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What changed in Amesite Inc.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of Amesite Inc.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+91 added−160 removedSource: 10-K (2023-10-06) vs 10-K (2022-09-28)

Top changes in Amesite Inc.'s 2023 10-K

91 paragraphs added · 160 removed · 76 edited across 5 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeSales and Marketing We plan to grow our sales and marketing program as we build our Customer base, advancing from our small, direct sales force to a distribution network that has existing relationships with colleges, universities, non-profit organizations and businesses. We also intend to develop a branding strategy to introduce and support our platform.
Biggest changeThese regulations include, but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by the Federal Trade Commission, as well as federal and state data protection and privacy requirements. 4 Sales and Marketing We plan to grow our sales and marketing program as we build our Customer base, advancing from our small, direct sales force to a distribution network that has existing relationships with colleges, universities, non-profit organizations and businesses.
Michael Blumenthal and then as Senior Legislative Aide to U.S. Senator Bill Bradley. She has also served as Special Assistant to the Governor of Washington, Research Social Scientist at the Battelle Seattle Research Center, and was a free-lance consultant to the Organization for Economic Cooperation and Development and other international organizations for four years in Paris. 5 Theodore l.
Michael Blumenthal and then as Senior Legislative Aide to U.S. Senator Bill Bradley. She has also served as Special Assistant to the Governor of Washington, Research Social Scientist at the Battelle Seattle Research Center, and was a free-lance consultant to the Organization for Economic Cooperation and Development and other international organizations for four years in Paris. Theodore l.
We have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements with employees, independent contractors, consultants and entities with which we conduct business. 3 Competition The online and software industries for higher education are characterized by rapid evolution of technologies, fierce competition, government regulation, and strong defense of intellectual property.
We have established business procedures designed to maintain the confidentiality of our proprietary information, including the use of confidentiality agreements with employees, independent contractors, consultants and entities with which we conduct business. Competition The online and software industries for higher education are characterized by rapid evolution of technologies, fierce competition, government regulation, and strong defense of intellectual property.
While we believe that our platform, programs, technology, knowledge, experience, and resources provide us with competitive advantages, we face competition from major online companies, academic institutions, governmental agencies, and public and private research institutions, among others. Any learning product that we successfully develop and commercialize will compete with current learning products.
While we believe that our platform, programs, technology, knowledge, experience, and resources provide us with competitive advantages, we face competition from major online companies, academic institutions, governmental agencies, and public and private research institutions, among others. 3 Any learning product that we successfully develop and commercialize will compete with current learning products.
We will continuously develop tools designed to improve the ability of our Customers to deliver timely and relevant content, deliver assessments which are fair, correctly represent educational objectives and give repeatable outcomes when employed on our platform. ● Integration of new technology in the delivery of learning products .
We will continuously develop tools designed to improve the ability of our Customers to deliver timely and relevant content, deliver assessments which are fair, correctly represent educational objectives and give repeatable outcomes when employed on our platform. 2 ● Integration of new technology in the delivery of learning products .
As a result, we work closely with our Customers to maintain compliance with education laws. 4 We will abide by education laws, including incentive compensation rules, misrepresentation rules, accreditation rules and standards, among state and federal regulations. We also closely monitor state law developments and we will work closely with our Customers to assist them with obtaining any required approvals.
As a result, we work closely with our Customers to maintain compliance with education laws. We will abide by education laws, including incentive compensation rules, misrepresentation rules, accreditation rules and standards, among state and federal regulations. We also closely monitor state law developments and we will work closely with our Customers to assist them with obtaining any required approvals.
Learner data is collected with learner permission, and information about learner behavior, study preferences and preference for types of material delivered as part of learning products, will be used to improve learning outcomes and learner experiences. We will validate algorithms using both offline and online testing.
Learner data is collected with learner permission, and information about learner behavior, study preferences and preferences for types of material delivered as part of learning products, will be used to improve learning outcomes and learner experiences. We will validate algorithms using both offline and online testing.
The contents of, or information accessible through, our website are not part of this Annual Report on Form 10-K, and our website address is included in this document as an inactive textual reference only.
The contents of, or information accessible through, our website is not part of this Annual Report on Form 10-K, and our website address is included in this document as an inactive textual reference only.
The strategy may include our presence at colleges, universities, and other commercial institutions on a national, state, and regional basis to engage and educate users of our products, as well as engaging in a variety of other direct marketing methods to educational institutions and businesses.
We also intend to develop a branding strategy to introduce and support our platform. The strategy may include our presence at colleges, universities, and other commercial institutions on a national, state, and regional basis to engage and educate users of our products, as well as engaging in a variety of other direct marketing methods to educational institutions and businesses.
We will continuously gather data on how learners engage with us and other online platforms, and conduct research and development to create and incorporate useful tools for learning on our platform. ● Improvements in instructor experience using our platform .
Some of these will include: ● Improvements in learner engagement with cloud-based platforms . We will continuously gather data on how learners engage with us and other online platforms and conduct research and development to create and incorporate useful tools for learning on our platform. ● Improvements in instructor experience using our platform .
We will never sell or distribute our learner data to third parties without the explicit permission of learners. We will not deliver unwanted content or advertising to learners or to Customer personnel.
We will never sell or distribute our learner data to third parties without the explicit permission of learners. We will not deliver unwanted content or advertising to learners or to Customer personnel. Our proprietary technology is developed solely for purposes of improving learner experiences and outcomes and improving the ability of our Customers to deliver outstanding educational products.
Our proprietary technology is developed solely for purposes of improving learner experiences and outcomes, and improving the ability of our Customers to deliver outstanding educational products. 2 Our Research and Development Programs We use advanced technologies to create effective and accessible learning environments. We seek to improve learning at many levels, including college and professional.
Our Research and Development Programs We use advanced technologies to create effective and accessible learning environments. We seek to improve learning at many levels, including college and professional. Our research and development programs will expand continuously based on learner preferences, outcomes and the desires of our Customers.
He has previously served as a Trustee for the College Board and on the faculty for the Harvard Summer Institute on College Admissions. Ted holds a M.S. degree in sociology from Pepperdine University and a B.S. in political science from Tennessee State University.
