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, 2019

☐ 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 000-54495

AMESITE INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware		82-1433756
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

205 East Washington Street, Ann Arbor, MI Suite B		48104
Address of Principal Executive Offices		Zip Code

(650) 516-7633

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: None.

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 Act). Yes ☐ No ☒

There were 16,231,821 shares of the registrant’s common stock issued and outstanding as of February 5, 2020.

TABLE OF CONTENTS

	Page

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS	1
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	15
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCUSSION ABOUT MARKET RISK	20
ITEM 4. CONTROLS AND PROCEDURES	20
	20
PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS	21
ITEM 1A. RISK FACTORS	21
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	21
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	21
ITEM 4. MINE SAFETY DISCLOSURES	21
ITEM 5. OTHER INFORMATION	21
ITEM 6. EXHIBITS	21

SIGNATURES	22

CERTIFICATIONS

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 planned online machine learning platform’s ability to enable universities 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.

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

Amesite Inc.

Condensed Consolidated Financial Statements

December 31, 2019

Amesite Inc.

Contents

Condensed Consolidated Financial Statements
Condensed Consolidated Balance Sheets (unaudited)	3
Condensed Consolidated Statement of Operations (unaudited)	4
Condensed Consolidated Statement of Stockholders’ Equity (unaudited)	5
Condensed Consolidated Statement of Cash Flows (unaudited)	6
Notes to Condensed Consolidated Financial Statements	7-14

Amesite Inc.

Condensed Consolidated Balance Sheets (unaudited)

	December 31, 2019			June 30, 2019
Assets
Current Assets
Cash and cash equivalents	$	3,765,772		$	1,008,902
Accounts receivable - Net		86,120			-
University payments		4,510			-
Prepaid expenses and other current assets		99,227			97,842
Property and Equipment- Net		83,193			89,657
Capitalized Software		1,245,498			974,562
Security Deposit		5,000			5,000
Total assets	$	5,289,320		$	2,175,963
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	56,901		$	207,543
Deferred revenue		99,593			-
Accrued and other current liabilities:
Accrued compensation		86,214			48,643
Accrued subcontractor fees		-			28,000
Accrued professional fees		36,000			25,000
Other accrued liabilities		27,959			21,848
Total current liabilities		306,667			331,034
Total liabilities		306,667			331,034
Stockholders’ Equity
Common stock, $.0001 par value; 50,000,000 shares authorized; 15,831,820 and 13,090,585 shares issued and outstanding at December 31, 2019 and June 30, 2019, respectively		1,583			1,309
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at December 31, 2019 or June 30, 2019		-			-
Additional paid-in capital		11,354,311			6,304,118
Accumulated deficit		(6,373,241	)		(4,460,498	)
Total stockholders’ equity		4,982,653			1,844,929
Total liabilities and stockholders’ equity	$	5,289,320		$	2,175,963

See notes to condensed consolidated financial statements.

Amesite Inc.

Condensed Consolidated Statement of Operations (unaudited)

	Three Months Ended December 31, 2019			Three Months Ended December 31, 2018			Six Months Ended December 31, 2019			Six Months Ended December 31, 2018
Net Revenue	$	32,607		$	745		$	40,307		$	745
Operating Expenses
General and administrative expenses		390,438			90,615			725,263			173,878
Contract services		46,080			36,297			71,635			94,467
Office rent		22,094			17,515			44,147			35,029
Professional fees		111,283			126,219			225,334			289,460
Payroll and related expenses		427,905			296,971			894,585			616,269
Total operating expenses		997,800			567,617			1,960,964			1,209,103
Interest Income		5,547			9,262			7,914			9,262
Net Loss	$	(959,646	)	$	(557,610	)	$	(1,912,743	)	$	(1,199,096	)

Earnings per Share
Basic earnings per share	$	(.07	)	$	(.04	)	$	(.13	)	$	(.09	)
Weighted average shares outstanding		14,674,861			13,090,585			14,299,223			13,068,272

See notes to condensed consolidated financial statements.

