UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2021

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 001-39553

AMESITE INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		82-3431718
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

607 Shelby Street Suite 700 PMB 214 Detroit, MI		48226
Address of Principal Executive Offices		Zip Code

(734) 876-8130

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
Common Stock, par value $0.0001		AMST		The Nasdaq Stock Market LLC

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. Yes ☒ No ☐

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). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
Non-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 25,739,679 shares of the registrant’s common stock issued and outstanding as of February 17, 2022.

TABLE OF CONTENTS

		Page

PART I - FINANCIAL INFORMATION		1

ITEM 1. FINANCIAL STATEMENTS		1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		14
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCUSSION ABOUT MARKET RISK		18
ITEM 4. CONTROLS AND PROCEDURES		18

PART II – OTHER INFORMATION		19

ITEM 1. LEGAL PROCEEDINGS		19
ITEM 1A. RISK FACTORS		19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES		19
ITEM 4. MINE SAFETY DISCLOSURES		19
ITEM 5. OTHER INFORMATION		19
ITEM 6. EXHIBITS		20

SIGNATURES		21

-i-

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. These statements may be identified by such forward-looking terminology as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “continue” or the negative of these terms or other comparable terminology. Our forward-looking statements are based on a series of expectations, assumptions, estimates and projections about our company, are not guarantees of future results or performance and involve substantial risks and uncertainty. We may not actually achieve the plans, intentions or expectations disclosed in these forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in these forward-looking statements. Our business and our forward-looking statements involve substantial known and unknown risks and uncertainties, including the risks and uncertainties inherent in our statements regarding:

●

our artificial intelligence (AI)-driven learning platform’s ability to enable businesses, universities and K-12 schools to offer timely, improved popular courses and certification programs, without becoming software tech companies;

●

our planned online machine learning platform’s ability to result in opportunistic incremental revenue for colleges and universities, and improved ability to garner state funds due to increased retention and graduation rates through use of machine learning and natural language processing;

●

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 learning platform;

●

our ability to attract and retain qualified key management and technical personnel;

●

our expectations regarding the time during which we will be an emerging growth company under the Jumpstart Our Business Startups Act, or JOBS Act;

●

our financial performance;

●

the impact of government regulation and developments relating to our competitors or our industry; and

All of our forward-looking statements are as of the date of this Quarterly Report on Form 10-Q only. In each case, actual results may differ materially from such forward-looking information. We can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this Quarterly Report on Form 10-Q or included in our other public disclosures or our other periodic reports or other documents or filings filed with or furnished to the U.S. Securities and Exchange Commission (the “SEC”) could materially and adversely affect our business, prospects, financial condition and results of operations. Except as required by law, we do not undertake or plan to update or revise any such forward-looking statements to reflect actual results, changes in plans, assumptions, estimates or projections or other circumstances affecting such forward-looking statements occurring after the date of this Quarterly Report on Form 10-Q, even if such results, changes or circumstances make it clear that any forward-looking information will not be realized. Any public statements or disclosures by us following this Quarterly Report on Form 10-Q that modify or impact any of the forward-looking statements contained in this Quarterly Report on Form 10-Q will be deemed to modify or supersede such statements in this Quarterly Report on Form 10-Q.

This Quarterly Report on Form 10-Q may include market data and certain industry data and forecasts, which we may obtain from internal company surveys, market research, consultant surveys, publicly available information, reports of governmental agencies and industry publications, articles and surveys. Industry surveys, publications, consultant surveys and forecasts generally state that the information contained therein has been obtained from sources believed to be reliable, but the accuracy and completeness of such information is not guaranteed. While we believe that such studies and publications are reliable, we have not independently verified market and industry data from third-party sources.

-ii-

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Amesite Inc.

Condensed Financial Statements

December 31, 2021

-1-

Amesite, Inc.

Contents

Condensed Financial Statements		Page
Condensed Balance Sheets (unaudited)		3

Condensed Statements of Operations (unaudited)		4

Condensed Statements of Stockholders’ Equity (unaudited)		5

Condensed Statements of Cash Flows (unaudited)		6

Notes to Condensed Financial Statements		7-13

-2-

Amesite, Inc.

