UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended:
or
For the transition period from ___________ to ___________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ |
| ☒ | Smaller reporting company | ||
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
There were
TABLE OF CONTENTS
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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains “forward-looking statements,” which include information relating to future events, future financial performance, financial projections, strategies, expectations, competitive environment and regulation. Words such as “may,” “should,” “could,” “would,” “predicts,” “potential,” “continue,” “expects,” “anticipates,” “future,” “intends,” “plans,” “believes,” “estimates,” and similar expressions, as well as statements in future tense, identify forward-looking statements. Forward-looking statements should not be read as a guarantee of future performance or results and may not be accurate indications of when such performance or results will be achieved. Forward-looking statements are based on information we have when those statements are made or management’s good faith belief as of that time with respect to future events, and are subject to a number of risks, and uncertainties and assumptions that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. These risks are more fully described in the “Risk Factors” section of this Annual Report on Form 10-K.
Amesite, Inc.’s suite of assets is collectively referred to as our “Site.” Our Site includes all of our products and services and all of the technology and business services that create them, in part or whole: a blend of software, hardware, content, and technology that includes everything from behind-the-scenes processes to the user interface, our website, data handling, communication, and advanced analytics. The NurseMagic™ website available at https://www.nursemagic.ai, and/or our mobile app available at https://app.nursemagic.ai, NurseMagic™ is a product owned and operated by Amesite, Inc. (“Amesite,” “we,” “our,” or “us”).
The following is a summary of risks related to our Site:
| ● | our planned expansions and improvements to our Site, and our ability to deliver solutions that demonstrably offer meaningful return on investment (ROI) to our customers; | |
| ● | our ability to deliver our Site to our customers at a price point that enables us to generate sufficient revenue to become profitable; | |
| ● | our ability to continue as a going concern; | |
| ● | our ability to obtain additional funds for our operations; | |
| ● | our ability to obtain and maintain intellectual property protection for our technologies and our ability to operate our business without infringing the intellectual property rights of others; | |
| ● | our reliance on third parties to conduct our business and studies; | |
| ● | our reliance on third party designers, suppliers, and partners to provide and maintain our Site; |
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| ● | our ability to attract and retain qualified key management and technical personnel; | |
| ● | our financial performance; | |
| ● | our ability to maintain compliance with the requirements for continued listing on The Nasdaq Capital Market; | |
| ● | the impact of government regulation and developments relating to our competitors or our industry; and | |
| ● | other risks and uncertainties, including those listed under the caption “Risk Factors.” |
These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Item 1A. Risk Factors” and elsewhere in our Annual Report on Form 10-K for the year ended June 30, 2026, filed with the Securities and Exchange Commission (“SEC”) on September 23, 2026.
Any forward-looking statements in this Quarterly Report on Form 10-Q reflect our current view with respect to future events and are subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Quarterly Report on Form 10-Q, and the documents that we reference herein and have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
This Quarterly Report on Form 10-Q also contains, or may contain, estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.
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PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
Amesite Inc.
Condensed Financial Statements
September 30, 2026
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Amesite Inc.
| Contents |
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Amesite Inc.
| Condensed Balance Sheets |
| September 30, 2026 |
June 30, 2026 |
|||||||
| Assets | (Unaudited) | (Audited) | ||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Accounts receivable, net of allowance for credit losses of $ | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total current assets | ||||||||
| Noncurrent Assets | ||||||||
| Restricted cash | ||||||||
| Property and equipment, net of accumulated depreciation of $ | ||||||||
| Capitalized software, net of accumulated amortization of $ | ||||||||
| Total noncurrent assets | ||||||||
| Total assets | $ | $ | ||||||
| Liabilities and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued compensation | ||||||||
| Deferred revenue | ||||||||
| Other accrued liabilities | ||||||||
| Total current liabilities | ||||||||
| Stockholders’ Equity | ||||||||
| Common stock, $ | ||||||||
| Preferred stock, $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | $ | $ | ||||||
See accompanying Notes to Condensed Financial Statements.
