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: September 30, 2025

☐ 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) 876-8141

(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, 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	☐
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 4,572,713 shares of the registrant’s common stock issued and outstanding as of October 24, 2025.

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. QUANTITATIVE AND QUALITATIVE DISCLOSURES 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

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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;

	●	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

	●	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, 2025, filed with the Securities and Exchange Commission (“SEC”) on September 29, 2025.

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, 2025

-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

-2-

Amesite Inc.

Condensed Balance Sheets

	September 30, 2025			June 30, 2025
Assets	(Unaudited)			(Audited)
Current Assets
Cash and cash equivalents	$	1,830,053		$	2,333,418
Accounts receivable		10,344			6,341
Prepaid expenses and other current assets		65,329			94,100
Total current assets		1,905,726			2,433,859

Noncurrent Assets
Restricted cash		100,000			100,000
Property and equipment, net of accumulated depreciation of $149,244 and $142,907, respectively		33,099			39,436
Capitalized software, net of accumulated amortization of $3,811,421 and $3,757,318, respectively		557,301			523,804
Total noncurrent assets		690,400			663,240

Total assets	$	2,596,126		$	3,097,099

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	19,362		$	25,413
Accrued compensation		377,056			243,198
Deferred revenue		24,655			36,745
Other accrued liabilities		6,564			53,240
Total current liabilities		427,637			358,596

Stockholders’ Equity
Common stock, $.0001 par value; 100,000,000 shares authorized; 4,572,713 and 4,572,713 shares issued and outstanding at September 30, 2025 and June 30, 2025, respectively.		458			458
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at September 30, 2025 and June 30, 2025		-			-
Additional paid-in capital		44,260,884			44,188,632
Accumulated deficit		(42,092,853	)		(41,450,587	)
Total stockholders’ equity		2,168,489			2,738,503

Total liabilities and stockholders’ equity	$	2,596,126		$	3,097,099

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,
	2025			2024

Net Revenue	$	94,296		$	11,250

Operating Expenses
General and administrative expenses		547,060			633,122
Technology and content development		102,888			139,658
Sales and marketing		106,472			165,814
Total operating expenses		756,420			938,594

Loss from Operations		(662,124	)		(927,344	)

Other Income
Interest income		19,858			19,299
Total other income		19,858			19,299

Net Loss	$	(642,266	)	$	(908,045	)

Earnings (Loss) per Share
Basic and diluted loss per share	$	(0.14	)	$	(0.34	)
Weighted average shares outstanding		4,572,713			2,707,275

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, 2025		4,572,713	$	458	$	44,188,632	$	(41,450,587	)	$	2,738,503
Net loss		-		-		-		(642,266	)		(642,266	)
Stock-based compensation		-		-		72,252		-			72,252
Balance - September 30, 2025		4,572,713	$	458	$	44,260,884	$	(42,092,853	)	$	2,168,489

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance - July 1, 2024		2,542,440	$	255	$	40,348,958	$	(37,833,501	)	$	2,515,712
Net loss		-		-		-		(908,045	)		(908,045	)
Issuance of common stock for consulting services		250,000		25		654,975		-			655,000
Stock-based compensation		-		-		65,440		-			65,440
Balance - September 30, 2024		2,792,440	$	280	$	41,069,373	$	(38,741,546	)	$	2,328,107

See accompanying Notes to Condensed Financial Statements.

-5-

Amesite Inc.

Condensed Statements of Cash Flows (unaudited)

	For the Three Months Ended
	September 30,
	2025			2024
Cash Flows from Operating Activities
Net Loss	$	(642,266	)	$	(908,045	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		60,440			118,275
Stock-based compensation expense		72,252			65,440
Changes in operating assets and liabilities which used cash:
Accounts receivable		(4,003	)		30,060
Prepaid expenses and other current assets		28,771			161,468
Accounts payable		(6,051	)		7,109
Accrued compensation		133,858			32,800
Deferred revenue		(12,090	)		24,375
Other accrued liabilities		(46,676	)		(19,745	)
Net cash and cash equivalents used in operating activities		(415,765	)		(488,263	)

Cash Flows from Investing Activities
Investment in capitalized software		(87,600	)		(148,000	)
Net cash and cash equivalents used in investing activities		(87,600	)		(148,000	)

Net decrease in cash, cash equivalents, and restricted cash		(503,365	)		(636,263	)
Cash, cash equivalents, and restricted cash - Beginning of period		2,433,418			2,071,016
Cash, cash equivalents, and restricted cash - End of period	$	1,930,053		$	1,434,753

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES:
Issuance of common stock for public offering consulting expenses	$	-		$	655,000

See accompanying Notes to Condensed Financial Statements.