Condensed Balance Sheets (unaudited)

	December 31, 2021			June 30, 2021
Assets
Current Assets
Cash and cash equivalents	$	7,750,743		$	10,713,091
Accounts receivable		16,595			51,120
Prepaid expenses and other current assets		777,551			299,389
Total current assets		8,544,889			11,063,600

Noncurrent assets
Property and Equipment - net		91,671			100,590
Capitalized software - net		1,347,093			1,312,643
Total noncurrent assets		1,438,764			1,413,233
Total assets	$	9,983,653		$	12,476,833
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	236,322		$	139,754
Accrued and other current liabilities:
Accrued compensation		70,510			199,908
Deferred revenue		392,568			333,200
Other accrued liabilities		55,250			68,881
Total current liabilities		754,650			741,743

Stockholders’ Equity
Common stock, $.0001 par value; 100,000,000 shares authorized; 21,989,679 and 21,063,954 shares issued and outstanding and December 31, 2021 and June 30, 2021, respectively		2,158			2,066
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2021 or June 30, 2021		-			-
Additional paid-in capital		34,144,334			31,950,117
Accumulated deficit		(24,917,489	)		(20,217,093	)
Total stockholders’ equity		9,229,003			11,735,090
Total liabilities and stockholders’ equity	$	9,983,653		$	12,476,833

See accompanying Notes to Condensed Financial Statements.

-3-

Amesite, Inc.

Condensed Statements of Operations (unaudited)

	Three Months Ended December 31,						Six Months Ended December 31,
	2021			2020			2021			2020
Net Revenue	$	189,174		$	106,812		$	329,865		$	216,921
Operating Expenses
General and administrative expenses		1,451,978			1,611,223			2,687,748			2,474,131
Technology and content development		681,018			511,014			1,477,126			978,777
Sales and marketing		384,028			272,756			871,260			524,640
Total operating expenses		2,517,024			2,394,993			5,036,134			3,977,548
Other Income (Expense)
Interest Income		7,273			607			7,535			620
Interest Expense		(1,662	)		-			(1,662	)		(3,613,831	)
Total other income (expense)		5,611			607			5,873			(3,613,211	)
Net Loss	$	(2,322,329	)	$	(2,287,574	)	$	(4,700,396	)	$	(7,373,838	)
Earnings per Share
Basic loss per share	$	(0.11	)	$	(0.11	)	$	(0.22	)	$	(0.40	)
Weighted average shares outstanding		21,984,947			20,425,165			21,743,986			18,464,576

See accompanying Notes to Condensed Financial Statements.

-4-

Amesite, Inc.

Condensed Statements of Stockholders’ Equity (unaudited)

	Common Stock				Additional Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - July 1, 2020		16,231,820	$	1,583	$	11,629,114	$	(8,630,801	)	$	2,999,896
Net loss		-		-		-		(5,086,264	)		(5,086,264	)
Issuance of common stock - net		3,000,000		300		12,795,930		-			12,796,230
Stock-based compensation expense		-		-		212,413		-			212,413
Conversion of notes payable		1,127,872		113		5,639,248		-			5,639,361
Balance - September 30, 2020		20,359,692		1,996	$	30,276,705	$	(13,717,065	)	$	16,561,636
Net loss		-		-		-		(2,287,574	)		(2,287,574	)
Issuance of common stock - net		176,092		18		789,582		-			789,600
Stock-based compensation expense		-		-		217,075		-			217,075
Balance - December 31, 2020		20,535,784	$	2,014	$	31,283,362	$	(16,004,639	)	$	15,280,737

Balance - July 1, 2021		21,063,954	$	2,066	$	31,950,117	$	(20,217,093	)	$	11,735,090
Net loss		-		-		-		(2,378,157	)		(2,378,157	)
Issuance of common stock – net of offering costs of $140,000		911,824		91		1,359,909		-			1,360,000
Stock-based compensation expense		-		-		389,085		-			389,085
Balance - September 30, 2021		21,975,778		2,157		33,699,111		(22,595,250	)		11,106,018
Net loss		-		-		-		(2,322,239	)		(2,322,239	)
Issuance of common stock for consulting services		13,901		1		22,697		-			22,698
Stock-based compensation expense		-		-		422,526		-			422,526
Balance - December 31, 2021		21,989,679	$	2,158	$	34,144,334	$	(24,917,489	)	$	9,229,003

See accompanying Notes to Condensed Financial Statements.

-5-

Amesite, Inc.

Condensed Statements of Cash Flows (unaudited)

	Six Months Ended December 31,
	2021			2020
Cash Flows from Operating Activities
Net loss	$	(4,700,396	)	$	(7,373,838	)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization		441,849			339,953
Stock compensation expense		811,611			429,488
Amortization of debt costs		-			182,900
Interest expense on notes payable converted to common stock		-			3,430,931
Value of common stock issued in exchange for consulting services		22,698			789,600
Changes in operating assets and liabilities which (used) provided cash:
Accounts receivable		34,525			55,680
Prepaid expenses and other assets		(478,162	)		(894,959	)
Accounts payable		138,615			(38,759	)
Accrued compensation		(129,398	)		-
Deferred revenue		59,368			359,529
Accrued and other liabilities		(13,631	)		(29,282	)
Net cash and cash equivalents used in operating activities		(3,812,921	)		(2,748,757	)

