UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended June 30, ~~2019~~ 2020

☐ 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: 000-55804

AMESITE INC.

(Exact name of registrant as specified in its charter)

Delaware		82-1433756
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)
205 East Washington Street, Suite B Ann Arbor, Michigan		48104
607 Shelby Street, Suite 700 PMB 214 Detroit, Michigan		48226
(Address of principal executive offices)		(Zip Code)

(~~650~~734) ~~516~~ 876-~~7633~~8141

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: None.

Common Stock, par value $0.0001 (Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 ~~fi les~~files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

No market value for common stock held by non-affiliates as of the last business day of the registrant’s most recently completed second fiscal quarter has been computed due to the fact there is no public market for the registrant’s common stock.

On September 3014, ~~2019~~2020, there were 1516,~~050~~231,~~556~~821 shares common stock of the registrant, par value $0.0001 per share, issued and outstanding.

EXPLANATORY NOTE

On February 18, 2020, Amesite Inc. (the “Company,” “we,” “us,” “our” or “Amesite”) filed a certification and notice of termination of registration under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) on Form 15 with the Securities and Exchange Commission (the “Commission”). The Company is filing this Annual Report on Form 10-K with the Commission to comply with its remaining reporting obligations under Section 15(d) of the Exchange Act. As of the fiscal year ended June 30, 2020, the Company had less than 300 shareholders. Accordingly, pursuant to Section 15(d) of the Exchange Act, upon the filing of this Annual Report on Form 10-K, the Company’s reporting obligations are suspended.

TABLE OF CONTENTS

		Page
Special Note Regarding Forward-Looking Statements		ii
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	85
Item 1B.	Unresolved Staff Comments	1811
Item 2.	Properties	1811
Item 3.	Legal Proceedings	1811
Item 4.	Mine Safety Disclosures	1811
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1912
Item 6.	Selected Financial Data	2012
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2113
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2217
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosures	2318
Item 9A.	Controls and Procedures	2318
Item 9B.	Other Information	2318
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	2419
Item 11.	Executive Compensation	3226
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3732
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3834
Item 14.	Principal Accountant Fees and Services	3935
PART IV
Item 15.	Exhibits and Financial Statement Schedules	4036
Item 16.	Form 10-K Summary	4137
SIGNATURES		4238

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, including the sections entitled “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business,” contains express or implied forward-looking statements that are based on our management’s beliefs and assumptions and on information currently available to our management. All statements other than statements of historical fact contained in this Annual Report on Form 10-K are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “could,” “will,” “would,” “should,” “expect,” “plan,”, “anticipate,” “believe,” “estimate,” “intend,” “predict,” “seek,” “contemplate,” “project,” “continue,” “potential,” “ongoing” or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements about:

●

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

●

other risks and uncertainties, including those listed under the caption “Risk Factors.”

These statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under the section titled “Item 1A. Risk Factors” and elsewhere in this Annual Report on Form 10-K.

Any forward-looking statement in this Annual Report on Form 10-K reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read this Annual Report on Form 10-K, and the documents that we reference herein and have filed as exhibits hereto completely and with the understanding that our actual future results may be materially different from any future results expressed or implied by these forward-looking statements. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.

This Annual Report on Form 10-K also contains, or may contain, estimates, projections and other information concerning our industry, our business and the markets for our products, including data regarding the estimated size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and other data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.

PART I

Unless otherwise stated or the context otherwise requires, references to “Amesite,” the “Company,” “we,” “our,” “us,” or similar terms refer to Amesite Inc. and our wholly-owned subsidiary, Amesite Operating Company. Amesite Operating Company holds all material assets and conducts all business activities and operations of the Company.

Item 1. Business.

Overview

We are aan ~~development stage~~ artificial intelligence ~~software company targeting the college course market. We are creating a cloud-based~~driven platform ~~for college~~ and ~~university~~course ~~courses~~designer tothat berapidly ~~delivered~~provides tocustomized, ~~learners~~high ~~online~~performance and inscalable ~~hybrid~~ online /products onfor ~~campus~~schools ~~formats.~~and businesses. We ~~plan to~~ use machine learning to provide a novel, mass customized experience to learners. Our ~~intended~~ customers are ~~universities~~businesses, ~~and~~universities and colleges, and weK-12 schools. We are passionate about improving the learner experience and learner outcomes in ~~college~~online ~~courses~~learning products, and improving ~~colleges~~ our customers’ ability to create and deliver both. We are focused on creating the best possible technology solutions and have been awarded an innovation award for our product. We are committed to our team, and have twice been recognized with workplace excellence awards.

Our Strategy

We ~~will~~ work closely with our customers to deliver online ~~college~~learning ~~courses,~~products. ~~and~~Our ~~share~~business ~~the~~model ~~revenue~~offers ~~that~~flexibility for our customers, ~~receive~~either ~~from~~in ~~learners. We~~sharing ~~will~~revenue ~~convert~~or ~~customer~~in ~~content~~licensing ~~onto~~ our platform ~~proprietary~~and ~~platform~~paying fees to us to create, launch and ~~use~~maintain ~~the~~learning ~~proprietary~~products. ~~data~~We wehave ~~collect~~entered oninto ~~learner~~master ~~behavior~~service ~~and~~agreements ~~responses~~ with ~~their~~our ~~consent~~customers, toincluding, ~~deliver~~but tonot ~~learners~~limited ~~engaging~~to, ~~effective~~universities ~~college~~and ~~courses.~~The WeHenry ~~aim~~Ford, toas ~~reduce~~well ~~college~~as ~~operating~~statements ~~costs,~~of work detailing the ~~and~~services ~~improve~~to ~~learner~~be ~~experience~~rendered and ~~performance~~programs or products to be delivered on the platform. ~~Customers~~We ~~will~~convert ~~generate~~customer content, ~~admit~~onto ~~and~~our ~~enroll learners~~proprietary platform, ~~approve~~or ofgenerate ~~assessments, grading~~content ~~and~~for ~~engagement~~our ~~techniques~~customers, and ~~deliver~~use ~~grades~~the proprietary data we collect on learner behavior and ~~credits~~responses with their consent, to deliver to learners. ~~Courses~~engaging, ~~will~~effective becollege ~~branded~~courses. ~~according~~We aim to ~~customer~~reduce ~~norms, and~~the ~~will~~cost beof ~~marketed~~delivering ~~collaboratively~~outstanding online learning products, asand ~~customer~~improve ~~products~~learner experience and performance.

We adapt to market needs for learning by adapting our platform’s back-end software (“codestack”) to deliver products our customers need. Educational institutions (EIs) and businesses have many needs for online tools and products that involve learning, beyond traditional courses, modules or programs. Our codestack offers the ability to curate information in real time for our customers and our business model enables ~~Proprietary~~us ~~Technology~~to generate content rapidly. Thus, we consider it a core part of our business to be continually seeking opportunities to adapt our platform into new areas.

~~Large, lecture-based~~Our ~~college~~Proprietary courses offer the opportunity to collect substantial datasets impractical for instructors to collect, but highly relevant to individuals’ learning experience and outcomes. College instructors are unable to customize delivery of information based on learners’ habits, given their present inability to collect and analyze learners’ data. We plan to implement machine learning algorithms to enable mass customized learning in higher education, freeing instructors from routine analysis and enabling delivery of information only possible with specific data on behaviors and preferences of individual learners. Much as artificial intelligence algorithms presently recognize, and respond to natural language on commercial platforms, predict behaviors and deliver suggestions, our algorithms will assist learners in accessing, utilizing and remaining engaged with course material.Technology

~~Learner data~~We ~~will~~believe bethat ~~collected~~online ~~with~~learning ~~learner~~products are ~~permission,~~essential ~~and~~for ~~information about learner behavior~~accessibility, ~~study~~engagement ~~preferences~~ and ~~preference~~scalability for ~~types of~~educational ~~material~~institutions ~~delivered~~and asbusinesses ~~part~~alike. ofWe ~~college~~utilize ~~courses,~~artificial intelligence ~~will be used~~ to ~~improve~~achieve ~~learning~~improved ~~outcomes~~engagement, and ~~learner~~continuous ~~experiences.~~integration Weof ~~will~~current, ~~validate algorithms~~qualified ~~using~~information ~~both~~into ~~offline~~our ~~and~~learning ~~online testing~~products.

~~By correlating~~Our ~~learner~~technology ~~behaviors~~utilizes ~~with~~a ~~specific~~flexible ~~outcomes~~and scalable asfull ~~identified~~stack bysolution, ~~qualified~~with ~~instructors,~~robust wetools ~~will~~powering ~~train~~front-end ~~our~~technology. Our ~~algorithms~~code ~~specifically~~architecture offers outstanding ~~for~~accessibility ~~important~~and ~~college~~agility ~~course~~for ~~outcomes~~engineers, ~~enabling~~using itbest-in-class tolanguages befor aboth ~~useful~~client ~~tool~~and ~~for~~server-side ~~instructors~~functions. We ~~believe~~also ~~that~~use ~~the~~tools employed ~~combinations~~by ofmany ~~information that~~high-end ~~will~~platforms, beincluding ~~collected~~Netflix ~~through~~and ~~our~~PayPal. ~~educational~~Our ~~products~~architecture enables us to achieve full integration of best-in-class third party tools, and ~~outcomes~~custom-built ~~measured~~features, ~~using~~delivering ~~our~~on-demand ~~online~~and ~~learning~~as-needed, ~~products~~such ~~will~~as beleading ~~unique~~calendar platform integrations, and ~~constantly~~high ~~improved~~quality, encrypted video calling.

~~We will~~Our ~~never~~architecture ~~sell~~enables orus ~~distribute~~to ~~our~~utilize artificial ~~learner~~intelligence ~~data~~algorithms to ~~third~~ultimately ~~parties~~improve ~~without~~learning ~~the explicit permission of learners~~outcomes. Much Weas ~~will~~artificial ~~not~~intelligence ~~deliver~~algorithms ~~unwanted~~presently ~~content~~recognize, orand ~~advertising~~respond to ~~learners~~natural orlanguage toon ~~customer~~commercial ~~personnel.~~platforms, ~~Our~~predict ~~proprietary~~behaviors ~~technology~~and isdeliver ~~developed~~suggestions, ~~solely~~our ~~for purposes~~algorithms ofhave ~~improving~~been ~~learner~~developed ~~experiences~~to ~~and~~assist ~~outcomes~~learners in accessing, utilizing and ~~improving~~remaining ~~the~~engaged ~~ability~~with ofplatform ~~college~~content, ~~and~~their ~~university~~ instructors and ~~other staff~~ totheir ~~deliver outstanding educational products~~peers.

-1-

We ~~are~~ ~~committed~~generate tocontent ~~protecting~~for ~~the data we collect. Towards this end, we plan to utilize blockchain technology in~~ our ~~online platform.~~customers ~~The~~using ~~blockchain is an electronic ledger created by a decentralized, distributed computing network that is highly resistant to modification of data. As such,~~ the ~~technology~~highest ~~has~~standards ~~been~~in ~~used~~academia ~~to create cryptocurrencies, with the intention of creating durable, tradeable~~ and ~~stateless~~ ~~assets. While frequently associated with cryptocurrencies~~business, ~~the blockchain technology has other applications, including being used to encode~~ and ~~then~~our ~~enable readout of data for~~ business ~~purposes.~~model ~~The~~enables ~~blockchain~~us ~~is presently considered~~ to bedeliver ~~among the~~content ~~more~~for ~~secure~~our ~~methods~~customers ~~to encode data,~~ efficiently and ~~thus offers a means to store important data which can be publicly read out, without modification of the data set~~rapidly. Rapidly Weevolving ~~intend~~technology tohas ~~utilize~~driven the ~~blockchain~~need ~~as a bookkeeping device~~ to ~~store~~continuously ~~information~~upskill ~~about~~students ~~learner credentials. Presently, most universities~~ and ~~colleges in the United States individually manage applications~~workforces, ~~enrollment,~~ and ~~graduation~~we oruse the ~~issuance~~highest ofpossible ~~non-degree~~standards ~~credentials, such as certificates. Transcripts and other records from institutions are issued~~ to ~~students or~~deliver ~~former~~this ~~students,~~content oraccording ~~sent directly~~ to ~~other~~customer ~~institutions,~~needs. ~~workplaces,~~This ~~employment~~substantially ~~agencies,~~reduces or the ~~government.~~time Weit ~~believe that~~takes ~~a blockchained database~~ for ~~higher~~traditional ~~education~~program ~~could~~creation ~~deliver~~by ~~efficiencies~~EIs toor ~~both learners and institutions~~businesses. ~~We will face certain risks and challenges in implementing the blockchain, including, but not limited to:~~

●We market to our customers, and enable them to offer and monetize learning products, or to deliver learning products to their own employees efficiently and cost effectively. Our customers want the ~~risk~~capability of ~~inability~~delivery to ~~encode~~their ~~data~~own ~~properly;~~customers, and are best able to market to them. We deliver the content and technology to enable this.

●We protect and utilize learner data solely to improve learning outcomes. 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. By correlating learner behaviors with specific outcomes as identified by qualified instructors, we will train our algorithms specifically for important learning outcomes, enabling it to be a useful tool for instructors. We believe that the ~~risk~~combinations of information that ~~institutions~~will be collected through our educational products, and outcomes measured using our online learning products will be ~~reluctant~~unique, and constantly improved. We will never sell or ~~unwilling~~distribute our learner data to ~~embrace~~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 ~~recognize~~outcomes, ~~encoded~~and ~~data;~~improving the ability of our customers to deliver outstanding educational products.

●Our ~~the~~Research ~~risk that the encoding of data in the blockchain will prove unwieldy~~ and ~~therefore~~Development ~~less preferred than traditional methods;~~Programs

●We ~~uncertainty~~use inadvanced ~~determining~~technologies ~~how~~to ~~fast~~create effective anand ~~innovative~~accessible ~~technology~~learning ~~will~~environments. beWe ~~accepted~~seek byto ~~the~~improve ~~target~~learning ~~market~~at many levels, ifincluding atK-12, ~~all;~~college and professional. Our research and development programs will expand continuously based on learner preferences, outcomes and the desires of our customers. Some of these will include:

● ~~the~~Improvements ~~risk~~in ~~that~~learner ~~the~~engagement ~~development~~with ofcloud-based ~~blockchain~~platforms. ~~technology~~We ~~could~~will becontinuously ~~stifled~~gather ordata ~~otherwise~~on ~~adversely~~how ~~impacted~~learners byengage ~~regulatory~~with ~~uncertainty~~us and other online platforms, and conduct research and development to create and incorporate useful tools for learning on our platform.

~~Key Differences~~● ~~Between~~Improvements ~~Public~~in instructor experience using our platform. We will continuously develop tools designed to improve the ability of our customers to deliver timely and ~~Private~~relevant ~~Blockchain~~content, ~~Solutions~~deliver assessments which are fair, correctly represent educational objectives and give repeatable outcomes when employed on our platform.

~~Public Blockchain~~● Integration of new technology in the delivery of learning products. We will continuously develop improvements to our technology stack, inventing and integrating best-in-class online engagement features. These will range from invention of novel user experience features, to integration of capabilities offered by other vendors and developers. A “technology stack” is a combination of software products and programming languages used to create our platform.

~~The major~~● ~~distinction~~Qualification ~~between~~of ~~public~~information ~~and~~for ~~private~~use ~~blockchain~~by islearners ~~related~~in toall ~~who~~sectors. isWe ~~allowed~~plan to ~~participate~~provide inboth ~~the~~our ~~network,~~customers ~~execute~~and our learners with the ~~consensus~~ ~~protocol~~constantly ~~and~~improving ~~maintain~~ability ~~the~~to ~~shared~~find ~~ledger.~~and Aintegrate ~~public~~qualified ~~blockchain~~information ~~network~~into isproducts ~~completely~~on ~~open~~our platform, and ~~anyone~~maximize ~~can~~learner ~~join~~ability ~~and~~to ~~participate in~~utilize qualified information, designed to offer learners the ~~network.~~most ~~The~~carefully ~~network~~curated, ~~typically~~most ~~has~~relevant, antimely ~~incentivizing~~and ~~mechanism~~engaging tomaterials ~~encourage~~in ~~more~~every ~~participants~~discipline toin ~~join~~which ~~the~~we ~~network~~offer products.

~~One of~~Our ~~the~~Intellectual drawbacks of a public blockchain is the substantial amount of computational power that is necessary to maintain a distributed ledger at a large scale. More specifically, to achieve consensus, each node in a network must solve a complex, resource-intensive cryptographic problem called a proof of work to ensure all are in sync.Property

~~Public blockchains~~Our ~~are~~intellectual ~~designed~~property torights beinclude patent ~~standalone~~applications, intrade ~~the~~secrets, ~~sense~~trademark ~~that~~rights, ~~they~~and ~~eliminate~~contractual ~~the~~agreements. ~~need~~Our ~~for~~patent ~~intermediaries~~applications inare ~~exchanges~~directed ~~of assets. Because they have~~ to beour ~~multiply redundant~~proprietary technology, ~~they~~including ~~can~~an beartificial ~~slower~~intelligence ~~and~~platform ~~costlier~~for ~~to operate~~learning, ~~but~~and ~~are~~will ~~generally~~seek ~~regarded~~patent asprotection ~~more secure~~ for ~~the~~our ~~same~~designs, ~~reason~~development, and ofrelated ~~redundancy.~~alternatives ~~Public~~by ~~blockchain~~filing ~~solutions~~and ~~are~~prosecuting ~~most~~patent ~~appropriate for decentralized~~ applications ~~similar~~in ~~to how~~the weU.S. ~~plan~~and toother ~~use~~countries ~~blockchain~~as ~~in our business~~appropriate.

~~Private~~We currently have seven pending U.S. patent ~~Blockchain~~applications, including one to cover the artificial intelligence platform, and others related to security, power consumption, blockchain, design and other technologies, including methods and systems. Any patent issued from these applications are expected to expire in 2038, not including any applicable patent term adjustment or extension or design patents.

Private blockchains use permissioned nodes that must be validated by either the starter of the network or a set of rules put in place by the starter. Businesses which set up private blockchains, generally set up a permissioned network. This restricts access to the network for certain transactions. Unlike a public blockchain network which is completely open and anyone can join and participate in the network, participants need to obtain an invitation or permission to join a private blockchain network. The access control mechanism may vary such that: existing participants could decide future entrants, a regulatory authority could issue licenses for participation, or a consortium could make the decisions. Once an entity has joined the network, it will play a role in maintaining the blockchain in a decentralized manner. Private blockchains are typically faster and less expensive to maintain and manage than public blockchains.2

~~One of~~We ~~the drawbacks of a private blockchain is only certain members~~ have ~~access~~protected ~~within~~our ~~the~~source ~~blockchain.~~codes, ~~This is useful if there’s~~methodologies, noalgorithms, ~~need~~and ~~for~~techniques ~~anybody~~directed ~~outside of the blockchain~~ to ~~become~~other ~~part~~aspects of ~~the~~our ~~chain,~~artificial ~~However,~~intelligence welearning ~~anticipate~~platform ~~needing~~using ~~multiple~~our ~~users~~trade insecret ~~the~~rights. ~~university~~We ~~setting~~have filed intent-to-use ~~have~~trademarks ~~access~~for toAMESITETM and ~~transcript~~KEEP ~~data~~LEARNINGTM with ~~which~~the isUnited ~~one~~States Patent ofand ~~the~~Trademark ~~potential~~Office. ~~disadvantages~~We ofhave ~~using~~also asecured ~~private~~domain ~~blockchain solution~~names, inincluding ~~our~~amesite.com, ~~business~~amesite.co, amesite.net, and others.

We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companies, and any other third party that creates intellectual property for us or that assign any intellectual property rights to us. Portions of our platform may rely upon third-2-party licensed intellectual property.

~~Although we~~We ~~are~~have ~~still~~established inbusiness ~~the~~procedures designed ~~process of determining whether~~ to ~~utilize~~maintain ~~private or public blockchain solutions provided by third parties in~~ the ~~context~~confidentiality of our ~~business~~proprietary weinformation, ~~believe~~including ~~that a public blockchain solution might be~~ the ~~most~~use ~~appropriate~~of ~~for~~confidentiality ~~our~~agreements ~~business~~with ~~even~~employees, ~~though~~independent ~~public~~contractors, ~~blockchain~~consultants ~~solutions are typically slower~~ and ~~more~~entities ~~expensive~~with ~~than~~which ~~private~~we ~~blockchain~~conduct ~~solutions for the following reasons:~~business.

● Given the cutting edge nature of the blockchain industry it is difficult to find blockchain professionals to develop private blockchain solutions given the relatively small talent pool and the general “renegade” nature of the field; andCompetition

●The Weon-line ~~believe~~and ~~that~~software ~~there~~industries for higher education are acharacterized ~~sufficient~~by ~~number~~rapid evolution of ~~qualified~~technologies, ~~contractors~~fierce wecompetition, ~~can~~government ~~use~~regulation, ~~with~~and ~~little/no~~strong ~~risk~~defense of ~~(learners~~intellectual ~~can~~property. ~~always~~The ~~pull~~overall amarket ~~transcript~~for astechnology ~~they~~solutions ~~would~~that ~~traditionally~~enable providers to deliver education online is highly fragmented, ~~from~~rapidly ~~the~~evolving ~~registrar~~and orsubject ~~transcript~~to ~~office~~changing technology, shifting needs of ~~their~~learners ~~university)~~and ~~because~~educators inand ~~the~~frequent ~~case~~introductions of new methods of ~~problems~~delivering ~~such~~education asonline. ~~data~~While ~~breaches~~we believe that our platform, programs, technology, knowledge, experience, and resources provide us with competitive advantages, we ~~feel~~face ~~that~~competition ~~the~~from ~~way~~major ~~those~~on-line ~~would~~companies, beacademic ~~handled~~institutions, governmental ~~(routinely)~~agencies, byand ~~big~~public ~~contractors~~and isprivate ~~sufficient~~research institutions, among others.

~~Internally, we~~Any ~~have~~learning ~~not~~product ~~begun~~that ~~work~~we ~~to design or~~ successfully develop ~~blockchain~~and ~~technology;~~commercialize ~~our~~will ~~invention~~compete iswith incurrent ~~the~~learning ~~area~~products. ofKey ~~utilization~~product offeatures ~~the~~that ~~tool~~would ~~to record~~affect ~~transactions in academia in the public ledger. It is~~ our ~~intention~~ability to ~~innovate in the area of use of publicly-validated~~effectively ~~tools~~compete inwith ~~the~~other ~~conduct~~course ofofferings ~~our~~include ~~business~~efficiency, ~~rather~~security ~~than~~and ~~in creating specialized~~convenience, ~~private~~and ~~currencies~~availability. ~~Given~~Our ~~the~~competitors ~~small~~fall ~~role blockchain~~primarily ~~will~~into ~~play in our overall business we don’t believe~~ the ~~costs~~following ~~associate with utilizing a public or private blockchain solution provided by a third party will have a material impact on our operations, revenues, if any or capital expenditures.~~groups:

~~Our Research~~● Online Program Management (OPM) firms, who create and ~~Development~~launch ~~Programs~~educational products for EIs and businesses, using either their own or others’ Learning Management Systems (LMSs).

~~We will~~● ~~use~~Learning ~~advanced~~Management ~~technologies~~System to(LMS) ~~create~~technology ~~effective and accessible higher learning environments. We seek to improve the college experience by targeting the earliest~~firms, ~~foundational,~~who ~~core~~offer ~~courses~~technology ~~that~~platforms ~~are~~suitable ~~required in order~~ for ~~learners~~offering toonline ~~achieve~~educational ~~college~~or ~~degrees. These~~training courses form the building blocks for higher education learning and professional contribution. Our research and development programs will expand continuously based on learner preferences, outcomes and the desires of our customer colleges and universities. Some of these will include:products

● ~~Improvements~~Learning inproduct ~~learner~~aggregators, ~~engagement~~who ~~with~~offer ~~cloud-based~~multiple ~~platforms.~~institutions’ Weor ~~will~~businesses’ ~~continuously~~learning ~~gather~~products ~~data~~ on ~~how learners engage with us and other~~ online platforms, ~~and~~for ~~conduct~~direct ~~research~~purchase ~~and~~by ~~development~~learners, toor ~~create~~through ~~and~~licenses ~~incorporate~~by ~~useful tools for learning on our platform~~institutions.

●Many ~~Improvements~~of the companies, colleges, or universities against which we may compete have significantly greater financial resources and expertise in ~~instructor~~education, ~~experience~~software ~~using~~design ~~our~~and ~~platform.~~development, and Wehave ~~will~~already ~~continuously~~obtained ~~develop~~approvals ~~tools~~and ~~designed~~marketing toapproved ~~improve~~products. ~~the~~Smaller ~~ability~~or ofearly-stage ~~our~~companies ~~customers~~may also prove to ~~deliver~~be ~~timely~~significant competitors, particularly through collaborative arrangements with large and ~~relevant~~established ~~content,~~companies. ~~deliver~~These ~~assessments~~competitors ~~which~~also ~~are~~compete with ~~fair,~~us ~~correctly~~in ~~represent~~recruiting ~~educational~~and ~~objectives~~retaining qualified engineers, scientists, and ~~give~~management ~~repeatable~~personnel, ~~outcomes~~as ~~when~~well ~~employed~~as onin acquiring technologies complementary to, or necessary for, our ~~platform~~programs.