Amesite Inc.

Condensed Consolidated Statement of Stockholders’ Equity (unaudited)

	Common Stock		Additional Paid-In Capital			Accumulated Deficit			Total
Balance - July 1, 2018	$	1,275	$	4,799,471		$	(521,567	)	$	4,279,179
Net loss		-		-			(641,486	)		(641,486	)
Stock compensation expense		-		148,241			-			148,241
Issuance of common stock		34		(34	)		-			-
Balance - September 30, 2018		1,309		4,947,678			(1,163,053	)		3,785,934
Net loss		-		-			(557,610	)		(557,610	)
Stock compensation expense		-		153,726			-			153,726
Balance - December 31, 2018	$	1,309	$	5,101,404		$	(1,720,663	)	$	3,382,050

	Common Stock		Additional Paid-In Capital		Accumulated Deficit			Total
Balance - July 1, 2019	$	1,309	$	6,304,118	$	(4,460,498	)	$	1,844,929
Net loss		-		-		(953,097	)		(953,097	)
Stock compensation expense		-		179,870		-			179,870
Issuance of common stock-net of offering costs		124		2,093,555		-			2,093,679
Balance - September 30, 2019		1,433		8,577,543		(5,413,595	)		3,165,381
Net loss		-		-		(959,646	)		(959,646	)
Stock compensation expense		-		100,375		-			100,375
Issuance of common stock-net of offering costs		150		2,676,393		-			2,676,543
Balance - December 31, 2019	$	1,583	$	11,354,311	$	(6,373,241	)	$	4,982,653

See notes to condensed consolidated financial statements.

Amesite Inc.

Condensed Consolidated Statement of Cash Flows (unaudited)

	Six months ended December 31, 2019			Six months ended December 31, 2018
Cash Flows from Operating Activities
Net loss	$	(1,912,743	)	$	(1,199,096	)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization		217,810			44,281
Stock compensation expense		280,245			301,967
Changes in operating assets and liabilities which (used) provided cash:
Accounts receivable		(86,120	)		(745	)
Payments to university partners		(4,510	)		-
Prepaid expenses and other assets		(1,385	)		1,450
Accounts payable		(150,642	)		113,513
Deferred revenue		99,593			-
Accrued and other liabilities		26,682			(141,985	)
Net cash and cash equivalents used in operating activities		(1,531,070	)		(880,615	)
Cash Flows from Investing Activities
Purchase of property and equipment		(7,810	)		(22,572	)
Investment in capitalized software		(474,472	)		(584,693	)
Net cash and cash equivalents used in investing activities		(482,282	)		(607,265	)
Cash Flows from Financing Activities
Net repayments to stockholder		-			(1,065	)
Issuance of common stock - net of offering costs		4,770,222			-
Net cash and cash equivalents provided by (used in) financing activities		4,770,222			(1,065	)
Net Decrease in Cash and Cash Equivalents		2,756,870			(1,488,945	)
Cash and Cash Equivalents - Beginning of period		1,008,902			4,274,116
Cash and Cash Equivalents - End of period	$	3,765,772		$	2,785,171
Significant Noncash Transactions - Acquisition of capitalized software included in accounts payable and accrued liabilities	$	39,275		$	87,534

See notes to condensed consolidated financial statements.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 1 - Nature of Business

Amesite Inc. (the “Company”) was formed in November 2017 and is an artificial intelligence driven software designer and provider, partnering with businesses and schools to provide better learning products for large and growing online markets. During the year ended June 30, 2019, the Company began generating revenue from its services and products. The Company’s activities are subject to significant risks and uncertainties, including failure to secure additional funding to execute the current business plan.

Note 2 - Significant Accounting Policies

Basis of Presentation

The condensed consolidated 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 financial statements of the Company as of December 31, 2019 and for the three and six months ended December 31, 2019 and 2018 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 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2019.

Principles of Consolidation

The condensed consolidated financial statements of the Company include the accounts of Amesite Inc. and its wholly owned subsidiary, Amesite Operating Company. All material intercompany accounts and transactions have been eliminated in consolidation.