Cash Flows from Investing Activities
Purchase of property and equipment		(8,803	)		(46,749	)
Investment in capitalized software		(500,624	)		(406,776	)
Net cash and cash equivalents used in investing activities		(509,427	)		(453,525	)

Cash Flows from Financing Activities – Issuance of common stock – net of issuance costs		1,360,000			12,796,230
Net (Decrease) Increase in Cash and Cash Equivalents		(2,962,348	)		9,593,948
Cash and Cash Equivalents - Beginning of period		10,713,091			4,093,874
Cash and Cash Equivalents - End of period	$	7,750,743		$	13,687,822
Significant Noncash Transactions:
Acquisition of capitalized software included in accounts payable and accrued liabilities	$	53,340		$	56,285
Conversion of convertible notes payable, including accrued interest of $73,315, into 1,127,872 of common stock	$	-		$	2,255,745
Issuance of common stock in exchange for consulting services	$	22,698		$	789,600

See accompanying Notes to Condensed Financial Statements.

-6-

Amesite, Inc.

Notes to Condensed Financial Statements

December 31, 2021 and 2020

Note 1 - Nature of Business and Liquidity

Amesite Inc. (the “Company”) was incorporated in November 2017. The Company is an artificial intelligence driven platform and course designer, that provides customized, high performance and scalable online products for schools and businesses. The Company uses machine learning to provide a novel, mass customized experience to learners. The Company’s customers are businesses, universities and colleges, and K-12 schools. The Company’s activities are subject to significant risks and uncertainties. The Company’s operations are considered to be in one segment.

On September 18, 2020, we consummated a reorganizational merger (the “Reorganization”), pursuant to an Agreement and Plan of Merger (the “Merger Agreement”), dated July 14, 2020, whereby we merged with and into Amesite Inc. (“Amesite Parent”) our former parent corporation, with our Company resulting as the surviving entity. In connection with the same, we filed a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware, and changed our name from “Amesite Operating Company” to “Amesite Inc.” The stockholders of Amesite Parent approved the Merger Agreement on August 4, 2020. The directors and officers of Amesite Parent became our directors and officers.

Pursuant to the Merger Agreement, on the Effective Date, each share of the Amesite parent’s common stock, $0.0001 par value per share, issued and outstanding immediately before the Effective Date, was converted, on a one-for-one basis, into shares of our common stock.

Additionally, each option or warrant to acquire shares of Amesite Parent outstanding immediately before the Effective Date was converted into and became an equivalent option to acquire shares of our common stock, upon the same terms and conditions.

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.

Prior to February 16, 2022, the Company had concluded that it did not have sufficient cash on hand or liquidity available to fund future operations for at least twelve months from expected date of issuance of these financial statements. The Company had concluded that this was a condition that raised substantial doubt about the Company’s ability to continue as a going concern, and that management’s plans did not alleviate substantial doubt about the Company’s ability to continue as a going concern.

On February 16, 2022, the Company closed on an offering of common stock and received approximately $2.49 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs (Note 7). These cash proceeds, when considered with the Company’s currently available cash balance, will provide sufficient capital to meet the obligations of the Company as they become due through February of 2023. As such, management of the Company has concluded that the conditions that raised substantial doubt were resolved.

-7-

Note 2 - Significant Accounting Policies

Basis of Presentation

The condensed 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.

In the opinion of management, the condensed financial statements of the Company as of December 31, 2021 and 2020 and for the three and six months ended December 31, 2021 and 2020 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 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 financial statements should be read together with the condensed financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended June 30, 2021.

Capitalized Software Costs

The Company capitalizes costs incurred in the development of software for internal use, including the costs of the software, materials, consultants, and payroll and payroll related costs for employees incurred in developing internal use computer software. Planning costs incurred prior to the development of software and costs not qualifying for capitalization are charged to expense. The Company amortizes capitalized software over a period of three years, which is the expected useful life of the software. The Company recognized amortization expense of approximately $424,000 and $333,000 for the six months ended December 31, 2021 and 2020, respectively. The Company recognized amortization expense of approximately $216,000 and $175,000 for the three months ended December 31, 2021 and 2020, respectively. Accumulated amortization on December 31, 2021 and 2020 was $1,761,905 and $937,298, respectively.

Revenue Recognition

We generate substantially all of our revenue from contractual arrangements with businesses, colleges and universities, and non-profit organizations to provide a comprehensive platform of integrated technology and technology enabled services related to product offerings.

Performance Obligations and Timing of Recognition

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied.