He has previously served as a Trustee for the College Board and on the faculty for the Harvard Summer Institute on College Admissions.
We also believe that supporting our team with a wonderful environment supports and powers us to accomplish our goals.
We are passionate about understanding the needs of our learners, and we work hard to build products that deliver—for each and every one. We also believe that supporting our team with a wonderful environment supports and powers us to accomplish our goals.
None of our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good to excellent. Our Culture Amesite’s mission is to improve the way the world learns. We are passionate about understanding the needs of our learners, and we work hard to build products that deliver—for each and every one.
We also intend to engage experts in operations, finance and general business to advise us in various capacities. None of our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good to excellent. Our Culture Amesite’s mission is to improve the way the world learns.
Human Capital Management General Information About Our Human Capital Resources As of August 17, 2022, we have 14 full-time employees and 3 consultants. We intend to engage consultants in general administration on an as-needed basis. We also intend to engage experts in operations, finance and general business to a dvise us in various capacities.
Ted holds a M.S. degree in sociology from Pepperdine University and a B.S. in political science from Tennessee State University. 5 Human Capital Management General Information About Our Human Capital Resources As of September 30, 2023, we have 12 full-time employees and 2 consultants. We intend to engage consultants in general administration on an as-needed basis.
Our activities on behalf of our Customers are also subject to other federal and state laws. These regulations include, but are not limited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by the Federal Trade Commission, as well as federal and state data protection and privacy requirements.
Our activities on behalf of our Customers are also subject to other federal and state laws.
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Our research and development programs will expand continuously based on learner preferences, outcomes and the desires of our Customers. Some of these will include: ● Improvements in learner engagement with cloud-based platforms .

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIf our learning products are not better, or only modestly better than the incumbent versions, we will be unable to grow and gain more Customers, which will materially harm our business. We will be relying on our college, university and museum Customers to drive enrollment and revenue and continue to license our platform and pay for our services.
Biggest changeWe may also not be able to convince them to dedicate significant resources to moving courses onto our platform and gain their trust in operating them collaboratively. If our learning products are not better, or only modestly better than the incumbent versions, we will be unable to grow and gain more Customers, which will materially harm our business.
The following factors may affect our operating results: ● our ability to compete effectively; ● our ability to continue to attract users to our platform; 9 ● our ability to attract new Customers to our platform; ● our ability to attract colleges and universities to our platform; ● the mix in our net revenues generated from Customers and colleges and universities; ● the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business, operations and infrastructure; ● our focus on long term goals over short-term results; ● the results of our investments in risky projects; ● general economic conditions and those economic conditions specific to our online courses; ● our ability to keep our platform operational at a reasonable cost and without service interruptions; ● the success of our geographical and product expansion; ● our ability to attract, motivate and retain top-quality employees; ● foreign, federal, state or local government regulation that could impede our ability to operate our platform; ● our ability to upgrade and develop our systems, infrastructure and products; ● new technologies or services that block our platform and user adoption of these technologies; ● the costs and results of litigation that we may face; ● our ability to protect our intellectual property rights; ● our ability to forecast revenue; ● our ability to manage fraud and other activities that violate our terms of services; ● our ability to successfully integrate and manage our colleges and universities; and ● geopolitical events such as war, threat of war, or terrorist actions.
The following factors may affect our operating results: ● our ability to compete effectively; ● our ability to continue to attract users to our platform; ● our ability to attract new Customers to our platform; ● our ability to attract colleges and universities to our platform; ● the mix in our net revenues generated from Customers and colleges and universities; ● the amount and timing of operating costs and capital expenditures related to the maintenance and expansion of our business, operations and infrastructure; ● our focus on long term goals over short-term results; ● the results of our investments in risky projects; ● general economic conditions and those economic conditions specific to our online courses; ● our ability to keep our platform operational at a reasonable cost and without service interruptions; ● the success of our geographical and product expansion; ● our ability to attract, motivate and retain top-quality employees; ● foreign, federal, state or local government regulation that could impede our ability to operate our platform; ● our ability to upgrade and develop our systems, infrastructure and products; ● new technologies or services that block our platform and user adoption of these technologies; ● the costs and results of litigation that we may face; ● our ability to protect our intellectual property rights; ● our ability to forecast revenue; ● our ability to manage fraud and other activities that violate our terms of services; ● our ability to successfully integrate and manage our colleges and universities; and ● geopolitical events such as war, threat of war, or terrorist actions.
Furthermore, future acquisitions could pose numerous additional risks to our expected operations, including: ● problems integrating the purchased business, products, or technologies; ● challenges in achieving strategic objectives, cost savings and other anticipated benefits; ● increases to our expenses; ● the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; ● inability to maintain relationships with prospective key Customers, vendors, and other business Partners of the acquired businesses; ● diversion of management’s attention from their day-to-day responsibilities; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● entrance into marketplaces where we have limited or no prior experience and where competitors have stronger marketplace positions; ● potential loss of key employees, particularly those of the acquired entity; ● that historical financial information may not be representative or indicative of results as a combined entity; and ● that our business and operations would suffer in the event of system failures, and our operations are vulnerable to interruption by natural disasters, terrorist activity, power loss and other events beyond our control, the occurrence of which could materially harm our business. 11 If our security measures or those of our future business Partners are breached or fail and result in unauthorized disclosure of data, we could lose Customers and/or fail to attract new Customers.
Furthermore, future acquisitions could pose numerous additional risks to our expected operations, including: ● problems integrating the purchased business, products, or technologies; ● challenges in achieving strategic objectives, cost savings and other anticipated benefits; ● increases to our expenses; ● the assumption of significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party; ● inability to maintain relationships with prospective key Customers, vendors, and other business partners of the acquired businesses; ● diversion of management’s attention from their day-to-day responsibilities; ● difficulty in maintaining controls, procedures and policies during the transition and integration; ● entrance into marketplaces where we have limited or no prior experience and where competitors have stronger marketplace positions; ● potential loss of key employees, particularly those of the acquired entity; ● that historical financial information may not be representative or indicative of results as a combined entity; and ● that our business and operations would suffer in the event of system failures, and our operations are vulnerable to interruption by natural disasters, terrorist activity, power loss and other events beyond our control, the occurrence of which could materially harm our business. 10 If our security measures or those of our future business partners are breached or fail and result in unauthorized disclosure of data, we could lose Customers and/or fail to attract new Customers.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. We may be at risk of securities class action litigation.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. As such, our financial statements may not be comparable to companies that comply with public company effective dates. 13 We may be at risk of securities class action litigation.