Revenue Recognition

On July 1, 2019, we adopted ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) and the related amendments using the modified retrospective transition method and concluded that doing so did not have a material impact on the amount and timing of either our revenue or costs. As part of our assessment, we completed reviews of our contracts and evaluated our costs, including costs of obtaining contracts with our university partners and costs associated with content development. Certain of these contract and content costs will be capitalized under the new standard. The adoption of ASU 2014-09 did not have a material impact as of July 1, 2019, and no cumulative adjustment was recorded.

We generate substantially all of our revenue from contractual arrangements with either our university partners or students to provide a comprehensive platform of tightly integrated technology and technology enabled services related to graduate programs and short courses.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 2 - Significant Accounting Policies (Continued)

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.

Amesite Inc. derives revenue primarily from contractually specified percentages of the amounts our educational institution partners receive from their students in Amesite-hosted programs for tuition and fees, less credit card fees and other specified charges we have agreed to exclude in certain partner contracts. Our contracts with partners generally have three to six-year terms and have a single performance obligation, as the promises to 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. The single performance obligation is delivered as the partners receive and consume benefits, which occurs ratably over a series of academic terms. The fees received from partners over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. The fees are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. A refund allowance is established for our share of tuition and fees ultimately uncollected by university partners.

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 student headcount, which is unknown in advance).

We also receive fees that are fixed in nature, such as annual license 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 Amesite 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).

Contract Fulfilment Costs

We incur certain fulfilment costs related to software design of specific course offerings for our customers, primarily comprised of software development costs. These costs are capitalized and recorded on a contract-by-contract basis and amortized using the straight-line method over the length of the contract. There were no costs to fulfill capitalized as of December 31, 2019.

Accounts Receivable, Contract Assets and Liabilities

Balance sheet items related to contracts consist of accounts receivable (net) and contract liabilities on our condensed consolidated 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. We recognize unbilled revenue when revenue recognition occurs in advance of billings; this can occur when billings to university partners are not made until after the academic term has commenced and final enrollment information becomes available.

Contract liabilities as of each balance sheet date represents the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed consolidated balance sheets as deferred revenue. We generally receive payments for our share of tuition and fees from university partners early in each academic term, 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.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 2 - Significant Accounting Policies (Continued)

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

Payments to University Partners

The Company recognizes the gross proceeds received from the students enrolled and shares contractually specified amounts received from students with the associated university partner, in exchange for licenses to use the university brand name and other university trademarks. Generally, these amounts are capitalized and amortized as contra revenue over the life of the contract, commencing on the later of when payment is due or when contract revenue recognition begins. These amounts are recognized as a component of net revenue on the Company’s condensed consolidated statements of operations and comprehensive loss. The Company recognized approximately $16,000 and $800 in university partner revenue share during the three and six months ended December 31, 2019 and 2018, respectively.

Use of Estimates

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

Fair Value Measurements

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

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

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

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

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

Cash Equivalents

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, savings, and investment accounts) that was insured by the FDIC at December 31, 2019 was $250,000.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 2 - Significant Accounting Policies (Continued)

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

Leasehold improvements		Shorter of estimated lease term or 10 years
Furniture and fixtures		7 years
Computer equipment and software		5 years

Capitalized Software Costs

The Company capitalizes significant 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 once a final selection of the software is made. 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 $112,000 and $26,000 for the three months ended December 31, 2019 and 2018, respectively. The Company recognized amortization expense of approximately $204,000 and $26,000 for the six months ended December 31, 2019 and 2018, respectively.

Income Taxes

In calculating the provision for interim income taxes, in accordance with Accounting Standards Codification (ASC) 740, Income Taxes, we apply an estimated annual effective tax rate to year-to-date ordinary income. At the end of each interim period, we estimate the effective tax rate expected to be applicable for the full fiscal year.

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

Risks and Uncertainties

The Company intends to operate 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.

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.