We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other variable fees for course development and miscellaneous items. Our contracts with partners generally have two year terms and have a single performance obligation. The promises to set up and provide a hosted platform of tightly integrated technology and services partners need to attract, enroll, educate and support students are not distinct within the context of the contracts. This performance obligation is satisfied as the partners receive and consume benefits, which occurs ratably over the contract term.

Occasionally, we will provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract. In our contracts with customers that contain multiple performance obligations as a result of this assessment, we allocate the transaction price to each separate performance obligation on a relative standalone selling price basis. Standalone selling prices of our solutions and services are typically estimated based on observable transactions when the solutions or services are sold on a standalone basis. When standalone selling prices are not observable, we utilize a cost plus margin approach to allocate the transaction price.

-8-

We do not disclose the value of unsatisfied performance obligations because the variable consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance). For the three and six months ended December 31, 2021 and 2020, all of the revenue recognized has been recognized over the related contract periods. Additionally, for the three and six months ended December 31, 2021, five customers comprised approximately 89% of total revenue. During the three and six months ended December 31, 2020, one customer comprised approximately 71% and 84% of total revenue, respectively.

We also receive fees that are fixed in nature, such as annual license and maintenance charges, in place of or in conjunction with variable consideration. The fees are independent of the number of students that are enrolled in courses with our customers and are allocated to and recognized ratably over the service period of the contract that the Company’s platform is made available to the customer (i.e. the customer simultaneously receives and consumes the benefit of the software over the contract service period).

The following factors affect the nature, amount, timing, and uncertainty of our revenue and cash flows:

●

The majority of our customers are private and public learning institutions across various domestic regions

●

The majority of our customers have annual payment terms

Accounts Receivable, Contract Assets and Liabilities

Balance sheet items related to contracts consist of accounts receivable (net) and contract liabilities on our condensed balance sheets. Accounts receivable (net) is stated at net realizable value, and we utilize the allowance method to provide for doubtful accounts based on management’s evaluation of the collectability of the amounts due. Our estimates are reviewed and revised periodically based on historical collection experience and a review of the current status of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of December 31, 2021 or June 30, 2021.

We may recognize revenue prior to billing a customer when we have satisfied or partially satisfied our performance obligations as billings to our customers may not be made until after the service period has commenced. As of December 31, 2021 and June 30, 2021, we do not have any contract assets.

Contract liabilities as of each balance sheet date represent the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed balance sheets as deferred revenue. We generally receive payments prior to completion of the service period and our performance obligations. These payments are recorded as deferred revenue until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized.

Some contracts also involve annual license fees, for which upfront amounts are received from customers. In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities.

-9-

The following table provides information on the changes in the balance of contract liabilities for the six months ended December 31:

	2021			2020

Opening balance	$	333,200		$	380,000
Billings		389,306			575,550
Less revenue recognized from continuing operations (net of cancellations):		(329,938	)		(216,021	)
Closing balance	$	392,568		$	739,529

Revenue recognized during the six months ended December 31, 2021 and 2020 that was included in the deferred revenue balance that existed in the opening balance of each year was approximately $163,998 and $112,292, respectively.

The deferred revenue balance as of December 31, 2021 is expected to be recognized over the next 12 months.

Net Loss per Share

Basic net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss for the period by the weighted-average number of common shares outstanding during the period, increased by potentially dilutive common shares ("dilutive securities") that were outstanding during the period. Dilutive securities include stock options and warrants granted, convertible debt, and convertible preferred stock. There were no potentially dilutive securities for the three and six months ended December 31, 2021 and December 31, 2020.

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.

On March 11, 2020, the World Health Organization declared the outbreak of a respiratory disease caused by a novel coronavirus as a “pandemic.” First identified in late 2019 and known now as COVID-19, the outbreak has impacted thousands of individuals worldwide. In response, many countries, including the United States, have implemented measures to combat the outbreak which have impacted global business operations. While management believes the Company’s operations have not been significantly impacted, the Company continues to monitor the situation. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

Note 3 - 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 two years from the grant date and generally have ten year contractual terms. Certain option awards provide for accelerated vesting (as defined in the Plan).

The Company has reserved 4,600,000 shares of common stock to be available for granting under the Plan.

The Company estimates the fair value of each option award using a Black Scholes Model (“BSM”) that uses the weighted average assumptions included in the table below. Expected volatilities are based on historical volatility of comparable companies. The Company uses historical data to estimate option exercise within the valuation model or estimates the expected option exercise when historical data is unavailable. 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.