In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
In the future, if our acquisitions do not yield expected returns, we may be required to take charges to our operating results based on this impairment assessment process, which could adversely affect our results of operations. 12 Acquisitions could also result in dilutive issuances of equity securities or the incurrence of debt, which could adversely affect our operating results.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. 15 In addition, we do not have any experience in acquiring other businesses.
The pursuit of potential acquisitions may divert the attention of management and cause us to incur various expenses in identifying, investigating, and pursuing suitable acquisitions, whether or not they are consummated. In addition, we do not have any experience in acquiring other businesses.
Such departures could have an adverse impact on the anticipated benefits of an acquisition. We have risk factors within and outside of our control that may inhibit our ability to deliver products on our platform.
Such departures could have an adverse impact on the anticipated benefits of an acquisition. 8 We have risk factors within and outside of our control that may inhibit our ability to deliver products on our platform.
If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and results in a decline in the market price of our common stock.
If we face such litigation, it could result in substantial costs and a diversion of management’s attention and resources, which could harm our business and result in a decline in the market price of our common stock.
We cannot assure you that such additional funding will be available on favorable terms, or at all. 10 We may have risks related to managing any growth we may experience. We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results.
We cannot assure you that such additional funding will be available on favorable terms, or at all. 9 We may have risks related to managing any growth we may experience. We may engage in future acquisitions that could disrupt our business, cause dilution to our stockholders and harm our financial condition and operating results.
Our cybersecurity measures or those of our future business Partners may be unable to anticipate, detect or prevent all attempts to compromise our systems or that of our future business Partners.
Our cybersecurity measures or those of our future business partners may be unable to anticipate, detect or prevent all attempts to compromise our systems or those of our future business partners.
We do not expect more than nominal revenues until at least some point during the fiscal year ending June 30, 2023. If our expectations prove incorrect, our business, operating results and financial condition will be materially and adversely affected.
We do not expect more than nominal revenues until at least some point during the fiscal year ending June 30, 2024. If our expectations prove incorrect, our business, operating results and financial condition will be materially and adversely affected.
We anticipate that our operating expenses will increase in the foreseeable future as we continue to pursue the development of our platform, invest in marketing, sales and distribution of our platform to grow our business, acquire Customers, and commercialize our technology.
We anticipate that our operating expenses may increase in the foreseeable future as we continue to pursue the development of our platform, invest in marketing, sales and distribution of our platform to grow our business, acquire Customers, and commercialize our technology.
Our Customers’ marketing efforts are required to drive enrollment of our online courses. If our Customers fail to successfully execute our marketing strategies, they may not continue to license our platform. ● Damage to Customer reputation. Our Customers’ rankings, reputation and marketing efforts strongly affect enrollments, none of which we control.
If our Customers fail to successfully execute our marketing strategies, they may not continue to license our platform. ● Damage to Customer reputation. Our Customers’ rankings, reputation and marketing efforts strongly affect enrollments, none of which we control.
Any contraction in the economy could be expected to reduce enrollment in higher education, whether by reducing funding, reducing corporate allowances for continuing education, general reductions in employment or savings or other factors.
Any contraction in the economy could be expected to reduce enrollment in higher education, whether by reducing funding, reducing corporate allowances for continuing education, general reductions in employment or savings or other factors. Any of these could substantially reduce licensing of our platform.
Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” Our management and other personnel devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.
Moreover, despite recent reforms made possible by the JOBS Act, the reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.” Our management and other personnel devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems. 14 Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.
We will face intense competition, which may cause pricing pressures, decreased gross margins and loss of market share, and may materially and adversely affect our business, financial condition and results of operations. We will compete with other online education services companies, and colleges and universities themselves.
Workers may reject the opportunity to take courses online through their employers. We will face intense competition, which may cause pricing pressures, decreased gross margins and loss of market share, and may materially and adversely affect our business, financial condition and results of operations. We will compete with other online education services companies, and colleges and universities themselves.
The statutes and our certificate of incorporation have the effect of making it more difficult to effect a change in control of our Company.
The statutes and our certificate of incorporation have the effect of making it more difficult to effect a change in control of our Company. ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Alternatively, if a court were to find our choice of forum provisions contained in either our certificate of incorporation or bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition.
Alternatively, if a court were to find our choice of forum provisions contained in either our certificate of incorporation or bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition. 15 Certain provisions of our certificate of incorporation and Delaware law make it more difficult for a third party to acquire us and make a takeover more difficult to complete, even if such a transaction were in stockholders’ interest.
Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans. 16 Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
Failure to secure any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance, and share price and could require us to delay or abandon development or commercialization plans.
The significant concentration of stock ownership may negatively impact the value of our Common Stock due to potential investors’ perception that conflicts of interest may exist or arise. 18 Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers, or employees.
Our certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for substantially all disputes between the Company and its stockholders, which could limit stockholders’ ability to obtain a favorable judicial forum for disputes with the Company or its directors, officers, or employees.
If our securities are delisted from the Nasdaq Capital Market, we could face significant adverse consequences including, but not limited to: ● a limited availability of market quotations for our securities; ● a limited amount of news and analyst coverage for our Company; and ● a decreased ability to issue additional securities or obtain additional financing in the future. 17 Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters.
If our securities are delisted from the Nasdaq Capital Market, we could face significant adverse consequences including, but not limited to: ● a limited availability of market quotations for our securities; ● a limited amount of news and analyst coverage for our Company; and ● a decreased ability to issue additional securities or obtain additional financing in the future.
Any of these could substantially reduce licensing of our platform. 8 We will be relying on our enterprise Customers to prioritize providing online learning programs to train or upskill their workforces. Factors within and outside of our control will affect enrollments and include the following: ● General economic conditions.