The Company has incurred losses since inception, is still in the early stages of developing its service platform and has not completed its efforts to establish a stabilized source of revenues sufficient to cover costs over an extended period of time. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent on its ability to raise additional capital and implement its business plan. Despite management’s ongoing efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 2 - Significant Accounting Policies (Continued)

Research and Development

Research and development expenditures are charged to expense as incurred. Research and development expense of approximately $46,000 and $36,000 was charged to expense during the three months ended December 31, 2019 and 2018, respectively. Research and development expense of approximately $72,000 and $94,000 was charged to expense during the six months ended December 31, 2019 and 2018, respectively.

Net Loss per Share

Basic net loss per share is computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted loss per share includes potentially dilutive securities such as outstanding options and warrants, using various methods such as the treasury stock or modified treasury stock method in the determination of dilutive shares outstanding during each reporting period. For the three and six months ended December 31, 2019, the Company had 1,170,833 and 1,771,192 potentially dilutive shares of common stock related to common stock options and warrants, respectively, as determined using the if-converted method. For the three and six months ended December 31, 2018, the Company had 1,067,375 and 292,114 potentially dilutive shares of common stock related to common stock options and warrants, respectively, as determined using the if-converted method. For the three and six months ended December 31, 2019 and 2018, the dilutive effect of common stock options and common stock warrants 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 this period.

Stock-Based Payments

Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718 “Compensation-Stock Compensation” requires companies to measure the cost of employee services received in exchange for the award of equity instruments based on the estimated fair value of the award at the date of grant. The expense is to be recognized over the period during which an employee is required to provide services in exchange for the award. The Company accounts for shares of common stock, stock options and warrants issued to employees based on the fair value of the stock, stock option or warrant, if that value is more reliably measurable than the fair value of the consideration or services received.

The Company accounts for stock options and restricted shares of common stock issued to non-employees in accordance with the FASB ASC Subtopic 505-50 “Equity-Based Payments to Non-Employees”. Accordingly, the fair value of the stock compensation issued to non-employees is based upon the measurement date as determined at the earlier of either a) the date at which a performance commitment is reached, or b) the date which the necessary performance to earn the equity instruments is complete. As a measurement date has not yet been reached for the stock options outstanding held by non-employees, the Company remeasures these outstanding options to fair value at each reporting period. The measurement date for all outstanding restricted shares was settled during the three months ended September 30, 2019. Accordingly, the Company has recorded an expense in the condensed consolidated statements of operations for the remaining unvested portion of outstanding restricted shares.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 2 - Significant Accounting Policies (Continued)

Upcoming Accounting Pronouncements

The FASB issued ASU 2016-02, Leases, which will supersede the current lease requirements in ASC 840. The ASU requires lessees to recognize a right-to-use asset and related lease liability for all leases, with a limited exception for short-term leases. Leases will be classified as either finance or operating, with the classification affecting the pattern of expense recognition in the statement of operations. Currently, leases are classified as either capital or operating, with only capital leases recognized on the balance sheet. The reporting of lease-related expenses in the statements of operations and cash flows will be generally consistent with the current guidance. The new lease guidance will be effective for the Company’s year ending June 30, 2021 and will be applied using a modified retrospective transition method. The new lease standard is expected to have an effect on the Company’s financial statements as a result of the Company’s operating leases, as disclosed in Note 4, that will be reported on the balance sheet at adoption. Upon adoption, the Company will recognize a lease liability and corresponding right-to-use asset based on the present value of the future minimum lease payments. The effects on the results of operations are not expected to be significant under the new standard.

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 2,529,000 shares of common stock to be available for granting under the Plan.

On July 13, 2018, the Company issued 340,278 restricted shares of common stock in exchange for consulting services provided during the period ended June 30, 2018, and for future services unrendered. The expense is expensed ratably over the term of the consulting contract and amounted to approximately $82,000 and $61,000 during the three months ended December 31, 2019 and 2018, respectively and approximately $82,000 and $123,000 during the six months ended December 31, 2019 and 2018, respectively.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 3 – Stock-Based Compensation (Continued)

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.