-10-

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

	December 31, 2021			December 31, 2020

Expected term (years)		6.00			6.00
Risk-free interest rate		0.12	%		0.14% - 0.15	%
Expected volatility		46.30	%		45% - 46.3	%
Dividend yield		0	%		0	%

A summary of option activity for the six months ended December 31, 2021 is presented below:

Options	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)

Outstanding at July 1, 2021		3,222,125		$	1.96		8.34
Granted		16,000			2.35		9.84
Cancelled		(139,125	)		3.09		9.16
Outstanding and expected to vest at December 31, 2021		3,099,000			1.91		7.79

The weighted-average grant-date fair value of options granted during the six months ended December 31, 2021 was $0.98. The options contained time-based vesting conditions satisfied over four years from the grant date.

For the three months ended December 31, 2021 and 2020, the Company recognized $422,526 and $217,075, in expense related to the Plan, respectively. For the six months ended December 31, 2021 and 2020, the Company recognized $811,611 and $429,488 in expense related to the Plan, respectively.

As of December 31, 2021, there was approximately $1,016,481 of total unrecognized compensation cost for employees and non-employees related to nonvested options. That cost is expected to be recognized through July 2025.

On September 28, 2021, the Board approved certain stock awards to its board members in the form of stock options and restricted stock. The stock option awards are expected to vest ratably over twelve-month period from beginning September 28, 2021 through September 28, 2022. The restricted stock awards are expected to vest over a twelve-month period beginning July 1, 2021 through June 30, 2022. The total approved compensation was $172,702 in stock options and $600,000 in restricted stock. The number of options was determined based on the fair value of the Company’s share price as of the date of grant. The Company determined that there will be 337,078 of restricted shares issued upon vesting, based on the fair value of the Company’s share price on the grant date.

-11-

Accordingly, $43,176 and $44,135 related to the stock option grants made to the board members, was recognized as stock-based compensation expense for the three and six months ended December 31, 2021. The Company also recognized $150,000 and $300,000 as stock-based compensation expense related to the restricted stock unit grants made to the board members for the three and six months ended December 31, 2021, respectively. The cost related to the grants made to board members is expected to be recognized through September of 2022.

As of December 31, 2021, there is $128,567 and $300,000 in unrecognized compensation expense related to stock options and the unvested portion of the restricted stock units.

Note 4 - Income Taxes

For the three and six months ended December 31, 2021 and prior periods since inception, the Company's activities have not generated taxable income or tax liabilities. Accordingly, the Company has not recognized an income tax benefit on the Condensed Statements of Operations for the three and six months ended December 31, 2021 and 2020.

The Company has approximately $19,166,000 of net operating loss carryforwards available to reduce future income taxes, of which approximately $17,000 of net operating loss carryforwards expire in 2037. Due to uncertainty as to the realization of the net operating loss carryforwards and other deferred tax assets as a result of 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.

Note 5 - Common Stock

On September 25, 2020, the Company completed an initial public offering (“Offering”) of 3,000,000 shares of its common stock, $0.0001 par value per share, at an offering price of $5.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs). In connection with the Offering, the Company agreed to issue five (5) year warrants to the underwriter to purchase five percent (5%) of the number of common shares sold in the Offering for an exercise price equal to $6.00. Total warrants of 150,000 were issued to the underwriter on September 29, 2020.

The Company measures the warrants using the Black Scholes Model (“BSM”) to estimate their fair value. The fair value of the warrants issued in connection with the Offering was approximately $249,000 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 45.00%; (ii) risk free interest rate of .14%; 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 in the Statement of Stockholders’ Equity.

In connection with the Offering, the Company converted its outstanding convertible notes payable into 1,127,872 shares of its common stock.

During fiscal year 2021, warrant holders exercised 834,544 warrants on a cashless basis and received 488,728 shares of common stock.

On August 2, 2021, the Company entered into a purchase agreement (the “Purchase Agreement”), with Lincoln Park Capital Fund, LLC (“Lincoln Park” or “LP”), under which, subject to specified terms and conditions, the Company may sell to Lincoln Park up to $16.5 million worth of common stock, par value $0.0001 per share, from time to time during the term of the Purchase Agreement, which ends August 2, 2023.

In connection with the Purchase Agreement, the Company entered into an introducing broker agreement with Laidlaw & Company (UK) Ltd. (“Laidlaw”), pursuant to which the Company agreed to pay a cash fee to Laidlaw (the “Introductory Fee”) equal to (i) 8% of the amount of the Initial Purchase (ii) 8% of the amount of a one-time share request up to $1,000,000 (“Tranche Purchase”), if any, and (iii) 4% of up to the next $13,500,000 (or up to $14,500,000 if the Tranche Purchase is not exercised).