We will be relying on our enterprise Customers to prioritize providing online learning programs to train or upskill their workforces. Factors within and outside of our control will affect enrollments and include the following: ● General economic conditions. Any contraction in the economy could be expected to cause business leaders to deprioritize workforce training. ● Negative perceptions about online courses.
Factors within and outside of our control will affect enrollments and include the following: ● Negative perceptions about online courses. Students may reject the opportunity to take courses online, when residential courses are offered as an option, due to negative perceptions of online education. ● Ineffective marketing efforts.
Students may reject the opportunity to take courses online, when residential courses are offered as an option, due to negative perceptions of online education. ● Ineffective marketing efforts. Our Customers’ marketing efforts are required to drive enrollment of our online courses.
Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business. 12 Risks Related to Our Common Stock The sale or issuance of our common stock to Lincoln Park may cause dilution and the sale of the shares of common stock acquired by Lincoln Park, or the perception that such sales may occur, could cause the price of our common stock to fall.
Any of the foregoing could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could adversely impact our business. 11 Risks Related to Our Common Stock An active trading market for our common stock may not be sustained.
We may not be able to convince educational institutions and businesses that our methods will produce better outcomes than their current approaches to online learning products, in a cost-effective manner. We may also not be able to convince them to dedicate significant resources to moving courses onto our platform and gain their trust in operating them collaboratively.
If we fail to attract Customers, or to negotiate agreements with them that provide us with sustainable revenue, it will impair our ability to operate and grow our business. We may not be able to convince educational institutions and businesses that our methods will produce better outcomes than their current approaches to online learning products, in a cost-effective manner.
If our offerings to Customers are unsuccessful, result in insufficient revenue or result in us not being able to sustain revenue, we will be forced to reduce expenses, which may result in an inability to gain new Customers. 7 There is substantial doubt about our ability to continue as a going concern.
If our offerings to Customers are unsuccessful, result in insufficient revenue or result in us not being able to sustain revenue, we will be forced to reduce expenses, which may result in an inability to gain new Customers. 7 Our business model relies on us successfully licensing our platform and providing services to colleges, universities, and businesses for creation and online delivery of their learning products.
Our principal stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval. Our directors, executive officers and each of our stockholders who owned greater than 5% of our outstanding Common Stock beneficially, as of August 17, 2022, own approximately 91% of our common stock.
Our directors, executive officers and each of our stockholders who owned greater than 5% of our outstanding Common Stock beneficially, as of June 30, 2023, own approximately 37% of our common stock.
As a publicly traded company, we incur significant additional legal, accounting, and other expenses that we did not incur as a private company.
Financial reporting obligations of being a public company in the United States are expensive and time-consuming, and our management will be required to devote substantial time to compliance matters. As a publicly traded company, we incur significant additional legal, accounting, and other expenses that we did not incur as a private company.
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We are in the early stages of developing our Customer base and have not completed our efforts to establish a stabilized source of revenue sufficient to cover our costs over an extended period of time. For the years ended June 30, 2022 and 2021, we had net losses of $9,059,923 and $11,586,292, respectively.
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We will be relying on our college, university and museum Customers to drive enrollment and revenue and continue to license our platform and pay for our services. Factors within and outside of our control will affect enrollments and include the following: ● Negative perceptions about online courses.
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On February 16, 2022, the Company sold 3,750,000 shares of common stock for net proceeds of $2,509,550 after deducting the underwriting commission and expenses. On September 1, 2022, the Company sold 4,181,821 shares of common stock for approximately $1.85 million, net of financing fees and expenses.
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Future sales and issuances of our securities could result in additional dilution of the percentage ownership of our shareholders and could cause our share price to fall.
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The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.
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The significant concentration of stock ownership may negatively impact the value of our Common Stock due to potential investors’ perception that conflicts of interest may exist or arise.
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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 financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable.
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Further uncertainty remains regarding our ability to implement our business plan and to grow our business without additional financing. Our long-term future growth and success is dependent upon our ability to raise additional capital and implement our business plan.
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There is no assurance that we will be successful in implementing our business plan or that we will be able to generate sufficient cash from operations, sell securities or borrow funds on favorable terms or at all.
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Our inability to generate significant revenue or obtain additional financing could have a material adverse effect on our ability to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources.
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The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.
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Our business model relies on us successfully licensing our platform and providing services to colleges, universities, and businesses for creation and online delivery of their learning products. If we fail to attract Customers, or to negotiate agreements with them that provide us with sustainable revenue, it will impair our ability to operate and grow our business.
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Any contraction in the economy could be expected to cause business leaders to deprioritize workforce training. ● Negative perceptions about online courses. Workers may reject the opportunity to take courses online through their employers.
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On August 2, 2021, we entered into the Lincoln Park Purchase Agreement and, on that date, we sold 759,109 shares of our common stock to Lincoln Park in an initial purchase under the Lincoln Park Purchase Agreement for a total purchase price of $1,500,000.
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We also issued 152,715 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Lincoln Park Purchase Agreement.
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In addition, at any time following the twentieth business day after the after the satisfaction of certain conditions set forth in the Lincoln Park Purchase Agreement, including that the SEC has declared effective the registration statement and that such registration statement remains effective, which we refer to as the “Commencement Date,” we have the option to direct Lincoln Park to purchase up to an additional $1,000,000 of shares of common stock, subject to conditions and limitations set forth in the Lincoln Park Purchase Agreement.
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The remaining shares of our common stock that may be issued under the Lincoln Park Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over a 24-month period beginning on the Commencement Date.
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The purchase price for the shares that we may sell to Lincoln Park under the Lincoln Park Purchase Agreement will fluctuate based on the price of our common stock. Depending on market liquidity at the time, sales of such shares may cause the trading price of our common stock to fall.
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Subject to the terms of the Lincoln Park Purchase Agreement, such as the requirement that the purchase price be at least $0.50 per share (the “Floor Price”), we generally have the right to control the timing and amount of any future sales of our shares to Lincoln Park.
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Additional sales of our common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by us. We may ultimately decide to sell to Lincoln Park all, some, or none of the additional shares of our common stock that may be available for us to sell pursuant to the Lincoln Park Purchase Agreement.