●We ~~Algorithms~~expect ~~for~~that ~~optimizing~~the ~~learning~~competitive ~~products for those pursuing college degrees. We~~ landscape will ~~conduct~~continue ~~research~~ to ~~improve~~expand as the ~~efficiency~~market ~~and~~for ~~robustness~~online ofprograms ~~our~~at ~~algorithms,~~nonprofit ~~employing~~institutions ~~mixed models to deliver validated tools~~matures. We ~~will~~believe ~~use~~the ~~our~~principal ~~algorithms~~competitive factors toin ~~deliver~~our ~~solutions~~market ~~for~~include ~~seeking~~the ~~courses, determining their transferability, and determining their applicability toward degrees.~~following:

● ~~Qualification~~brand ofawareness ~~information for use by learners at the college level. We plan to provide both our customers~~ and our learners with the constantly improving ability to find and integrate qualified information into products on our platform, and maximize learner ability to utilize qualified information, contextualized by structured college courses designed to offer learners the most carefully curated, most relevant, timely and engaging materials in every discipline in which we offer products.reputation;

~~-3-~~● ability of online programs to deliver desired learner outcomes;

~~Our Intellectual~~● ~~Property~~robustness and evolution of technology offering; and

~~Our intellectual~~● ~~property~~breadth ~~rights may include patent applications, trade secrets, trademark rights,~~ and ~~contractual~~depth ~~agreements.~~of ~~Our patent~~service applications are directed to our proprietary technology, including an artificial intelligence platform for learning, and will seek patent protection for our designs, development, and related alternatives by filing and prosecuting patent applications in the Uoffering.~~S. and other countries as appropriate.~~

~~We currently~~Government ~~have~~Regulation ~~five pending U.S. patent applications, including one to cover the artificial intelligence platform,~~ and ~~others related~~Product to security, power consumption, blockchain, and other technologies, including methods and systems. Any patent issued from these applications are expected to expire in 2038, not including any applicable patent term adjustment or extension.Approval

~~We intend~~The toeducation ~~also~~industry ~~seek~~is ~~trade~~heavily ~~secret~~regulated. Institutions ~~protection~~of ~~for~~higher ~~our~~education ~~source~~that ~~codes,~~award ~~methodologies,~~degrees ~~algorithms,~~ and ~~techniques~~certificates ~~directed~~ to ~~other aspects~~signify ofthe ~~our~~successful ~~artificial~~completion ~~intelligence~~of ~~learning~~an ~~platform.~~academic Weprogram are ~~have~~subject ~~filed~~to anregulation ~~intent-to-use~~from ~~trademark~~three ~~for~~primary ~~AMESITETM with~~ entities, namely, the ~~United~~U.S. ~~States~~Department ~~Patent~~of Education, or DOE, accrediting agencies, and ~~Trademark~~state ~~Office~~licensing authorities. WeEach ~~have~~of ~~also~~these ~~secured~~entities ~~domain~~promulgates ~~names,~~and ~~including~~enforces ~~amesite.com,~~its ~~amesite.co~~own laws, ~~amesite.net~~regulations and standards, which ~~and~~we ~~others~~refer to collectively as education laws.

We ~~ensure~~ contract with higher education institutions that weare ~~own~~subject ~~intellectual~~to ~~property~~education ~~created~~laws. ~~for~~In usaddition, bywe ~~signing~~are ~~agreements~~required to comply with ~~employees,~~certain ~~independent~~education ~~contractors,~~laws ~~consultants,~~as a result of our role ~~companies~~as a service provider to institutions of higher education, ~~and~~either ~~any~~directly ~~other~~or ~~third~~indirectly ~~party~~through ~~that~~our ~~creates~~contractual ~~intellectual~~arrangements ~~property~~with customers. ~~for~~Our usfailure, or that ~~assign~~of ~~any~~our ~~intellectual~~customers, ~~property rights~~ to ~~us.~~comply ~~Portions~~with ofeducation laws could adversely impact our ~~platform~~operations. ~~may~~As ~~rely~~a ~~upon~~result, we ~~third-party~~work ~~licensed~~closely ~~intellectual~~with ~~property~~our customers to maintain compliance with education laws.

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~~We will abide, as required, by the education laws, including incentive compensation rule, misrepresentation rule, accreditation rules and standards, among all 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.

~~The on-line~~Our ~~and~~activities ~~software~~on ~~industries~~behalf ~~for~~of ~~higher~~our ~~education~~ customers are ~~characterized~~also bysubject ~~rapid~~to ~~evolution~~other offederal ~~technologies, fierce competition, government regulation,~~ and ~~strong~~state ~~defense of intellectual property~~laws. ~~The~~These ~~overall~~regulations ~~market~~include, ~~for~~but ~~technology~~are ~~solutions~~not ~~that~~limited ~~enable higher education providers~~ to ~~deliver education online is highly fragmented~~, ~~rapidly~~consumer ~~evolving~~marketing and ~~subject to changing technology, shifting~~unfair ~~needs~~trade ofpractices ~~learners~~laws and ~~educators and frequent introductions of new methods of delivering education online. While we believe that our platform~~regulations, ~~programs,~~including ~~technology,~~those ~~knowledge,~~promulgated ~~experience,~~ and ~~resources~~enforced ~~provide~~by usthe ~~with~~Federal ~~competitive~~Trade ~~advantages~~Commission, weas ~~face~~well ~~competition~~as federal ~~from~~and ~~major~~state ~~on-line~~data ~~companies,~~protection ~~academic institutions, governmental agencies,~~ and ~~public~~privacy ~~and private research institutions, among others~~requirements.

~~Any course~~Sales ~~offering that we successfully develop~~ and commercialize will compete with current course offerings. Key product features that would affect our ability to effectively compete with other course offerings include efficiency, security and convenience, and availability. Our competitors fall primarily into the following groups:Marketing

●We ~~Traditional~~plan ~~course~~to ~~offerings~~grow inour ~~physical~~sales ~~facilities;~~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 K-12 schools, colleges, universities and businesses.

●We ~~On-line~~also ~~course~~intend ~~offerings~~to ~~from~~develop ~~traditional~~a branding strategy to introduce and support our platform. The strategy may include our presence at K-12 schools, colleges, universities, orand other educational ~~institutes~~institutions on a national, state, and regional basis to engage and educate users of ~~higher~~our ~~education~~products, as well as engaging in a variety of other direct marketing methods to educational institutions and businesses.

~~Many~~ Board of the companies, colleges, or universities against which we may compete have significantly greater financial resources and expertise in education, software design and development, and have already obtained approvals and marketing approved products. Smaller or early-stage companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. These competitors also compete with us in recruiting and retaining qualified engineers, scientists, and management personnel, as well as in acquiring technologies complementary to, or necessary for, our programs.Advisors

~~We expect~~Dennis ~~that~~Bernard, ~~the~~Chairman ~~competitive~~of ~~landscape will continue to expand as~~ the ~~market~~Board ~~for~~of ~~online programs at nonprofit institutions matures. We believe the principal competitive factors in our market include the following:~~Advisors

●Mr. ~~brand~~Bernard ~~awareness~~is the founder and ~~reputation;~~President of Bernard Financial Group and Bernard Financial Servicing Group, or BFG. BFG is the largest commercial mortgage banking firm in Michigan, financing, on average, over $1.0 billion annually. Mr. Bernard has been involved with over 1,200 commercial real estate financial transactions totaling over $18.6 billion. Mr. Bernard specializes in both debt and equity placement with commercial lenders and institutional joint venture participants.

●Marvin ~~ability~~Rosen, ~~of online programs to deliver desired student outcomes;~~Member

●Marvin ~~robustness~~S. Rosen is a shareholder with Greenberg Traurig LLP. Mr. Rosen has more than 30 years of experience in the area of corporate and ~~evolution~~securities law. He advises private equity firms, hedge funds, and activist and distressed investors on special strategies. He has had experience in being a member of ~~technology~~various Boards ~~offering;~~of directors of public companies.

~~-4-~~Theodore l. Spencer, Member

●Ted ~~breadth~~Spencer is Senior Advisor on Admissions Outreach at the University of Michigan. Prior to September 2014, he was Associate Vice Provost and ~~depth~~Executive Director of ~~service~~Undergraduate Admissions. ~~offering;~~Before joining Michigan in 1989, he was an Associate Director of Admissions at the United States Air Force Academy. He is a graduate of the Military Air War College and was one of thirty-five Air Force recruiting commanders in the United States. He is a retired Lieutenant Colonel in the United States Air Force. Early in his career, he was a salesman for the IBM Corporation in the City of Detroit. Ted has presented at numerous professional conferences statewide, nationally and internationally, and has written and published articles on the college admissions process. He has received numerous awards, and was recognized as the Point Man on Diversity Defense for affirmative action in college admissions. 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 MS degree in sociology from Pepperdine University and a BS in political science from Tennessee State University.

●Corporate ~~ability to invest in launching and operating programs;~~Information

●We ~~expertise~~were originally incorporated in ~~program~~the State ~~marketing~~of Delaware on April 6, ~~student~~2017. ~~acquisition~~Our corporate headquarters are located at 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan, and ~~student~~our ~~retention;~~telephone number is (734) 876-8141.

●We ~~quality~~maintain a website at www.amesite.com. The contents of, ~~user~~or ~~experience;~~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. We make our filings with the SEC, including our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports, available free of charge on our website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the SEC. The public may read and copy the materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may also obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Additionally, the SEC maintains an internet site that contains reports, proxy and information statements and other information. The address of the SEC’s website is www.sec.gov. The information contained in the SEC’s website is not intended to be a part of this filing.

~~● ease of deployment and use of solutions;~~Employees

●As ~~level~~ of ~~customization~~September 14, ~~configurability~~2020, ~~integration~~we have 11 full-time employees, ~~security~~one part-time employees and 7 consultants. We intend to hire additional staff and to engage consultants in general administration on an as-needed basis. We also intend to engage experts in operations, ~~scalability~~finance and ~~reliability~~general business to advise us in various capacities. None of ~~solutions;~~our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good to excellent.

~~● quality of customer base and track record of performance.~~4

~~Our ability~~Item to1A. ~~remain~~Risk competitive will depend, to a great extent, upon our ability to consistently deliver high-quality technology solutions for our learners, meet customer needs for content delivery at reasonable cost, and engage, support and retain learners who achieve high-quality outcomesFactors.

~~Government~~You should carefully consider the risks ~~Regulation~~described below, as well as general economic and ~~Product~~business ~~Approval~~risks and the other information in this Annual Report on Form 10-K. The occurrence of any of the events or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price of our common stock to decline. Additional risks or uncertainties not presently known to us or that we currently deem immaterial may also harm our business.

~~The higher~~Risks ~~education~~Related ~~industry is heavily regulated. Institutions of higher education that award degrees and certificates~~ to ~~signify the~~our successful completion of an academic program are subject to regulation from three primary entities, namely, the U.S. Department of Education, or DOE, accrediting agencies, and state licensing authorities. Each of these entities promulgates and enforces its own laws, regulations and standards, which we refer to collectively as education laws.Business

We ~~contract~~ ~~with~~have ~~higher education institutions that are subject to education laws. In addition, we are required to comply with certain education laws as~~ a ~~result~~short ofoperating ~~our role as a service provider to institutions of higher education, either directly or indirectly~~history ~~through~~in ~~our~~online ~~contractual~~programs ~~arrangements~~and ~~with~~may ~~customers.~~fail ~~Our failure, or that of our customers,~~ to ~~comply~~grow ~~with education laws could adversely impact~~ our ~~operations.~~customer ~~As a result, we work closely with our customers to maintain compliance with education laws~~base.

We ~~will~~ ~~abide,~~were asincorporated ~~required~~in April 2017, byand have ~~the~~no ~~education~~operating ~~laws,~~history ~~including~~in ~~incentive~~offering ~~compensation~~online ~~rule~~courses. Historically, ~~misrepresentation~~we ~~rule,~~have ~~accreditation~~had ~~rules~~no significant tangible assets other than cash. ~~and~~If ~~standards~~our assumptions about market needs are incorrect, ~~among~~we ~~all~~may ~~state~~fail to launch courses and ~~federal~~gain ~~regulations~~initial customers. WeEven ~~also~~if ~~closely~~we ~~monitor~~launch courses ~~state~~in ~~law~~a ~~developments~~timely manner, our assumptions regarding recovery of upfront costs and wegrowth ~~will~~of ~~work~~revenue ~~closely~~may differ substantially ~~with~~from ~~our~~reality, ~~customers~~in towhich ~~assist~~case ~~them~~we ~~with~~will ~~obtaining~~fail ~~any~~to ~~required~~achieve ~~approvals~~our revenue goals.

~~Our activities~~We onhave ~~behalf~~not ofdeveloped ~~our~~a ~~customers~~strong ~~are~~customer base ~~also~~and ~~subject~~we tohave ~~other~~not ~~federal~~generated ~~and~~sustainable ~~state~~revenue ~~laws~~since inception. ~~These~~We ~~regulations~~cannot ~~include,~~assure ~~but~~you ~~are~~that ~~not limited~~we ~~to,~~ever ~~consumer~~will. ~~marketing~~We ~~and~~will ~~unfair~~incur ~~trade~~significant losses ~~practices~~in ~~laws~~launching ~~and~~products ~~regulations, including those promulgated~~ and ~~enforced~~we bymay ~~the Federal~~not ~~Trade~~realize ~~Commission,~~sufficient assubscriptions ~~well~~or asprofits ~~federal~~in ~~and~~order ~~state~~to ~~data~~sustain ~~protection~~our ~~and privacy requirements~~business.

~~Sales~~We have not yet developed a strong customer base and ~~Marketing~~we have not generated sustainable revenue since inception. We are subject to the substantial risk of failure facing businesses seeking to develop and commercialize new products and technologies. Maintaining and improving our platform will require significant capital. We will also incur substantial accounting, legal and other overhead costs as a public company. 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.

~~We plan~~There tois ~~implement~~substantial adoubt ~~sales and marketing program prior to the launch of~~ about our ~~platform.~~ability ~~As the platform progresses through development, design, and testing, we intend~~ to ~~gather~~continue ~~information~~as ~~regarding~~a ~~our~~going ~~on-line courses and use such information for marketing and sales of courses through our platform~~concern.

We ~~also~~ ~~intend~~are toin ~~simultaneously~~the ~~develop~~early astages ~~branding~~of ~~strategy~~developing our tocustomer ~~introduce~~base and ~~support~~have not completed our ~~platform.~~efforts ~~The~~to ~~strategy~~establish ~~may~~a ~~include~~stabilized source of revenue sufficient to cover our costs ~~presence~~over atan ~~colleges,~~extended ~~universities~~period of time. For the years ended June 30, 2020 and ~~other~~2019, ~~educational~~we ~~institutions~~had onnet alosses ~~national~~of $4,170,303 ~~state~~and $3,939,931, respectively. We have concluded that these conditions raise substantial doubt about our ability to continue as a going concern. There is uncertainty regarding our ability to implement our business plan and ~~regional~~to ~~basis~~grow our business to ~~engage~~a greater extent than we can with our existing financial resources without additional financing. Our long-term future growth and success is dependent upon our ability to raise ~~educate~~additional ~~users~~capital ofand implement our ~~products,~~business asplan. ~~well~~There asis ~~engaging~~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. Our inability to generate significant revenue or obtain additional financing could have a ~~variety~~material ofadverse ~~other~~effect ~~direct~~on ~~marketing~~our ability ~~methods~~to fully implement our business plan and grow our business to a greater extent than we can with our existing financial resources.

~~We also intend to develop a small direct sales force together with a distribution network that has existing relationships with colleges, universities, and other educational institutions.~~5

Our business model relies on us successfully licensing our platform and providing services to K-5-12 schools, colleges and 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.

~~Board~~We may not be able to convince educational ofinstitutions ~~Advisors~~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 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.

~~Dennis~~We will be relying on our college ~~Bernard,~~and ~~Chairman~~university ofcustomers ~~the~~to ~~Board~~drive ofenrollment ~~Advisors~~and revenue and continue to license our platform and pay for our services.

~~Mr. Bernard~~Factors iswithin ~~the founder~~ and ~~President~~outside of ~~Bernard~~our ~~Financial Group and Bernard Financial Servicing Group, or BFG. BFG is the largest~~control ~~commercial~~will ~~mortgage~~affect ~~banking~~enrollments firm in Michigan, financing, on average, over $1.0 billion annually. Mr. Bernard has been involved with over 1,200 commercial real estate financial transactions totaling over $18.6 billion. Mr. Bernard specializes in both debt and ~~equity~~include ~~placement~~the ~~with commercial lenders and institutional joint venture participants.~~following:

~~Gilbert S~~● Negative perceptions about online courses. ~~Omenn,~~Students MDmay reject the opportunity to take courses online, ~~Ph.D.~~when residential courses are offered as an option, ~~Member~~due to negative perceptions of online education.

~~Dr. Omenn~~● isIneffective ~~the~~marketing ~~Harold T~~efforts. ~~Shapiro~~Our ~~Distinguished~~customers’ ~~University~~marketing ~~Professor~~efforts atare ~~the~~required University of Michigan. He also currently chairs the global Human Proteome Project and serves on the boards of the Center for Public Integrity, the Hastings Center for Bioethics, the Weizmann Institute of Science in Israel, and biotech companies Esperion, Galectin, and Oncopia Therapeutics. Dr. Omenn previously served on the board of directors of Amgen, Inc. for 27 years and Rohm & Haas Company for 22 years. He was a member of the Council of the National Academy of Medicine, or NAM, from 2015 to ~~2017,~~drive ~~and~~enrollment ~~a member~~ of ~~the~~our ~~Scientific~~online ~~Management Review Board for the National Institutes of Health from 2012 to 2014~~courses. ~~Prior~~If toour ~~that,~~customers ~~Dr.~~fail ~~Omenn was the Executive Vice President for Medical Affairs and Chief Executive Officer, or CEO, of the University of Michigan Health System from 1997~~ to ~~2002.~~successfully ~~From~~execute ~~1977~~our tomarketing ~~1981~~strategies, ~~Dr.~~ ~~Omenn~~they ~~was~~may ~~Associate~~not ~~Director~~continue ~~of the White House Office of Science & Technology Policy and Associate Director of the Office of Management and Budget. Prior~~ to ~~that,~~license ~~Dr.~~our ~~Omenn was a White House Fellow at the Atomic Energy Commission from 1973 to 1974~~platform. Dr. Omenn was the President of the American Association for the Advancement of Science, or AAAS, in 2006 and a member of the advisory board for the AAAS Project 2061 on Science for all Americans from 1986 to 1996. He was elected to NAM in 1978 and the American Academy of Arts & Sciences in 2001. Dr. Omenn received the David Rogers Award from the Association of American Medical Colleges for contributions to health and healthcare in 2013.

~~Elliot Soloway~~● Damage to customer reputation. Our customers’ rankings, Phreputation and marketing efforts strongly affect enrollments, none of which we control.D. If we fail to gain customers with strong, ~~Member~~stable reputations and rankings, they will fail to achieve stable enrollments.

~~Dr. Soloway~~● isLack ~~the Arthur F. Thurnau Professor~~ of ~~Engineering~~subscription atto ~~the~~our ~~University of Michigan~~courses. HeWe isdo annot ~~expert~~control inthe ~~Artificial~~courses ~~Intelligence, or~~required ~~AI,~~for ~~particularly~~a ~~related~~degree toby ~~learning~~our ~~and teaching. For the past 17 years~~customers, ~~Dr. Soloway~~ and ~~his~~if ~~colleagues at~~ the ~~Center~~courses ~~for Highly-Interactive~~we ~~Computing~~offer indo ~~Education,~~not orbuild ~~HI-CE,~~to a ~~collaboration between University of Michigan and University of North Texas~~degree, ~~have~~ ~~been~~enrollments ~~pioneers~~could ~~in developing educational technologies and curriculum to support science education in grades K-12~~suffer. ~~HI-CE has helped teachers and students realize an unprecedented 15% gain in student achievement on standardized tests.~~

~~-6-~~● Reduced enrollment in higher education due to lack of funding. Significant reductions in student funding, through grants or loans, would reduce enrollments in courses on our platform and could adversely affect our business model.

~~Patricia Mooradian~~● General economic conditions. Any contraction in the economy could be expected to reduce enrollment in higher education, ~~Member~~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.

~~Ms. Patricia~~We E.will ~~Mooradian~~be ~~has~~relying been the President and Chief Operating Officer of The Henry Ford, a premier American history attraction and national historic landmark, since November 2005, and also serves as its Secretary. Since joining the institution in 2000, Ms. Mooradian has developed a ten-year strategic plan focusing on ~~increased~~our attendance, new visitor experiences and amenities, new educational products and benchmark hospitality. In addition, she introduced new tourism and sales initiatives and spearheaded The Henry Ford’s brand development, positioning the institution as a multiK-~~venue,~~12 ~~multi-day destination. She introduced~~customers ~~The Benson Ford Research Center~~ to ~~the~~adopt ~~institution’s~~online ~~campus~~learning ~~in 2002 and led the unprecedented restoration of Greenfield Village in 2003 and the opening of the Ford Rouge Factory Tour in 2004~~programs. In addition, she executed the planning and development of Henry Ford Museum’s Flexible Gallery and the permanent exhibits, Buckminster Fuller’s Dymaxion House: A New Way of Living, Heroes of the Sky and With Liberty and Justice For All. Through her leadership efforts, the institution has been recognized with several national awards including two THEA (Themed Entertainment Association) Awards in 2004 for Outstanding Achievement in the Extreme Makeover category, Greenfield Village and Outstanding Achievement in the Visitor Center category, Ford Rouge Factory Tour; an AIA (American Institute of Architects) Award of Honor for Sustainable Design, Ford Rouge Factory Tour and a Dibner Award for Excellence in Museum Exhibits, Heroes of the Sky exhibit in Henry Ford Museum. Prior to joining The Henry Ford, Ms. Mooradian was Regional Director of Marketing for The Taubman Company, focusing on the strategic positioning for more than a dozen shopping destinations across the United States in major markets including New York City, Denver, Chicago, Washington D.C. and Detroit. Ms. Mooradian has been Vice Chairman of the board of directors at Detroit Metro Convention & Visitors Bureau since January 2008. She also previously served as a member of the board of directors of Crestmark Bank and had been a member of the board of directors of Crestmark Bancorp, Inc. since October 2012. Ms. Mooradian currently serves on the board of directors of Henry Ford Health System Detroit Campus, Arab Community Center for Economic and Social Services, The Henry Ford Learning Institute, and Michigan Museums Association. Ms. Mooradian is a member of the advisory councils of the U.S. Cultural & Heritage Tourism Summit Advisory Committee, University of Michigan-Dearborn Citizens Advisory Council, and the Detroit Regional Chamber’s Leadership Policy Conference Committee, and also serves as a Trustee at The Henry Ford.

~~Theodore~~Factors within and outside of our control l.will ~~Spencer,~~affect ~~Member~~sales and include the following:

~~Ted Spencer~~● isRegulatory ~~Senior~~barriers. ~~Advisor~~Certain onjurisdictions ~~Admissions~~in ~~Outreach~~which atwe ~~the University of Michigan. Prior to September 2014~~operate, heincluding ~~was~~State ~~Associate~~Departments ~~Vice Provost and Executive Director~~ of ~~Undergraduate Admissions. Before joining Michigan in 1989~~Education, hemay ~~was~~determine anthat ~~Associate~~online ~~Director~~programs ofdo ~~Admissions at~~not ~~the~~meet ~~United~~regulatory ~~States~~requirements ~~Air~~for ~~Force Academy. He is a graduate of the Military Air War College and was one of thirty~~K-~~five~~12 ~~Air Force recruiting commanders in the United States~~schools. HeIf issuch a ~~retired~~determination ~~Lieutenant~~were ~~Colonel in the United States Air Force. Early in his career~~made, he ~~was~~our abusiness ~~salesman~~would ~~for~~be ~~the~~materially ~~IBM~~affected Corporation in the City of Detroit. Ted has presented at numerous professional conferences statewide, nationally and internationally, and has written and published articles on the college admissions process. He has received numerous awards, and was recognized as ~~the Point Man on Diversity Defense for affirmative action in college admissions. He has previously served as~~ a ~~Trustee for the College Board and on the faculty for the Harvard Summer Institute on College Admissions~~result. ~~Ted holds a MS degree in sociology from Pepperdine University and a BS in political science from Tennessee State University.~~

~~Employees~~● 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. No assurance is given that students and educators will quickly adopt to our online platform, if at all.

~~As of September 30, 2019, we have 9 full-time employees, and 14 consultants.~~ We ~~intend~~will tobe ~~hire~~relying ~~additional~~on ~~staff~~our ~~and to engage consultants in general~~enterprise ~~administration~~customers ~~on an as-needed basis. We also intend~~ to ~~engage~~prioritize ~~experts~~providing inonline ~~operations,~~learning ~~finance~~programs ~~and general business~~ to ~~advise~~train ~~us in~~or ~~various~~upskill ~~capacities.~~their ~~None of our employees are covered by a collective bargaining agreement, and we believe our relationship with our employees is good to excellent~~workforces.

~~-7-~~Factors within and outside of our control will affect enrollments and include the following:

~~Item 1A~~● General economic conditions. ~~Risk~~Any ~~Factors~~contraction in the economy could be expected to cause business leaders to deprioritize workforce training.