-6-

Amesite, Inc.

Notes to Condensed Financial Statements (unaudited)

September 30, 2025 and 2024

Note 1 - Nature of Business

Amesite Inc. (the “Company”) was incorporated in November 2017. Amesite is a pioneering technology company specializing in the development and marketing of B2C and B2B AI-driven solutions, including its higher ed platform and healthcare app. 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, 2025 and 2024 and for the three months ended September 30, 2025 and 2024 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 condensed 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, 2025.

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.

-7-

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. 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.

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 total amount of bank deposits (checking and savings accounts) insured by the FDIC at September 30, 2025 and June 30, 2025 was $250,000.

“Restricted Cash” in the balance sheets reflects amounts pledged as collateral for the Company’s credit card facility. As of September 30, 2025 and June 30, 2025, restricted cash totaled $100,000.

Accounts Receivable

Accounts receivable consists of customer collections held by a third party, such as a payment processor. These amounts are collected by the Company within 60 days of the related sales transactions. Accordingly, no allowance for doubtful accounts has been recorded.

Prepaid Expenses

The Company considers all items incurred for future services to be prepaid expenses. At September 30, 2025 and June 30, 2025, the Company’s prepaid expenses consisted of the following.

	September 30,		June 30,
	2025		2025

Insurance	$	23,705	$	64,091
Other general and administrative		41,624		30,009
	$	65,329	$	94,100

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		7 years
Computer equipment and software		5 years

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 three years.

-8-

	September 30,		June 30,
	2025		2025
Beginning capitalized software	$	4,281,122	$	3,993,691
Additions		87,600		378,300
Impairment		-		(90,869	)
Ending capitalized software		4,368,722		4,281,122

Beginning accumulated amortization		3,757,318		3,348,863
Amortization expense		54,103		408,455
Ending accumulated amortization		3,811,421		3,757,318

Capitalized software - net	$	557,301	$	523,804

Amortization expense is included as part of “Technology and content development” in the Statements of Operations. Future estimated amortization is as follows:

12 Months Ended
September 30, 2026	$	245,612
September 30, 2027		224,554
September 30, 2028		87,134
Total	$	557,301

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, 2025.

As of September 30, 2025 and June 30, 2025, the balance of deferred revenue was $24,655 and $36,745, respectively, all of which is expected to be realized within 12 months.

The following table shows revenue from contracts with customers by customer type for the three months ended September 30, 2025 and 2024, respectively.

	For the Three Months Ended
	September 30,
Customer Type	2025				2024
Individuals (B2C)	$	24,052	26	%	$	-	0	%
Business (B2B)		70,244	74	%		11,250	100	%
	$	94,296			$	11,250

-9-

Reclassifications

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

Earnings (Loss) per Share

At September 30, 2025 and June 30, 2025, the Company had 589,038 and 601,538, respectively, potentially dilutive shares of common stock related to common stock options and warrants as determined using the if-converted method. Additionally, there were restricted stock units and deferred stock units outstanding to Board members representing potentially dilutive shares totaling 372,467 and 355,295 at September 30, 2025 and June 30, 2025, respectively. For the three months ended September 30, 2025 and 2024, the dilutive effect of common stock has not been included in the average shares outstanding for the calculation of net loss per share as the effect would be anti-dilutive as a result of our net losses in these periods.

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, 2025 and June 30, 2025, all of the Company’s cash, cash equivalents, and restricted cash were deposited in financial institutions located in the United States, which management believes are of high credit quality.