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If and when we do sell shares to Lincoln Park, after Lincoln Park has acquired the shares, Lincoln Park may resell all or some of those shares at any time or from time to time in its discretion. Therefore, sales to Lincoln Park by us could result in substantial dilution to the interests of other holders of our common stock.
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Additionally, the sale of a substantial number of shares of our common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect sales.
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It is not possible to predict the actual number of shares we will sell under the Lincoln Park Purchase Agreement, or the actual gross proceeds resulting from those sales.
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On August 2, 2021, we entered the Lincoln Park Purchase Agreement, pursuant to which Lincoln Park has committed to purchase up to $16.5 million in shares of our common stock, subject to certain limitations and conditions set forth in the Lincoln Park Purchase Agreement.
Removed
The shares of our common stock that may be issued under the Lincoln Park Purchase Agreement may be sold by us to Lincoln Park at our discretion from time to time over an approximately 24-month period commencing on the Commencement Date.
Removed
With exception to the Floor Price requirement, we generally have the right to control the timing and amount of any sales of our shares of common stock under the Lincoln Park Purchase Agreement. Sales of our common stock, if any, under the Lincoln Park Purchase Agreement will depend upon market conditions and other factors to be determined by us.
Removed
We may ultimately decide to sell to Lincoln Park all, some or none of the shares of our common stock that may be available for us to sell pursuant to the Lincoln Park Purchase Agreement.
Removed
Because the purchase price per share to be paid by Lincoln Park for the shares of common stock that we may elect to sell under the Lincoln Park Purchase Agreement, if any, will fluctuate based on the market prices of our common stock at the time we elect to sell pursuant to the Lincoln Park Purchase Agreement, if any, it is not possible for us to predict, as of the date hereof and prior to any such sales, the number of shares of common stock that we will sell under the Lincoln Park Purchase Agreement, the purchase price per share that Lincoln Park will pay for shares (other than the Initial Purchase Shares) purchased from us under the Lincoln Park Purchase Agreement, or the aggregate gross proceeds that we will receive from those purchases under the Lincoln Park Purchase Agreement. 13 Moreover, although the Lincoln Park Purchase Agreement provides that we may sell up to an aggregate of $16.5 million of our common stock to Lincoln Park, we have only registered 4,200,000 shares of our common stock for resale by Lincoln Park, consisting of (i) the 759,109 Initial Purchase Shares that we issued to Lincoln Park in the initial purchase upon our execution of the Lincoln Park Purchase Agreement on August 2, 2021, (ii) the 152,715 Commitment Shares that we previously issued to Lincoln Park upon execution of the Lincoln Park Purchase Agreement as consideration for its commitment to purchase our common stock under the Lincoln Park Purchase Agreement and (ii) up to 3,288,176 shares of common stock that we may elect to sell to Lincoln Park, in our sole discretion, from time to time from and after the Commencement Date under the Lincoln Park Purchase Agreement.
Removed
If after the Commencement Date we elect to sell to Lincoln Park all of the 3,288,176 shares of common stock that are available for sale by us to Lincoln Park in Regular Purchases under the Lincoln Park Purchase Agreement, depending on the market prices of our common stock during the applicable Regular Purchase valuation period for each Regular Purchase made pursuant to the Lincoln Park Purchase Agreement, the actual gross proceeds from the sale of all such shares may be substantially less than the $16.5 million total purchase commitment available to us under the Lincoln Park Purchase Agreement, which could materially adversely affect our liquidity.
Removed
If it becomes necessary for us to issue and sell to Lincoln Park under the Lincoln Park Purchase Agreement more than the 4,200,000 shares in order to receive aggregate gross proceeds equal to the Total Commitment of $16.5 million under the Lincoln Park Purchase Agreement, we must first (i) obtain stockholder approval to issue shares of common stock in excess of the Exchange Cap under the Lincoln Park Purchase Agreement in accordance with applicable Nasdaq rules, unless the average per share purchase price paid by Lincoln Park for all shares of common stock sold under the Lincoln Park Purchase Agreement equals or exceeds $2.1080, in which case, under applicable Nasdaq rules, the Exchange Cap limitation will not apply to issuances and sales of common stock under the Lincoln Park Purchase Agreement, and (ii) file with the SEC one or more additional registration statements to register under the Securities Act the resale by Lincoln Park of any such additional shares of our Common Stock we wish to sell from time to time under the Lincoln Park Purchase Agreement, which the SEC must declare effective, in each case before we may elect to sell any additional shares of our Common Stock to Lincoln Park under the Lincoln Park Purchase Agreement.
Removed
Any issuance and sale by us under the Lincoln Park Purchase Agreement of a substantial amount of shares of common stock in addition to the 4,200,000 shares of common stock by Lincoln Park could cause additional substantial dilution to our stockholders.
Removed
The number of shares of our common stock ultimately offered for sale by Lincoln Park is dependent upon the number of shares of common stock we ultimately sell to Lincoln Park under the Lincoln Park Purchase Agreement. Investors who buy shares at different times will likely pay different prices.
Removed
Pursuant to the Lincoln Park Purchase Agreement, we will have discretion, subject to market demand, to vary the timing, prices, and numbers of shares sold to Lincoln Park.
Removed
If and when we do elect to sell shares of our Common Stock to Lincoln Park pursuant to the Lincoln Park Purchase Agreement, after Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion and at different prices.
Removed
As a result, investors who purchase shares from Lincoln Park in the open market at different times will likely pay different prices for those shares, and so may experience different levels of dilution and in some cases substantial dilution and different outcomes in their investment results.
Removed
Investors may experience a decline in the value of the shares they purchase from Lincoln Park in the open market as a result of future sales made by us to Lincoln Park at prices lower than the prices such investors paid for their shares in this offering.
Removed
We may require additional financing to sustain our operations, without which we may not be able to continue operations, and the terms of subsequent financings may adversely impact our stockholders.
Removed
We may direct Lincoln Park to purchase up to $16.5 million worth of shares of our common stock under our agreement over a 24-month period generally in amounts up to 50,000 shares of our common stock (such purchases, “Regular Purchases”), which may be increased to up to 150,000 shares of our common stock depending on the market price of our common stock at the time of sale, and, Lincoln Park’s committed obligation under any Regular Purchase shall not exceed $1,000,000. 14 The extent we rely on Lincoln Park as a source of funding will depend on a number of factors including the prevailing market price of our common stock and the extent to which we are able to secure working capital from other sources.