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

	December 31, 2019			December 31, 2018

Expected term (years)		6.00			6.00
Risk-free interest rate		2.13	%		2.86	%
Expected volatility		45.00	%		44.50	%
Dividend yield		0	%		0	%

A summary of option activity for the six months ended December 31, 2019 is presented below:

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

Outstanding at July 1, 2019		1,091,833	$	1.50		8.90
Granted		79,000		2.00		9.84
Outstanding at December 31, 2019		1,170,833		1.53		8.39

The weighted-average grant-date fair value of options granted during the three month period ended September 30, 2019 was $0.70. There were no options issued during the three month period ended December 31, 2019. The options contained time-based vesting conditions satisfied over a period ranging from two to four years from the grant date.

The Company recognized $100,375 and $153,726 in expense related to the Plan for the three months ended December 31, 2019 and 2018, respectively. The Company recognized $280,245 and $301,967 in expense related to the Plan for the six months ended December 31, 2019 and 2018, respectively. The expense for the six month period ended December 31, 2019 is comprised of $82,250 for consulting services settled in restricted shares and $197,995 related to stock options. The expense for the six month period ended December 31, 2018 is comprised of $122,500 for consulting services settled in restricted shares and $179,467 related to stock options. The restricted stock units related to consulting services performed were fully vested as of September 30, 2019, thus no expense was recognized related to the restricted stock units during the three months ended December 31, 2019.

As of December 31, 2019, there was approximately $195,000 of total unrecognized compensation cost for employees and non-employees related to nonvested options. That cost is expected to be recognized through August 2022.

As of December 31, 2019, there was no unrecognized compensation cost for non-employees related to unrendered services.

Note 4 - Operating Lease

The Company is obligated under an operating lease primarily for its office. The lease requires the Company to pay insurance, utilities, and shared maintenance costs in addition to the monthly rent of $7,942. A refundable security deposit of $5,000 was also required as part of the lease. The lease expires in May 2022.

Amesite Inc.

Notes to Condensed Consolidated Financial Statements

December 31, 2019 and 2018

Note 4 - Operating Lease (Continued)

Total rent expense under the lease was $22,094 and $17,515 for the three months ended December 31, 2019 and 2018, respectively. Total rent expense under the lease was $44,147 and $35,029 for the six months ended December 31, 2019 and 2018, respectively.

The future minimum annual commitments under this operating lease are as follows.

Fiscal Year Ending June 30	Amount

2020	$	47,655
2021		95,310
2022		87,368
Total	$	230,333

Note 5 - Income Taxes

For the three and six months ended December 31, 2019 and prior periods since inception, the Company’s activities have not generated any taxable income or tax liabilities. Accordingly, the Company has not recognized an income tax benefit for the three and six months ended December 31, 2019 and 2018.

The Company has approximately $5,205,000 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 6 - Common Stock

During the six months ended December 31, 2019, the Company issued 2,741,235 shares of its common stock at a price of $2 (total net proceeds of approximately $4.7 million) to accredited investors in a private placement offering (Offering). In connection with the Offering, the Company has agreed to issue five (5) year warrants to the placement agent to purchase ten (10%) of the common shares sold for an exercise price equal to $2. Total warrants of approximately 274,123 are expected to be issued to the placement agent in the third quarter of fiscal 2020.

The Company measures the warrants using the Black-Scholes Model (“BSM”) to estimate their fair value. The fair value of the warrants issued during the quarter was approximately $225,000 based on the following inputs and assumptions using the BSM: (i) expected stock price volatility of 45.00%; (ii) risk-free interest rate of 1.69%; and (iii) expected life of the warrants of 5 years. The warrants are included in offering costs in the Statement of Stockholders’ Equity.

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, 2019 in our Annual Report on Form 10-K. 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 our Annual Report on Form 10-K for the year ended June 30, 2019.