~~You should~~● ~~carefully~~Negative ~~consider~~perceptions ~~the~~about ~~risks~~online ~~described below, as well as general economic and business risks and the other information in this Annual Report on Form 10-K~~courses. ~~The~~Workers ~~occurrence~~may ofreject ~~any of~~ the ~~events~~opportunity or circumstances described below or other adverse events could have a material adverse effect on our business, results of operations and financial condition and could cause the trading price of our common stock to ~~decline.~~take ~~Additional~~courses ~~risks~~online orthrough ~~uncertainties~~their ~~not presently known to us or that we currently deem immaterial may also harm our business~~employers.

~~Risks Related to our Business~~6

We will face intense competition, ~~have~~which nomay ~~operating~~cause ~~history~~pricing inpressures, ~~online~~decreased ~~programs~~gross margins and loss of market share and may ~~fail~~materially toand ~~gain~~adversely ~~initial~~affect ~~customers~~our business, financial condition and results of operations.

We ~~were~~ ~~incorporated~~will incompete ~~April~~with ~~2017~~other online education services companies, and ~~have~~colleges noand ~~operating~~universities ~~history~~themselves. We expect competition in ~~offering~~our markets to intensify as new competitors enter the online ~~courses.~~education ~~Historically~~market, weexisting ~~have~~competitors ~~had~~merge noor ~~assets other~~form ~~than~~alliances ~~cash~~and new technologies emerge. IfOur ~~our~~competitors ~~assumptions~~may introduce ~~about~~new ~~market~~solutions ~~needs~~and technologies that are ~~incorrect,~~superior weto ~~may~~our ~~fail~~platform. toCertain ~~launch~~of ~~courses~~our ~~and~~competitors ~~gain~~may ~~initial~~be ~~customers.~~able to adapt more ~~Even~~quickly ifthan we ~~launch~~can ~~courses~~to innew aor ~~timely~~emerging ~~manner,~~technologies ~~our~~and ~~assumptions~~changes ~~regarding~~in ~~recovery~~customer ofrequirements ~~upfront~~or ~~costs~~may ~~and~~be ~~growth~~able ofto ~~revenue~~devote ~~may~~greater ~~differ~~resources ~~substantially~~to ~~from~~the ~~reality~~development, inpromotion ~~which~~and ~~case~~sale weof ~~will~~their ~~fail~~products tothan ~~achieve~~we ~~our revenue goals~~can.

WeIncreased competition could also result ~~have~~in ~~not~~pricing ~~developed~~pressures, adeclining ~~marketable~~average ~~product~~selling ~~and~~prices wefor ~~have~~our ~~not~~service ~~generated~~model, ~~any~~decreased ~~significant~~gross ~~revenue~~margins ~~since~~and ~~inception.~~loss of market share. We will need to make substantial investments to develop these enhancements and technologies to our platform, and we cannot assure ~~you~~ investors that we ~~ever~~will have funds available for these investments or that these enhancements and technologies will be successful. If Wea ~~will~~competing ~~incur~~technology ~~significant~~emerges ~~losses~~that inis, ~~launching~~or ~~products~~is perceived to be, superior to our existing technology and we ~~may~~are ~~not~~unable ~~realize~~to ~~sufficient~~adapt and ~~subscriptions~~compete oreffectively, ~~profits in~~our ~~order~~market toshare ~~sustain~~and financial condition could be materially and adversely affected, and our business, revenue, and results of operations could be harmed.

We ~~have~~ not developed a marketable product and we have not generated any significant revenue since inception. There can be no assurance that we will ever develop a marketable product or generate any revenue. We are ~~subject~~dependent toon the ~~substantial risk~~ services of ~~failure~~certain ~~facing businesses~~key ~~seeking~~management ~~to develop and commercialize new products and technologies. Should we successfully develop our platform~~personnel, ~~we will expend significant capital in launching our first courses. We will also incur substantial accounting~~employees, ~~legal~~advisors and ~~other overhead costs as a public company~~consultants. If ~~our~~we ~~courses~~ are ~~unsuccessful,~~unable ~~result~~to inretain ~~insufficient revenue~~ or ~~result~~motivate insuch ~~the Company not being~~individuals ~~able~~or tohire ~~sustain~~qualified ~~revenue~~personnel, we ~~will be forced to reduce expenses, which~~ may ~~result~~not inbe anable ~~inability~~ to ~~gain~~grow ~~new customers~~effectively.

~~There~~We depend on the services of a number of iskey ~~substantial~~management ~~doubt~~personnel, ~~about~~employees, advisors and consultants and our future performance will largely depend on the talents and efforts of such individuals. We do not currently maintain “key person” life insurance on any of our employees, except for our Chief Executive Officer. The loss of one or more of such key individuals, or failure to find a suitable successor, could hamper our efforts to successfully operate our business and achieve our business objectives. Our future success will also depend on our ability to ~~continue~~identify, ashire, adevelop, ~~going~~motivate ~~concern~~and retain highly skilled personnel. Competition in our industry for qualified employees is intense, and our compensation arrangements may not always be successful in attracting new employees and/or retaining and motivating our existing employees. Future acquisitions by us may also cause uncertainty among our current employees and employees of the acquired entity, which could lead to the departure of key individuals. Such departures could have an adverse impact on the anticipated benefits of an acquisition.

We ~~are~~ inhave ~~the~~risk ~~early~~factors ~~stages~~within ~~of developing our platform~~ and ~~have not completed our efforts to establish a stabilized source~~ outside of ~~revenue sufficient to cover~~ our ~~costs~~control ~~over an extended period of time. As of June 30, 2019 and June 30, 2018, we had net losses of $3,938,931 and $490,102, respectively. We have concluded~~ that ~~these~~may ~~conditions~~inhibit ~~raise substantial doubt about~~ our ability to ~~continue~~deliver asproducts a going concern. There is uncertainty regarding our ability to implement our business plan and to grow our business to a greater extent than we can with our existing financial resources without additional financing. Our long-term future growth and success is dependent upon our ability to raise additional capital and implement our business plan. 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. 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~~platform.

Our ~~business~~ ~~model~~customers ~~relies~~will rely on ~~adequate~~us ~~revenue~~to ~~sharing~~deliver a ~~with~~stable ~~colleges and universities~~platform, ~~for~~with ~~online~~correct ~~delivery~~measures of ~~their~~performance ~~courses.~~in Ifa ~~we fail~~manner tothat ~~attract customers~~instructors, ~~or to negotiate agreements with them that provide us with sustainable revenue~~lecturers, itgraduate ~~will~~student ~~impair~~assistants ~~our ability~~and toprofessors ~~operate~~can ~~and~~easily ~~grow our business~~use.

~~We may~~Even ~~not~~if bewe ~~able~~are tosuccessful ~~convince~~in ~~colleges and universities that our methods will produce better outcomes than their current approaches~~delivering toa ~~residential~~stable ~~and online courses~~platform, inour aoperating ~~cost-effective~~results ~~manner. We~~ may ~~also~~fluctuate ~~not~~as bea ~~able~~result toof ~~convince~~a ~~them~~number toof ~~dedicate~~factors, ~~significant resources~~many toof ~~moving~~which ~~courses~~are ~~onto~~outside ~~our~~of ~~platform and gain their trust in operating them collaboratively. If~~ our ~~courses are not better,~~control. orThe ~~only~~following ~~modestly~~factors ~~better~~may ~~than~~affect ~~the incumbent versions, we will be unable to grow and gain more customers, which will materially harm~~ our ~~business.~~operating results:

~~-8-~~● our ability to compete effectively;

~~We will~~● ~~be relying on~~ our ~~customers,~~ability ~~which~~to ~~are~~continue ~~colleges~~to ~~and~~attract ~~universities,~~users to ~~drive~~our ~~enrollment and revenue.~~platform;

~~Factors within~~● ~~and outside of~~ our ~~control~~ability ~~will~~to ~~affect~~attract ~~enrollments~~new ~~and~~customers ~~include~~to ~~the~~our ~~following:~~platform;

● ~~Negative~~our ~~perceptions~~ability ~~about online courses. Students may reject the opportunity~~ to ~~take~~attract ~~courses~~colleges ~~online,~~and ~~when~~universities ~~residential courses are offered as an option, due~~ to ~~negative~~our ~~perceptions of online education.~~platform;

● ~~Ineffective~~the ~~marketing~~mix ~~efforts.~~in ~~We will rely on~~ our ~~own~~net ~~and~~revenues ~~our~~generated ~~customers’~~from ~~marketing efforts to drive enrollment of our online courses. If we or our~~ customers ~~fail~~and tocolleges ~~successfully~~and ~~execute our marketing strategies, we will suffer reduced revenue.~~universities;

● ~~Damage~~the toamount ~~customer reputation. Our customers’ rankings, reputation~~ and ~~marketing~~timing ~~efforts strongly affect enrollments, none~~ of ~~which~~operating wecosts ~~control.~~and Ifcapital weexpenditures ~~fail~~related to ~~gain~~the ~~customers~~maintenance ~~with~~and ~~strong,~~expansion ~~stable~~of ~~reputations~~our ~~and rankings~~business, weoperations ~~will~~and ~~fail to secure courses that have stable enrollments.~~infrastructure;

● ~~Lack of subscription to~~ our ~~courses.~~focus Weon dolong ~~not~~term ~~control~~goals ~~the~~over ~~courses~~short-term ~~required for a degree by our customers, and if the courses we offer do not build to a degree, enrollments could suffer.~~results;

● ~~Reduced~~the ~~enrollment~~results ~~in higher education due to lack~~ of ~~funding.~~our ~~Significant~~investments ~~reductions~~ in ~~student~~risky ~~funding, through grants or loans, would reduce enrollments in courses on our platform and could adversely affect our business model.~~projects;

● ~~General~~general economic conditions. ~~Any~~and ~~contraction~~those ineconomic ~~the~~conditions ~~economy~~specific ~~could be expected~~ to ~~reduce~~our ~~enrollment~~online 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 enrollment in courses ~~offered on our platform.~~;

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.7

~~We will~~● ~~compete with other online education services companies, and colleges and universities themselves. We expect competition in~~ our ~~markets~~ability to ~~intensify,~~keep as new competitors enter the online education market, existing competitors merge or form alliances, and new technologies emerge. Our competitors may introduce new solutions and technologies that are superior to our platform. ~~Certain of~~operational ~~our~~at ~~competitors~~a ~~may~~reasonable becost ~~able to adapt more quickly than we can to new or emerging technologies~~ and ~~changes~~without inservice ~~customer requirements or may be able to devote greater resources to the development, promotion and sale of their products than we can.~~interruptions;

~~Increased competition~~● ~~could~~the ~~also~~success ~~result in pricing pressures, declining average selling prices for our service model, decreased gross margins and loss~~ of ~~market share. We will need to make substantial investments to develop these enhancements and technologies to~~ our ~~platform, and~~geographical ~~we cannot assure investors that we will have funds available for these investments or that these enhancements~~ and ~~technologies will~~product be successful. If a competing technology emerges that is, or is perceived to be, superior to our existing technology and we are unable to adapt and compete effectively, our market share and financial condition could be materially and adversely affected, and our business, revenue, and results of operations could be harmed.expansion;

~~We are~~● ~~dependent~~our onability ~~the~~to ~~services of certain key management personnel~~attract, ~~employees,~~motivate ~~advisors~~ and ~~consultants. If we are unable to~~ retain ortop-quality ~~motivate such individuals or hire qualified personnel, we may not be able to grow effectively.~~employees;

~~We depend~~● ~~on the services of a number of key management personnel~~foreign, ~~employees~~federal, ~~advisors~~state and consultants and our future performance will largely depend on the talents and efforts of such individuals. We do not currently maintain “key person” life insurance on any of our employees, except for our Chief Executive Officer. The loss of one or ~~more~~local ofgovernment ~~such~~regulation ~~key~~that ~~individuals, or failure to find a suitable successor,~~ could ~~hamper~~impede our ~~efforts~~ability to ~~successfully~~ operate our business and achieve our business objectives. Our future success will also depend on our ability to identify, hire, develop, motivate and retain highly skilled personnel. Competition in our industry for qualified employees is intense, and our compensation arrangements may not always be successful in attracting new employees and/or retaining and motivating our existing employees. Future acquisitions by us may also cause uncertainty among our current employees and employees of the acquired entity, which could lead to the departure of key individuals. Such departures could have an adverse impact on the anticipated benefits of an acquisition.platform;

~~-9-~~● our ability to upgrade and develop our systems, infrastructure and products;

~~We have~~● ~~risk~~new ~~factors~~technologies ~~within~~or ~~and~~services ~~outside of our control~~ that ~~may~~block ~~inhibit~~ our ~~ability~~platform toand ~~deliver~~user ~~products~~adoption onof ~~our~~these ~~platform.~~technologies;

~~Our customers~~● ~~will~~the ~~rely~~costs onand usresults ~~to deliver a stable platform, with correct measures~~ of ~~performance~~litigation ~~in a manner~~ that ~~instructors,~~we ~~lecturers, graduate~~may ~~student assistants and professors can easily use.~~face;

~~Even if~~● ~~we are successful in delivering a stable platform,~~ our ~~operating~~ability ~~results~~to ~~may~~protect ~~fluctuate as a result of a number of factors, many of which are outside of~~ our ~~control.~~intellectual ~~The~~property ~~following factors may affect our operating results:~~rights;

● our ability to ~~compete~~forecast ~~effectively~~revenue;

● our ability to ~~continue~~manage tofraud ~~attract~~and ~~users~~other toactivities that violate our ~~platform~~terms of services;

● our ability to ~~attract~~successfully ~~new~~integrate ~~customers~~and tomanage our ~~platform~~colleges and universities; and

● ~~our~~geopolitical ~~ability~~events tosuch ~~attract~~as ~~colleges~~war, ~~and~~threat ~~universities~~of towar, ~~our~~or ~~platform;~~terrorist actions.

●We ~~the~~may ~~mix~~have inrisks ~~our~~related ~~net~~to ~~revenues~~our financial ~~generated from customers and colleges and universities;~~condition.

●We ~~the~~have ~~amount~~a ~~and~~history ~~timing~~ of ~~operating~~losses, ~~costs~~will ~~and~~need substantial ~~capital~~additional ~~expenditures~~funding ~~related~~ to ~~the~~continue ~~maintenance~~our operations and ~~expansion~~may ofnot ~~our~~achieve ~~business,~~or ~~operations~~sustain ~~and~~profitability ~~infrastructure;~~in the future.

●Our ~~our~~operations ~~focus~~have onconsumed ~~long~~substantial amounts ~~term~~of ~~goals~~cash ~~over~~since ~~short-term~~inception. We do not expect more than nominal revenues until at least some point during the fiscal year ending June 30, 2021. 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. These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these increased expenses. In addition, we expect to incur significant expenses related to regulatory requirements, and our ability to obtain, protect, and defend our intellectual property rights.

●We ~~the~~may ~~results~~also ofencounter unforeseen expenses, difficulties, complications, delays and other unknown factors that may increase our ~~investments~~capital needs and/or cause us to spend our cash resources faster than we expect. Accordingly, we may need to obtain substantial additional funding in ~~risky~~order ~~projects;~~to continue our operations. We cannot assure you that such additional funding will be available on favorable terms, or at all.

●We ~~general~~may ~~economic~~have ~~conditions~~risks ~~and~~related ~~those~~to ~~economic~~managing any ~~conditions~~growth ~~specific~~we tomay ~~our online courses;~~experience.

●We ~~our~~may ~~ability~~engage toin ~~keep~~future acquisitions that could disrupt our ~~platform~~business, ~~operational~~cause atdilution ato ~~reasonable~~our ~~cost~~stockholders and ~~without~~harm ~~service~~our ~~interruptions;~~financial condition and operating results.

●While there are currently no specific plans to acquire any other businesses, we may, in the ~~success~~future, make acquisitions of, or investments in, companies that we believe have products or capabilities that are a strategic or commercial fit with our ~~geographical~~current ~~and~~business ~~product~~or ~~expansion;~~otherwise offer opportunities. In connection with these acquisitions or investments, we may:

● issue shares of our ~~ability~~common tostock ~~attract,~~or ~~motivate~~other ~~and~~forms ~~retain~~of ~~top-quality~~equity ~~employees~~that would dilute our existing stockholders’ percentage of ownership;

● ~~foreign,~~incur ~~federal,~~debt ~~state~~and orassume ~~local government regulation that could impede our ability to operate our platform~~liabilities; and

● ~~our~~incur ~~ability~~amortization toexpenses ~~upgrade~~related ~~and~~to ~~develop~~intangible ~~our~~assets ~~systems,~~or ~~infrastructure~~incur large and ~~products;~~immediate write-offs.

~~● new technologies or services that block our platform and user adoption of these technologies;~~8

●We ~~the~~may ~~costs~~not ~~and~~be ~~results~~able ofto ~~litigation~~complete ~~that~~acquisitions on favorable terms, if at all. If we ~~may~~do ~~face;~~complete an acquisition, we cannot assure you that such acquisition will ultimately strengthen our competitive position or that such acquisition will be viewed positively by customers, financial markets or investors. Furthermore, future acquisitions could pose numerous additional risks to our expected operations, including:

● ~~our~~problems ~~ability~~integrating tothe ~~protect~~purchased ~~our~~business, ~~intellectual~~products ~~property~~or ~~rights~~technologies;

● ~~our~~challenges ~~ability~~in toachieving ~~forecast~~strategic ~~revenue~~objectives, cost savings and other anticipated benefits;

● ~~our~~increases ~~ability~~ to ~~manage fraud and other activities that violate~~ our ~~terms of services~~expenses;

● ~~our~~the ~~ability~~assumption toof ~~successfully~~significant ~~integrate~~liabilities ~~and~~that ~~manage~~exceed ~~our~~the ~~colleges~~limitations ~~and~~of ~~universities;~~any ~~and~~applicable indemnification provisions or the financial resources of any indemnifying party;

● ~~geopolitical~~inability ~~events~~to ~~such~~maintain asrelationships ~~war,~~with ~~threat~~prospective ofkey ~~war~~customers, orvendors ~~terrorist~~and ~~actions.~~other business partners of the acquired businesses;

● diversion of management’s attention from their day-10to-day responsibilities;

~~We may~~● ~~have~~difficulty ~~risks~~in ~~related~~maintaining tocontrols, ~~our~~procedures ~~financial~~and ~~condition.~~policies during the transition and integration;

~~We have~~● aentrance ~~history~~into ofmarketplaces ~~losses,~~where ~~will~~we ~~need~~have ~~substantial~~limited ~~additional~~or ~~funding~~no toprior ~~continue~~experience ~~our operations~~ and ~~may~~where ~~not~~competitors ~~achieve~~have orstronger ~~sustain~~marketplace ~~profitability in the future.~~positions;

~~Our operations~~● ~~have~~potential ~~consumed~~loss ~~substantial amounts~~ of ~~cash~~key ~~since inception. We do not expect more than nominal revenues until at least some point during the fiscal year ending June 30~~employees, ~~2020.~~particularly Ifthose ~~our~~of ~~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~~acquired 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. These efforts may prove more expensive than we currently anticipate, and we may not succeed in generating sufficient revenues to offset these increased expenses. In addition, we expect to incur significant expenses related to regulatory requirements, and our ability to obtain, protect, and defend our intellectual property rights.entity;

~~We may~~● ~~also~~that ~~encounter~~historical ~~unforeseen~~financial ~~expenses,~~information ~~difficulties, complications, delays and other unknown factors that~~ may ~~increase~~not ~~our~~be ~~capital needs~~representative ~~and/~~or ~~cause~~indicative usof toresults ~~spend~~as ~~our~~a ~~cash~~combined ~~resources~~entity; faster than we expect. Accordingly, we may need to obtain substantial additional funding in order to continue our operations. We cannot assure you that such additional funding will be available on favorable terms, or at all.and

~~We may~~● ~~have~~that ~~risks~~our ~~related~~business and operations would suffer in the event of system failures, and our operations are vulnerable to ~~managing~~interruption ~~any~~by ~~growth~~natural wedisasters, ~~may~~terrorist ~~experience~~activity, power loss and other events beyond our control, the occurrence of which could materially harm our business.

~~We may~~If ~~engage~~our insecurity measures or those of our future ~~acquisitions~~business ~~that~~partners ~~could~~are ~~disrupt~~breached ~~our~~or ~~business~~fail and result in unauthorized disclosure of data, ~~cause~~we ~~dilution~~could lose customers and/or fail to ~~our~~attract ~~stockholders~~new ~~and~~customers. Such breach or failure could also harm our ~~financial~~reputation ~~condition~~ and ~~operating~~expose ~~results~~us to protracted and costly lawsuits.

~~While~~Our platform and computer systems store ~~there~~and ~~are~~transmit ~~currently~~proprietary noand ~~specific~~confidential ~~plans~~information that is subject to ~~acquire~~stringent ~~any~~legal ~~other~~and ~~businesses~~regulatory obligations. Due to the nature of our product, we ~~may~~face an increasing number of threats to our platform and computer systems including unauthorized activity and access, insystem ~~the~~viruses, ~~future~~worms, ~~make~~malicious ~~acquisitions~~code, denial of service attacks, and organized cyberattacks, any of which could breach our security and disrupt our platform. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or ~~investments~~to sabotage computer systems change frequently and generally are not detected until after an incident has occurred. inOur cybersecurity measures or those of our future business partners may be unable to anticipate, ~~companies~~detect or prevent all attempts to compromise our systems or that weof ~~believe~~our ~~have~~future ~~products~~business partners. Our internal computer systems and those of our future business partners are or ~~capabilities~~may ~~that~~also be vulnerable to telecommunication and electrical failures, the occurrence of which could result in material disruptions of our services. If our security measures are breached or fail as a ~~strategic~~result of third-party action, employee error, malfeasance or ~~commercial~~otherwise, ~~fit~~we ~~with~~could ~~our~~be ~~current~~subject to liability or our business could be interrupted, potentially over an extended period of time. Any or all of these issues could harm our reputation, adversely affect our ability to attract new customers, cause existing customers ~~otherwise~~to ~~offer~~scale ~~opportunities~~back their offerings or elect not to renew their agreements, cause prospective students not to enroll or students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or liability. Such issues could also cause a delay in the further development of our new technology for on-line education. Any reputational damage resulting from breach of our systems or disruption of our services could create distrust of our company by prospective customers. We do not currently have a cyber risk insurance policy. In ~~connection~~the event that we obtain one, such insurance may not be adequate to cover losses associated with ~~these~~such ~~acquisitions~~events, orand ~~investments~~in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach. As a result, we may: be required to expend significant additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches.

~~● issue shares of our Common Stock or other forms of equity that would dilute our existing stockholders’ percentage of ownership;~~9

●We ~~incur~~may ~~debt~~have ~~and~~risks ~~assume~~related ~~liabilities;~~to ~~and~~regulatory requirements.

●On-line ~~incur~~education ~~amortization~~is ~~expenses~~subject ~~related~~ to ~~intangible~~ongoing regulatory ~~assets~~obligations orand ~~incur~~review. ~~large~~Maintaining compliance with these requirements may result in significant additional expense to us and ~~immediate~~any ~~write-offs~~failure to maintain such compliance could cause our business to suffer.

WeNoncompliance with applicable regulations ~~may~~or ~~not~~requirements becould ~~able~~subject us to ~~complete~~investigations, ~~acquisitions~~sanctions, onmandatory ~~favorable~~product ~~terms~~recalls, ifenforcement atactions, ~~all.~~disgorgement Ifof profits, wefines, dodamages, ~~complete~~civil anand ~~acquisition~~criminal penalties, weor ~~cannot~~injunctions. ~~assure~~An ~~you that~~adverse outcome in any such ~~acquisition~~litigation ~~will~~could ~~ultimately~~require us ~~strengthen~~to ~~our~~pay ~~competitive~~contractual ~~position~~damages, orcompensatory ~~that~~damages, ~~such~~punitive ~~acquisition~~damages, ~~will~~attorneys’ befees ~~viewed~~and ~~positively~~other bycosts. These enforcement ~~customers~~actions could harm our business, financial ~~markets~~condition orand ~~investors~~results of operations. ~~Furthermore~~If any governmental sanctions are imposed, ~~future~~or ~~acquisitions~~if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be ~~pose~~materially ~~numerous~~adversely ~~additional~~affected. ~~risks~~In addition, responding to any action will likely result in a significant diversion of our ~~expected~~management’s ~~operations,~~attention ~~including:~~and resources and an increase in professional fees.

●Unfavorable global ~~problems~~economic, ~~integrating~~business, ~~the~~or ~~purchased~~political conditions could adversely affect our business, ~~products~~financial condition or ~~technologies;~~results of operations.

●Our results ~~challenges~~of operations could be adversely affected by general conditions in ~~achieving~~the ~~strategic~~global ~~objectives~~economy and in the global financial markets, including ~~cost~~conditions ~~savings~~that are outside of our control and ~~other~~the ~~anticipated~~impact ~~benefits;~~of health and safety concerns, such as those relating to the current COVID-19 coronavirus (“COVID-19”) pandemic. The recent global financial crisis in connection with the COVID-19 pandemic has caused extreme volatility and disruptions in the capital and credit markets. A severe or prolonged economic downturn could result in a variety of risks to our business, including our ability to raise additional capital when needed on acceptable terms, if at all. 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.

~~● increases to our expenses;~~10

●Item ~~the~~1B. ~~assumption~~Unresolved ofStaff ~~significant liabilities that exceed the limitations of any applicable indemnification provisions or the financial resources of any indemnifying party;~~Comments.

~~● inability to maintain relationships with prospective key customers, vendors and other business partners of the acquired businesses;~~None.