Removed
If obtaining sufficient funding from Lincoln Park were to prove unavailable or prohibitively dilutive, we will need to secure another source of funding in order to satisfy our working capital needs.
Removed
Even if we sell all $16.5 million under the Lincoln Park Purchase Agreement to Lincoln Park, we may still need additional capital to finance our future production plans and working capital needs, and we may have to raise funds through the issuance of equity or debt securities.
Removed
Depending on the type and the terms of any financing we pursue, stockholders’ rights and the value of their investment in our common stock could be reduced. A financing could involve one or more types of securities including common stock, convertible debt or warrants to acquire common stock.
Removed
These securities could be issued at or below the then prevailing market price for our common stock. In addition, if we issue secured debt securities, the holders of the debt would have a claim to our assets that would be prior to the rights of stockholders until the debt is paid.
Removed
Interest on these debt securities would increase costs and negatively impact operating results. If the issuance of new securities results in diminished rights to holders of our common stock, the market price of our common stock could be negatively impacted.
Removed
Should the financing we require to sustain our working capital needs be unavailable or prohibitively expensive when we require it, the consequences could be a material adverse effect on our business, operating results, financial condition, and prospects. An active trading market for our common stock may not be sustained.
Removed
We received a written notice from Nasdaq that we have failed to comply with certain listing requirements of the Nasdaq Stock Market, which could result in our common stock being delisted from the Nasdaq Stock Market. On March 8, 2022, we received a notification from Nasdaq related to our failure to maintain a minimum bid price of $1 per share.
Removed
Based on the closing bid price of the Company’s common stock between January 24, 2022 and March 7, 2022, the Company no longer meets the minimum bid price requirement. However, the Nasdaq Listing Rules also provide us a compliance period of 180 calendar days in which to regain compliance.
Removed
On September 6, 2022, Nasdaq granted the Company a second 180 calendar day period to regain compliance by March 6, 2023. If we do not regain compliance with the minimum bid price requirement by the end of the second compliance period, our common stock will become subject to delisting.
Removed
If we are delisted from Nasdaq, our common stock may be eligible for trading on an over-the-counter market. If we are not able to obtain a listing on another stock exchange or quotation service for our common stock, it may be extremely difficult or impossible for stockholders to sell their shares.
Removed
We intend to monitor the closing bid price of our common stock and may be required to seek approval from our stockholders to affect a reverse stock split of the issued and outstanding shares of our common stock. However, there can be no assurance that the reverse stock split would be approved by our stockholders.
Removed
Further, there can be no assurance that the market price per new share of our common stock after the reverse stock split will remain unchanged or increase in proportion to the reduction in the number of old shares of our common stock outstanding before the reverse stock split.
Removed
Even if the reverse stock split is approved by our stockholders, there can be no assurance that we will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing rules.
Removed
If we are delisted from Nasdaq, but obtain a substitute listing for our common stock, it will likely be on a market with less liquidity, and therefore experience potentially more price volatility than experienced on Nasdaq.

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Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed2 unchanged
Biggest changeWe are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 20 PART II
Biggest changeWe are not currently a party to or aware of any proceedings that we believe will have, individually or in the aggregate, a material adverse effect on our business, financial condition, or results of operations. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 16 PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

5 edited+2 added−1 removed1 unchanged
Biggest changeOn December 2, 2021, the Company issued 4,000 shares of its common stock totaling approximately $4,480 in value to various consultants in exchange for strategic investor relations services. These shares vested immediately upon issuance.
Biggest changeThe warrants were issued pursuant to an exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder. On December 20, 2022, the Company issued 3,667 shares of its common stock totaling approximately $10,560 in value to various consultants in exchange for strategic investor relations services. These shares vested immediately upon issuance.
Dividends We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansions of our business.
Dividends We have never paid or declared any cash dividends on our common stock, and we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We intend to retain all available funds and any future earnings to fund the development and expansion of our business.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “AMST.” Shareholders As of September 20, 2022, there were approximately 40 stockholders of record of our common stock.
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Our common stock is trading on the Nasdaq Capital Market under the symbol “AMST.” Shareholders As of September 21, 2023, there were approximately 40 stockholders of record of our common stock.
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. On September 20, 2022, the closing price of our common stock was $0.32.
Because many of our shares of common stock are held by brokers and other institutions on behalf of stockholders, this number is not representative of the total number of beneficial owners of our stock. On September 21, 2023, the closing price of our common stock was $2.55.
Recent Sales of Unregistered Securities During the year ended June 30, 2022, 129,024 options to purchase common stock were issued to employees under our 2018 Equity Incentive Plan. On October 19, 2021, the Company issued 9,901 shares of its common stock totaling approximately $18,218 to various consultants in exchange for strategic investor relations services. These shares vested immediately upon issuance.
Recent Sales of Unregistered Securities During the year ended June 30, 2023, 999 options to purchase common stock were issued to employees under our 2018 Equity Incentive Plan. On July 12, 2022, the Company issued 10,417 shares of its common stock totaling approximately $61,250 in value to various consultants in exchange for strategic investor relations services.
Removed
On May 20, 2022 and June 24, 2022, the Company issued 125,000 shares, respectively, of its common stock totaling approximately $126,250 in value to a consultant in exchange for strategic advisory and digital marketing services. These shares vested immediately upon issuance. The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act.
Added
These shares vested immediately upon issuance. In connection with the Company’s September 2022 public offering of 348,485 shares of common stock, in a concurrent private placement, the Company issued warrants to purchase an aggregate of 348,485 shares of common stock.
Added
Also, during the year ended June 30, 2023, 14,083 shares of common stock were issued to consultants. The foregoing issuances were exempt from registration under Section 4(a)(2) of the Securities Act. ITEM 6. [RESERVED].

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

25 edited+10 added−18 removed25 unchanged
Biggest changeOn 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 of shares of common stock.
Biggest changeOn September 25, 2020, we completed the Offering of 250,000 shares of its 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). 21 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 of shares of common stock.