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Amesite Inc.
| Condensed Statements of Operations (unaudited) |
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net Revenue | $ | $ | ||||||
| Operating Expenses | ||||||||
| General and administrative expenses | ||||||||
| Technology and content development | ||||||||
| Sales and marketing | ||||||||
| Total operating expenses | ||||||||
| Loss from Operations | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest income | ||||||||
| Total other income | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Earnings (Loss) per Share | ||||||||
| Basic and diluted loss per share | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding | ||||||||
See accompanying Notes to Condensed Financial Statements.
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Amesite Inc.
| Condensed Statements of Stockholders’ Equity (unaudited) |
| Additional | ||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance - July 1, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance - September 30, 2026 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Additional | ||||||||||||||||||||
| Common Stock | Paid-In | Accumulated | ||||||||||||||||||
| Shares | Amount | Capital | Deficit | Total | ||||||||||||||||
| Balance - July 1, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
| Net loss | - | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | - | |||||||||||||||||||
| Balance - September 30, 2025 | $ | $ | $ | ( | ) | $ | ||||||||||||||
See accompanying Notes to Condensed Financial Statements.
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Amesite Inc.
| Condensed Statements of Cash Flows (unaudited) |
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Stock-based compensation expense | ||||||||
| Provision for credit losses | ||||||||
| Changes in operating assets and liabilities which used cash: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Prepaid expenses | ||||||||
| Accounts payable | ( | ) | ||||||
| Accrued compensation | ||||||||
| Deferred revenue | ( | ) | ( | ) | ||||
| Other accrued liabilities | ( | ) | ( | ) | ||||
| Net cash and cash equivalents used in operating activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Investment in capitalized software | ( | ) | ( | ) | ||||
| Net cash and cash equivalents used in investing activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Deferred financing costs | ( | ) | ||||||
| Net cash and cash equivalents used in financing activities | ( | ) | ||||||
| Net increase (decrease) in cash, cash equivalents, and restricted cash | ( | ) | ( | ) | ||||
| Cash, cash equivalents, and restricted cash - Beginning of period | ||||||||
| Cash, cash equivalents, and restricted cash - End of period | $ | $ | ||||||
| RECONCILIATION OF CASH, CASH EQUIVALENTS, AND RESTRICTED CASH TO THE BALANCE SHEETS: | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Restricted cash, non-current | $ | $ | ||||||
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | $ | ||||||
See accompanying Notes to Condensed Financial Statements.
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Amesite Inc.
| Notes to Condensed Financial Statements (unaudited) |
September 30, 2026 and 2025
Note 1 - Nature of Business
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.
Note 2 - Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete annual financial statements.
In the opinion of management, the condensed financial statements of the Company as of September 30, 2026 and for the three months ended September 30, 2026 and 2025 include all adjustments and accruals, consisting only of normal, recurring accrual adjustments, which are necessary for a fair presentation of the results for the interim periods. These interim results are not necessarily indicative of results for a full year.
Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been condensed in or omitted from this report pursuant to the rules and regulations of the SEC. These condensed financial statements should be read together with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
There have been no material changes to the Company’s significant accounting policies as described in Note 2, “Significant Accounting Policies,” to the financial statements included in that Form 10-K. The Company has applied those accounting policies consistently to all periods presented herein.
Going Concern
The accompanying condensed 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.
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 condensed financial statements.
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The Company has considered both quantitative and qualitative factors that are known or reasonably known as of the date 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. 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. In addition, stockholders’ equity of $
Use of Estimates
The preparation of condensed 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 condensed financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
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 Company maintains its cash balances at financial institutions, which at times may exceed federally insured limits. At September 30, 2026 and June 30, 2026, approximately $
“Restricted Cash” in the balance sheets reflects amounts pledged as collateral for the Company’s credit card facility. As of September 30, 2026 and June 30, 2026, restricted cash totaled $
Accounts Receivable
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.