Overview

We were originally incorporated in the State of Delaware on April 6, 2017. Through Amesite OpCo, our wholly-owned operating subsidiary, we are a development stage artificial intelligence driven software designer and provider, partnering with businesses and schools to provide better learning products for large and growing online markets. We are creating a cloud-based platform for courses to be delivered to learners online and in hybrid online formats.

Background

On April 27, 2018, our wholly-owned subsidiary, Lola One Acquisition Sub, Inc., merged with and into Amesite OpCo, with Amesite OpCo remaining as the surviving entity and becoming our wholly-owned subsidiary (the “Merger”). Prior to the Merger, we were a “shell” company registered under the Exchange Act of 1934, as amended (the “Exchange Act”), with no specific business plan or purpose. As a result of the Merger, we acquired the operations of Amesite OpCo and continued the existing operations of Amesite OpCo as a company subject to the Exchange Act.

Following the Merger, Amesite OpCo changed its name to “Amesite Operating Company” and we adopted Amesite OpCo’s former company name, “Amesite Inc.,” as our ompany name, and changed our fiscal year end from May 31 to June 30. The Merger was treated as a reverse recapitalization for our Company for financial reporting purposes. Amesite OpCo was considered the acquirer for accounting purposes.

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 and six months ended December 31, 2019 and 2018, 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 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.

Basis of Presentation

The financial statements contained herein have been prepared in accordance with GAAP and in consideration of SEC requirements.

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 consolidated financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated 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 consolidated financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with 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 Consolidated Financial Statements”, we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our consolidated 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.

Stock-Based Compensation

We have issued three types of stock-based awards under our stock plans: stock options, restricted 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 volatilities of peer company’s common stock. Stock options generally vest over a period ranging from two to four years from the grant date and generally have ten-year contractual terms. Restricted stock units generally have a term of 20 months from the closing date of the agreement. Stock warrants issued have a term of five years from the closing date of the respective private placements. Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Note 4 in the “Notes to Condensed Consolidated Financial Statements” of this Quarterly Report on Form 10-Q.

Revenue Recognition

Performance Obligations and Timing of Recognition

Amesite, Inc. derives revenue primarily from contractually specified percentages of the amounts our educational institution partners receive from their students in Amesite-hosted programs for tuition and fees, less credit card fees and other specified charges we have agreed to exclude in certain partner contracts. Our contracts with partners generally have three to six-year terms and have a single performance obligation, as the promises to 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. The single performance obligation is delivered as the partners receive and consume benefits, which occurs ratably over a series of academic terms. The fees received from partners over the term of the arrangement are variable in nature in that they are dependent upon the number of students that are enrolled in the program within each academic term. The fees are allocated to and are recognized ratably over the related academic term, defined as the period beginning on the first day of classes through the last. A refund allowance is established for our share of tuition and fees ultimately uncollected by university partners.

We also receive fees that are fixed in nature, such as annual license charges, in place 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 Amesite 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).

Contract Fulfilment Costs

Accounts Receivable, Contract Assets and Liabilities

Contract liabilities as of each balance sheet date represents the excess of amounts billed or received as compared to amounts recognized in revenue on our condensed consolidated statements of operations and comprehensive loss as of the end of the reporting period, and such amounts are reflected as a current liability on our condensed consolidated balance sheets. We generally receive payments for our share of tuition and fees from university partners early in each academic term, prior to completion of the service period and our performance obligations. These payments are recorded as contract liabilities until the services are delivered or until our obligations are otherwise met, at which time revenue is recognized.

Payments to University Partners

Results of Operations

Three Months ended December 31, 2019 compared to December 31, 2018

Revenue

We generated revenues of $32,607 for the three months ended December 31, 2019 as compared to $745 for the three months ended December 31, 2018.

Operating Expenses

Operating expenses for the three months ended December 31, 2019 were $996,045 and as compared to operating expenses of $567,617 for the three months ended December 31, 2018. Operating costs for the periods primarily reflect payroll and related expenses (stock compensation expense of $100,375 and $153,726 for the three months ended December 31, 2019 and December 31, 2018, respectively), contract services that support the development of our technology platforms. General and administrative expenses for the three months ended December 31, 2019 and 2018 include marketing and sales costs of $145,943 and $3,544, respectively, and amortization of software costs of $112,000 and 26,000, respectively.