While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our financial statements. 22 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.
While our significant accounting policies are more fully described in Note 2 in the “Notes to Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our financial statements. 18 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.
We may recognize revenue prior to billing a Customer when we have satisfied or partially satisfied our performance obligations as billings to our Customers may not be made until after the service period has commenced. As of June 30, 2022 and 2021, we do not have any contract assets.
We may recognize revenue prior to billing a Customer when we have satisfied or partially satisfied our performance obligations as billings to our Customers may not be made until after the service period has commenced. As of June 30, 2023 and 2022, we do not have any contract assets.
General and Administrative General and administrative expenses consist primarily of personnel and personnel-related expenses, including executive management, legal, finance, human resources and other departments that do not provide direct operational services. General and administrative expense also includes professional fees and other corporate expense.
General and Administrative 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 expense.
Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of June 30, 2022 and 2021, respectively.
Historically, actual write-offs for uncollectible accounts have not significantly differed from prior estimates. There was no allowance for doubtful accounts on accounts receivable balances as of June 30, 2023 and 2022, respectively.
Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements because of many factors, including those discussed under “Item 1A. Risk Factors” and elsewhere in this Form 10-K. See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Form 10-K.
Our actual results and the timing of events could differ materially from those anticipated by these forward-looking statements because of many factors, including those discussed under “Item 1A. Risk Factors” and elsewhere in this Form 10-K.
In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities. Results of Operations Revenue We generated revenues of $697,001 for the year ended June 30, 2022 as compared to $674,580 for the year ended June 30, 2021.
In these contracts, the license fees received in advance of the platform’s launch are recorded as contract liabilities. Results of Operations Revenue We generated revenues of $845,009 for the year ended June 30, 2023 as compared to $697,001 for the year ended June 30, 2022.
During the year ended June 30, 2022, three customers comprised approximately 69% of total revenue. During the year ended June 30, 2021, two customers comprised approximately 76% of total revenue. 23 We also receive fees that are fixed in nature, such as annual license and maintenance charges.
During the year ended June 30, 2023, five Customers comprised approximately 84% of total revenue. During the year ended June 30, 2022, three Customers comprised approximately 69% of total revenue. We also receive fees that are fixed in nature, such as annual license and maintenance charges.
On August 2, 2021, we sold 759,109 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 152,715 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement.
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 12,726 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 an offering of common stock and received approximately $2.51 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs (Note 6 to the Financial Statements). As of June 30, 2022, our cash balance totaled $7,155,367.
On February 16, 2022, we closed on an offering of common stock and received approximately $2.51 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs (Note 4 to the Financial Statements).
We do not disclose the value of unsatisfied performance obligations because the consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance).
When standalone selling prices are not observable, we utilize a cost-plus margin approach to allocate the transaction price. 19 We do not disclose the value of unsatisfied performance obligations because the consideration is allocated entirely to a wholly unsatisfied promise to transfer a service that forms part of a single performance obligation (i.e., consideration received is based on the level of product offerings, which is unknown in advance).
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 twelve months ended June 30, 2022 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.
See “Cautionary Note Regarding Forward-Looking Statements” included elsewhere in this Form 10-K. 17 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 twelve months ended June 30, 2023 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.
General and administrative expenses for the year ended June 30, 2022, were $5,183,863 as compared to $4,620,431 for the year ended June 30, 2021.
General and administrative expenses for the year ended June 30, 2023, were $2,492,777 as compared to $5,183,863 for the year ended June 30, 2022.
This performance obligation is satisfied as the Partners receive and consume benefits, which occurs ratably over the contract term. Occasionally, we will provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract.
We routinely provide professional services, such as custom development, non-complex implementation activities, training, and other various professional services. We evaluate these services to determine if they are distinct and separately identifiable in the context of the contract.
Revenue related to licensing arrangements recognized in a given time period will consist of contracts that went live in the current period or that went live in previous periods and are currently ongoing. 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.
Revenue related to our licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery. Revenue related to licensing arrangements recognized in a given time period will consist of contracts that went live in the current period or that went live in previous periods and are currently ongoing.
Our net loss from operations decreased because of the changes noted above. 25 Capital Expenditures During the years ended June 30, 2022 and 2021, we had capital asset additions of $616,235 and $842,326, respectively, which were comprised of $599,660 and $768,899 respectively, in capitalized technology and content development, and $16,575 and $73,427, respectively, of property and equipment, including primarily computer equipment and software.
Capital Expenditures During the years ended June 30, 2023 and 2022, we had capital asset additions of $396,033 and $616,235, respectively, which were comprised of $368,909 and $599,660 respectively, in capitalized technology and content development, and $27,124 and $16,575, respectively, of property and equipment, including primarily computer equipment and software.
Net Loss Our net loss for the year ended June 30, 2022 was $9,059,923 as compared to a net loss for the year ended June 30, 2021 of $11,586,292.
Net Loss Our net loss for the year ended June 30, 2023 was $4,153,303 as compared to a net loss for the year ended June 30, 2022 of $9,059,923. The loss was substantially lower during the year ended June 30, 2023 compared to 2022 as a result of the savings discussed above.
Our contracts with Customers typically have at least a term of one year and have a single performance obligation. The promises to set up and provide a hosted platform of tightly integrated technology and services Partners need to attract, enroll, educate, and support students are not distinct within the context of the contracts.
The promises to set up and provide a hosted platform of tightly integrated technology and services partners need to attract, enroll, educate, and support learners are not distinct within the context of the contracts. This performance obligation is satisfied as the partners receive and consume benefits, which occurs ratably over the contract term.
Technology and content expense also include the amortization of capitalized software costs. Technology and content development expenses for the year ended June 30, 2022, were $3,059,962 as compared to $2,276,555 for the year ended June 30, 2021.
Technology and content expenses also include the amortization of capitalized software costs. Technology and content development expenses for the year ended June 30, 2023, were $1,523,547 as compared to $3,059,962 for the year ended June 30, 2022. The decrease of $1,536,415 is primarily due to savings in employee payroll and contracted programming.
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. 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.
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.
Sales and marketing expenses for the year ended June 30, 2022 were $1,509,694 as compared to $1,751,606 for the year ended June 30, 2021.