Activity in the allowance for credit losses was as follows:
| For the three months ended September 30, | ||||||||
| 2026 | 2025 | |||||||
| Balance, beginning of year | $ | $ | ||||||
| Provision for expected credit losses | ||||||||
| Write-offs | ||||||||
| Recoveries | ||||||||
| Balance, end of period | $ | $ | ||||||
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Prepaid Expenses
The Company considers all items incurred for future services to be prepaid expenses.
| September 30, | June 30, | |||||||
| 2026 | 2026 | |||||||
| Insurance | $ | $ | ||||||
| Deferred offering costs (Note 3) | ||||||||
| Other general and administrative | ||||||||
| $ | $ | |||||||
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.
| Depreciable Life - Years | ||
| Furniture and fixtures | ||
| Computer equipment and software |
Capitalized Software Costs
The Company capitalizes costs incurred in the development of software for its customers, including the costs of the software, materials, consultants, and payroll and payroll related costs for employees incurred in developing computer 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). 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
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| September 30, | June 30, | |||||||
| 2026 | 2026 | |||||||
| Beginning capitalized software | $ | $ | ||||||
| Additions | ||||||||
| Ending capitalized software | ||||||||
| Beginning accumulated amortization | ||||||||
| Amortization expense | ||||||||
| Ending accumulated amortization | ||||||||
| Capitalized software - net | $ | $ | ||||||
Amortization expense is included as part of “Technology and content development” in the Statements of Operations.
| 12 Months Ended | ||||
| September 30, 2027 | $ | |||
| September 30, 2028 | ||||
| September 30, 2029 | ||||
| Total | $ | |||
Revenue Recognition
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (Topic 606). There have been no material changes to the Company’s revenue recognition policies from those disclosed in Note 2, Significant Accounting Policies, to the financial statements included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2026.
As of September 30, 2026 and June 30, 2026, the balance of deferred revenue was $
The following table shows revenue from contracts with customers by customer type for the three months ended September 30, 2026 and 2025, respectively.
| For the Three Months Ended | ||||||||||||||||
| September 30, | ||||||||||||||||
| Customer Type | 2026 | 2025 | ||||||||||||||
| Individuals (B2C) | $ | % | $ | % | ||||||||||||
| Business (B2B) | % | % | ||||||||||||||
| $ | $ | |||||||||||||||
Reclassifications
Certain prior period amounts have been reclassified to conform with the current period presentation.
Earnings (Loss) per Share
For the three months ended September 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.
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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:
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Stock options | ||||||||
| Stock warrants | ||||||||
| Restricted stock units | ||||||||
| Deferred stock units | ||||||||
| Total potential dilutive securities | ||||||||
Subsequent Events
The Company evaluated subsequent events through the date this Form 10-Q was filed and has determined that no events have occurred that would require recognition or disclosure in the condensed financial statements.
Risks and Uncertainties
The Company operates in an industry subject to rapid change. The Company’s operations will be 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 September 30, 2026 and June 30, 2026, 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 three months ended September 30, 2026 and 2025, one customer accounted for
Recently Issued Accounting Standards
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 removes the references to software development project stages and requires capitalization to begin when management has authorized and committed to funding the project and it is probable that the project will be completed and the software will perform its intended function. The standard is effective for the Company for the fiscal year beginning July 1, 2028, including interim periods, with early adoption permitted. The Company is evaluating the effect of ASU 2025-06 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.
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Note 3 – Common Stock
The Company’s preferred stock has a $
The Company’s common stock has a $
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
Note 4 – Warrants
The following table summarizes the Company’s warrants outstanding as of September 30, 2026 and June 30, 2026:
| Warrant Class | Underlying Shares | Exercise Price | Expiration | |||||||
| Series A-1 Warrants | $ | |||||||||
| Series A-2 Warrants | $ | |||||||||
| Placement Agent (PA) Warrants | $ | |||||||||
| CMPO Warrants | $ | |||||||||
| Prior existing warrants | ||||||||||
| Total outstanding | ||||||||||
There was warrant activity during the fiscal quarter ended September 30, 2026. During the three months ended September 30, 2025,
Note 5 – Stock-Based Compensation
