expected to be recognized through June 2030.

Board of Directors: Deferred Stock Units and Restricted Stock Units

Effective in fiscal year 2022, the board instituted an annual cash retainer for directors in the amount of $48,000 per director with an additional retainer for the chair of our Compensation Committee and Audit Committee of $7,500 and $10,000, respectively. Directors can choose to receive deferred stock units in lieu of cash payments. For the fiscal year ended June 30, 2026, $209,500 in deferred stock units were awarded and $0 in cash compensation was paid. For the fiscal year ended June 30, 2025, $205,750 in deferred stock units were awarded and $27,750 in cash compensation was paid.

A summary of deferred stock units terminated/settled, as well as those that vested, during the fiscal years ended June 30, 2026 and 2025 is presented below:

Note: the weighted average remaining contractual term is not applicable since these do not vest until the director leaves service.

Effective in fiscal year 2022, the board instituted annual restricted stock units (RSU) for directors in the amount of $100,000 per director. These restricted stock units vest on their one year anniversary if the director served the entire year. During the fiscal year ended June 30, 2025, the Company issued the vested RSUs from 2022 and 2024. The calendar year 2023 RSUs were not formally granted so common stock was issued under similar terms to the directors in fiscal year ended June 30, 2025.

A summary of restricted stock units terminated, as well as those that vested, during the fiscal years ended June 30, 2026 and 2025 is presented below:

On March 7, 2025, the Board of Directors authorized the issuance of common stock shares for the 2023 common stock grant to the non-employee directors in lieu of the RSUs (see above and Note 4). Additionally, the Board of Directors authorized the settlement of deferred stock units to two resigned directors (see Note 4).

The Company recognized $609,497 and $505,750 (net of $200,000 in forfeitures related to two resigned directors) as stock-based compensation expense for board members for the fiscal year ended June 30, 2026 and 2025, respectively.

Note 7 - Income Taxes

The Company accounts for income taxes under ASC 740-10, which provides for an asset and liability approach of accounting for income taxes. Under this approach, deferred tax assets and liabilities are recognized based on anticipated future tax consequences, using currently enacted tax laws, attributed to temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts calculated for income tax purposes. The provision (benefit) for income taxes for the fiscal years ended June 30, 2026 and 2025 assumes a 21% effective tax rate for federal income taxes and a 6% effective tax rate for state income tax purposes.

For the year ended June 30, 2026 and prior periods since inception, the Company’s activities have not generated taxable income. A valuation allowance has been recorded on tax loss carryforwards and other deferred tax assets. Accordingly, the Company hasnot recognized any current or deferred income tax expense or benefit for the years ended June 30, 2026 and 2025.

A reconciliation of the provision for income taxes to income taxes computed by applying the statutory United States federal rate to income before taxes is as follows:

Significant components of the Company’s deferred tax assets as of June 30, 2026 and 2025 are summarized below.

At June 30, 2026, the Company had federal net operating loss carryforwards of approximately $31.4 million, of which approximately $17,000 will expire in 2037 and the balance may be carried forward indefinitely, subject to an annual limitation of 80% of taxable income. The Company had state net operating loss carryforwards of approximately $22 million, which begin to expire in 2027.

Due to the Company’s limited operating history and operating losses since inception, a full valuation allowance has been recorded against the Company’s deferred tax assets. The valuation allowance increased by approximately $671,000 and $1,336,000 during the fiscal years ended June 30, 2026 and 2025, respectively. The Company does not have any uncertain tax positions. The net operating loss carryforwards may be subject to an annual limitation as a result of a change of ownership as defined under Internal Revenue Code Section 382.

Note 8 - Segment Information

The Company currently hasone single operating and reporting segment, B2C and B2B AI-driven solutions, as defined by ASC 280, “Segment Reporting”. The Company is a high-tech artificial intelligence (AI) software company offering a cloud-based platform and content creation services for businesses and individuals. The Company’s platform utilizes a common infrastructure to deliver both Amesite Engage for higher education and NurseMagic for healthcare. The Company generates substantially all of its revenue from licensing its solutions. Customers access the Company’s solutions through a hosted environment using an online interface, batch processing, API, and custom integrations.