During the three months ended September 30, 2025, one customer accounted for 12% of the Company’s revenues. During the three months ended September 30, 2024, one customer accounted for 100% of the Company’s revenues.

Recently Issued Accounting Standards

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

-10-

Note 3 - 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.

Options

No options were granted for the three months ended September 30, 2025 or 2024. As of September 30, 2025, there were approximately $291,534 of total unrecognized compensation costs for employees and non-employees related to nonvested options. These costs are expected to be recognized through May 2029.

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		172,477		$	21.08		4.9
Terminated/Expired		(6,125	)		2.32		7.4
Additional vesting		-			-		-
Outstanding and vested at September 30, 2025		166,352		$	22.26		4.4

A summary of options terminated, as well as those that vested, during the three months ended September 30, 2024 is presented below:

Options	Number of Shares		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 2024		235,219	$	22.05		5.5
Terminated/Expired		-		-		-
Additional vesting		3,577		9.50		8.2
Outstanding and vested at September 30, 2024		238,796	$	20.96		5.3

-11-

Warrants

A summary of warrant activity during the three months ended September 30, 2025 and 2024 is presented below:

Warrants	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)
Outstanding at July 1, 2025		429,061		$	11.03		2.7
Expired		(12,500	)		72.00		-
Additional issuances		-			-		-

Outstanding at September 30, 2025		416,561		$	9.20		2.4

Outstanding at July 1, 2024		397,781		$	12.85		3.6
Expired		-			-		-
Additional issuances		-			-		-
Outstanding and vested at September 30, 2024		397,781		$	12.85		3.4

Board of Directors: Deferred Stock Units and Restricted Stock Units

For the three months ended September 30, 2025, $52,375 in deferred stock units were awarded. For the three months ended September 30, 2024, $62,500 in deferred stock units were awarded and $13,875 in cash compensation was paid.

A summary of deferred stock units terminated/settled, as well as those that vested, during the three months ended September 30, 2025 and 2024 is presented below:

			Weighted Average
	Number of		Exercise
	Shares		Price

Outstanding July 1, 2025		190,007	$	2.84
Issued		17,172		3.05
Terminated/Settled		-		-
Outstanding September 30, 2025		207,179	$	2.86

Outstanding July 1, 2024		207,342	$	3.64
Issued		25,510		2.45
Terminated/Settled		-		-
Outstanding September 30, 2024		232,852	$	3.51

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

As of September 30, 2025, the Company has 354,396 shares of common stock available for granting under the Plan.

On September 29, 2021, the Board instituted annual restricted stock units (RSU) for directors in the amount of $100,000 per director. These restricted stock units vest on their one year anniversary if the director served the entire year. During the fiscal year ended June 30, 2025, the Company issued the vested RSUs from 2022 and 2024. The calendar year 2023 RSUs were not formally granted so common stock was issued under similar terms to the directors in fiscal year ended June 30, 2025.

-12-

A summary of restricted stock units terminated, as well as those that vested, during the three months ended September 30, 2025 and 2024 is presented below:

			Weighted Average		Weighted
	Number of		Exercise		Average
	Shares		Price		Term (Yrs)

Outstanding, July 1, 2025		165,288	$	2.42		0.68
Issued		-		-		0.00
Settled		-		-		0.00
Outstanding, September 30, 2025		165,288	$	2.42		0.43

Outstanding, July 1, 2024		307,500	$	3.90		0.00
Issued		-		-		0.00
Settled		-		-		0.00
Outstanding, September 30, 2024		307,500	$	3.90		0.00

Note 4 - Income Taxes

For the three months ended September 30, 2025 and prior periods since inception, the Company’s activities have not generated taxable income or tax liabilities. The provision (benefit) for income taxes for the three months ended September 30, 2025 and 2024 assumes a 21% effective tax rate for federal income taxes and a 6% effective tax rate for state income tax purposes.

The Company has approximately $27.7 million of net operating loss carryforwards for federal and state, available to reduce future income taxes at September 30, 2025. Approximately $17,000 of the federal net operating losses will expire in 2037 and the balance can be utilized indefinitely. 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. Accordingly, the Company has not recognized an income tax benefit on the Condensed Statements of Operations for the three months ended September 30, 2025 and 2024.