The Company’s Equity Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, restricted stock units, and deferred stock units to officers, employees, directors, consultants, agents, and independent contractors of the Company. The Company believes that such awards align the interests of its employees, directors, and consultants with those of its stockholders. At the annual meeting of stockholders on July 13, 2026, shareholders approved to increase the number of common stock shares available for issuance under the Plan by
Options
options were granted for the three months ended September 30, 2026 or 2025. As of September 30, 2026, there were approximately $
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A summary of options terminated, as well as those that vested, during the three months ended September 30, 2026 is presented below:
| Options | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||
| Outstanding at July 1, 2026 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/cancelled | ( | ) | ||||||||||
| Expired | - | |||||||||||
| Outstanding at September 30, 2026 | $ | |||||||||||
| Exercisable at September 30, 2026 | $ | |||||||||||
A summary of options terminated, as well as those that vested, during the three months ended September 30, 2025 is presented below:
| Options | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||
| Outstanding at July 1, 2025 | $ | |||||||||||
| Granted | - | |||||||||||
| Exercised | - | |||||||||||
| Forfeited/cancelled | ( | ) | ||||||||||
| Expired | - | |||||||||||
| Outstanding at September 30, 2025 | $ | |||||||||||
| Exercisable at September 30, 2025 | $ | |||||||||||
A summary of exercisable options terminated, as well as those that vested, during the three months ended September 30, 2026 is presented below:
| Options | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||
| Outstanding at July 1, 2026 | $ | |||||||||||
| Terminated | ( | ) | ( | ) | ( | ) | ||||||
| Additional vesting | ||||||||||||
| Outstanding and vested at September 30, 2026 | $ | |||||||||||
A summary of exercisable options terminated, as well as those that vested, during the three months ended September 30, 2025 is presented below:
| Options | Number of Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (in years) | |||||||||
| Outstanding at July 1, 2025 | $ | |||||||||||
| Terminated | ( | ) | ( | ) | ( | ) | ||||||
| Additional vesting | - | |||||||||||
| Outstanding and vested at September 30, 2025 | $ | |||||||||||
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Board of Directors: Deferred Stock Units and Restricted Stock Units
For the three months ended September 30, 2026 and 2025, $
A summary of deferred stock units terminated/settled, as well as those that vested, during the three months ended September 30, 2026 and 2025 is presented below:
| Weighted Average | ||||||||
| Number of | Exercise | |||||||
| Shares | Price | |||||||
| Outstanding July 1, 2026 | $ | |||||||
| Issued | ||||||||
| Terminated/Settled | ||||||||
| Outstanding September 30, 2026 | $ | |||||||
| Outstanding July 1, 2025 | $ | |||||||
| Issued | ||||||||
| Terminated/Settled | ||||||||
| Outstanding September 30, 2025 | $ | |||||||
Note: the weighted average remaining contractual term is not applicable since these do not vest until the director leaves service.
As of September 30, 2026, the Company has
On September 29, 2021, the Board instituted annual restricted stock units (RSU) for directors in the amount of $
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A summary of restricted stock units terminated, as well as those that vested, during the three months ended September 30, 2026 and 2025 is presented below:
| Weighted Average | Weighted | |||||||||||
| Number of | Exercise | Average | ||||||||||
| Shares | Price | Term (Yrs) | ||||||||||
| Outstanding, July 1, 2026 | $ | |||||||||||
| Issued | - | |||||||||||
| Settled | - | |||||||||||
| Outstanding, September 30, 2026 | $ | |||||||||||
| Outstanding, July 1, 2025 | $ | |||||||||||
| Issued | - | |||||||||||
| Settled | - | |||||||||||
| Outstanding, September 30, 2025 | $ | |||||||||||
Note 6 - Income Taxes
The Company accounts for income taxes under ASC 740-10. For the three months ended September 30, 2026 and prior periods since inception, the Company’s activities have not generated taxable income, and the Company has recognized any current or deferred income tax expense or benefit. A full valuation allowance has been recorded against the Company’s deferred tax assets. The Company’s estimated annual effective tax rate is
Note 7 - Segment Information
Information about reported segment revenue, segment net income (loss), and significant segment expenses is shown as follows:
| For the Three Months Ended | ||||||||
| September 30, | ||||||||
| 2026 | 2025 | |||||||
| Net revenue | $ | $ | ||||||
| Less: | ||||||||
| Advertising and marketing expenses | ||||||||
| Depreciation and amortization, net of deferred costs | ( | ) | ||||||
| Other segment items (1) | ||||||||
| Personnel-related expenses | ||||||||
| Professional fees | ||||||||
| Stock-based compensation expense (2) | ||||||||
| Technology and development expense | ||||||||
| Interest income | ( | ) | ( | ) | ||||
| Segment net loss | $ | ( | ) | $ | ( | ) | ||
| Total net loss | $ | ( | ) | $ | ( | ) | ||
| (1) |
| (2) |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
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, 2026 included in our Annual Report on Form 10-K filed with the SEC on September 23, 2026. 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.