-12-

Upon entering into the Purchase Agreement, the Company sold 759,109 shares of common stock to Lincoln Park as an initial purchase for a total purchase price of $1,500,000 (the “Initial Purchase”). The Company received net proceeds from the Initial Purchase of $1,360,000 after the payment of the Introductory Fee and offering costs. As consideration for Lincoln Park’s commitment to purchase up to $16.5 million of shares of common stock under the Purchase Agreement, the Company issued 152,715 shares of common stock to Lincoln Park. If Lincoln Park is requested to purchase additional shares during the term of the agreement, the requested shares, (“Regular Purchase”), are limited based on the current share price of the Company’s stock. If the average price is below $3.00 per share, the Company is limited to issuing 50,000 shares per request; if the share price is between $3.00 and $4.00 per share, the limit is 75,000 shares per request, if the share price is between $4.00 and $5.00, the limit is 100,000 shares per request, and if the share price is above $5.00, the limit is 150,000 shares per request. Requests for purchases are permitted daily as long as the Company’s stock price is above $.50 per share. The price for such regular purchases will be the lower of: (i) the lowest closing price of the Company’s common stock on the purchase date for such Regular Purchase and (ii) the arithmetic average of the three (3) lowest closing prices of the Company’s common stock during the ten (10) consecutive business days immediately preceding. Additionally, the Company may instruct Lincoln Park to purchase additional shares of common stock that exceed the Regular Purchase limits (“Accelerated Purchase”). If the Company requests Lincoln Park to make an Accelerated Purchase, the price per share is discounted from average historical closing prices.

The Company evaluated the contract that includes the right to require Lincoln Park to purchase additional shares of common stock in the future (“put right”) considering the guidance in ASC 815-40, "Derivatives and Hedging — Contracts on an Entity's Own Equity" ("ASC 815-40") and concluded that it is an equity-linked contract that does not qualify for equity classification, and therefore requires fair value accounting. The Company has analyzed the terms of the put right and has concluded that it has no value as of December 31, 2021.

During the three months ended December 31, 2021, the Company issued 13,901 shares of fully vested common stock with an aggregate value of $22,698 to vendors in exchange for consulting services.

Note 6 - Convertible Notes Payable

In April and May 2020, the Company issued unsecured, convertible notes payable (the “Notes”) to certain accredited investors, with an aggregate principal amount of $2,182,500, in an offering intended to be exempt from registration under the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof and Regulation D thereunder.

The Notes were unsecured, bore interest at 8% per annum, and matured one year from their dates of issuance. The Notes were subject to automatic conversion into the Company’s common stock upon a qualified equity financing or change of control, based on a specified formula for the conversion price; using the lesser of $2.00 or 75% of the price paid per share in either of the conversion events.

The Company incurred issuance costs of $261,900. The issuance costs were amortized over six months, which was the estimated length of time that the Company believed the Notes would be outstanding until a conversion event occurred.

In connection with the Offering (Note 5), the Notes (totaling $2,255,815, including accrued interest) were converted into 1,127,872 shares of common stock at $2.00 per share. As the Offering price was $5.00 per share, the Company recognized an expense totaling $3,383,546 which represents the discount provided to the Note holders. This expense is recorded within interest expense in the condensed statement of operations. Additionally, upon completion of the Offering, the remaining unamortized debt issuance costs of $182,900 were fully amortized and included within interest expense.

Note 7 - Subsequent Events

On February 11, 2022, the Company entered into an underwriting agreement with Laidlaw, as representative of the several underwriters, to issue and sell up to 3,437,500 shares of the Company’s common stock, at a public offering price of $0.80 per share. On February 14, 2022, the Company entered into an amended and restated underwriting agreement in order to increase the number of shares sold in the offering to 3,750,000. On February 16, 2022, the Company closed the offering, and sold 3,750,000 shares of common stock to Laidlaw for total gross proceeds of $3,000,000. After deducting the underwriting commission and expenses, the Company received net proceeds of approximately $2,490,000.

-13-

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 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, 2021 included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission, or SEC, on September 10, 2021. 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 Note Regarding Forward-Looking Statements and Industry Data” and in the section entitled “Risk Factors” in Part II, Item 1A.

Overview

We were incorporated in the State of Delaware on November 14, 2017. Amesite is an artificial intelligence driven platform and course designer that rapidly provides customized, high performance and scalable online learning community environment^TM systems for businesses and nonprofits, including museums and universities. We use machine learning to provide a novel, mass customized experience to learners. We enable organizations to deliver learning experiences for students or employees, and launch programs using their own materials, materials created by Amesite, or materials licensed from third parties. We provide whole-enterprise solutions and also provide solutions alongside other eLearning platforms currently in place with our customers. We are passionate about improving the learner experience and learner outcomes in online learning products, and improving our customers’ ability to create and deliver both. We are focused on creating the best possible technology solutions and have been awarded an innovation award for our product. We are committed to our team, and have been recognized with ten workplace excellence awards, including four national awards. We aim to partner with the best firms in the industry, and deliver our platform on Azure as a Microsoft Partner and Education Specialist.