Sales and marketing expenses for the year ended June 30, 2023 were $1,053,193 as compared to $1,509,694 for the year ended June 30, 2022. The decrease of $456,501 is primarily due to savings with outside vendors.
Interest expense amounted to $12,635 for the year ended June 30, 2022 as compared to interest expense (including amortization of issuance costs) of $3,613,873 for the year ended June 30, 2021. See Note 8 to Notes to Financial Statements.
Interest Income For the year ended June 30, 2023, interest income totaled $72,824 as compared to interest income of $9,230 for the year ended June 30, 2022. Interest Expense. Interest expense amounted to $1,619 for the year ended June 30, 2023 as compared to interest expense (including amortization of issuance costs) of $12,635 for the year ended June 30, 2022.
The increase of $563,432 is primarily due to stock-based compensation related to stock awards and options issued to its employees and board members in the fiscal year 2022. 24 Technology and Content Development Technology and content development expenses consist primarily of personnel and personnel-related expense and contracted services associated with the ongoing improvement and maintenance of our platform as well as hosting and licensing costs.
The decrease of $2,691,086 is primarily due to savings in the areas of employee payroll, legal and audit, and insurance. 20 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.
Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Notes 4 and 6 in the Notes to Financial Statements.
Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Notes 4 and 6 in the Notes to Financial Statements. Revenue Recognition We generate substantially all our revenue from contractual arrangements with our Customers to provide a comprehensive platform of tightly integrated technology and technology enabled services related to product offerings.
A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other fees for course development and miscellaneous items.
We derive revenue from annual licensing arrangements, including maintenance fees, setup fees and other fees for course development and miscellaneous items. Our contracts with Customers typically have a term of at least one year and have at least a single performance obligation.
Removed
We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $9,059,923 for the twelve months ended June 30, 2022, and we incurred a net loss of $29,277,016 for the period from November 14, 2017 (date of incorporation) to June 30, 2022.
Added
On February 15, 2023, the Company held a special meeting of stockholders (the “Special Meeting”).
Removed
The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.
Added
At the Special Meeting, the stockholders also approved a proposal to amend the Company’s certificate of incorporation to effect a reverse split of the Company’s outstanding shares of common stock, par value $0.0001 at a specific ratio within a range of one-for five (1-for-5) to a maximum of one-for-fifty (1-for-50) to be determined by the Company’s board of directors in its sole discretion.
Removed
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 financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable .
Added
Following the Special Meeting, the board of directors approved a one-for-twelve (1-for-12) reverse split of the Company’s issued and outstanding shares of common stock (the “Reverse Stock Split”).
Removed
The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.
Added
On February 21, 2023, the Company filed with the Secretary of State of the State of Delaware a certificate of amendment to its certificate of incorporation (the “Certificate of Amendment”) to affect the Reverse Stock Split. The Reverse Stock Split became effective as of 4:01 p.m.
Removed
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.
Added
Eastern Time on February 21, 2023, and the Company’s common stock began trading on a split-adjusted basis when the Nasdaq Stock Market opened on February 22, 2023. The Reverse Stock Split did not change the par value of the Company's common stock.
Removed
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. Basis of Presentation The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC.
Added
Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole post-Reverse Stock Split share. All outstanding securities entitling their holders to acquire shares of common stock were adjusted as a result of the Reverse Stock Split.
Removed
Revenue Recognition We generate substantially all our revenue from contractual arrangements with businesses, colleges and universities and K-12 schools to provide a comprehensive platform of tightly integrated technology and technology enabled services related to product offerings. Revenue related to our licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery.
Added
All common share and per share data are retrospectively restated to give effect to the Reverse Stock Split for all periods presented herein. We are not currently profitable, and we cannot provide any assurance that we will ever be profitable.
Removed
When standalone selling prices are not observable, we utilize a cost-plus margin approach to allocate the transaction price.
Added
We incurred a net loss of $(4,153,303) for the twelve months ended June 30, 2023, and we incurred a net loss of $(33,449,021) for the period from November 14, 2017 (date of incorporation) to June 30, 2023. Basis of Presentation The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC.
Removed
The increase of $783,407 is primarily due to the recognition of a settlement obligation to a vendor for early termination of its agreement amounting to $229,076 in 2022, increase in the amortization of capitalized software and overall increase in payroll in fiscal year 2022.
Added
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.
Removed
The decrease of $241,912 is primarily due to significantly increased expenditures in the fiscal year 2021 as the Company increased focus on digital presence to drive lead generation and pipeline growth in support of the sales and marketing division.
Added
On September 1, 2022, we closed a public offering of 348,485 shares of common stock and a concurrent private placement of warrants to purchase 348,485 shares of common stock at a combined purchase price of $6.60 per share. The net proceeds to the Company were approximately $1.85 million. As of June 30, 2023, our cash balance totaled $5.36 million.
Removed
In 2021, the Company focused on creation of value-added content, social posts and case studies which did not occur in significance in 2022. Interest Income For the year ended June 30, 2022, interest income totaled $9,230 as compared to interest income of $1,593 for the year ended June 30, 2021. Interest Expense.
Removed
The loss was substantially lower during the year ended June 30, 2022 compared to 2021 as a result of interest expense incurred in connection with our Offering in the prior fiscal year.
Removed
On September 25, 2020, we completed the Offering of 3,000,000 shares of its common stock, $0.0001 par value per share, at an offering price of $5.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs).
Removed
In addition, the Company has received a notice from the Nasdaq related to their failure to maintain a minimum bid price of $1 per share. The Company is not currently in compliance with the Nasdaq listing rules and if the Company does not regain compliance, the common stock of the Company could be delisted from the Nasdaq exchange.
Removed
If the Company’s common stock is delisted, it may affect the Company’s ability to obtain financing, trade or sell shares of their common stock, and/or forecasted operations could be negatively impacted in an amount that the Company cannot currently quantify. The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change.
Removed
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 financial statements; however, there is uncertainty in the forecast and therefore the Company cannot assert that it is probable .
Removed
The Company has considered both quantitative and qualitative factors that are known or reasonably knowable as of the date of these financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.
Removed
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.

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