●Item ~~diversion~~2. ~~of management’s attention from their day-to-day responsibilities;~~Properties.

●Our ~~difficulty~~corporate inheadquarters ~~maintaining~~are ~~controls~~located at 607 Shelby Street, ~~procedures~~Suite 700 PMB 214, Detroit, Michigan 48226. The lease term for our office and ~~policies~~laboratory ~~during~~space in Ann Arbor, Michigan commenced in November 2017 with an expiration date of May 5, 2019 (the ~~transition~~“Ann Arbor Lease”). In March 2019, the Ann Arbor Lease was extended through May 2022 with monthly payments of $7,942 through May 2022. In May 2020, we terminated the Ann Arbor Lease and ~~integration;~~began operating remotely with no further lease obligations.

~~-11-~~We believe that our existing remote environment is adequate for our current needs. We believe that suitable additional or alternative space will be available in the future on commercially reasonable terms.

●Item ~~entrance~~3. ~~into~~Legal ~~marketplaces where we have limited or no prior experience and where competitors have stronger marketplace positions;~~Proceedings.

●From ~~potential~~time ~~loss~~to time, we may be subject to legal proceedings. We are not currently a party to or aware of ~~key~~any ~~employees~~proceedings that we believe will have, ~~particularly~~individually ~~those~~or ofin the aggregate, ~~acquired~~a ~~entity;~~material adverse effect on our business, financial condition or results of operations.

●Item ~~that~~4. ~~historical~~Mine ~~financial~~Safety ~~information may not be representative or indicative of results as a combined entity; and~~Disclosures.

●Not 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 businessApplicable.

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. Such breach or failure could also harm our reputation and expose us to protracted and costly lawsuits.11

~~Our platform~~PART and computer systems store and transmit proprietary and confidential information that is subject to stringent legal and regulatory obligations. Due to the nature of our product, we face an increasing number of threats to our platform and computer systems including unauthorized activity and access, system viruses, worms, malicious code, denial of service attacks, and organized cyberattacks, any of which could breach our security and disrupt our platform. The techniques used by computer hackers and cyber criminals to obtain unauthorized access to data or to sabotage computer systems change frequently and generally are not detected until after an incident has occurred. 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 internal computer systems and those of our future business partners are or may also be vulnerable to telecommunication and electrical failures, the occurrence of which could result in material disruptions of our services. If our security measures are breached or fail as a result of third-party action, employee error, malfeasance or otherwise, we could be subject to liability or our business could be interrupted, potentially over an extended period of time. Any or all of these issues could harm our reputation, adversely affect our ability to attract new customers, cause existing customers to scale back their offerings or elect not to renew their agreements, cause prospective students not to enroll or students to not stay enrolled in our offerings, or subject us to third-party lawsuits, regulatory fines or other action or liability. Such issues could also cause a delay in the further development of our new technology for on-line education. Any reputational damage resulting from breach of our systems or disruption of our services could create distrust of our company by prospective customers. We do not currently have cyber risk insurance. In the event that we obtain one, such insurance may not be adequate to cover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses and losses we could incur to respond to and remediate a security breach. As a result, we may be required to expend significant additional resources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptions or breaches.II

~~On-line education~~There is ~~subject~~no toestablished ~~ongoing~~public ~~regulatory obligations and review. Maintaining compliance with these requirements may result in~~trading ~~significant~~market ~~additional~~for ~~expense to us and any failure to maintain such compliance could cause~~ our ~~business~~common ~~to suffer~~stock.

Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, disgorgement of profits, fines, damages, civil and criminal penalties, or injunctions. An adverse outcome in any such litigation could require us to pay contractual damages, compensatory damages, punitive damages, attorneys’ fees and other costs. These enforcement actions could harm our business, financial condition and results of operations. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, financial condition and results of operations could be materially adversely affected. In addition, responding to any action will likely result in a significant diversion of our management’s attention and resources and an increase in professional fees.Holders

~~-12-~~As of September 14, 2020, we had approximately 149 holders of record of our common stock.

~~We face risks and challenges related to any implementation of blockchain technology into our business to protect user information.~~Dividends

We ~~will~~have ~~face~~never ~~certain~~paid ~~risks~~or declared any cash dividends on our common stock, and ~~challenges~~we do not anticipate paying any cash dividends on our common stock in ~~implementing~~the foreseeable future. We intend to retain all available funds and any future earnings to fund the ~~blockchain~~development and expansion of our business. Any future determination to pay dividends will be at the discretion of our Board of Directors and will depend upon a number of factors, including our results of operations, ~~but~~financial ~~not~~condition, ~~limited~~future ~~to:~~prospects, contractual restrictions, restrictions imposed by applicable law and other factors our Board of Directors deems relevant.

●Recent ~~the~~Sales ~~risk~~ of ~~inability~~Unregistered ~~to encode data properly;~~Securities

●Set forth below is information regarding securities issued or granted by us during the ~~risk~~fiscal ~~that~~year ~~institutions~~ended ~~will~~June be30, ~~reluctant~~2020 orthat ~~unwilling~~were tonot ~~embrace~~registered under the ~~technology~~Securities Act and ~~recognize~~were ~~encoded~~not ~~data;~~previously reported on a Quarterly Report on Form 10-Q or a Current Report on Form 8-K:

●On ~~the~~July ~~risk~~29, ~~that~~2019, ~~the~~we ~~encoding~~granted ofa ~~data~~director 75,000 options to purchase common stock in connection with her appointment to the ~~blockchain~~Board ~~will~~of ~~prove~~Directors. ~~unwieldy~~These ~~and~~options ~~therefore~~carry ~~less~~an ~~preferred~~exercise price ~~than~~of ~~traditional~~$2.00 ~~methods;~~per share.

●From ~~uncertainty~~August in2019 ~~determining~~to ~~how~~December ~~fast~~2019, we sold and issued an ~~innovative~~aggregate ~~technology~~of 2,741,235 shares of common stock to accredited investors in a private placement. We will beissue ~~accepted~~warrants to bythe Placement Agent in the ~~target~~offering ~~market~~to purchase up to 274,123 ifshares atof ~~all;~~our ~~and~~common stock (10% of the total securities sold in the offering), with an exercise price equal to $2.00 per share.

●On April 21, 2020, May 6, 2020, and May 22, 2020, we entered into note purchase agreements (the ~~risk~~“Purchase ~~that~~Agreements”) with certain accredited investors in connection with the ~~development~~offering and sale of ~~blockchain~~unsecured ~~technology~~convertible ~~could~~promissory benotes ~~stifled~~with oran ~~otherwise~~aggregate ~~adversely~~principal ~~impacted~~amount byof ~~regulatory~~$2,182,500, before ~~uncertainty~~deducting referral fees payable to a FINRA-registered broker/dealer and other offering expenses in connection with the closing of a private placement offering.

~~Additional~~On May 21, 2020, we issued 525,000 options ~~Risks~~to ~~Relating~~purchase common stock to ~~Our~~our ~~Reliance~~Chief onExecutive ~~Blockchain~~Officer ~~Solutions~~in ~~Provided~~connection bywith ~~Third-Parties~~her Executive Agreement. These options carry an exercise price of $2.00 per share.

~~Because we~~On doMay ~~not~~22, ~~plan~~2020 towe ~~develop~~issued ~~our~~an ~~own~~aggregate of ~~blockchain solution at this time~~960,000 weoptions ~~plan~~ to ~~seek~~purchase acommon ~~third-party~~stock ~~provider of public or private blockchain solutions~~ to ~~record course credits attained using~~ our ~~platform.~~directors Asin aconsideration ~~result,~~for wetheir ~~face~~service ~~certain~~on ~~risks~~our ~~and~~Board ~~challenges~~of ~~related~~Directors. These tooptions ~~being~~carry ~~reliant~~an ~~upon~~exercise ~~blockchain~~price ~~solutions~~of ~~provided~~$2.00 byper ~~third-parties, including, but not limited to:~~share.

●On ~~The~~June ~~third-party~~29, ~~blockchain~~2020, ~~solutions~~ we ~~utilize~~issued ~~might~~15,000 ~~not~~options to ~~meet~~purchase ~~our~~common ~~intended~~stock ~~goals~~to an employee of ~~recording~~the ~~course~~Company. ~~credits;~~These options carry an exercise price of $2.00 per share.

● The ~~third-party~~transactions ~~blockchain~~described ~~solutions~~above wewere ~~utilize~~exempt from ~~might~~registration ~~not~~under beSection ~~customizable~~4(a)(2) toof ~~address~~the ~~changing~~Securities ~~customer~~Act ~~preferences~~(or ~~which~~Rule ~~could~~506 ~~limit~~of ~~sales;~~Regulation D thereunder) as not involving any public offering.

●Item ~~The~~6. ~~third-party~~Selected ~~blockchain~~Financial ~~solutions we utilize might not meet our customer’s expectations which could impact potential sales;~~Data.

● The ~~third-party~~Company ~~blockchain~~is ~~solutions~~not werequired ~~utilize~~to ~~might~~provide the ~~contain~~information ~~contains~~required ~~bugs~~by orthis ~~other~~Item ~~errors,~~as ~~defects~~it oris ~~security~~a ~~vulnerabilities,~~“smaller ~~that~~reporting ~~could~~company,” ~~cause~~as ~~delays~~defined ~~which~~in ~~could~~Rule ~~impact our reputation and market acceptance of our courses;~~229.10(f)(1).

● There are a limited number of third-party providers of blockchain solutions; therefore if our relationship with a third party provider is adversely affected for any reason, such as due to competitive pressures or changes in our strategies and priorities, our ability to obtain other blockchain solutions on competitive financial terms could be adversely affected;12

●Item ~~Public~~7. ~~blockchain~~Management’s ~~solutions~~Discussion ~~are typically more expensive~~ and ~~require~~Analysis ~~more computational power to run which may increase the cost~~ of ~~third-party~~Financial ~~blockchain~~Condition ~~solutions to us;~~ and ●Results ~~Private blockchain solutions are typically less expensive than public blockchain solutions but are less efficient when individuals outside~~ of ~~the company require access which may be inconsistent with our intended use of blockchain~~Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included in this Annual Report. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-13looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” elsewhere in this Annual Report. You should review the disclosure under the heading “Risk Factors” in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

~~Risks Related to our Common Stock~~Overview

We are ana Delaware corporation named Amesite Inc. (the “~~emerging~~Company) ~~growth~~and ~~company~~have a wholly-owned subsidiary, Amesite Operating Company, a Delaware corporation (“Amesite Operating Company”). ~~and~~We are ~~thus~~an artificial intelligence driven platform and course designer that rapidly provides customized, high ~~subject~~performance and scalable online products for schools and businesses. We use machine learning to ~~reporting~~provide ~~requirements~~a ~~that~~novel, mass customized experience to learners. Our customers are ~~less~~businesses, ~~rigorous~~universities ~~than~~and ~~Exchange Act~~colleges ~~rules~~and ~~for~~K-12 ~~companies~~schools. ~~that~~We are ~~not~~passionate ~~“emerging~~about ~~growth~~improving the ~~companies~~learner experience and learner outcomes in online learning products, and improving our customers’ ability to create and deliver both.” ~~Our~~We ~~investors~~are ~~could~~focused ~~receive~~on ~~less~~creating ~~information~~the ~~than~~best possible technology solutions and have been awarded an innovation award for our ~~they~~product. ~~might~~We ~~expect~~are committed to ~~receive~~our ~~from~~team, ~~more~~and ~~mature~~have ~~public~~twice ~~companies~~been recognized with workplace excellence awards.

~~We are~~During ~~an “emerging growth company” as defined in~~ the ~~JOBS~~year ~~Act.~~ended ~~For~~June as30, ~~long~~2019, as we ~~continue to be an emerging growth company,~~ webegan ~~may~~generating ~~take~~revenue ~~advantage of exemptions~~ from ~~various~~our ~~reporting~~services ~~requirements~~and ~~that~~products. ~~are~~Our ~~applicable~~activities ~~to other public companies that~~ are ~~not~~ ~~emerging~~subject ~~growth companies, including (i) not being required~~ to ~~comply~~significant ~~with~~risks the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act, (ii) having the option of delaying the adoption of certain new or revised financial accounting standards, (iii) reduced disclosure obligations regarding executive compensation in this Memorandum and ~~our periodic reports and proxy statements~~uncertainties, ~~and (iv) exemptions from the requirements of holding a nonbinding advisory vote~~including onfailure ~~executive compensation and stockholder approval of any golden parachute payments not previously approved. We have elected~~ to ~~use~~ ~~the~~secure ~~extended~~additional ~~transition~~funding ~~period for complying with new or revised accounting standards under the JOBS Act, which allows us~~ to ~~delay~~execute the ~~adoption~~current of certain new or revised accounting standards. As a result of such election, our financial statements may not be comparable to public companies that comply with public company effective dates. Because our financial statements may not be comparable to companies that comply with public company effective dates, investors may have difficulty evaluating or comparing our business, ~~performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our Common Stock~~plan.

~~Additionally, in~~The ~~the~~following ~~event~~discussion ~~that~~highlights weour results ~~are~~of ~~able~~operations toand ~~successfully~~the ~~list~~principal ~~our~~factors ~~Common~~that ~~Stock~~have onaffected aour ~~national~~financial ~~securities~~condition ~~exchange~~as orwell ~~any~~as ~~other exchange, or have~~ our ~~Common~~liquidity ~~Stock~~and ~~quoted~~capital resources onfor ~~an over-~~the~~-counter~~ ~~trading~~fiscal ~~system~~years inended ~~the~~June ~~future~~30, we2020 ~~cannot~~and ~~predict~~2019 ifand ~~investors~~provides ~~will~~information ~~find~~that ~~our Common~~management ~~Stock~~believes ~~less~~is ~~attractive~~relevant ~~because~~for wean assessment ~~may~~and ~~rely~~understanding onof the ~~exemptions~~statements ~~available~~of tofinancial ~~emerging~~condition ~~growth~~and ~~companies~~results ~~and/or~~of ~~smaller~~operations ~~reporting companies~~presented herein. IfThe ~~some~~following discussion ~~investors~~and ~~find~~analysis are based on our ~~Common~~audited ~~Stock~~financial ~~less~~statements ~~attractive~~contained asin athis ~~result~~Annual Report, ~~there~~which ~~may~~we behave aprepared ~~less~~in accordance ~~active~~with ~~trading~~United ~~market~~States ~~for our~~generally ~~Common~~accepted ~~Stock~~accounting ~~and~~principles, or GAAP. You should read the ~~share~~discussion ~~price~~and ofanalysis ~~our~~together with ~~Common~~such ~~Stock~~financial ~~may~~statements beand ~~more~~the ~~volatile~~related notes thereto.

We could remain an emerging growth company for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our Common Stock held by non-affiliates exceeds $700 million as of the end of any completed second fiscal quarter before that time or if we have total annual gross revenue of approximately $1.1 billion or more during any fiscal year before that time, or if we issue more than $1.0 billion in non-convertible debt during any three-year period before that time. Even after we no longer qualify as an emerging growth company, we may still remain a “smaller reporting company” which would allow us to take advantage of scaled disclosure requirements for smaller reporting companies, including certain of the exemptions available to emerging growth companies.Reorganization

~~There~~We plan to consummate a reorganizational ismerger ~~currently~~(the no“Reorganization”), ~~market~~whereby ~~for~~Amesite ~~our~~Operating ~~Common~~Company ~~Stock~~will merge with and weinto ~~cannot~~the ~~assure~~Company, ~~you~~with ~~that~~Amesite Operating ~~any~~Company ~~market~~resulting ~~will~~as ~~ever~~the ~~develop~~surviving entity. ~~You~~In ~~may~~connection ~~therefore~~with bethe ~~unable~~same, we will file a Certificate of Ownership and Merger towith ~~re-sell~~the ~~shares~~Delaware Secretary of State, and our ~~Common~~name ~~Stock~~will atchange ~~times~~from ~~and~~“Amesite ~~prices~~Operating ~~that~~Company” ~~you~~to ~~believe~~“Amesite ~~are~~Inc.” (“New ~~appropriate~~Amesite”). The Reorganization was approved by the stockholders of the Company on August 4, 2020.

~~Our~~The ~~Common~~consolidated ~~Stock~~financial isstatements ~~not~~after ~~listed~~completion onof ~~a national securities exchange or any other exchange or quoted on an over-~~the~~-counter~~ ~~market.~~Reorganization ~~Therefore, there~~will isinclude ~~no trading market, active or otherwise, for our Common Stock and our Common Stock may never be included for trading on any securities exchange, automated quotation system or any over-~~the~~-counter~~ ~~market. Accordingly~~assets, ~~our~~liabilities ~~Common Stock is highly illiquid~~ and ~~you~~results ~~will~~of ~~likely experience difficulty in re-selling such Common Stock at times and prices that you may desire and without~~operations ~~depressing~~of the ~~market~~merged ~~price~~companies for ~~the~~all ~~Common~~periods ~~Stock or at all~~presented.

~~Our Common~~Basis ~~Stock~~of ~~may not be eligible for listing or quotation on any securities exchange.~~Presentation

~~We do~~The ~~not~~consolidated ~~currently~~financial ~~meet~~statements ~~the initial quantitative listing standards of any national securities exchange or over-the-counter trading~~contained ~~system.~~herein We cannot assure you that we will be able to meet the initial listing standards of any national securities exchange, or, if we do meet such initial listing standards, that we will be able to maintain any such listing. Further, the national securities exchanges are adopting so-called “seasoning” rules that will require that we meet certain requirements, including prescribed periods of time trading over-the-counter and minimum filings of periodic reports with the SEC, before we are eligible to apply for listing on such national securities exchanges. We have ~~arranged~~been ~~for~~prepared ~~a registered broker-dealer to apply to have our Common Stock quoted on the OTCQB or another over-the-counter system. However, we cannot provide assurance that we will be successful~~ in ~~having~~accordance ~~our~~with ~~Common~~GAAP Stock quoted on an over-the-counter market or listed on a national securities exchange. Even if our Common Stock is quoted for sale on an over-the-counter quotation system, buyers may be insufficient in number to allow for a robust market and ~~it may prove impossible to sell your Common Stock. In addition, an investor may find it difficult to obtain accurate quotations as to~~ the ~~market value~~requirements of ~~our Common Stock. In addition, if we fail to meet~~ the ~~criteria set forth in the regulations of the~~ Securities and Exchange Commission~~, various~~ ~~requirements would be imposed by law on broker-dealers who sell our securities to persons other than established customers and accredited investors~~(“SEC”). Consequently, such regulations may deter broker-dealers from recommending or selling our Common Stock, which may further affect its liquidity. This would also make it more difficult for us to raise additional capital.

~~-14-~~13

~~The future~~Critical ~~issuance~~Accounting ofPolicies ~~equity or of other securities that are convertible into equity may dilute your investment~~ and ~~reduce~~Significant ~~your equity~~Judgments ~~interest.~~and Estimates

WeThis management’s discussion and ~~may~~analysis ~~choose~~of tofinancial ~~raise~~condition ~~additional~~and ~~capital~~results inof ~~the~~operations ~~future,~~is ~~depending~~based on ~~market~~our ~~conditions~~consolidated financial statements, ~~strategic~~which ~~considerations~~have ~~and~~been ~~operational~~prepared ~~requirements.~~in Toaccordance ~~the~~with ~~extent~~U.S. ~~that~~GAAP. ~~additional~~The ~~capital~~preparation isof ~~raised~~these ~~through~~consolidated ~~the~~financial ~~issuance~~statements ofrequires ~~shares~~us ofto ~~our~~make ~~Common~~estimates ~~Stock~~and orassumptions that ~~other~~affect ~~securities convertible~~the ~~into~~reported ~~shares~~amounts of ~~our~~assets ~~Common~~and ~~Stock~~liabilities, ~~our~~disclosure ~~stockholders’~~of ~~ownership~~contingent ~~interests~~assets inand ~~our~~liabilities ~~Company~~at ~~will~~the bedate ~~diluted.~~of ~~Future~~the ~~issuances~~financial statements, and the reported amounts of ~~our~~revenue ~~Common~~and ~~Stock,~~expenses ~~other~~during ~~equity~~the ~~securities~~reported orperiod. ~~other~~In ~~securities~~accordance ~~convertible~~with ~~into~~U.S. ~~shares~~GAAP, we ofbase our ~~Common~~estimates ~~Stock~~on orhistorical experience and on various other ~~equity~~ ~~securities,~~assumptions we believe to be reasonable under the ~~exercise~~circumstances. Actual ofresults ~~currently~~may ~~outstanding~~differ orfrom ~~future~~these ~~options~~estimates orif ~~warrants~~conditions ~~for~~differ from our ~~Common~~assumptions. ~~Stock,~~While orour ~~the~~significant ~~perception~~accounting policies ~~that~~are ~~such~~more ~~sales~~fully ordescribed ~~exercises~~in ~~may~~Note ~~occur,~~2 ~~could~~in ~~adversely affect~~ the ~~prevailing~~“Notes ~~market~~to ~~price~~Consolidated ofFinancial ~~our~~Statements”, ~~Common~~we ~~Stock~~believe ~~and~~the ~~impair~~following ~~our~~accounting ~~ability~~policies are critical to ~~raise~~the ~~capital~~process ~~through~~of ~~future~~making ~~offerings~~significant ofjudgments ~~equity~~and orestimates ~~equity-linked~~in ~~securities~~preparation of our consolidated financial statements.

~~Because we~~Internally-Developed doCapitalized ~~not intend to pay dividends, stockholders will benefit from an investment in our Common Stock only if it appreciates in value.~~Software

We capitalize certain costs related to ~~have~~internal-use ~~never~~software, ~~declared~~primarily orconsisting ~~paid~~of ~~any~~direct ~~cash~~labor ~~dividends~~and onthird-party ~~our~~vendor ~~Common~~costs ~~Stock~~associated with creating the software. Software ~~For~~development projects generally include three stages: the ~~foreseeable~~preliminary ~~future,~~project itstage is(all ~~expected~~costs ~~that~~are ~~earnings~~expensed as incurred), ifthe ~~any,~~application ~~generated~~development ~~from~~stage ~~our~~(certain ~~operations~~costs ~~will~~are becapitalized ~~used~~and tocertain ~~finance~~costs are expensed as incurred) and the ~~growth~~post-implementation/operation stage of(all ~~our~~costs ~~business,~~are ~~and~~expensed ~~that~~as noincurred). ~~dividends~~Costs ~~will~~capitalized bein ~~paid~~the application development stage include costs related to the ~~holders~~design and implementation of ~~our~~the ~~Common~~selected ~~Stock.~~software Ascomponents, asoftware ~~result~~build and configuration infrastructure, ~~the~~and ~~success~~software interfaces. Capitalization of ancosts ~~investment~~requires judgment in ~~our~~determining ~~Common~~when ~~Stock~~a ~~will~~project ~~depend~~has ~~upon~~reached ~~any~~the ~~future~~application ~~appreciation~~development stage, the proportion of time spent in ~~its~~the ~~value.~~application ~~There~~development isstage, noand ~~guarantee~~the period over which we expect to benefit from the use of that ~~our~~software. Once ~~Common~~the ~~Stock~~software ~~will~~is ~~appreciate~~placed in ~~value~~service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three years.

~~Our principal~~Stock-Based ~~stockholders and management own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval.~~Compensation

~~Our~~We ~~directors,~~have ~~executive officers~~issued ~~and~~three ~~each~~types of ~~our~~stock-based awards ~~stockholders~~under ~~who,~~our asstock ofplans: ~~September~~stock 30options, ~~2019,~~restricted ~~owned~~stock ~~greater~~units ~~than~~and 5%stock ofwarrants. ~~our~~All ~~outstanding~~stock-based ~~Common~~awards ~~Stock~~granted ~~beneficially~~to employees, ~~own~~directors ~~approximately~~and ~~66.52%~~independent ofcontractors ~~our~~are ~~Common~~measured ~~Stock.~~at ~~Accordingly,~~fair ~~these~~value ~~stockholders~~at ~~have~~each ~~and~~grant ~~will~~date. ~~continue~~We torely ~~have~~on ~~significant influence over~~ the ~~outcome~~Black-Scholes ofoption ~~corporate~~pricing model ~~actions~~for ~~requiring~~estimating ~~stockholder approval, including~~ the ~~election~~fair value of ~~directors,~~stock-based aawards ~~merger~~granted, ~~the~~and ~~consolidation or~~expected ~~sale~~volatility ofis ~~all~~based oron ~~substantially~~the ~~all~~historical volatilities of ~~our~~peer ~~assets~~company’s orcommon ~~any other significant corporate transaction~~stock. ~~The~~Stock ~~interests~~options ofgenerally ~~these~~vest ~~stockholders may~~over ~~not~~two beyears from the ~~same~~grant asdate orand ~~may~~generally ~~even~~have ~~conflict~~ten-year contractual ~~with our other investors’ interests~~terms. ~~For~~Restricted ~~example,~~stock ~~these~~units ~~stockholders~~generally ~~could~~have ~~delay or prevent~~ a ~~change~~term ~~in control~~ of ~~us,~~20 ~~even~~months iffrom ~~such~~the aclosing ~~change~~date inof ~~control~~the ~~would~~agreement. ~~benefit~~Stock ~~our~~warrants issued ~~other~~have ~~stockholders,~~a ~~which~~term ~~could deprive our stockholders~~ of anfive ~~opportunity~~years tofrom ~~receive~~the aclosing ~~premium~~date ~~for~~of ~~their~~the ~~Common~~respective ~~Stock~~private asplacements. ~~part~~Information ofabout ~~a sale of~~ the ~~Company or our assets.~~assumptions ~~The~~used ~~significant~~in ~~concentration~~the calculation of stock-based ~~ownership~~compensation ~~may~~expense ~~negatively~~is ~~impact~~set ~~the~~forth ~~value~~in ofNotes ~~our~~5 ~~Common~~and ~~Stock~~6 ~~due~~in the “Notes to ~~potential~~Consolidated ~~investors’~~Financial ~~perception~~Statements” ~~that conflicts~~ of ~~interest~~this ~~may~~Annual ~~exist or arise~~Report.