Overview
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, 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.
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $774,395 for the three months ended September 30, 2026, and we incurred a net loss of $45.3 million for the period from November 14, 2017 (date of incorporation) to September 30, 2026. Our condensed financial statements have been prepared assuming we will continue as a going concern, and substantial doubt exists about our ability to do so. See “Going Concern” below and Note 2.
Critical Accounting Policies and Significant Judgments and Estimates
There have been no material changes to the critical accounting policies and significant judgments and estimates described in our Annual Report on Form 10-K for the year ended June 30, 2026. During the three months ended September 30, 2026, we capitalized $56,800 of internal-use software costs and recognized $72,861 of amortization; no impairment was recognized.
Results of Operations
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net revenue | $ | 70,223 | $ | 94,296 | $ | (24,073 | ) | (25.5 | )% | |||||||
| General and administrative | 590,671 | 547,060 | 43,611 | 8.0 | % | |||||||||||
| Technology and content development | 188,134 | 102,888 | 85,246 | 82.9 | % | |||||||||||
| Sales and marketing | 81,794 | 106,472 | (24,678 | ) | (23.2 | )% | ||||||||||
| Total operating expenses | 860,599 | 756,420 | 104,179 | 13.8 | % | |||||||||||
| Loss from operations | (790,376 | ) | (662,124 | ) | (128,252 | ) | (19.4 | )% | ||||||||
| Interest income | 15,981 | 19,858 | (3,878 | ) | (19.5 | )% | ||||||||||
| Net loss | $ | (774,395 | ) | $ | (642,266 | ) | $ | (132,129 | ) | (20.6 | )% | |||||
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Revenue
Revenue was $70,223 compared to $94,296 during the three months ended September 30, 2026 and 2025, respectively, a decrease of $24,073 (25.5%). The decrease was primarily due to B2C revenue, which was $7,612 compared to $24,052, a decrease of $16,440 (68.4%), resulting from a reduction in subscription pricing effective February 2026. B2B revenue was $62,611 for the three months ended September 30, 2026 compared to $70,244, a decrease of $7,633 (10.9%).
General and Administrative
Expenses were $590,671 compared to $547,060 during the three months ended September 30, 2026 and 2025, respectively, an increase of $43,611 (8.0%), primarily due to professional fees. Stock-based compensation was $87,582 compared to $72,252.
Technology and Content Development
Expenses were $188,134 compared to $102,888 during the three months ended September 30, 2026 and 2025, respectively, an increase of $85,246 (82.9%). The increase was primarily due to higher fees paid to third-party artificial intelligence (AI) model providers and related hosting costs. Amortization of capitalized software was $72,861 compared to $54,103. Capitalized software additions, which consist of internal engineering payroll, were $56,800 compared to $87,600 during the three months ended September 30, 2026 and 2025, respectively.
Sales and Marketing
Expenses were $81,794 compared to $106,472 during the three months ended September 30, 2026 and 2025, respectively, a decrease of $24,678 (23.2%), primarily due to lower personnel costs following the departure of our Vice President of Sales in May 2026. Advertising expense was $27,991 compared to $46,466 during the three months ended September 30, 2026 and 2025, respectively.
Interest Income
Interest income was $15,981 compared to $19,858 during the three months ended September 30, 2026 and 2025, respectively, due to lower interest rates.
Interest Expense and Impairment Expense
We incurred no interest expense or impairment expense in either period.
Net Loss
The net loss was $774,395, or $0.12 per share, compared to $642,266, or $0.14 per share, during the three months ended September 30, 2026 and 2025, respectively.
Capital Expenditures
Capital asset additions were $56,800 compared to $87,600 during the three months ended September 30, 2026 and 2025, respectively, all of which were capitalized software development costs. There were no significant additions to property and equipment.