Our activities are subject to significant risks and uncertainties, including failure to secure additional funding to execute the current business plan.

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 December 31, 2021 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. 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 $2,322,329 for the three months ended December 31, 2021, and we incurred a net loss of $24,917,489 for the period from November 14, 2017 (date of incorporation) to December 31, 2021.

Prior to February 16, 2022, management concluded that we did not have sufficient cash on hand or liquidity available to fund future operations for at least twelve months from expected date of issuance of these financial statements. Management concluded that this was a condition that raised substantial doubt about our ability to continue as a going concern, and that management’s plans did not alleviate substantial doubt about our ability to continue as a going concern.

On February 16, 2022, we closed on an offering of common stock and received approximately $2.49 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs (Note 7 to the Condensed Financial Statements). These cash proceeds, when considered with our currently available cash balance, will provide sufficient capital to meet our obligations as they become due through February of 2023. As such, we have concluded that the conditions that raised substantial doubt were resolved.

-14-

Basis of Presentation

The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the Securities and Exchange Commission (“SEC”).

Critical Accounting Policies and Significant Judgments and Estimates

This management’s discussion and analysis of financial condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with U.S. GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 in the “Notes to Condensed Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our financial statements.

Internally-Developed Capitalized Software

We capitalize certain costs related to internal-use software, primarily consisting of direct labor and third-party vendor costs associated with creating the software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs related to the design and implementation of the selected software components, software build and configuration infrastructure, and software interfaces. Capitalization of costs requires judgment in determining when a project has reached the application development stage, the proportion of time spent in the application development stage, and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three years.

Revenue Recognition

We generate substantially all of our revenue from contractual arrangements with businesses, colleges and universities and K-12 schools to provide a comprehensive platform of tightly integrated technology and technology enabled services related to product offerings.

Performance Obligations and Timing of Recognition

-15-

The following factors affect the nature, amount, timing, and uncertainty of our revenue and cash flows:

●

The majority of our customers are private and public learning institutions across various domestic regions

●

The majority of our customers have annual payment terms

Accounts Receivable, Contract Assets and Liabilities

Results of Operations

Revenue

We generated revenues of $189,174 for the three months ended December 31, 2021 as compared to $106,812 for the three months ended December 31, 2020. We generated revenues of $329,865 for the six months ended December 31, 2021 as compared to $216,921 for the six months ended December 31, 2020. Revenue growth compared to prior year for the three and six months ended December 31, 2021 was primarily driven by growth in the sale of annual license fees and associated implementation and customization services.

-16-

Operating Expenses

General and Administrative

General and administrative expenses consist primarily of personnel and personnel-related expenses, including executive management, legal, finance, human resources and other departments that do not provide direct operational services. General and administrative expense also includes professional fees and other corporate expense.

General and administrative expenses for the three months ended December 31, 2021 were $1,451,978 as compared to $1,611,223 for the three months ended December 31, 2020. General and administrative expenses for the six months ended December 31, 2021 were $2,687,748 as compared to $2,474,131 for the six months ended December 31, 2020. The decrease between the three month periods is primarily due to large professional fees incurred in the prior year’s quarter, partially offset by stock awards to its board members as well as an overall increase in payroll in fiscal year 2022. The increase between the six month periods are due primarily to the additional stock awards to its board members in fiscal year 2022.

Technology and Content Development

Technology and content development expenses consist primarily of personnel and personnel-related expense and contracted services associated with the ongoing improvement and maintenance of our platform as well as hosting and licensing costs. Technology and content expense also include the amortization of capitalized software costs.

Technology and content development expenses for the three months ended December 31, 2021 were $681,018 as compared to $511,014 for the three months ended December 31, 2020. Technology and content development expenses for the six months ended December 31, 2021 were $1,477,126 as compared to $978,777 for the six months ended December 31, 2020. The increase between the three and six month periods is primarily due to increase in payments to contract services that support the development of our technology platforms and overall increase in payroll in fiscal year 2022.

Sales and Marketing

Sales and marketing expense consist primarily of activities to attract customers to our offerings. This includes personnel and personnel-related expenses, various search engine and social media costs as well as the cost of advertising.

Sales and marketing expenses for the three months ended December 31, 2021 were $384,027 as compared to $272,756 for the three months ended December 31, 2020. Sales and marketing expenses for the six months ended December 31, 2021 were $871,259 as compared to $524,640 for the six months ended December 31, 2020. The increases are due primarily to increased personnel and personnel-related costs and advertising.