~~Our Certificate~~Revenue of Incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders, including claims under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers or employees.Recognition

~~Our Certificate~~We ofgenerate ~~Incorporation~~substantially ~~provides~~all ~~that the Court~~ of ~~Chancery of the State of Delaware shall, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action or proceeding brought on~~ our ~~behalf, (ii) any~~revenue ~~action~~from ~~asserting~~contractual aarrangements ~~claim~~with ~~for breach of a fiduciary duty owed by any of~~ our ~~directors,~~customers ~~officers, employees or agents~~ to usprovide ~~or our stockholders, (iii) any action asserting~~ a ~~claim~~comprehensive ~~arising~~platform ~~pursuant to any provision~~ of ~~the~~tightly ~~Delaware~~integrated ~~General~~technology Corporation Law, our certificate of incorporation or our bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and ~~our directors,~~technology ~~officers,~~enabled ~~employees~~services ~~and~~related agents. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to ~~bring~~ the ~~action,~~programs and ~~such~~offerings judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find the choice of forum provision contained in our certificate of incorporation to be inapplicable or unenforceable in an action, we ~~may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition~~deliver.

~~-15-~~Performance Obligations and Timing of Recognition

~~Certain provisions~~A ofperformance ~~our~~obligation ~~Certificate~~is ofa ~~Incorporation~~promise ~~and~~in a ~~Delaware~~contract ~~law~~to ~~make~~transfer ita ~~more~~distinct ~~difficult~~good ~~for~~or aservice ~~third party~~ to ~~acquire~~the uscustomer. ~~and~~A ~~make a~~contract’s ~~takeover~~transaction ~~more~~price ~~difficult~~is allocated to ~~complete,~~each ~~even~~distinct performance ifobligation ~~such~~and arecognized ~~transaction~~as ~~were~~revenue inwhen, ~~stockholders’~~or ~~interest~~as, the performance obligation is satisfied.

~~Our~~We derive revenue primarily from contractually ~~Certificate~~specified percentages of ~~Incorporation~~the amounts our educational institution partners receive from their students in Amesite-hosted programs for tuition and ~~the~~fees, ~~Delaware~~less ~~General~~credit ~~Corporation~~card ~~Law~~fees ~~contain~~and ~~certain~~other ~~provisions~~specified ~~that~~charges ~~may~~we have ~~the~~agreed ~~effect~~to ofexclude ~~making~~in certain partner contracts. itOur ~~more~~contracts ~~difficult~~with orpartners ~~delaying~~generally ~~attempts~~have bythree ~~others~~to six-year terms and have a single performance obligation, as the promises to provide ~~obtain~~a ~~control~~hosted platform of ~~our~~tightly ~~Company~~integrated technology and services partners need to attract, ~~even~~enroll, ~~when~~educate ~~these~~and ~~attempts~~support ~~may~~students are benot indistinct within the ~~best interests~~context of ~~our~~the ~~stockholders~~contracts. WeThe ~~also~~single ~~are~~performance ~~subject~~obligation tois ~~the~~delivered ~~anti-takeover~~as ~~provisions of~~ the ~~Delaware~~partners ~~General~~receive ~~Corporation~~and consume ~~Law~~benefits, which ~~prohibits~~ usoccurs ~~from~~ratably ~~engaging~~over in a ~~“business~~series ~~combination”~~of ~~with~~academic anterms. ~~“interested~~The ~~stockholder”~~fees ~~unless~~received from partners over the ~~business~~term of the arrangement ~~combination~~are isvariable ~~approved~~in nature in athat ~~prescribed~~they ~~manner~~are ~~and~~dependent ~~prohibits~~upon the ~~voting~~number of ~~shares~~students ~~held~~that byare ~~persons~~enrolled ~~acquiring~~in ~~certain~~the ~~numbers~~program ~~of shares~~within ~~without~~each ~~obtaining requisite approval~~academic term. The ~~statutes~~fees are allocated to and ~~our~~are ~~Certificate~~recognized ofratably ~~Incorporation~~over ~~have~~the related academic term, defined as the ~~effect~~period beginning on the first day of ~~making~~classes itthrough ~~more difficult~~the tolast. ~~effect~~A arefund ~~change~~allowance inis ~~control~~established offor our ~~Company~~share of tuition and fees ultimately uncollected by university partners.

There Is Presently No Market For Our Common Stock. Any Failure To Develop Or Maintain A Trading Market Could Negatively Affect The Value Of Our Shares And Make It Difficult Or Impossible For You To Sell Your Shares. 14

~~There has~~We ~~never~~do ~~been and there currently is no public market for our Common Stock and a public market for our Common Stock may~~ not ~~develop upon~~disclose ~~completion~~the value of ~~this offering. While we will attempt to have our Common Stock quoted on a market place maintained by the OTC~~unsatisfied ~~Markets~~performance ~~Group,~~obligations ~~Inc.,~~because ~~we will have to seek market-makers to provide quotations for~~ the ~~Common~~variable ~~Stock~~consideration ~~and it~~ is ~~possible~~allocated ~~that~~entirely ~~no market-maker will want~~ to ~~provide~~a ~~such~~wholly ~~quotations.~~unsatisfied ~~Failure~~promise to ~~develop~~transfer ~~or maintain an active trading market could negatively affect~~a ~~the~~service ~~value~~that offorms ~~our shares and make it difficult or impossible for you to sell your shares or recover any~~ part of ~~your investment in us. Even if~~ a ~~market~~single ~~for our Common Stock does develop, the market price of our Common Stock may be highly volatile. In addition to the uncertainties relating to our future operating~~ performance ~~and~~obligation ~~the profitability of our operations~~(i.e., ~~factors~~consideration ~~such~~received asis ~~variations in~~based ~~our~~on ~~interim~~student ~~financial results~~headcount, ~~or various other unpredictable factors, many of~~ which ~~are beyond our control, may have a negative~~is ~~effect~~unknown onin ~~the market price of our Common Stock~~advance).

~~Even if~~We ~~our~~also ~~Common~~receive ~~Stock~~fees isthat ~~quoted~~are onfixed anin nature, ~~over-~~such ~~the-~~as ~~counter~~annual ~~market~~license charges, ~~any~~in ~~such~~place ~~market~~or ~~will~~in beconjunction ~~limited.~~with ~~Accordingly,~~variable ~~there~~consideration. ~~can~~The befees noare ~~assurance as~~independent toof the number ~~liquidity~~ of ~~any~~students ~~markets~~ that ~~may~~are ~~develop~~enrolled ~~for~~in courses with our ~~Common~~customers ~~Stock,~~and are allocated to and recognized ratably over the ~~ability~~service period of ~~holders~~the ofcontract ~~our~~that ~~Common~~the ~~Stock~~Amesite platform is made available to ~~sell~~the ~~their shares,~~customer or(i.e. the ~~prices~~customer atsimultaneously ~~which~~receives ~~holders~~and consumes ~~may~~the bebenefit ~~able~~of tothe ~~sell~~software ~~our~~over ~~Common~~the ~~Stock~~contract service period).

~~A sale~~Contract ofFulfilment ~~a substantial number of shares of our Common Stock may cause the price of the Common Stock to decline.~~Costs

~~If a~~We ~~public~~incur ~~market~~certain ~~for~~fulfilment ~~our~~costs ~~Common~~related to ~~Stock~~software ~~develops~~design ~~and~~of ifspecific ~~our~~course ~~stockholders~~offerings ~~sell~~for ~~substantial amounts of~~ our ~~Common Stock in the public market~~customers, ~~the~~primarily ~~market~~comprised ~~price~~ of ~~our~~software ~~Common~~development ~~Stock could fall~~costs. These ~~sales~~costs are ~~also~~capitalized ~~may~~and ~~make~~recorded iton ~~more~~a ~~difficult~~contract-by-contract ~~for~~basis usand toamortized ~~sell~~using ~~equity~~the ~~or equity~~straight-~~related~~line ~~securities~~method inover the ~~future~~length atof ~~a time and price that we deem reasonable or appropriate~~the contract. ~~Stockholders~~There ~~who~~were ~~have~~no ~~been issued~~costs ~~shares in the Merger will be able~~ to ~~sell~~fulfill ~~their~~capitalized ~~shares~~as ~~pursuant to Rule 144 under the Securities Act~~ of ~~1933,~~June ~~as amended (“Securities Act”)~~30, ~~beginning~~2020 ~~one~~and ~~year after the stockholders acquired their shares, subject to limitations imposed by the lock-up agreements~~2019.

~~We are~~Accounts ~~subject to the reporting requirements of federal securities laws~~Receivable, ~~which~~Contract ~~can be expensive~~ Assets and ~~may divert resources from other projects, thus impairing our ability grow.~~Liabilities

WeBalance sheet items related to contracts ~~are~~consist aof ~~public~~accounts ~~reporting~~receivable ~~company~~(net) and, ~~accordingly,~~contract ~~subject~~liabilities toon ~~the~~our ~~information~~condensed ~~and~~consolidated ~~reporting~~balance ~~requirements~~sheets. ofAccounts ~~the~~receivable (net) ~~Exchange~~is ~~Act~~stated ~~and other~~at ~~federal~~net ~~securities~~realizable ~~laws~~value, ~~including~~and ~~compliance~~we ~~with~~utilize the ~~Sarbanes-Oxley~~allowance ~~Act~~method ofto ~~2002~~provide ~~(the~~for ~~“Sarbanes-Oxley~~doubtful ~~Act”).~~accounts based on management’s ~~The~~evaluation ~~costs~~of the collectability of ~~preparing~~the ~~and~~amounts ~~filing~~due. ~~annual~~Our estimates are reviewed and ~~quarterly~~revised ~~reports,~~periodically ~~proxy~~based ~~statements~~on historical collection experience and ~~other~~a ~~information~~review ~~with~~of the ~~SEC~~current ~~and~~status ~~furnishing~~of accounts receivable. Historically, actual write-offs for uncollectible accounts ~~audited~~have ~~reports~~not tosignificantly ~~stockholders~~differed ~~would~~from ~~cause~~prior ~~our~~estimates. ~~expenses~~We recognize unbilled revenue when revenue recognition occurs in advance of billings; this can occur when billings to beuniversity ~~higher~~partners ~~than~~are ~~they~~not ~~would~~made beuntil ifafter wethe ~~remained~~academic ~~privately~~term ~~held~~has commenced and ~~did~~final ~~not~~enrollment ~~consummate~~information ~~the~~becomes ~~Merger~~available.

~~-16-~~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.

~~It may~~Some becontracts ~~time~~also ~~consuming,~~involve ~~difficult~~annual ~~and~~license fees, ~~costly~~ for uswhich toup-front ~~develop~~amounts ~~and~~are ~~implement~~received ~~the~~from ~~internal controls and reporting procedures required by the Sarbanes-Oxley Act~~customers. WeIn ~~may~~these ~~need to hire additional financial reporting~~contracts, ~~internal~~the ~~controls~~license ~~and~~fees ~~other~~received ~~finance personnel~~ in ~~order~~ toadvance ~~develop and implement appropriate internal controls and reporting procedures. If we are unable to comply with the internal controls requirements~~ of the ~~Sarbanes-Oxley Act, then we may not be able to obtain the independent accountant certifications required~~platform’s bylaunch ~~such~~are ~~act,~~recorded ~~which~~as ~~may~~contract ~~preclude us from keeping our filings with the SEC current~~liabilities.

~~If we~~Results ~~fail to establish and maintain an effective system~~ of internal control, we may not be able to report our financial results accurately or to prevent fraud. Any inability to report and file our financial results accurately and timely could harm our reputation and adversely impact the trading price of our Common Stock.Operations

~~Effective internal~~Fiscal ~~control~~year isended ~~necessary~~June ~~for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud~~30, we2020 ~~may not be able to manage our business as effectively as we would if an effective control environment~~compared existed, and our business and reputation with investors may be harmed. As a result, our small size and any current internal control deficiencies may adversely affect our financial condition, results of operation and access to ~~capital.~~June ~~We have not performed an in-depth analysis to determine if historical un-discovered failures of internal controls exist~~30, ~~and may in the future discover areas of our internal control that need improvement.~~2019

~~Public company compliance may make it more difficult to attract and retain officers and directors.~~Revenue

~~The Sarbanes-Oxley~~We ~~Act~~generated ~~and~~revenues ~~new~~of ~~rules~~$59,749 ~~subsequently~~for ~~implemented by~~ the ~~SEC have required changes in corporate governance practices of~~ ~~public~~year ~~companies.~~ended AsJune ~~a public company~~30, we2020 ~~expect~~as ~~these~~compared ~~new rules and regulations~~ to ~~increase our compliance costs in 2019 and beyond and to make certain activities more time consuming and costly. As a public company~~$14,920 ~~we also expect that these new rules and regulations may make it more difficult and expensive~~ for ~~us to obtain director and officer liability insurance in~~ the ~~future and~~year weended ~~may~~June be30, ~~required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage~~2019. AsSuch arevenues ~~result,~~were itprimarily ~~may~~derived befrom ~~more difficult for us to attract and retain qualified persons to serve on our board of~~contracts ~~directors~~with oruniversity ~~as executive officers~~customers.

~~Our Common Stock is deemed a “penny stock,” which would make it more difficult for our investors to sell their shares.~~15

~~Our Common~~Operating Stock is subject to the “penny stock” rules adopted under Section 15(g) of the Exchange Act. The penny stock rules generally apply to companies whose Common Stock is not listed on The NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share, other than companies that have had average revenue of at least $6,000,000 for the last three years or that have tangible net worth of at least $5,000,000 ($2,000,000 if the company has been operating for three or more years). These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If we remain subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.Expenses

~~You may~~General ~~have difficulty trading~~ and ~~obtaining quotations for our Common Stock.~~Administrative

~~Our securities~~General ~~are~~and ~~not~~administrative ~~traded~~expenses ~~on a national securities exchange or quoted on an over –the-counter market or other inter-dealer~~consist ~~quotation~~primarily ~~system. Accordingly, investors may therefore bear the economic risk~~ of anpersonnel ~~investment~~and inpersonnel-related ~~the Securities for an indefinite period of time. Even if an active market develops for the Common Stock~~expenses, ~~Rule~~including ~~144~~executive ~~promulgated under the Securities Act (“Rule 144”)~~management, ~~which provides for an exemption from the registration requirements under the Securities Act under certain conditions~~legal, ~~requires~~finance, ~~among~~human ~~other~~resources ~~conditions,~~and ~~a one-year holding period prior to the resale (in limited amounts) of securities~~other ~~acquired~~departments inthat ado ~~non-public~~not ~~offering~~provide ~~without~~direct ~~having~~operational ~~to satisfy the registration requirements under the Securities Act~~services. ~~There~~General ~~can be~~and noadministrative ~~assurance~~expense ~~that~~also weincludes ~~will~~professional ~~fulfill any reporting requirements in the future under the Securities Exchange Act of 1934, as amended,~~fees orand ~~disseminate to the public any current financial or~~ other ~~information~~corporate ~~concerning the Company, as is required by Rule 144 as part of the conditions of its availability~~expense. ~~The Securities being sold pursuant to this Memorandum have not been registered under the Securities Act.~~

~~-17-~~General and administrative expenses for the year ended June 30, 2020 were $2,046,968 as compared to $2,923,002 for the year ended June 30, 2019. The decrease of $876,034 is due primarily to the fair value of common stock warrants issued to a firm in connection with advisory services provided and recorded as an expense by the Company during the year ended June 30, 2019. The warrants have a term of five years and an exercise price of $1.50 per share. The Company measures the fair value of the warrants using the Black Scholes Model. The fair value of the warrants was $897,565.

~~Item 1B.~~Technology ~~Unresolved~~and ~~Staff~~Content ~~Comments.~~Development

~~None~~Technology and content development expenses consist primarily of personnel and personnel-related expense and contracted services associated with the ongoing improvement and maintenance of our platform as well as hosting and licensing costs. Technology and content expense also include the amortization of capitalized software costs.

~~Item~~Technology and content development expenses 2for the year ended June 30, 2020 were $1,346,172 as compared to $904,771 for the year ended June 30, 2019. ~~Properties~~The increase of $441,401 is due primarily to contract services that support the development of our technology platforms and amortization of capitalized software costs which increased $360,000 from $122,000 for the year ended June 30, 2019.

~~Our corporate~~Sales ~~headquarters are located in Ann Arbor, Michigan, where we lease approximately 3500 square feet of office space. The lease term for our office~~ and laboratory space in Ann Arbor, Michigan commenced in November 2017 with an expiration date of May 5, 2019. In March 2019, the lease was extended through May 2022 with monthly payments of $7,942 through May 2022.Marketing

~~We believe~~Sales ~~that~~and ~~our~~marketing ~~existing~~expense ~~facilities~~consist ~~are~~primarily of ~~adequate~~activities ~~for~~to ~~our~~attract ~~current~~customers ~~needs.~~to ~~When~~ our ~~lease~~offerings. ~~expires,~~This weincludes ~~may~~personnel ~~exercise~~and ~~our~~personnel-related ~~renewal~~expenses, ~~options or~~various ~~look~~search ~~for~~engine and ~~additional~~social ormedia ~~alternate~~costs ~~space~~as ~~for~~well ~~our~~as ~~operations. We believe that suitable additional or alternative space will be available in~~ the ~~future~~cost onof ~~commercially reasonable terms~~advertising.

~~Item~~Sales and marketing expenses for the year 3ended June 30, 2020 were $748,993 as compared to $157,399 for the year ended June 30, 2019. ~~Legal~~The ~~Proceedings~~increase of $591,594 is due primarily to increased personnel and personnel-related costs of $229,665 and increased contracted services related to various search engine, social media and advertising costs.

~~From time~~Interest toIncome. For ~~time,~~the weyear ended ~~may~~June be30, ~~subject~~2020, tointerest ~~legal~~income ~~proceedings.~~totaled We$17,158 ~~are~~as ~~not~~compared ~~currently a party~~ to orinterest ~~aware~~income of ~~any proceedings that we believe will have~~$31,321 ~~individually~~for ~~or in~~ the ~~aggregate,~~year aended ~~material~~June ~~adverse effect on our business~~30, ~~financial condition or results of operations~~2019.

~~Item~~Interest Expense. Interest 4expense (including amortization of issuance costs) incurred in connection with the issuance of unsecured convertible notes in April and May 2020, payable to certain accredited investors amounted to $105,077 for the year ended June 30, 2020 as compared to interest expense of -0- for the year ended June 30, 2019. ~~Mine~~See ~~Safety~~Note ~~Disclosures~~8 to Notes to Consolidated Financial Statements.

~~Not~~Net Loss. Primarily as a result ~~Applicable~~of the increased operating expenses noted above, our net loss for the year ended June 30, 2020 was $4,170,303 as compared to a net loss for the year ended June 30, 2019 of $3,938,931.

~~-18-~~Capital Expenditures

~~PART~~During the years ended June 30, 2020 and II2019, we had capital asset additions of $795,748 and $1,029,357, respectively, which were comprised of $784,987 and $997,535 respectively, in capitalized technology and content development, and $10,761 and $31,822, respectively, of property and equipment, including primarily computer equipment and software. 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.

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.~~16

~~There is~~Financial noposition, ~~established~~liquidity, ~~public~~and ~~trading~~capital ~~market for our common stock.~~resources

~~Holders~~Overview

AsWe ofare ~~September~~not ~~30,~~currently ~~2019~~profitable, and we cannot provide any assurance that we ~~had~~will ~~approximately~~ever 97be ~~holders~~profitable. ofWe ~~record~~incurred a net loss of ~~our~~$4,170,303 ~~common~~and ~~stock~~$3,938,931 for the years ended June 30, 2020 and 2019, respectively.

~~Dividends~~During the period from November 14, 2017 (date of incorporation) to June 30, 2020, we raised net proceeds of approximately $11,300,000 from private placement financing transactions (stock and debt). As of June 30, 2020, our cash balance totaled $4,093,874.

~~We have~~During ~~never~~the ~~declared~~year orended ~~paid~~June ~~any~~30, ~~cash~~2020, ~~dividends~~we issued on2,741,235 ~~our~~shares of its common stock. ~~For~~at ~~the~~a ~~foreseeable~~price ~~future,~~of it$2 is(total ~~expected~~net ~~that~~proceeds ~~earnings,~~of approximately $4.7 million) to accredited investors ifin ~~any,~~a ~~generated~~private ~~from~~placement ~~our~~offering ~~operations~~(Offering). ~~will~~In beconnection ~~used~~with the Offering, we agreed to ~~finance~~issue five (5) year warrants to the ~~growth~~placement agent to purchase ten (10%) of ~~our~~the ~~business,~~common ~~and~~shares ~~that~~sold nofor ~~dividends~~an ~~will~~exercise beprice ~~paid~~equal to ~~holders~~ $2. Total warrants of ~~our~~approximately ~~common~~274,123 were ~~stock~~issued to the placement agent during fiscal 2020.

~~Recent~~The Company measures the warrants using ~~Sales~~the Black-Scholes Model (“BSM”) to estimate their fair value. The fair value of ~~Unregistered~~the ~~Securities~~warrants issued during fiscal 2020 were 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.

~~Set~~On ~~forth~~March ~~below~~30, is2020 the Board of Directors ~~information~~of ~~regarding~~the ~~securities~~Company ~~issued~~authorized orthe ~~granted~~issuance byand ussale ~~during~~to certain accredited investors, a series of unsecured convertible debt (the ~~fiscal~~“Notes”) with ~~year~~an ~~ended~~aggregate ~~June~~principal ~~30,~~amount ~~2019~~of ~~that~~up ~~were~~to ~~not~~$2 ~~registered~~million in an offering intended to be exempt from registration under the Securities Act of 1933 pursuant to Section 4(a)(2) thereof and ~~were~~Regulation ~~not~~D ~~previously~~thereunder. ~~reported~~We onreceived anet ~~Quarterly~~proceeds ~~Report~~of onapproximately ~~Form~~$1,920,600 from ~~10-Q~~the orissuance and sale of the Notes. The net proceeds will be used for working capital and general corporate purposes. None of the noteholders are affiliates of the Company and no noteholder will be considered to be a ~~Current~~principal ~~Report~~stockholder onof ~~Form~~the ~~8-K:~~Company upon conversion of the Notes.

~~On June~~The ~~11,~~Notes ~~2019~~are unsecured, bear interest at 8% per annum and mature one year from the ~~Company~~date ~~issued~~of aissuance. ~~warrant~~The toNotes ~~purchase~~are upsubject to ~~1,479,078~~automatic ~~shares~~conversion ofinto the Company’s common stock, ~~par~~upon ~~value $0.0001~~a ~~per~~qualified ~~share~~equity financing (~~the~~as ~~“Warrant”)~~such toterm anis ~~accredited~~defined ~~investor~~in ~~for~~the ~~advisory~~Notes) ~~services~~or ~~rendered~~change of control. The ~~Warrant~~conversion price of the Notes is ~~exercisable at~~the lesser of $12.5000 per share, ~~subject~~or to75% ~~adjustment,~~of ~~and~~the ~~has~~price paid per share in a ~~term~~qualified ofequity ~~five~~financing ~~(5)~~or ~~years~~change of control.

~~The~~At present, we believe that our cash balances ~~transactions~~should ~~described~~be ~~above~~sufficient ~~were~~to ~~exempt~~satisfy ~~from~~our ~~registration~~anticipated ~~under~~operating ~~Section~~and ~~4(a)(2)~~investing needs through April 2021. However, it is possible that we will choose to accelerate our plan of ~~the~~operations ~~Securities~~in ~~Act~~order (to attract and sign more customers or ~~Rule~~to ~~506~~support ofcurrent ~~Regulation~~customers, Dand ~~thereunder)~~that we will require more funds than we currently have available to meet those needs.

Off-~~19-~~Balance Sheet Arrangements

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

~~Equity~~Changes in and Disagreements with Accountants on Accounting ~~Compensation~~and ~~Plan~~Financial ~~Information~~Disclosure

~~The following table summarizes securities available under our equity compensation plans as of June 30, 2019~~None.

					Number of
					securities
					available for
	Number of				future
	securities		Weighted		issuance
	to be issued		average		under equity
	upon		exercise		compensation
	exercise of		price of		plans
	outstanding		outstanding		(excluding
	options,		options,		securities
	warrants		warrants		reflected in
	and rights		and rights		column (a))
Equity compensation plans approved by security holders:
2018 Plan(1)		1,091,833	$	1.50	1,437,167
Equity compensation plans not approved by security holders:
—		—	$	—	—

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

~~Item~~The Company is not required to provide 6.the ~~Selected~~information ~~Financial~~required ~~Data~~by this Item as it is a “smaller reporting company,” as defined in Rule 229.10(f)(1).

~~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).~~17

~~-20-~~Item 8. Financial Statements and Supplementary Data.