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Financial Position, Liquidity, and Capital Resources
Overview
At September 30, 2026, cash and cash equivalents were $1,704,573 and restricted cash was $100,000, compared to $2,298,809 and $100,000 at June 30, 2026. Restricted cash is pledged as collateral for our credit card facility.
| Three Months Ended September 30, | ||||||||||||||||
| 2026 | 2025 | $ Change | % Change | |||||||||||||
| Net cash used in operating activities | $ | (537,436 | ) | $ | (415,765 | ) | $ | (121,671 | ) | (29.3 | )% | |||||
| Net cash used in investing activities | (56,800 | ) | (87,600 | ) | 30,800 | 35.2 | % | |||||||||
| Net cash provided by financing activities | - | - | - | - | ||||||||||||
| Net decrease in cash, cash equivalents, and restricted cash | $ | (594,236 | ) | $ | (503,365 | ) | $ | (90,871 | ) | (18.1 | )% | |||||
Operating cash use increased $121,671 (29.3%) for the three months ended September 30, 2026 compared to the respective prior year quarter, reflecting the $132,129 higher net loss. Investing activities consisted entirely of capitalized software development costs. We had no financing activity in the quarter.
Sources of Liquidity
ATM. On July 17, 2026, we entered into an At The Market Offering Agreement with H.C. Wainwright & Co., LLC under our effective Form S-3 (File No. 333-282999), with a 3.0% commission. We made no sales during the quarter or subsequently. Capacity is limited by the baby-shelf rule (one-third of public float in any twelve-month period) and by market conditions.
Warrants
The Series A-1 and A-2 warrants have been exercisable since July 13, 2026, each for 1,811,850 shares at $1.435 per share. Full cash exercise of both would provide about $5.2 million. No warrants were exercised in the quarter or subsequently. Exercise is at the holders’ discretion and depends on our stock price.
Material Cash Requirements
We have no debt and no lease obligations; we operate remotely. Our cash requirements are primarily payroll, professional fees, capitalized software development, and public company costs. Based on our current forecast, we do not expect our cash and cash equivalents to be sufficient to fund our planned operations for the next twelve months. See “Going Concern” below.
Nasdaq Compliance
On October 28, 2025, Nasdaq notified us that we did not comply with Listing Rule 5550(b)(1), which requires stockholders’ equity of at least $2,500,000, and that we did not meet either alternative standard (market value of listed securities of $35 million or net income from continuing operations of $500,000). Following our April 28, 2026 offerings, Nasdaq notified us on May 4, 2026 that we had regained compliance, and advised that failure to evidence compliance in our next periodic report may subject us to a delisting determination, which we may appeal to a Nasdaq Hearings Panel.
At September 30, 2026, our stockholders’ equity was $1,966,906, below the minimum, and we continue not to meet either alternative standard. As of the date of this report, we have not received a notice from Nasdaq regarding this deficiency. There can be no assurance that we will regain compliance or that our common stock will remain listed on Nasdaq.
Going Concern
The accompanying condensed 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.
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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 condensed financial statements.
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. 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. In addition, stockholders’ equity of $1,966,906 at September 30, 2026 is below Nasdaq’s $2,500,000 continued listing requirement, and a delisting could impair the Company’s ability to raise capital. The condensed 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
The Company is not required to provide the information required by this Item as it is a “smaller reporting company.”
Item 4. Controls and Procedures.
Evaluation of Disclosure Controls and Procedures
As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision, and with the participation of, our management, including our Chief Executive Officer (principal executive officer) and our Principal Financial and Accounting Officer (principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on that evaluation, our management concluded that our disclosure controls and procedures were effective.
Changes in Internal Controls Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during the period ended September 30, 2026, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings.
None.
Item 1A. Risk Factors.
Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None.
Item 3. Defaults Upon Senior Securities.
None.
Item 4. Mine Safety Disclosures.
Not applicable.
Item 5. Other Information.
During the quarter ended September 30, 2026, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)
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Item 6. Exhibits
| * | This certification is deemed furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), and is not otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| AMESITE INC. | ||
| Date: November 13, 2026 | By: | /s/ Ann Marie Sastry |
| Ann Marie Sastry, Ph.D. | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: November 13, 2026 | By: | /s/ Sarah Berman |
| Sarah Berman | ||
| Principal Financial and Accounting Officer | ||
| (Principal Financial Officer) | ||
| (Principal Accounting Officer) |
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