Revenue is generally recognized based on a monthly subscription fee. The Company manages the business activities on an entity-wide basis. The Company’s chief operating decision maker (the “CODM”) is its Chief Executive Officer.

The accounting policies of the AI-driven solutions segment are the same as those described in the Summary of Significant Accounting Policies in Note 2. The CODM assesses performance for the AI-driven solutions segment and decides how to allocate resources based on net loss that also is reported on the statements of operations as net loss. The measure of segment assets is reported on the balance sheet as total assets. The CODM uses net income (loss) to evaluate income generated from segment assets (return on assets) in deciding whether to reinvest profits into the entity, to pursue acquisitions, or to pay dividends. The monitoring of budgeted versus actual results is also used in assessing performance of the segment. The segment measure of net income (loss) used by the CODM is the same as that presented in the accompanying statement of operations.

Information about reported segment revenue, segment net income (loss), and significant segment expenses is shown as follows:

Note 9 - Related Party Transactions

Pursuant to the January 8, 2025 public offering (Note 4), our CEO and two members of the Board of Directors purchased an aggregate of 419,999 common stock shares at a price of $3.00 per share for total proceeds to the Company of $1,259,997.

During the fiscal years ended June 30, 2026 and 2025 the Board of Directors received stock-based compensation as discussed in Note 6. Additionally, one director received cash payments totaling $0 and $27,750 for the fiscal years ended June 30, 2026 and 2025, respectively.

In April 2026, two members of the Company’s Board of Directors participated in a private placement that closed concurrently with the Company’s registered direct offering and institutional private placement (see Note 4, Common Stock). Dr. Ann Marie Sastry, the Company’s Chairman and Chief Executive Officer, invested $250,000 in exchange for 174,216 shares of common stock, Series A-1 warrants to purchase 174,216 shares of common stock, and Series A-2 warrants to purchase 174,216 shares of common stock. Mr. George Parmer, a member of the Board of Directors, invested $350,000 in exchange for 243,902 shares of common stock, Series A-1 warrants to purchase 243,902 shares of common stock, and Series A-2 warrants to purchase 243,902 shares of common stock. Aggregate consideration was $600,000. Each director invested on the same economic terms as the unaffiliated investors in the concurrent private placement. No amounts were due to or from the directors related to these transactions as of June 30, 2026.

Note 10 - Subsequent Events

The Company has evaluated events and transactions that occurred subsequent to June 30, 2026 through September 23, 2026 for potential recognition or disclosure.

On July 13, 2026, at an annual meeting of stockholders, the Company obtained the stockholder approval necessary for the exercisability of the Series A-1 and Series A-2 warrants issued in April 2026 (see Note 4, Common Stock). As a result, the Series A-1 warrants became exercisable on July 13, 2026 and expire on July 13, 2031, and the Series A-2 warrants became exercisable on July 13, 2026 and expire on January 13, 2028.

Additionally, at the annual meeting on July 13, 2026, shareholders approved to increase the number of common stock shares available for issuance under the 2018 Plan by 1,000,000. On July 30, 2026 the Company filed Form S-8 for the purpose of registering the additional shares.

On July 17, 2026, the Company entered into an At The Market Offering Agreement (the “ATM Agreement”) with H.C. Wainwright & Co., LLC, as agent, under which the Company may offer and sell, from time to time, shares of its common stock having an aggregate offering price of up to the Maximum Amount specified in the ATM Agreement. Sales, if any, will be made pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-282999) and a related prospectus supplement filed with the SEC on July 17, 2026. The Company will pay the agent a commission of 3.0% of the gross proceeds from any sales. The Company is not obligated to sell, and the agent is not obligated to purchase, any shares under the ATM Agreement. The Company intends to use any net proceeds for general corporate and working capital purposes.

No other material subsequent events have been identified that would require adjustments to or disclosures in the financial statements.