~~Item 7.~~INDEX ~~Management’s~~TO ~~Discussion~~FINANCIAL ~~and Analysis of Financial Condition and Results of Operations.~~STATEMENTS

~~You should~~Amesite read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included in this Annual ReportInc. Some of the information contained in this discussion and analysis or set forth elsewhere in this Annual Report, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties as described under the heading “Special Note Regarding Forward-Looking Statements” elsewhere in this Annual Report. You should review the disclosure under the heading “Risk Factors” in this Annual Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

~~Overview~~Consolidated Financial Statements

~~We were~~June ~~originally incorporated in the State of Delaware on April 6~~30, 2017. Through Amesite OpCo, our wholly-owned operating subsidiary, we are a development stage artificial intelligence software company targeting the college course market. We are creating a cloud-based platform for college and university courses to be delivered to learners online and in hybrid online/on campus formats.2020

Background of the Merger

	Page
Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm	F-2

Consolidated Balance Sheets	F-3

Consolidated Statements of Operations	F-4

Consolidated Statements of Stockholders’ Equity	F-5

Consolidated Statements of Cash Flows	F-6

Notes to Consolidated Financial Statements	F-7

~~On April 27, 2018, our wholly~~F-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.1

~~Following the~~REPORT ~~Merger,~~OF ~~Amesite~~INDEPENDENT ~~OpCo~~REGISTERED ~~changed its name to “Amesite Operating Company” and we adopted Amesite OpCo’s former~~PUBLIC ~~company~~ACCOUNTING 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.FIRM

~~The following~~To ~~discussion highlights our results of operations and~~ the ~~principal~~stockholders ~~factors that have affected our financial condition as well as our liquidity~~ and ~~capital~~Board ~~resources for the fiscal year ended June 30, 2019 and the six month period ended June 30, 2018, and provides information that management believes is relevant for an assessment and understanding~~ of ~~the~~Directors ~~statements~~ of ~~financial condition~~Amesite ~~and results of operations presented herein~~Inc. The following discussion and analysis are based on our audited financial statements contained in this Annual Report on Form 10-K, 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~~607 ~~Presentation~~Shelby Street

~~The financial~~Suite ~~statements~~700 ~~contained~~PMB ~~herein have been prepared in accordance with GAAP and in consideration of SEC requirements.~~214

~~Our~~Detroit ~~fiscal year ends June 30. As a result of the change in fiscal year end previously described~~MI, the financial statements presented in this Annual Report on Form 10-K cover the year ended June 30, 2019, the six month period ended June 30, 2018, and period from November 14, 2017 (date of incorporation) through December 31, 2017.48226

~~Critical~~Opinion ~~Accounting~~on ~~Policies~~the ~~and~~Financial ~~Significant Judgments and~~Statements ~~Estimates~~

~~This~~We ~~management's~~have ~~discussion and~~audited ~~analysis~~the ofaccompanying ~~financial condition and results of operations is based on our~~ consolidated ~~financial statements, which have been~~ ~~prepared~~balance insheets ~~accordance~~of ~~with~~Amesite UInc.S. ~~GAAP.~~(the ~~The~~“Company”) ~~preparation~~as of ~~these~~June ~~consolidated~~30, ~~financial~~2020 ~~statements requires us to make estimates~~ and ~~assumptions~~2019, ~~that affect~~ the ~~reported~~related ~~amounts~~consolidated statements of ~~assets~~operations, stockholders’ ~~and liabilities~~equity, ~~disclosure of contingent assets~~ and ~~liabilities~~cash ~~at the~~flows ~~date~~for of the ~~consolidated~~years ~~financial~~then ~~statements~~ended, and the ~~reported~~related ~~amounts~~notes of(collectively ~~revenue~~referred ~~and~~to ~~expenses~~as ~~during~~ the ~~reported period.~~“financial ~~In accordance with U~~statements”).S. ~~GAAP,~~In ~~we base~~ our ~~estimates~~opinion, onthe ~~historical~~financial ~~experience~~statements ~~and~~present onfairly, ~~various~~in ~~other~~all ~~assumptions~~material werespects, ~~believe~~the tofinancial ~~be reasonable~~position ~~under~~ of the ~~circumstances.~~Company ~~Actual~~as ~~results~~of ~~may~~June ~~differ~~30, ~~from~~2020 ~~these~~and ~~estimates~~2019, ifand ~~conditions~~the ~~differ~~results ~~from~~of ~~our~~its ~~assumptions.~~operations ~~While our~~and ~~significant~~its ~~accounting~~cash ~~policies~~flows ~~are~~for ~~more~~the ~~fully~~years ~~described~~then inended, ~~Note 2~~ in ~~the "Notes to Consolidated Financial Statements”,~~conformity wewith ~~believe the following~~ accounting ~~policies~~principles ~~are~~generally ~~critical~~accepted toin the ~~process~~United ofStates ~~making significant judgments and estimates in preparation~~ of ~~our consolidated financial statements~~America.

~~Internally-Developed~~Going ~~Capitalized Software~~Concern

WeThe ~~capitalize~~accompanying ~~certain~~financial ~~costs~~statements have ~~related~~been toprepared ~~internal-use~~assuming ~~software,~~that ~~primarily~~the ~~consisting~~Company ofwill ~~direct~~continue ~~labor~~as ~~and~~a ~~third-party~~going ~~vendor costs associated with creating the software~~concern. ~~Software~~As ~~development~~discussed ~~projects~~in ~~generally~~Note ~~include~~2 ~~three~~to ~~stages:~~ the ~~preliminary~~financial ~~project~~statements, ~~stage~~the Company ~~(all~~has ~~costs~~incurred ~~are~~losses ~~expensed~~since ~~as incurred)~~inception, ~~the~~is ~~application~~still ~~development~~developing ~~stage~~its ~~(certain~~service ~~costs~~platform, ~~are~~has ~~capitalized~~not ~~and~~completed ~~certain~~its ~~costs~~efforts ~~are~~to ~~expensed as incurred) and the~~establish ~~post-implementation/operation~~a ~~stage~~stabilized ~~(all~~source ~~costs~~of ~~are~~revenues ~~expensed~~sufficient asto ~~incurred).~~cover ~~Costs capitalized in the application development stage include~~ costs ~~related~~over toan ~~the~~extended ~~design~~period ~~and implementation~~ of ~~the~~time, ~~selected~~and ~~software~~does ~~components,~~not ~~software~~have ~~build~~sufficient ~~and~~cash ~~configuration infrastructure,~~on ~~and~~hand ~~software~~or ~~interfaces.~~available ~~Capitalization~~liquidity ofthat ~~costs~~can ~~requires~~be ~~judgment~~utilized into ~~determining~~fund ~~when~~future aoperations ~~project~~for ~~has~~at ~~reached~~least ~~the~~twelve ~~application~~months ~~development stage,~~from the ~~proportion~~date of ~~time~~issuance of ~~spent in~~ the ~~application~~financial ~~development~~statements. ~~stage,~~This ~~and~~raises ~~the~~substantial ~~period~~doubt ~~over~~about ~~which~~its weability ~~expect~~ to ~~benefit~~continue ~~from~~as ~~the use~~a ofgoing ~~that software~~concern. ~~Once~~Management’s ~~the~~plans in ~~software~~regard isto ~~placed~~these inmatters ~~service,~~are ~~these~~also ~~costs~~described ~~are~~in ~~amortized~~Note on2. ~~the~~The ~~straight-line~~financial ~~method~~statements ~~over~~do ~~the~~not ~~estimated useful~~include ~~life~~any ofadjustments ~~the~~that ~~software,~~might ~~which~~result from isthe ~~generally~~outcome ~~three~~of ~~years~~this uncertainty.

~~Stock-Based~~Basis ~~Compensation~~ for Opinion

WeThese ~~have~~financial ~~issued~~statements ~~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~~responsibility ~~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~~Company’s ~~common stock~~management. ~~Stock~~Our ~~options~~responsibility ~~generally~~is ~~vest~~to ~~over~~express ~~two~~an ~~years~~opinion ~~from~~on the ~~grant~~Company’s ~~date~~financial ~~and~~statements ~~generally have~~based ~~ten-year~~on ~~contractual~~our ~~terms~~audits. We ~~Restricted~~are ~~stock units generally have~~ a ~~term~~public ofaccounting 20firm ~~months~~registered ~~from~~with the ~~closing~~Public ~~date~~Company ofAccounting ~~the~~Oversight ~~agreement. Stock~~Board ~~warrants~~(United ~~issued~~States) ~~have~~(PCAOB) aand ~~term~~are ofrequired to ~~five~~be ~~years~~independent ~~from~~with ~~the~~respect ~~closing~~to ~~date of~~ the ~~respective~~Company ~~private~~in ~~placements.~~accordance ~~Information~~with ~~about~~ the ~~assumptions~~ ~~used~~U.S. infederal ~~the~~securities ~~calculation~~laws ~~of stock-based compensation expense is set forth in Notes 6~~ and ~~7 in~~ the ~~"Notes~~applicable torules ~~Consolidated~~and ~~Financial~~regulations ~~Statements"~~ of ~~this~~the ~~Annual~~Securities ~~Report~~and onExchange ~~Form~~Commission ~~10-K~~and the PCAOB.

~~Results~~We conducted our audits in accordance with the standards of ~~Operations~~the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

~~Fiscal~~Our audits included performing procedures ~~year~~to ~~ended~~assess ~~June~~the 30risks of material misstatement of the financial statements, ~~2019~~whether ~~compared~~due to ~~June~~error 30or fraud, ~~2018~~and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~Revenue~~/s/ Deloitte and Touche LLP

~~We generated revenues of $14~~Detroit,~~920~~ ~~for the year ended June 30, 2019 as compared to $0 for the six month period ended June 30, 2018.~~MI

~~Operating Expenses~~September 14, 2020

~~Operating expenses~~We ~~for~~have ~~the~~served ~~year ended June 30, 2019 were $3,985,172~~ as ~~compared to operating expenses of $490,102 for~~ the ~~six~~Company’s ~~month~~auditor ~~period ended~~since ~~June 30, 2018~~2017. Operating costs for the periods primarily reflect payroll and related expenses (stock compensation expense of $607,115 and $180,802 for the year ended June 30, 2019 and the six month period ended June 30, 2018, respectively) and contract services that support the development of our technology platforms.

F-~~21-~~2

~~Operating expenses~~Amesite ~~for the year ended June 30, 2019 also include the fair value of 1,479,078 common stock warrants issued by the Company to a firm in connection with advisory services provided~~Inc. The warrants have a term of five years and an exercise price of $1.50 per share. The Company measures the fair value of the warrants using the Black Scholes Model. The fair value of the warrants was $897,565 and is included in professional fees.

~~Investment~~Consolidated ~~Income. For~~Balance ~~the year ended June 30, 2019, investment income totaled $31,321 as compared to investment income of $0 for the six month period ended June 30, 2018.~~Sheets

~~Net Loss. Primarily as a result of the increased operating expenses noted above, , our net loss for the year ended~~ June 30~~, 2019 was $3,938,931 as compared to a net loss for the six month period ended June 30, 2018 of $490,102.~~

Capital Expenditures

	2020			2019
Assets
Current Assets
Cash and cash equivalents	$	4,093,874		$	1,008,902
Accounts receivable		61,120			-
Prepaid expenses and other current assets		227,274			102,842
Property and Equipment - Net (Note 3)		45,308			89,657
Capitalized Software - Net		1,277,097			974,562
Total assets	$	5,704,673		$	2,175,963
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	112,053		$	207,543
Notes payable (Note 8)		2,025,600			-
Accrued and other current liabilities:
Accrued compensation		62,485			48,643
Deferred revenue		380,000			-
Other accrued liabilities		124,639			74,848
Total current liabilities		2,704,777			331,034
Stockholders’ Equity:
Common stock, $.0001 par value; 50,000,000 shares authorized; 16,231,820 and 13,090,585 shares issued and outstanding at June 30, 2020 and 2019, respectively		1,583			1,309
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2020 and 2019		-			-
Additional paid-in capital		11,629,114			6,304,118
Accumulated deficit		(8,630,801	)		(4,460,498	)
Total stockholders’ equity		2,999,896			1,844,929
Total liabilities and stockholders’ equity	$	5,704,673		$	2,175,963

~~During the~~See ~~year~~notes ended June 30, 2019 and six month period ended June 30, 2018, we had capital asset additions of $1,029,357and $183,418, respectively, which were comprised of $997,535 and $99,000, respectively, in capitalized technology and content development, and $31,822 and $84,418, respectively, of property and equipment, including primarily computer equipment, software, furniture and fixtures. We will continue to ~~capitalize~~consolidated ~~significant~~financial ~~software development costs, comprised primarily of internal payroll, payroll related and contractor costs, as we build out and complete our technology platforms~~statements.

~~Financial position, liquidity, and capital resources~~F-3

~~Overview~~Amesite Inc.

WeConsolidated ~~are~~Statements ~~not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss~~ of ~~$3,938,931 and $490,102 for the year ended June 30, 2019 and the six month period ended June 30, 2018, respectively.~~Operations

~~During the~~Years ~~period~~Ended ~~from November 14, 2017 (date of incorporation) to~~ June 30, ~~2019,~~2020 ~~we have raised net proceeds of $4,652,686 from private~~and ~~placement financing transactions. As of June 30,~~ 2019~~, our cash balance totaled $1,008,902.~~

On August 15, 2019, the Company issued 1,000,000 shares of the Company’s common stock at a price of $2 (net proceeds of approximately $1.6 million) to accredited investors in a private placement offering.

	2020			2019
Net Revenue	$	59,749		$	14,920
Operating Expenses
General and administrative expenses		2,046,968			2,923,002
Technology and content development		1,346,172			904,771
Sales and marketing		748,993			157,399
Total operating expenses		4,142,133			3,985,172
Other Income (Expense)
Interest income		17,158			31,321
Interest expense		(105,077	)		-
Total other income (expense)		(87,919	)		31,321
Net Loss	$	(4,170,303	)	$	(3,938,931	)

Loss per Share
Basic loss per share	$	(0.27	)	$	(0.30	)
Weighted average shares outstanding		15,380,669			13,079,398

~~At present,~~See wenotes ~~believe that our cash balances should be sufficient~~ to ~~satisfy~~consolidated ~~our~~financial ~~anticipated operating and investing needs through March 2020~~statements. 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~~F-~~Balance Sheet Arrangements~~4

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

~~Changes~~Consolidated inStatements ~~and~~of ~~Disagreements~~Stockholders’ ~~with Accountants on Accounting and Financial Disclosure~~Equity

None.

	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		-		-			(3,938,931	)		(3,938,931	)
Issuance of restricted common stock		34		(34	)		-			-
Common stock warrant expense		-		897,565			-			897,565
Stock option compensation expense		-		607,116			-			607,116
Balance - June 30, 2019		1,309		6,304,118			(4,460,498	)		1,844,929
Net loss				-			(4,170,303	)		(4,170,303	)
Issuance of common stock		274		4,769,948			-			4,770,222
Stock option compensation expense		-		555,048			-			555,048
Balance - June 30, 2020	$	1,583	$	11,629,114		$	(8,630,801	)	$	2,999,896

~~Item 7A.~~See ~~Quantitative~~notes ~~and~~to ~~Qualitative~~consolidated ~~Disclosures~~financial ~~About Market Risk~~statements.

~~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).~~F-5

~~-22-~~Amesite Inc.

~~Item~~Consolidated ~~8. Financial~~ Statements ~~and~~of ~~Supplementary~~Cash ~~Data.~~Flows

~~INDEX TO~~Years ~~FINANCIAL~~Ended ~~STATEMENTS~~June 30, 2020 and 2019

Consolidated Financial Statements:	Page
	2020			2019
Report of Independent Registered Public Accounting Firm	F-2
Cash Flows from Operating Activities
Consolidated Balance Sheets	F-3
Net loss	$	(4,170,303	)	$	(3,938,931	)
Consolidated Statement of Operations	F-4
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Consolidated Statement of Stockholder’s Equity (Deficit)	F-5
Depreciation and amortization		522,257			159,844
Consolidated Statement of Cash Flows	F-6
Amortization of debt issuance costs		79,000
Notes to Consolidated Financial Statements	F-7 – F-15
Impairment expense - property and equipment		15,305			-
Stock compensation expense		555,048			607,116
Stock warrant expense		-			897,565
Changes in operating assets and liabilities which (used) provided cash:
Accounts receivable		(61,120	)		5,000
Prepaid expenses and other assets		(124,432	)		(44,233	)
Deferred revenue		380,000
Accounts payable		(95,490	)		202,279
Accrued compensation		13,841			969
Accrued and other liabilities		75,792			(124,401	)
Net cash and cash equivalents used in operating activities		(2,810,102	)		(2,234,792	)
Cash Flows from Investing Activities
Purchase of property and equipment		(10,761	)		(31,822	)
Investment in capitalized software		(784,987	)		(997,535	)
Net cash and cash equivalents used in investing activities		(795,748	)		(1,029,357	)
Cash Flows from Financing Activities
Net repayments to stockholder		-			(1,065	)
Issuance of common stock – net of offering costs		4,770,222			-
Issuance of convertible notes payable – net of issuance costs		1,920,600			-
Net cash and cash equivalents provided (used in) by financing activities		6,690,822			(1,065	)
Net (Decrease) Increase in Cash and Cash Equivalents		3,084,972			(3,265,214	)
Cash and Cash Equivalents - Beginning of year		1,008,902			4,274,116
Cash and Cash Equivalents - End of year	$	4,093,874		$	1,008,902
Significant Noncash Transactions
Acquisition of capitalized software included in accounts payable		70,803			56,255

~~F-1~~See notes to consolidated financial statements.

~~REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~F-6

~~To the Board of Directors of~~ Amesite Inc.

~~205~~Notes ~~East~~to ~~Washington~~Consolidated ~~Street~~Financial Statements

~~Unit~~Note B1 - Nature of Business

~~Ann~~Amesite ~~Arbor~~Inc. (the “Company”) was incorporated in November 2017. The Company is an artificial intelligence driven platform and course designer, MIthat ~~48104~~provides customized, high performance and scalable online products for schools and businesses. The Company uses machine learning to provide a novel, mass customized experience to learners. Our customers are businesses, universities and colleges and K-12 schools. The Company’s activities are subject to significant risks and uncertainties, including failure to secure additional funding to execute the current business plan. The Company’s operations are considered to be in one segment.

~~Opinion~~Note on2 ~~the~~- ~~Financial~~Significant ~~Statements~~ Accounting Policies

WeBasis ~~have audited the accompanying consolidated balance sheets~~ of Amesite Inc. (the "Company") as of June 30, 2019 and 2018, and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows, for the periods from July 1, 2018 through June 30, 2019, January 1, 2018 through June 30, 2018, and November 14, 2017 (date of incorporation) through December 31, 2017, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2019 and 2018, and the results of its operations and its cash flows for the periods from July 1, 2018 through June 30, 2019, January 1, 2018 through June 30, 2018, and November 14, 2017 (date of incorporation) through December 31, 2017, in conformity with accounting principles generally accepted in the United States of America.Presentation

~~Going~~The ~~Concern~~Company’s fiscal year ends June 30.

The ~~accompanying~~ financial statements of the Company have been prepared ~~assuming that~~in ~~the~~accordance ~~Company~~with ~~will~~accounting ~~continue~~principles asgenerally aaccepted ~~going concern. As discussed~~ in ~~Note 2 to~~ the ~~financial~~United ~~statements,~~States ~~the~~of ~~company~~America ~~has incurred~~(“GAAP”) ~~losses since inception, is still developing its service platform,~~ and ~~has~~the ~~not~~requirements ~~completed its efforts to establish a stabilized source~~ of ~~revenues~~the ~~sufficient~~Securities toand ~~cover~~Exchange ~~costs~~Commission ~~over an extended period of time, which raises substantial doubt about its ability to continue as a going concern~~(“SEC”). ~~Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~Basis~~Certain ~~for~~prior ~~Opinion~~year amounts have been reclassified to conform with the current year presentation.

~~These~~Principles ~~financial statements are the responsibility~~ of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.Consolidation

WeThe ~~conducted~~consolidated ~~our~~financial ~~audits in accordance with the standards of~~statements ~~the~~of ~~PCAOB. Those standards require that we plan and perform~~ the ~~audit~~Company toinclude ~~obtain reasonable assurance about whether~~ the ~~financial statements~~accounts ~~are free~~ of ~~material~~Amesite ~~misstatement, whether due to error or fraud~~Inc. ~~The~~and ~~Company~~its iswholly ~~not~~owned ~~required to have~~subsidiary, ~~nor~~Amesite ~~were~~Operating weCompany ~~engaged~~(“Amesite toOperating ~~perform, an audit of its internal control over financial reporting~~Company”). AsAll ~~part~~material ofintercompany ~~our~~accounts ~~audits,~~and wetransactions ~~are~~have ~~required~~been toeliminated ~~obtain~~in ~~an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting~~consolidation. ~~Accordingly, we express no such opinion.~~

~~Our~~Use ~~audits included performing procedures to assess the risks~~ of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.Estimates

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

~~Detroit,~~Fair MIValue Measurements

~~September~~Accounting ~~30,~~standards ~~2019~~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.

WeFair ~~have~~values ~~served~~determined asby Level 1 inputs use quoted prices in active markets for identical assets or liabilities that the Company's ~~auditor~~has ~~since~~the ~~2017~~ability to access.

F-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.

~~Amesite~~Level ~~Inc~~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.

~~Consolidated Balance Sheets~~F-7

~~June~~Amesite ~~30, 2019 and 2018~~Inc.

	2019			2018
Assets
Current Assets
Cash and cash equivalents	$	1,008,902		$	4,274,116
Other receivable		-			5,000
Prepaid expenses and other current assets		97,842			53,609
Property and Equipment - Net (Note 4)		89,657			95,706
Capitalized Software - Net		974,562			99,000
Security Deposit (Note 9)		5,000			5,000
Total assets	$	2,175,963		$	4,532,431
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	207,543		$	5,264
Advances from stockholder		-			1,065
Accrued and other current liabilities:
Accrued compensation		48,643			47,674
Accrued subcontractor fees		28,000			16,915
Accrued professional fees		25,000			172,340
Other accrued liabilities		21,848			9,994
Total liabilities		331,034			253,252
Stockholders’ Equity:
Common stock, $.0001 par value; 50,000,000 shares authorized; 13,090,585 and 12,750,307 shares issued and outstanding at June 30, 2019 and 2018, respectively		1,309			1,275
Preferred stock, $.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding at June 30, 2019 and 2018		-			-
Additional paid-in capital		6,304,118			4,799,471
Accumulated deficit		(4,460,498	)		(521,567	)
Total stockholders’ equity		1,844,929			4,279,179
Total liabilities and stockholders’ equity	$	2,175,963		$	4,532,431

Notes to Consolidated Financial Statements

~~See~~Note ~~notes~~2 to- ~~consolidated~~Significant ~~financial~~Accounting Policies ~~statements.~~(Continued)

~~F-3~~In instances wherein 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.

~~Amesite~~Cash ~~Inc.~~and Cash Equivalents

~~Consolidated~~The Company considers all investments ~~Statement~~with an original maturity of ~~Operations~~three months or less when purchased to be cash equivalents. The total amount of bank deposits (checking and savings accounts) that was insured by the FDIC at year end was $250,000.

~~Year ended~~Property ~~June 30, 2019, Six Months Ended June 30, 2018,~~ and ~~Period from November 14, 2017 (date of incorporation) through December 31, 2017~~Equipment

	2019			2018			2017
Net Revenue	$	14,920		$	-		$	-
Operating Expenses
General and administrative expenses		527,496			35,096			6,564
Subcontract development services		151,437			39,362			16,990
Travel expenses		43,891			3,155			1,938
Office rent		69,471			26,609			5,973
Professional fees		1,516,611			316,516			-
Payroll and related expenses		1,676,266			69,364			-
Total operating expenses		3,985,172			490,102			31,465
Interest Income		31,321			-			-
Net Loss	$	(3,938,931	)	$	(490,102	)	$	(31,465	)
Earnings per Share
Basic earnings per share	$	(.30	)	$	(.06	)	$	(.01	)
Weighted average shares outstanding		13,079,398			8,094,756			5,833,333

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.

See notes to consolidated financial statements.

	Depreciable Life - Years

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

~~F-4~~Capitalized Software Costs

~~Amesite~~The ~~Inc~~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 as part of technology and content development expenses over a period of three years, which is the expected useful life of the software. The Company recognized amortization expense of approximately $482,000 and $122,000 for the years ended June 30, 2020 and June 30, 2019, respectively.

~~Consolidated Statement~~Revenue ~~of Stockholders’ Equity~~Recognition

	Common Stock		Additional Paid-In Capital			Accumulated Deficit			Total
Balance - November 14, 2017	$	-	$	-		$	-		$	-
Net loss		-		-			(31,465	)		(31,465	)
Common stock issued		583		(183	)		-			400
Balance - December 31, 2017		583		(183	)		(31,465	)		(31,065	)
Net loss		-		-			(490,102	)		(490,102	)
Common stock issued in connection with offerings - Net of issuance costs of $764,036		382		4,652,304			-			4,652,686
Recapitalization		310		(33,452	)		-			(32,832	)
Stock option compensation expense		-		180,802			-			180,802
Balance - June 30, 2018		1,275		4,799,471			(521,567	)		4,279,179
Net loss		-		-			(3,938,931	)		(3,938,931	)
Issuance of restricted common stock		34		(34	)		-			-
Common stock warrant expense		-		897,565			-			897,565
Stock option compensation expense		-		607,116			-			607,116
Balance - June 30, 2019	$	1,309	$	6,304,118		$	(4,460,498	)	$	1,844,929

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.