Interest Income

For the three months ended December 31, 2021, interest income totaled $7,273 as compared to interest income of $607 for the three months ended December 31, 2020. For the six months ended December 31, 2021, interest income totaled $7,535 as compared to interest income of $620 for the six months ended December 31, 2020.

Net Loss

Our net loss for the three months ended December 31, 2021 was $2,322,539 as compared to a net loss for the three months ended December 31, 2020 of $2,287,574. Our net loss for the six months ended December 31, 2021 was $4,700,396 as compared to a net loss for the six months ended December 31, 2020 of $7,373,838. The loss was substantially lower during the six months ended December 31, 2021 compared to 2020 as a result of interest expense incurred in connection with our Offering in the prior fiscal year. Our net loss from operations increased as a result of changes noted above.

-17-

Financial Position, Liquidity, and Capital Resources

Overview

We are not currently profitable, and we cannot provide any assurance that we will ever be profitable, as indicated by our losses noted above.

During the period from November 14, 2017 (date of incorporation) to September 30, 2020, we raised net proceeds of approximately $11,760,000 from private placement financing transactions (stock and debt). On September 25, 2020, we completed the Offering of 3,000,000 shares of its common stock, $0.0001 par value per share, at an offering price of $5.00 per share (total net proceeds of approximately $12,800,000 after underwriting discounts, commissions, and other offering costs).

On August 2, 2021, we entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million of shares of common stock. Our net proceeds under the Lincoln Park Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. On August 2, 2021, we sold 759,109 shares of our common stock to Lincoln Park in an initial purchase under the Lincoln Park Purchase Agreement for a total purchase price of $1,500,000. We also issued 152,715 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Lincoln Park Purchase Agreement.

As of December 31, 2021, our cash balance totaled $7,750,743.

On February 16, 2022, we closed on an offering of common stock and received approximately $2.49 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs (Note 7 to the Condensed Financial Statements). These cash proceeds, when considered with our currently available cash balance, will provide sufficient capital to satisfy our anticipated operating and investing needs for at least the next 12 months.

Off-Balance Sheet Arrangements

We did not have during the periods presented, nor do we currently have, any off-balance sheet arrangements as defined under applicable SEC rules.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 3. Qualitative And Quantitative Discussion About Market Risk.

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

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 and our Chief Financial 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

During the period covered by this Quarterly Report on Form 10-Q, there were no changes in our internal control over financial reporting (as defined in Rule 13(a)-15(f) or 15(d)-15(f)) that occurred during the period covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

-18-

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, other than as described below:

There has historically been substantial doubt about our ability to continue as a going concern.

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles, or GAAP, applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. We are in the early stages of developing our customer base and have not completed our efforts to establish a stabilized source of revenue sufficient to cover our costs over an extended period of time. For the years ended June 30, 2021 and 2020, we had net losses of $11,586,292 and $4,170,303, respectively. For the three and six months ended December 31, 2021, we had net losses of $2,322,329 and $4,700,396, respectively. Our ability to continue as a going concern is dependent on our ability to raise additional capital and implement our business plan. On February 16, 2022, we completed a public offering of our common stock which resulted in net proceeds to the Company of $2.49 million. In addition, on August 2, 2021, we entered into a purchase agreement (the “Lincoln Park Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million of shares of common stock. We plan to raise capital by selling additional shares to Lincoln Park, however, the net proceeds under the Lincoln Park Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. Although we believe the proceeds from our February 2022 public offering and any sales to Lincoln Park, will enable us to fund our operations for at least the next twelve months, there is no assurance we will be able to generate sufficient cash from operations or obtain the expected proceeds from any sales to Lincoln Park. Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources.

Item 2. Unregistered Sales Of Equity Securities And Use Of Proceeds.

(a)

Sales of Unregistered Securities

During the quarter ended December 31, 2021, we issued an aggregate of 13,901 share of common stock to consultants for services rendered.

The foregoing issuance was exempt from registration under Section 4(a)(2) of the Securities Act.

(b) Repurchase of Equity Securities

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

-19-

Item 6. Exhibits

Exhibit

Incorporated by Reference

Filed

Number

Exhibit Description

Form

File No.

Exhibit

Filing Date

Herewith

3.1

Certificate of Incorporation of the Registrant

10-Q

001-39553

3.1

November 16, 2020

3.2

Bylaws of the Registrant

10-Q

001-39553

3.2

November 16, 2020

31.1*

Certification of Chief Executive Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer filed pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) of the Securities and Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1*

Certification by Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2*

Certification by Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS

Inline XBRL Instance Document

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

This certification is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or 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.

-20-

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: February 18, 2022	By:	/s/ Ann Marie Sastry, Ph.D.
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer
		(Principal Executive Officer)

Date: February 18, 2022	By:	/s/ Mark Corrao
		Mark Corrao
		Chief Financial Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

-21-