Note 5 – 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,
	2025			2024

Net revenue	$	94,296		$	11,250
Less:
Advertising and marketing expenses		46,466			73,314
Capitalized software, net of amortization		(33,497	)		(36,061	)
Professional fees		82,160			126,972
Personnel-related expenses		410,900			465,718
Director restricted stock unit expense		100,000			150,000
Stock-based compensation expense		72,252			65,440
Technology and development expense		16,123			17,638
Depreciation		6,337			6,337
Other segment items (1)		55,679			69,235
Interest income		(19,858	)		(19,299	)
Segment net loss	$	(642,266	)	$	(908,045	)
Total net loss	$	(642,266	)	$	(908,045	)

(1)

Other segment items included in segment net income are primarily business insurance and franchise taxes as well as general office expenses.

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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, 2025 included in our Annual Report on Form 10-K filed with the SEC on September 29, 2025. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors” in Part II, Item 1A.

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, 2025 and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed financial statements contained in this Quarterly Report on Form 10-Q, which we have prepared in accordance with United States generally accepted accounting principles, or GAAP, and the requirements of the SEC. You should read the discussion and analysis together with such financial statements and the related notes thereto.

We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $642,266 for the three months ended September 30, 2025, and we incurred a net loss of $42.1 million for the period from November 14, 2017 (date of incorporation) to September 30, 2025.

The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. Based on their current forecast, management believes that it will have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these condensed financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable. The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these condensed financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.

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.

Financial Position, Liquidity, and Capital Resources

During the period from November 14, 2017 (date of incorporation) to September 30, 2020, we raised net proceeds of approximately $11,760,000 from private placement financing transactions (stock and debt). On September 25, 2020, we completed the Offering of 250,000 shares of our common stock, $0.0001 par value per share, at an offering price of $60.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs).

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On August 2, 2021, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million shares of common stock. Our net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. On August 2, 2021, we sold 63,260 shares of our common stock to Lincoln Park in an initial purchase under the Purchase Agreement for a total purchase price of $1,500,000. We also issued 12,727 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement.

On February 16, 2022, we closed on a public offering of common stock and received approximately $2.51 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.

On September 1, 2022, we closed on a public offering of common stock and concurrent private placement of warrants and received approximately $1.85 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.

On January 8, 2025, we closed on a public offering of common stock and received approximately $3.08 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.

As of September 30, 2025, our cash, cash equivalent, and restricted cash balance totaled $1,930,053.

Going Concern

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

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Cash, Cash Equivalents, including US Treasury Market Fund

As of September 30, 2025 and June 30, 2025 our cash, cash equivalents, and restricted cash totaled $1,930,053 and $2,433,418, respectively with the majority invested in a short-term US Treasury Fund totaling approximately $1,647,000 at September 30, 2025. The Fund is invested in US Treasuries with a 7-day liquidity. The decision to allocate funds to the short-term US Treasury Fund is based on our investment strategy, which prioritizes liquidity and stability while receiving current rate returns. The returns from the fund for the three months ended September 30, 2025 were 4.2% and in line with our expectations and the broader market trends for similar investment vehicles. We continuously monitor our investment portfolio, considering market conditions and our liquidity needs, ensuring alignment with our broader financial strategy and risk tolerance.

Internally Developed Capitalized Software

We capitalize certain costs related to the development of software for our customers, 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.

The Company capitalized software of $87,600 and $148,000 and recognized amortization expense of $54,103 and $111,939 for the three months ended September 30, 2025 and 2024, respectively.

Revenue Recognition

Please reference the discussion under the “Results of Operations - Revenue Recognition” for more information.

Stock-Based Compensation

We issue four types of stock-based awards under our stock plans: stock options, restricted stock units, deferred stock units, and stock warrants. All stock-based awards granted to employees, directors and independent contractors are measured at fair value at each grant date. We rely on the Black-Scholes option pricing model for estimating the fair value of stock-based awards granted, and expected volatility is based on the historical volatility of the Company’s stock prices. Stock options generally vest over two years from the grant date and generally have ten-year contractual terms. Restricted stock units generally have a term of 12 months from the closing date of the agreement. Stock warrants issued have a term of five years. Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Note 3 in the Notes to Condensed Financial Statements.