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

F-58

Amesite Inc.

~~Consolidated Statement~~Notes ofto ~~Cash~~Consolidated ~~Flows~~Financial Statements

~~Year Ended~~Note ~~June~~2 ~~30,~~- ~~2019,~~Significant ~~Six~~Accounting Policies ~~Months Ended June 30, 2018, and Period from November 14, 2017~~ (~~date of incorporation~~Continued) ~~through December 31, 2017~~

	2019			2018			2017
Cash Flows from Operating Activities
Net loss	$	(3,938,931	)	$	(490,102	)	$	(31,465	)
Adjustments to reconcile net loss to net cash and cash equivalents from operating activities:
Depreciation and amortization		159,844			1,367			245
Stock compensation expense		607,116			180,802			-
Stock warrant expense		897,565			-			-
Changes in operating assets and liabilities which (used) provided cash:
Accounts receivable		5,000			-			-
Prepaid expenses and other assets		(44,233	)		(58,609	)		(5,000	)
Accounts payable		202,279			5,264			-
Accrued compensation		969			-			-
Accrued and other liabilities		(124,401	)		226,931			19,992
Net cash and cash equivalents used in operating activities		(2,234,792	)		(134,347	)		(16,228	)
Cash Flows from Investing Activities
Purchase of property and equipment		(31,822	)		(84,418	)		(12,900	)
Investment in capitalized software		(997,535	)		(99,000	)		-
Net cash and cash equivalents used in investing activities		(1,029,357	)		(183,418	)		(12,900	)
Cash Flows from Financing Activities
Repayment of note to Lola One stockholder		-			(33,142	)		-
Net repayments to stockholder		(1,065	)		(27,663	)		28,728
Issuance of stock - net of offering costs		-			4,652,686			400
Net cash and cash equivalents (used in) provided by financing activities		(1,065	)		4,591,881			29,128
Net (Decrease) Increase in Cash and Cash Equivalents		(3,265,214	)		4,274,116			-
Cash and Cash Equivalents - Beginning of year		4,274,116			-			-
Cash and Cash Equivalents - End of year	$	1,008,902		$	4,274,116		$	-
Significant Noncash Transactions
Assumption of Lola One liabilities concurrent with merger - as part of merger, Lola One note payable of $33,452 was assumed and recorded in additional paid-in-capital, net of common stock issued	$	-		$	33,142		$	-
Acquisition of capitalized software included in accounts payable		56,255			-			-

Performance Obligations and Timing of Recognition

~~See~~A ~~notes~~performance obligation is a promise in a contract to ~~consolidated~~transfer ~~financial~~a ~~statements~~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.

FThe Company 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-6year 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.

~~Amesite~~We ~~Inc~~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).

~~Notes~~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 ~~Consolidated~~and ~~Financial~~recognized ~~Statements~~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).

~~Note 1~~Contract -Fulfilment ~~Nature of Business~~Costs

~~Amesite~~We ~~Inc.~~incur ~~(the~~certain ~~“Company”)~~fulfilment costs ~~was~~related ~~formed~~to insoftware ~~November~~design ~~2017~~of specific course offerings for our customers, primarily comprised of software development, configuration costs, and isimplementation costs. These costs are capitalized and recorded on a ~~development~~contract-by-contract ~~stage~~basis ~~artificial~~and ~~intelligence~~amortized ~~software~~using ~~company~~the straight-line ~~targeting~~method over the ~~college~~length ~~course~~of ~~market~~the contract. There were no costs to fulfill capitalized as of June 30, 2020.

OnAccounts ~~April 27~~Receivable, ~~2018, pursuant to an~~Contract ~~Agreement~~Assets and Plan of Merger and Reorganization (the “Merger”), Lola One Acquisition Sub, Inc. merged with and into Amesite Operating Company, with Amesite Operating Company remaining as the surviving entity and a wholly-owned operating subsidiary of Lola One Acquisition Company (“Lola One”). Following the Merger, Lola One changed its name to “Amesite Inc.” and changed its fiscal year end to June 30.Liabilities

~~During~~Balance sheet items related to ~~the~~contracts ~~year~~consist ~~ended~~of ~~June~~accounts ~~30,~~receivable ~~2019,~~(net) ~~the~~and ~~Company~~contract ~~began~~liabilities ~~generating~~on ~~revenue~~our ~~from~~balance ~~its~~sheets. ~~services~~Accounts receivable (net) is stated at net realizable value, and ~~products.~~we ~~The~~utilize ~~Company~~the allowance method to provide for doubtful accounts based on management’s ~~activities~~evaluation of the collectability of the amounts due. Our estimates are ~~subject~~reviewed toand ~~significant~~revised ~~risks~~periodically based on historical collection experience and ~~uncertainties~~a review of the current status of accounts receivable. Historically, ~~including~~actual ~~failure~~write-offs for uncollectible accounts have not significantly differed from prior estimates. We may recognize revenue prior to ~~secure~~billing ~~additional~~a ~~funding~~customer when we have satisfied or partially satisfied our performance obligations as billings to ~~execute~~university partners may not be made until after the ~~current~~academic ~~business~~term has commenced ~~plan~~and final enrollment becomes available.

~~Note~~Contract liabilities as of 2each -balance ~~Significant~~sheet ~~Accounting~~date ~~Policies~~represents the excess of amounts billed or received as compared to amounts recognized in revenue on our statements of operations as of the end of the reporting period, and such amounts are reflected as a current liability on our 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.

~~Basis of Presentation~~F-9

~~The Merger was accounted for as a reverse recapitalization, with~~ Amesite ~~Operating Company considered the acquirer for accounting purposes~~Inc. ~~The consolidated financial statements of the Company reflect the historical operations of Amesite Operating Company before the Merger.~~

~~The Company’s~~Notes fiscal year ends June 30. As a result of the change in fiscal year end disclosed in Note 1, the financial statements presented cover the full twelve months ended June 30, 2019, the six months ended June 30, 2018, and the period from inception, November 14, 2017, to ~~December~~Consolidated ~~31,~~Financial ~~2017.~~Statements

~~The~~Note ~~consolidated~~2 ~~financial~~- ~~statements~~Significant ~~of the Company have~~Accounting ~~been~~Policies ~~prepared in accordance with accounting principles generally accepted in the United States of America~~ (~~“GAAP”~~Continued) ~~and considering the requirements of the Securities and Exchange Commission (“SEC”).~~

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

~~The~~Income 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.Taxes

~~Use~~A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the year. Deferred tax liabilities or assets are recognized for the estimated future tax effects of ~~Estimates~~temporary differences between financial reporting and tax accounting.

~~The preparation~~Deferred oftax ~~consolidated~~assets ~~financial~~are ~~statements~~reduced by ina ~~conformity~~valuation ~~with~~allowance ~~generally~~to ~~accepted~~the ~~accounting~~extent ~~principles~~management ~~requires~~concludes ~~management to~~it ~~make~~is ~~estimates~~more ~~and~~likely ~~assumptions~~than not that ~~affect~~ the ~~reported~~assets ~~amounts~~will ofnot be realized. Deferred tax assets and liabilities ~~and~~are ~~disclosure~~measured ofusing ~~contingent~~enacted ~~assets and~~tax ~~liabilities~~rates atexpected ~~the~~to ~~date~~apply ofto taxable income in the ~~consolidated~~years ~~financial~~in ~~statements~~which ~~and~~those temporary ~~the~~differences ~~reported~~are ~~amounts~~expected ofto ~~revenue~~be recovered or settled. The effect on deferred tax assets and ~~expenses~~liabilities ~~during~~of ~~the~~a change in ~~reporting~~tax ~~period.~~rates ~~Actual~~is ~~results~~recognized ~~could~~in ~~differ~~the ~~from~~statement ~~those~~of ~~estimates~~operations in the period that includes the enactment date.

~~Fair Value~~Risks ~~Measurements~~and Uncertainties

~~Accounting standards~~The ~~require~~Company ~~certain~~intends ~~assets~~to ~~and~~operate in ~~liabilities~~an beindustry ~~reported~~subject atto ~~fair~~rapid ~~value~~change. inThe ~~the~~Company’s ~~financial~~operations ~~statements~~will ~~and~~be ~~provide~~subject ato ~~framework for~~significant ~~establishing~~risk ~~that~~and ~~fair~~uncertainties ~~value.~~including financial, ~~The~~operational, ~~framework~~technological, ~~for~~and ~~determining~~other ~~fair~~risks ~~value~~associated iswith ~~based~~an onearly astage ~~hierarchy~~company, ~~that~~including ~~prioritizes~~ the ~~inputs and~~potential ~~valuation~~risk ~~techniques~~of business ~~used to measure fair value~~failure.

~~Fair~~On March 11, 2020, the World ~~values~~Health ~~determined~~Organization declared the outbreak of a respiratory disease caused by ~~Level~~a 1novel ~~inputs~~coronavirus ~~use~~as ~~quoted~~a ~~prices~~“pandemic.” First identified in ~~active~~late ~~markets~~2019 ~~for~~and ~~identical~~known ~~assets~~now oras ~~liabilities~~COVID-19, ~~that~~ the ~~Company~~outbreak has impacted thousands of individuals worldwide. In response, many countries, including the ~~ability~~United States, have implemented measures to ~~access~~combat the outbreak which have impacted global business operations. While management believes the Company’s operations have not been significantly impacted, the Company continues to monitor the situation. In addition, while the Company’s results of operations, cash flows and financial condition could be negatively impacted, the extent of the impact cannot be reasonably estimated at this time.

~~F-7~~Going Concern

~~Amesite~~The ~~Inc~~accompanying financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

~~Notes~~The Company has incurred losses since its inception, is still developing its service platform, and has not completed its efforts to ~~Consolidated~~establish ~~Financial~~a ~~Statements~~stabilized source of revenues sufficient to cover costs over an extended period of time. The Company does not have sufficient cash on hand or available liquidity that can be utilized to fund future operations for at least twelve months from the date of issuance of the financial statements. These conditions and events raise substantial doubt about the Company’s ability to continue as a going concern.

~~Note~~The 2Company’s -ability ~~Significant~~to continue ~~Accounting~~as a going concern is dependent on its ability to raise additional capital and implement its business plan. Despite management’s ~~Policies~~ongoing ~~(Continued)~~efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable. 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.

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.F-10

~~Level 3~~Amesite ~~inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset~~Inc. ~~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~~Notes ~~wherein inputs used~~ to ~~measure~~Consolidated ~~fair~~Financial 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.Statements

~~Cash and~~Note ~~Cash~~2 ~~Equivalents~~- Significant Accounting Policies (Continued)

~~The Company~~These ~~considers~~financial ~~all~~statements ~~investments~~do not ~~with~~include anany ~~original~~adjustments ~~maturity~~to ofthe ~~three~~recoverability ~~months~~and orclassification ~~less~~of ~~when~~recorded ~~purchased~~asset toamounts beor ~~cash~~the ~~equivalents.~~amounts ~~The total~~and ~~amount~~ classification of ~~bank~~liabilities ~~deposits (checking and savings accounts)~~ that ~~was~~might ~~insured~~result byfrom the ~~FDIC~~outcome atof ~~year~~this ~~end was $250,000~~uncertainty.

~~Property~~ Technology and ~~Equipment~~Content Development

~~Property~~ Technology and ~~equipment~~content ~~are~~development ~~recorded~~expenditures consist atprimarily ~~cost.~~of ~~The~~personnel ~~straight~~and personnel-~~line~~related ~~method~~expense isand ~~used~~contracted ~~for~~services ~~computing~~associated ~~depreciation.~~with ~~Assets~~the ~~are~~maintenance ~~depreciated~~of ~~over~~our ~~their~~platform ~~estimated~~as ~~useful~~well ~~lives~~as ~~(primarily~~hosting ~~three~~and tolicensing ~~seven~~costs ~~years).~~and ~~The~~are ~~cost~~charged ofto ~~leasehold~~expense ~~improvements~~as isincurred. ~~depreciated~~It ~~(amortized)~~also ~~over~~includes ~~the lesser~~amortization of ~~the~~capitalized ~~length~~software costs ofand ~~the~~research ~~related~~and ~~leases~~development orcosts ~~the~~related ~~estimated~~to ~~useful~~improving ~~lives~~our ofplatform ~~the~~and ~~assets.~~creating ~~Costs~~content ofthat ~~maintenance and repairs~~ are charged to expense ~~when~~ as 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

Net Loss per Share

~~Capitalized~~Basic ~~Software~~net ~~Costs~~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. At June 30, 2020 and June 30, 2019, the Company had 5,008,148 and 2,863,025 potentially dilutive shares of common stock related to common stock options and warrants, respectively, as determined using the if-converted method. For the years ended June 30, 2020 and 2019, 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.

~~The Company~~Stock-Based 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 final selection of the software is made. Costs incurred prior to the final selection of software and costs not qualifying for capitalization are charged to expense. The Company began amortizing the first generation of its platform on October 1, 2018 over a period of three years and recognized amortization expense of approximately $122,000 for the year ended June 30, 2019.Payments

~~Revenue~~Financial Accounting Standards ~~Recognition~~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 ~~generates~~accounts ~~substantially~~for ~~all~~stock options ofand ~~its~~restricted ~~revenue~~shares ~~from~~of ~~contractually~~common ~~specified~~stock ~~percentage~~issued ~~arrangements~~to ~~with~~non-employees ~~its~~in ~~university~~accordance ~~clients. The Company’s contracts~~ with ~~university~~the ~~clients~~FASB ~~have~~ASC ~~initial~~Subtopic ~~terms~~505-50 of“Equity-Based Payments 3 to 6Non-Employees”. ~~years and have a single performance obligation~~Accordingly, as the ~~promises~~fair tovalue ~~provide a platform~~ of ~~tightly~~the ~~integrated~~stock ~~technology~~compensation ~~and~~issued ~~services~~to ~~that~~non-employees ~~university~~is ~~clients~~based ~~need~~upon ~~to attract, enroll,~~the ~~educate~~measurement ~~and~~date ~~support~~as ~~students~~determined ~~are~~at ~~not distinct within~~ the ~~context~~earlier of either a) the ~~contracts.~~date ~~The~~at ~~single~~which a performance ~~obligation~~commitment is ~~delivered as~~reached, ~~the~~or ~~university~~b) ~~clients~~the ~~receive~~date at ~~and~~which ~~consume~~the ~~benefits,~~necessary ~~which~~performance ~~occurs~~to ~~ratably~~earn ~~over~~the aequity ~~series~~instruments ofis ~~academic terms~~complete. ~~The~~As ~~amounts~~a ~~received from~~measurement ~~university~~date ~~clients~~has ~~over~~not ~~the~~yet ~~terms~~been ofreached for the ~~arrangement~~stock ~~are~~options ~~variable~~outstanding inheld ~~nature~~by innon-employees, ~~that they are dependent upon~~ the ~~number~~Company ~~of students~~re-measures ~~that~~these ~~are~~outstanding ~~enrolled~~options into ~~the~~fair ~~program~~value ~~within~~at each ~~academic term~~reporting period. The ~~amounts~~Company ~~are~~has ~~allocated~~estimated tothe ~~and~~fair ~~are~~value ~~recognized~~of ~~ratably~~those ~~over the~~services ~~related~~performed ~~academic~~through ~~term~~June 30, ~~defined~~2020, asand ~~the~~recorded ~~period~~an ~~beginning~~expense of in the ~~first~~consolidated ~~day~~statement of ~~classes through the last~~operations.

F-811

Amesite Inc.

Notes to Consolidated Financial Statements

Note 23 - ~~Significant~~Property ~~Accounting Policies~~and ~~(Continued)~~Equipment

~~Income~~Property and equipment are summarized ~~Taxes~~as follows:

A current tax liability or asset is recognized for the estimated taxes payable or refundable on tax returns for the year. Deferred tax liabilities or assets are recognized for the estimated future tax effects of temporary differences between financial reporting and tax accounting.

	June 30, 2020		June 30, 2019

Leasehold improvements	$	-	$	47,129
Furniture and fixtures		10,000		33,653
Computer equipment and software		54,052		48,358
Total cost		64,052		129,140
Accumulated depreciation		18,744		39,483
Net property and equipment	$	45,308	$	89,657

~~Deferred tax~~Depreciation ~~assets~~expense ~~are~~for ~~reduced by a valuation allowance to~~ the ~~extent~~years ~~management~~ended ~~concludes~~June ~~it is more likely than not that the assets~~30, ~~will~~2020 ~~not be realized. Deferred tax assets~~ and ~~liabilities~~2019 ~~are~~was ~~measured~~$39,805 ~~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$37,871, ~~a change in tax rates is recognized in the consolidated statement of operations in the period that includes the enactment date~~respectively.

~~Risks and~~Note ~~Uncertainties~~4 - Common Stock

The Company ~~intends~~issued ~~to operate in~~ an ~~industry~~aggregate 2,741,235 ~~subject~~shares toof ~~rapid~~its ~~change.~~common ~~The~~stock ~~Company’s~~pursuant ~~operations~~to ~~will~~various beclosings ~~subject~~of toprivate ~~significant~~placement ~~risk and~~during ~~uncertainties~~the ~~including~~year ~~financial,~~ended ~~operational,~~June ~~technological~~30, ~~and~~2020 ~~other~~at ~~risks~~the sale ~~associated~~price ~~with~~of an$2.00 ~~early~~per ~~stage~~share. ~~company,~~The ~~including the~~aggregate ~~potential~~gross ~~risk~~proceeds ofwere ~~business~~approximately ~~failure~~$5.5 million.

~~Going~~The ~~Concern~~Company issued an aggregate of 2,921,145 shares of common stock pursuant to closings of a private placement on April 27, 2018 and also on June 8, 2018, at the sale price of $1.50 per share. The aggregate gross proceeds were approximately $4.4 million.

~~The~~In connection with the private ~~accompanying~~placements, ~~consolidated~~the ~~financial~~Company ~~statements~~agreed ~~have~~to ~~been~~compensate ~~prepared~~the ~~assuming~~U.S. registered broker-dealer (the “Placement Agent” with (i) a cash commission of 10 percent of the gross proceeds raised from investors in the private placement introduced by them, and (ii) warrants to purchase that number of shares of common stock equal to 10 percent of the ~~Company~~number ~~will~~of ~~continue~~shares asof common stock sold to investors in the private placement introduced by them. Accordingly, cash commission paid of $598,247 and warrants with a ~~going~~fair ~~concern~~value of $225,452 issued to the Placement Agent to purchase up to an aggregate of 274,123 shares of common stock were accounted for as issuance costs in the Statement of Stockholders’ Equity.

The Company ~~has~~ incurred ~~losses since~~other ~~inception, is still developing its service platform, and has not completed its efforts to establish a stabilized source~~issuance ~~of revenues sufficient to cover~~ costs ~~over an extended period~~ of ~~time.~~$114,000 ~~These~~during ~~conditions~~year ~~and~~ended ~~events~~June 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 efforts30, ~~there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable~~2020. 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.

~~Research and~~Note ~~Development~~5 - Warrants

~~Research~~During ~~and~~the ~~development~~years ~~expenditures are~~ended ~~charged~~June to30, 2020 ~~expense~~and asJune ~~incurred.~~30, ~~Research~~2019, ~~and~~the ~~development~~Company ~~expense~~issued of274,123 ~~approximately~~and ~~$151~~1,~~000~~479,078 ~~$39~~common stock warrants,~~000~~ respectively, ~~and~~to ~~$17,000~~a ~~was~~placement ~~charged~~agent related to ~~expense~~fundraisings ~~during~~and ~~the~~other ~~year~~advisory ~~ended~~services. ~~June~~The ~~30,~~warrants ~~2019,~~have a term of five years from the ~~six~~closing ~~month~~date ~~period~~of ~~ended~~the ~~June~~private ~~30,~~placements and ~~2018,~~an exercise price of $2.00 per share (2020 warrants) and ~~the~~$1.50 ~~period~~per ~~from~~share ~~inception,~~(2019 ~~November~~warrants). The Company measures the fair value ~~14,~~of ~~2017~~the towarrants ~~December~~using ~~31,~~the ~~2017,~~Black-Scholes ~~respectively~~Model (“BSM”).

~~Net~~The 1,479,078 warrants issued ~~Loss~~during ~~per~~the ~~Share~~year ended June 30, 2019, were issued for services delivered to the Company, so the value of the warrants of $897,565 has been included in General and administrative expenses and recorded as contributed capital.

~~Basic~~The ~~net~~fair ~~loss~~value ~~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~~issued ~~determination of dilutive shares outstanding~~ during ~~each~~the ~~reporting~~years ~~period.~~ended At June 30, ~~2019~~2020 and June 30, ~~2018,~~2019 ~~the~~was ~~Company had 2~~$225,~~863,025~~452 and 1$897,~~288~~565,~~195~~ ~~potentially dilutive shares of common stock related to common stock options and warrants,~~ respectively, as ~~determined~~based ~~using~~on the ~~if-converted~~following ~~method. For the year ended June 30, 2019 and the six month period ended June 30, 2018, the~~inputs ~~dilutive effect of common stock options~~ and ~~common~~assumptions ~~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~~below.

F-9

	2020		2019

Volatility (percent)		45		43
Risk-free rate (percent)		2		2
Expected term (in years)		5		5

~~Amesite~~Note ~~Inc.~~6 - Stock-Based Compensation

~~Notes~~The Company’s Equity Incentive Plan (the “Plan”) permits the grant of stock options, stock appreciation rights, restricted stock, or restricted stock units to ~~Consolidated~~officers, ~~Financial~~employees, ~~Statements~~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 fair value 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).

~~Note 2~~ F- ~~Significant Accounting Policies (Continued)~~12

~~Stock-Based Payments~~Amesite Inc.

~~Financial Accounting~~Notes ~~Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation-Stock Compensation requires companies~~ to ~~measure~~Consolidated ~~the~~Financial 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.Statements

~~The Company~~Note ~~accounts~~6 ~~for stock options and restricted shares of common stock issued to non~~-~~employees~~ ~~in accordance with the FASB ASC Subtopic 505~~Stock-~~50 “Equity-~~Based ~~Payments to Non-Employees”. Accordingly, the fair value of the stock compensation issued~~Compensation ~~to non-employees is based upon the measurement date as determined at the earlier of either a~~(Continued) the date at which a performance commitment is reached, or b) the date at 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 re-measures these outstanding options to fair value at each reporting period. The measurement date for all outstanding restricted shares may not be reached until the contractual end of the contract in September 2019. Accordingly, the Company has estimated the fair value of those services performed through June 30, 2019, and recorded an expense in the consolidated statement of operations.

~~Upcoming~~The Company has reserved 4,600,000 ~~Accounting~~shares ~~Pronouncements~~of common stock to be available for granting under the Plan (Note 10)

~~In May~~The ~~2014,~~Company ~~the FASB~~ issued ~~ASU No. 2014-09~~340,278 ~~Revenue from Contracts with Customers (Topic 606), which will supersede the~~restricted ~~current~~shares ~~revenue~~of ~~recognition~~common ~~requirements~~stock in ~~Topic~~exchange ~~605,~~for ~~Revenue~~consulting ~~Recognition. The ASU is based on the principle that revenue is recognized to depict the transfer of goods or~~ services toprovided ~~customers in an amount that reflects the consideration~~ to ~~which~~ the ~~entity~~ ~~expects~~Company tothrough beJune ~~entitled~~30, ~~in exchange for those goods or services~~2020. The ~~ASU~~expense ~~also~~was ~~requires~~recongnized ratably ~~additional~~over ~~disclosure about~~ the ~~nature, amount,~~term ~~timing, and uncertainty~~ of ~~revenue~~the ~~and~~consulting ~~cash flows arising from customer contracts~~contract, ~~including~~included ~~significant~~in ~~judgments~~general and ~~changes~~ inadministrative ~~judgments~~expenses and ~~assets~~recorded ~~recognized~~as ~~from costs incurred to obtain or fulfill~~ a ~~contract.~~capital ~~The new guidance will be effective~~contribution ~~for~~and ~~the~~amounted ~~Company’s~~to ~~year~~approximately ~~beginning~~$82,250 ~~July~~and 1$245,000 ~~2019.~~during ~~The ASU permits application of~~ the ~~new~~years ~~revenue~~ended ~~recognition~~June ~~guidance~~30, to2020 ~~be applied using one of two retrospective application methods. The Company has reviewed the new standard~~ and ~~its existing contracts and has determined there will be no transitional adjustment to the new standard for the fiscal year beginning July 1~~2019, ~~2019~~respectively.