Investment Income. For the three months ended December 31, 2019, investment income totaled $5,547 as compared to investment income of $9,262 for the three months ended December 31, 2018.

Net Loss. Primarily as a result of the increased operating expenses noted above, our net loss for the three months ended December 31, 2019 was $959,646 as compared to a net loss for the three months ended December 31, 2018 of $557,610.

Six Months ended December 31, 2019 compared to December 31, 2018

Revenue

We generated revenues of $40,307 for the six months ended December 31, 2019 as compared to $745 for the six months ended December 31, 2018.

Operating Expenses

Operating expenses for the six months ended December 31, 2019 were $1,960,964 as compared to operating expenses of $1,209,103 for the six months ended December 31, 2018. Operating costs for the periods primarily reflect payroll and related expenses (stock compensation expense of $280,245 and $301,967 for the six months ended December 31, 2019 and December 31, 2018, respectively), contract services that support the development of our technology platforms. General and administrative expenses for the six months ended December 31, 2019 and 2018 include marketing and sales costs of $268,000 and $19,000, respectively, and amortization of software costs of $204,000 and 26,000, respectively.

Investment Income. For the six months ended December 31, 2019, investment income totaled $7,914 as compared to investment income of $9,262 for the six months ended December 31, 2018.

Net Loss. Primarily as a result of the increased operating expenses noted above, our net loss for the six months ended December 31, 2019 was $1,912,743 as compared to a net loss for the three months ended December 31, 2018 of $1,199,096.

Capital Expenditures

During the three months ended December 31, 2019 and December 31, 2018, we had capital asset additions of $229,444 and $313,216, respectively, which were comprised of $225,112 and $311,684, respectively, in capitalized technology and content development, and $5,332 and $1,532, respectively, of property and equipment, including primarily computer equipment, software, furniture and fixtures.

During the six months ended December 31, 2019 and December 31, 2018, we had capital asset additions of $482,282 and $607,265, respectively, which were comprised of $474,472 and $584,693, respectively, in capitalized technology and content development, and $7,810 and $22,572, respectively, of property and equipment, including primarily computer equipment, software, furniture and fixtures.

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 platforms.

Financial position, liquidity, and capital resources

Overview

We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $959,646 and $557,610 for the three months ended December 31, 2019 and December 31, 2018, respectively. We incurred a net loss of $1,912,743 and $1,199,096 for the six months ended December 31, 2019 and December 31, 2018, respectively.

During the period from November 14, 2017 (date of incorporation) to December 31, 2019, we have raised net proceeds of $9,423,308 from private placement financing transactions. As of December 31, 2019, our cash balance totaled $3,765,772.

At present, we believe that our cash balances should be sufficient to satisfy our anticipated operating and investing needs through August 2020. However, it is possible that we will choose to accelerate our plan of operations in order to attract and sign more customers or to support current customers, and that we will require more funds than we currently have available to meet those needs.

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.

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.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

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

All unregistered sales of equity securities during the period presented were previously reported on Current Reports on Form 8-K.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit Number		Description of Exhibits

31.1*		Certification of the Chief Executive Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification of the Chief Executive Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2*		Certification of the Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101*		The following materials from our Quarterly Report on Form 10-Q for the quarter ended December 31, 2019 formatted in XBRL (eXtensible Business Reporting Language): (i) Balance Sheet, (ii) Statement of Operations, (iii) Statements of Cash Flows, (iv) Statements of Stockholders Equity and (v) related notes to these financial statements, tagged as blocks of text.*

*	Filed herewith

SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: February 7, 2020	AMESITE INC.

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

		/s/ Richard DiBartolomeo
		Richard DiBartolomeo
		Chief Financial Officer
		(Principal Financial Officer)

Amesite Inc. 10-Q