Results of Operations

Revenue Recognition

We generate substantially all our revenue from contractual arrangements with our clients to provide a comprehensive platform of tightly integrated technology and technology-enabled services related to product offerings. Our performance obligation is satisfied as the customers receive and consume benefits and distribute them as appropriate for all of these contracts. Our services are provided ratably over contract terms; accordingly, the revenues collected are recognized ratably over the service period (generally one month).

We have recorded accounts receivable of $10,344 and $6,341 as of September 30, 2025 and June 30, 2025, respectively. We have set up deferred revenue liabilities at the end of each period to reflect performance obligations to be performed in future periods for our services delivered over time. Future obligations related to deferred revenue totaled $24,655 and $36,745 as of September 30, 2025 and June 30, 2025 respectively.

Revenue

We generated revenues totaling $94,296 for the three months ended September 30, 2025 as compared to $11,250 for the three months ended September 30, 2024.

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We have strongly pivoted to growing our customer base while reducing risk and losses, resulting in a larger client base, a short-term reduction in overall revenue and a dramatic reduction in cash burn. Larger, cash-upfront deals were struggling to produce sustainable revenue, as administrative barriers within nonprofits, high price points set by customers, and inability or unwillingness of customers to partner with schools, businesses and other entities to purchase products hampered growth.

We continue to believe that AI-powered programs, priced affordably, will supplant other academic products in the mid to long term, but have defocused on securing academic customers, and are now offering solutions for the healthcare industry. We have focused all new development work on delivering AI tools to markets hungry for increased capability that immediately impacts both their performance and their bottom line. The NurseMagic^TM app is the first of these and has already gained traction with larger entities.

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 expenses also include professional fees and other corporate expenses.

General and administrative expenses for the three months ended September 30, 2025 were $547,060 as compared to $633,122 for the three months ended September 30, 2024. The decrease between the three-month periods is due to lower payroll costs and lower professional fees. These reductions were made possible by completion of certain features and platform capabilities that require less staffing to maintain than to build.

Technology and Content Development

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

Technology and content development expenses for the three months ended September 30, 2025 were $102,888 as compared to $139,658 for the three months ended September 30, 2024. The decreases between the three-month periods in technology reflect the reductions in headcount and associated administrative costs, since these costs scale with staff.

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 September 30, 2025 were $106,472 as compared to $165,814 for the three months ended September 30, 2024. The decrease between the three-month periods in sales and marketing are principally related to moving certain marketing functions from outside providers to inside staff.

Interest Income

For the three months ended September 30, 2025, interest income totaled $19,858 as compared to interest income of $19,299 for the three months ended September 30, 2024.

Net Loss

Our net loss for the three months ended September 30, 2025 was $642,266 as compared to a net loss for the three months ended September 30, 2024 of $908,045.

Capital Expenditures

During the three months ended September 30, 2025 and 2024, we had capital asset additions of $87,600 and $148,000, respectively, in capitalized technology and content development. We will continue to capitalize significant software development costs, comprised primarily of internal payroll, payroll related and contractor costs, as we build out and complete our technology platform.

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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, 2025, 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, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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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

Certificate of Amendment to Certificate of Incorporation of Amesite Inc. dated February 16, 2023

8-K

001-39553

3.1

2/21/2023

3.3

Bylaws of the Registrant, as amended

10-Q

001-39553

3.4

May 15,
2025

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 Principal Financial and Accounting 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 Principal Financial and Accounting 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

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: October 24, 2025	By:	/s/ Ann Marie Sastry
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer
		(Principal Executive Officer)

Date: October 24, 2025	By:	/s/ Sarah Berman
		Sarah Berman
		Principal Financial and Accounting Officer
		(Principal Financial Officer)
		(Principal Accounting Officer)

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SEC Form 10-Q filed by Amesite Inc.