The ~~FASB~~Company ~~issued~~estimates ~~Accounting~~the ~~Standards~~fair ~~Update~~value ~~“ASU”~~of ~~2016-02,~~each ~~Leases,~~option ~~which~~award ~~will~~using ~~supersede~~a BSM that uses the ~~current~~weighted-average ~~lease~~assumptions ~~requirements~~included in ~~ASC~~the ~~Topic~~table ~~840~~in Note 5. ~~The~~Expected ~~ASU~~volatilities ~~requires~~are ~~lessees~~based toon ~~recognize~~historical avolatility ~~right-to-use~~of ~~asset~~comparable ~~and~~companies. ~~related~~The ~~lease~~Company ~~liability~~uses ~~for~~historical ~~all~~data ~~leases,~~to ~~with~~estimate aoption ~~limited~~exercise ~~exception for short-term~~within ~~leases.~~the ~~Leases~~valuation ~~will~~model, ~~be classified as either finance~~ or ~~operating,~~estimates ~~with~~ the ~~classification~~expected ~~affecting~~option ~~the~~exercise ~~pattern~~when ofhistorical ~~expense~~data ~~recognition in~~is ~~the statement of operations~~unavailable. The ~~new~~risk-free ~~lease~~rate ~~guidance will be effective~~ for periods within the ~~Company’s~~contractual ~~year~~life ~~ending~~of ~~June~~the ~~30,~~option ~~2021~~is ~~and will~~based beon ~~applied~~the ~~using~~U.S. aTreasury ~~modified~~yield ~~retrospective~~curve ~~transition~~in ~~method~~effect toat the ~~beginning~~time of ~~the earliest period presented~~grant. The ~~new lease~~company ~~standard~~has isnot ~~expected~~paid toany ~~have~~dividends anon ~~effect~~common onstock ~~the~~since ~~Company’s~~its ~~financial~~inception ~~statements~~and asdoes anot ~~result~~anticipate ofpaying ~~the~~dividends ~~Company’s~~on ~~operating leases,~~its ascommon ~~disclosed~~stock in the ~~Note~~foreseeable 8,future. ~~which~~When ~~will~~calculating ~~be reported on~~ the ~~balance~~amount ~~sheet~~of atannual ~~adoption.~~compensation ~~Upon adoption~~expense, ~~the~~The Company ~~will~~has ~~recognize a~~elected ~~lease~~not ~~liability and corresponding right-~~to~~-use~~ ~~asset~~estimate ~~based on the present value of the minimum lease payments. The effects on~~forfeitures ~~the~~and ~~results~~instead ofaccounts ~~operations~~for ~~are~~forfeitures ~~not~~as ~~expected~~they ~~to be significant under the new standard~~occur.

~~F-10~~A summary of option activity for the years ended June 30, 2020 and June 30, 2019 is presented below:

Amesite Inc.

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

Outstanding at July 1, 2018		947,917		$	1.50		10		947,917
Granted		270,916			1.50		9.05		270,916
Exercised		(127,000	)		1.50				(127,000	)
Outstanding at June 30, 2019		1,091,833			1.50		8.90		1,091,833
Outstanding at July 1, 2019		1,091,833			1.50		8.90		1,091,833
Granted		1,907,000			2.00		9.76		1,907,000
Terminated		(36,000	)		1.50				(36,000	)
Outstanding at June 30, 2020		2,962,833			1.82		9.06		2,962,833
Vested or expected to vest at June 30, 2020		2,962,833			1.82		9.06		2,962,833
Exercisable at June 30, 2020		1,016,906			1.50		7.78		1,016,906

~~Notes~~The weighted-average grant-date fair value of options granted during the years ended June 30, 2020 and 2019 was $0.88 and $0.70, respectively. The options contained time-based vesting conditions satisfied over periods from two to ~~Consolidated~~five ~~Financial~~years ~~Statements~~from the grant date.

~~Note~~The Company recognized $555,048 3and -$607,115 ~~Reverse~~of ~~Recapitalization~~expense related to the Plan for the year ended June 30, 2020 and 2019, respectively. The expense is comprised of $82,250 for consulting services settled in restricted shares and $472,798 related to stock options for the year ended June 30, 2020. The expense is comprised of $245,000 for consulting services settled in restricted shares and $362,115 related to stock options for the period June 30, 2019.

~~Prior to~~As ~~the~~of ~~Merger~~June 30, ~~Lola~~2020, ~~One~~there was approximately a$1,508,000 ~~“shell”~~of ~~company~~total ~~registered~~unrecognized ~~under~~compensation ~~the~~cost ~~Securities~~for ~~Exchange~~employees ~~Act~~and ofnon-employees ~~1934,~~related asto ~~amended, with~~nonvested ~~no specific business plan or purpose~~options. That ~~Accordingly,~~cost ~~the~~is ~~Merger~~expected isto ~~accounted~~be ~~for~~recognized asover a ~~reverse~~weighted-average ~~recapitalization,~~period ~~with Amesite~~of ~~Operating~~1 ~~Company considered the acquirer for accounting purposes~~year.

As part of the Merger described in Note 1, the Company issued an aggregate of 5,833,333 shares of common stock in exchange for 100 percent of the outstanding and issued shares of Amesite Operating Company common stock. In addition, awards of stock options to purchase 650,000 shares of Amesite Operating Company’s common stock issued and outstanding immediately prior to the closing of the Merger were assumed and converted into options, with equivalent terms, to purchase 947,917 shares of common stock of the Company.F-13

~~The reverse~~Amesite recapitalization presented in the Statement of Stockholders’ Equity reflects the net result of the shares exchanged at fair value and the 3,100,000 shares of common stock of the Company issued and outstanding prior to the MergerInc. A note payable Lola One had outstanding prior to the Merger, which was repaid during the six month period ended June 30, 2018, was recorded in additional paid-in capital. No other consideration was provided to Lola One as part of the reverse recapitalization.

~~Note 4~~Notes -to ~~Property~~Consolidated ~~and~~Financial ~~Equipment~~Statements

~~Property and~~Note ~~equipment~~7 ~~are~~- ~~summarized~~Convertible Notes ~~as follows:~~Payable

	June 30, 2019		June 30, 2018
Leasehold improvements	$	47,129	$	47,129
Furniture and fixtures		33,653		27,488
Computer equipment and software		48,358		22,701
Total cost		129,140		97,318
Accumulated depreciation		39,483		1,612
Net property and equipment	$	89,657	$	95,706

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

~~Depreciation expense~~The ~~for~~Notes ~~the~~are ~~year~~unsecured, ~~ended~~bear interest ~~June~~at ~~30,~~8% ~~2019~~per annum, and mature one year from the ~~six~~date ~~month~~of ~~period~~issuance. ~~ended~~The ~~June~~Notes ~~30,~~are ~~2018,~~subject ~~and~~to automatic conversion into the Company’s ~~period~~common ~~from~~stock ~~inception,~~upon ~~November~~a ~~14, 2017~~qualified toequity ~~December~~financing ~~31,~~or ~~2017,~~change ~~was~~of ~~$37~~control,~~871,~~ ~~$1,367,~~based ~~and~~upon a specified formula; the lesser of $~~245,~~2.00 or ~~respectively~~75% of the price paid per share in either of the conversion events.

~~F-11~~The Company issued notes totaling $2,182,500 and incurred issuance costs of $261,900. As of June 30, 2020, accrued interest of $26,000 has been recorded against the Notes. The issuance costs are being amortized over six months, which is the estimated length of time that the Company believes the note will be outstanding until a conversion event occurs. Amortization expense associated with the issuance costs of $79,000 has been recorded in the statement of operations as interest expense during the year ended June 30, 2020.

~~Amesite~~Note ~~Inc.~~8 - Operating Lease

~~Notes~~Through May 2020, the Company was obligated under an operating lease primarily for its office space. Prior to ~~Consolidated~~the ~~Financial~~lease ~~Statements~~being terminated in May 2020, the lease required monthly rent of $7,942. The lease required 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. Total rent expense was $59,332 and $69,471 for the years ended June 30, 2020 and 2019, respectively.

~~Note~~Subsequent to the termination 5of -the ~~Capital~~lease, ~~Stock~~the Company is operating remotely and has no further lease obligations.

~~The Company~~Note ~~issued~~9 an- ~~aggregate of 2,921,145 shares of common stock pursuant to closings of a private placement on April 27,~~Income ~~2018 and also on June 8, 2018, at the sale price of $1.50 per share. The aggregate gross proceeds were approximately $4.4 million.~~Taxes

InFor ~~connection~~the ~~with~~year ~~the~~ended ~~private~~June ~~placement~~30, ~~the~~2020 and ~~Company~~prior ~~agreed~~periods tosince ~~compensate~~inception, the ~~U.S.~~Company’s ~~registered~~activities ~~broker-dealer~~have ~~(the “Placement~~not ~~Agent”~~generated ~~with~~taxable ~~(i)~~income. aA ~~cash~~valuation ~~commission~~allowance ofhas 10been ~~percent of the gross proceeds raised from investors in the~~recorded ~~private~~on ~~placement~~tax ~~introduced~~loss bycarryforwards ~~them,~~ and ~~(ii)~~other ~~warrants~~deferred totax ~~purchase that number of shares of common stock equal to 10 percent of the number of shares of common stock sold to investors in the private placement introduced by them~~assets. Accordingly, the ~~$438,172~~ ~~cash~~Company ~~commission~~has ~~paid~~not ~~and~~recognized ~~warrants~~any ~~with~~current aor ~~fair~~deferred ~~value~~income tax ofexpense ~~$203,615~~or ~~issued~~benefit tofor the ~~Placement~~years ~~Agent~~ended toJune ~~purchase up to an aggregate of 292~~30,~~114~~ ~~shares~~2020 ofand ~~common stock in the Company are included in issuance costs in the Statement of Stockholders’ Equity~~2019.

~~Concurrent with~~A ~~the~~reconciliation ~~closing~~ of the ~~private~~provision for ~~placement,~~income ~~former~~taxes ~~shareholders~~to ofincome ~~Amesite~~taxes ~~Operating~~computed ~~Company~~by ~~purchased~~applying ~~895,829 shares of common stock of~~ the ~~Company~~statutory atUnited aStates ~~price~~federal ofrate ~~$1.20~~to ~~per~~income ~~share~~before ~~for~~taxes ~~aggregate~~is ~~gross~~as ~~proceeds of approximately $1 million.~~follows:

Note 6 - Warrants

	June 30, 2020			June 30, 2019

Income tax, at applicable federal tax rate	$	(875,764	)	$	(827,176	)

State income tax		(193,697	)		(185,454	)
Change in valuation allowance		1,013,841			1,030,996
Other		55,620			(18,366	)
Total provision for income taxes	$	-		$	-

During the year ended June 30, 2019 and the six month period ended June 30, 2018, the Company issued 1,479,078 and 292,114 common stock warrants, respectively, to a placement agent related to fundraisings and other advisory services. The warrants have a term of five years from the closing date of the private placements and an exercise price of $1.50 per share. The Company measures the fair value of the warrants using the BlackF-~~Scholes Model (“BSM”).~~14

~~The warrants~~Amesite ~~are classified in stockholders’ equity of the Company~~Inc.

~~The fair~~Notes ~~value~~to ofConsolidated ~~the~~Financial ~~warrants issued during the year ended June 30, 2019 and the six months ended June 30, 2018 was $897,565 and $203,615, respectively, based on the following inputs and assumptions below.~~Statements

	2019		2018
Volatility (percent)		43		45
Risk-free rate (percent)		2		3
Expected term (in years)		5		6

Note 9 - Income Taxes (Continued)

The ~~weighted-average~~ ~~exercise~~details ~~price~~ of ~~all~~the ~~warrants~~net ~~outstanding~~deferred tax asasset ofare ~~June~~as ~~30, 2019 and 2018 was $1.50 per share.~~follows:

F-12

	June 30, 2020			June 30, 2019

Deferred tax assets:
Deferred revenue	$	38,824		$	-
Start-up and organizational costs		135,208			170,895
Stock compensation expense		453,975			340,870
Straight line rent adjustment		-			5,267
Charitable contributions		2,608			772
Net operating loss carryforwards		1,864,672			897,184
Gross deferred tax assets		2,495,287			1,414,988
Valuation allowance recognized for deferred tax assets		(2,154,900	)		(1,141,059	)
Net deferred tax assets		340,387			273,929
Deferred tax liabilities:
Depreciation		(11,662	)		(23,077	)
Capitalized software		(328,725	)		(250,852	)
Gross deferred tax liabilities		(340,387	)		(273,929	)
Net deferred tax assets	$	-		$	-

~~Amesite~~The ~~Inc~~Company has approximately $7,244,000 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. The Company does not have any uncertain tax positions.

~~Notes to~~Note ~~Consolidated~~10 ~~Financial~~- ~~Statements~~Subsequent Events

~~Note~~The 7Company -has ~~Stock-Based~~evaluated ~~Compensation~~subsequent events from the balance sheet date of June 30, 2020, through September 14, 2020, the date the financial statements were available to be issued.

~~The~~On ~~Company’s Equity Incentive~~August ~~Plan~~4, ~~(the~~2020, ~~“Plan”) permits~~ the ~~grant~~stockholders of ~~stock~~the ~~options,~~Company ~~stock~~approved ~~appreciation~~a ~~rights,~~reorganizational ~~restricted~~merger ~~stock,~~pursuant ~~or restricted stock units~~ to ~~officers,~~an ~~employees,~~Agreement ~~directors, consultants, agents,~~ and ~~independent~~Plan ~~contractors~~ of ~~the~~Merger ~~Company. The Company believes~~(“Merger ~~that~~Agreement”) ~~such~~dated ~~awards~~July ~~better~~14, ~~align~~2020 whereby the ~~interests~~Company ofwill ~~its~~merge ~~employees,~~with ~~directors,~~ and ~~consultants~~into ~~with~~Amesite ~~those~~Operating ofCompany ~~its~~with ~~stockholders.~~the ~~Option~~Amesite Operating ~~awards~~Company ~~are~~resulting ~~generally~~as ~~granted~~the ~~with~~surviving anentity. ~~exercise~~In ~~price~~connection ~~equal~~with to the ~~fair~~Merger ~~value~~Agreement, ofAmesite ~~the~~Operating Company’s ~~stock~~will atchange ~~the~~its ~~date of grant;~~name ~~those~~to ~~option~~“Amesite ~~awards~~Inc.” ~~generally~~The ~~vest~~Merger ~~over~~Agreement ~~two~~was ~~years~~approved ~~from~~prior to the ~~grant~~filing ~~date~~of ~~and~~the ~~generally~~registration ~~have~~statement ~~ten-year~~for ~~contractual~~the ~~terms.~~offering of ~~Certain~~common ~~option awards~~shares ~~provide~~of ~~for~~Amesite ~~accelerated~~Operating ~~vesting~~Company, ~~(as~~which ~~defined~~occurred inon ~~the~~August ~~Plan)~~14, 2020.

~~The~~On August 4, 2020, the stockholders of the Company ~~has~~approved ~~reserved~~the ~~2,529,000~~increase of shares of common stock toissuable beunder ~~available~~its ~~for~~Equity ~~granting~~Incentive ~~under~~Plan ~~the~~to ~~Plan~~4,600,000 shares (from 2,529,000 shares).

On July 13, 2018, the Company issued 340,278 restricted shares of common stock in exchange for consulting services provided during the six month period ended June 30, 2018, and for future services not yet rendered. The expense is recorded ratably over the term of the consulting contract and amounted to $245,000 during the year ended June 30, 2019. The restricted shares are subject to various provisions that prevent the stockholders from selling, transferring or pledging the shares until the earlier of twelve months after the Company’s common stock is quoted and traded on public exchange or October 1, 2019.F-15

~~The Company~~Item ~~estimates the fair value of each option award using a BSM that uses the weighted-average assumptions included in the table below~~9. ~~Expected~~Changes 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~~Disagreements ~~not~~with ~~anticipate~~Accountants ~~paying dividends~~ on ~~its~~Accounting ~~common stock in the foreseeable future. When calculating the amount of annual compensation expense, the Company has elected not to estimate forfeitures~~ and ~~instead~~Financial ~~accounts for forfeitures as they occur.~~Disclosures

~~A summary of option activity for the six month period ended June 30, 2018 and the year ended June 30, 2019 is presented below:~~None.

Options	Number of Shares			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (in years)		Total Shares
January 1, 2018		-		$	-		0		-
Granted		947,917			1.50		10.0		947,917
Outstanding at June 30, 2018		947,917			1.50		10.0		947,917
Outstanding at July 1, 2018		947,917			1.50		10.0		947,917
Granted		270,916			1.50		9.05		270,916
Exercised		(127,000	)		1.50				(127,000	)
Outstanding at June 30, 2019		1,091,833			1.50		8.90		1,091,833
Vested or expected to vest at June 30, 2019		1,091,833			1.50		8.90		1,091,833
Exercisable at June 30, 2019		632,909			1.50		8.77		632,909

Item 9A. Controls and Procedures

~~The weighted-average~~Evaluation ~~grant-date fair value~~ of ~~options~~Disclosure ~~granted~~Controls ~~during~~and ~~the year ended June 30, 2019 was $0.70. The options contained time-based vesting conditions satisfied over periods from two to four years from the grant date.~~Procedures

FOur management, with the participation of our Chief Executive Officer and Chief Financial Officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2020. The term “disclosure controls and procedures,” as defined in Rules 13a-1315(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

~~Amesite~~Based ~~Inc~~on the evaluation of our disclosure controls and procedures as of June 30, 2020, our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective.

~~Notes~~In addition, because we are an “emerging growth company” under the JOBS Act, our independent registered public accounting firm will not be required to ~~Consolidated~~attest ~~Financial~~to ~~Statements~~the effectiveness of our internal control over financial reporting for so long as we are an emerging growth company.

~~Note~~Changes 7in -Internal ~~Stock-Based~~Control ~~Compensation~~over ~~(Continued)~~Financial Reporting

~~The Company~~No ~~recognized~~change ~~$607,115~~in ~~and~~our ~~$180,802~~internal ofcontrol ~~expense~~over financial ~~related~~reporting to(as ~~the~~defined ~~Plan~~in ~~for~~Rules 13a-15(f) and 15d-15(f) under the ~~year~~Exchange ~~ended~~Act) ~~June~~occurred ~~30,~~during ~~2019 and~~ the ~~six month period~~year ended June 30, ~~2018,~~2020 ~~respectively.~~that ~~There~~has ~~was~~materially ~~no expense for the period from inception~~affected, ~~November~~or ~~14, 2017, to December 31, 2017. The expense~~ is ~~comprised~~reasonably oflikely ~~$245,000 for consulting services settled in restricted shares and $362,115 related~~ to ~~stock~~materially ~~options for the year ended June 30~~affect, ~~2019.~~our ~~The~~internal ~~expense~~control isover ~~comprised of $102,084 for consulting services settled in restricted shares and~~financial ~~$78,718 related to stock options for the period June 30, 2018~~reporting.

~~As of~~Item ~~June 30, 2019, there was approximately $321,000 of total unrecognized compensation cost for employees and non-employees related to nonvested options~~9B. ~~That~~Other ~~cost is expected to be recognized over a weighted-average period of 1 year.~~Information

~~As of June 30, 2019, there was approximately $61,000 of total unrecognized compensation cost for non-employees related to unrendered services~~None. ~~That cost is expected to be recognized over the remaining contractual period of approximately 3 months.~~

~~Note 8 - Related Party Transactions~~18

~~The following~~PART ~~is a description of transactions between the Company and related parties:~~III

~~Advances from~~Item ~~stockholder~~10. Directors, Executive Officers and Corporate Governance.

~~As of~~The ~~June~~following ~~30,~~table ~~2018~~sets ~~and~~forth ~~December 31, 2017~~ the ~~Company had outstanding advances from a stockholder totaling $1,065 and $28,728, respectively.~~names ~~Advances from a stockholder of $210,564~~ and ~~$28,728 to fund~~ certain ~~costs~~information ~~were~~regarding ~~received~~each ~~during~~of ~~the~~our ~~period~~directors ~~ended June 30, 2018~~ and ~~December~~executive ~~31,~~officers ~~2017,~~as ~~respectively. The Company repaid most~~ of ~~the~~September ~~advances during the period ended June 30~~14, ~~2018, with the remaining balance repaid during the period ended June 30, 2019. There were no amounts outstanding at June 30, 2019.~~2020:

Note 9 - Operating Lease

NAME	POSITION(S)	AGE
Ann Marie Sastry, Ph.D.	President, Chief Executive Officer, Chairman of the Board	52
Rick DiBartolomeo	Chief Financial Officer	61
Anthony M. Barkett ^{(1) (2) (3)}	Director	53
Barbie Brewer ^{(2) (3)}	Director	43
J. Michael Losh ^{(1) (3)}	Director	74
Richard Ogawa	Director	56
Gilbert S. Omenn, M.D., Ph.D. ^{(1) (2) (3)}	Director	78

~~The~~(1) ~~Company~~Member ~~is obligated under an operating lease primarily for its office, which was amended on March 19, 2019. Prior to the amendment, the lease required monthly rent~~ of ~~$3,733. The lease requires~~ the ~~Company~~audit ~~to pay insurance, utilities, and shared maintenance costs in addition to the monthly rent of $7,942~~committee. A refundable security deposit of $5,000 was also required as part of the lease. The lease expires in May 2022 and has a one year renewal option. Total rent expense was $69,471, $26,609, and $5,973 for the year ended June 30, 2019, the six month period ended June 30, 2018, and the period from inception, November 14, 2017, to December 31, 2017, respectively. The future minimum annual commitments under this operating lease are as follows:

Period Ending June 30	Amount
2020	$	95,310
2021		95,310
2022		87,368
Total	$	277,988

(2)

Member of the compensation committee.

~~F-14~~(3) Our “independent” Board members (as such term is defined under Nasdaq listing rules), acting as a group, perform the functions of a nominating and corporate governance committee.

~~Amesite~~Executive ~~Inc.~~Officers

~~Notes~~Ann Marie Sastry, Ph.D. – President, Chief Executive toOfficer ~~Consolidated~~and ~~Financial~~Chairman ~~Statements~~of the Board of Directors

~~Note~~Dr. Sastry has been our President, Chief 10Executive Officer, and Chairman since our incorporation in November 2017. From April 2008 to October 2015, Dr. Sastry served as the President, Chief Executive Officer, member of the Board of Directors and co-founder ~~Income~~of ~~Taxes~~Sakti3, recognized as one of the Massachusetts Institute of Technology’s 50 Smartest Companies in 2015. Backed by a global team of venture capitalists Sakti3 was sold to Dyson Ltd. in 2015 for $90 million. Dr. Sastry was invited to the White House in 2015 to be recognized for her technology entrepreneurship, and meet with President Barack Obama. From October 2015 to November 2017, Dr. Sastry continued on with Dyson as head of the global solid state battery team, focusing on technology strategy and advancement, staff and organizational growth, and partnership development. Her technology and business work have been featured in the WSJ, Fortune, Forbes, the Economist, USA Today, the New York Times and on the cover of Inc.

~~For~~Prior to starting her companies, Dr. Sastry was a professor of engineering at the ~~year~~University ~~ended~~of ~~June~~Michigan. ~~30,~~Dr. ~~2019~~Sastry was named an Arthur F. Thurnau Professor (UM’s highest teaching honor) in 2008. Tenured and ~~prior~~promoted ~~periods~~early, ~~since~~Sastry ~~inception~~was recognized with some of the highest honors in her scientific fields over her 17 year academic career, including the ~~Company~~ASME Frank Kreith Energy Award (2011) and NSF’s ~~activities~~Presidential ~~have~~Early ~~not~~Career Award ~~generated~~for ~~taxable~~Scientists ~~income~~and ~~or tax~~Engineers ~~liabilities~~(1997). ~~Accordingly~~She founded two academic research centers in intracellular signaling (Keck Foundation) and advanced automotive batteries (GM/Department of Energy), ~~the~~and ~~Company~~a global graduate program in Energy Systems Engineering. She has co-authored ~~not~~over ~~recognized~~100 anpublications ~~income~~and ~~tax~~100 ~~expense~~patents orand ~~benefit~~filings, ~~for~~and ~~the~~has ~~year~~delivered ~~ended~~over ~~June~~100 30invited lectures and seminars globally on a range of scientific and technology topics, ~~2019~~spanning mathematics, physics, bioscience and battery technology. Sastry is active orin ~~the~~philanthropy ~~six~~and ~~month~~business ~~period~~mentorship, ~~ended~~with ~~June~~a 30focus on education and poverty alleviation. She holds PhD and MS degrees from Cornell University, ~~2018~~and a BS from the University of Delaware, all in mechanical engineering. We believe that Dr. Sastry’s experience working with successful companies and her experience in education qualifies her to serve on our Board of Directors.

~~A reconciliation~~Rick ofDiBartolomeo ~~the~~- Chief ~~provision~~Financial ~~for income taxes to income taxes computed by applying the statutory United States federal rate to income before taxes is as follows:~~Officer

	June 30, 2019			June 30, 2018			December 31, 2017
Income tax recovery, computed at the applicable federal tax rate (21 percent for 2019 and 2018 and 34 percent for 2017) of pretax loss	$	(827,176	)	$	(102,921	)	$	(10,698	)
Effect of nondeductible expenses		4,085			191			56
State income tax recovery		(185,454	)		-			-
Change in valuation allowance		1,030,996			4,069			10,642
Adjustments of prior year estimates and other		(22,451	)		98,662			-
Total provision for income taxes	$	-		$	1		$	-

Richard D. DiBartolomeo has been our Chief Financial Officer since November 2018. From January 1982 to October 2007, Mr. DiBartolomeo served as a Partner at Deloitte& Touche, LLP. From October 2007 to March 2010, Mr. DiBartolomeo served as Principal in Charge of Assurance and Advisory Services for the Southeastern Michigan offices of the The Rehmann Group.

The income tax provision differs from the expense that would result from applying statutory rates to income before income taxes as a result of adjustments to the valuation allowance and expenses that are not deductible for tax purposes.19

~~The~~From April 2010 to June 2012, Mr. DiBartolomeo ~~details~~served ofas Executive Director for the ~~net~~Rick ~~deferred~~Snyder ~~tax~~for ~~asset~~Michigan ~~are~~Committee. From June 2012 to October 2014, Mr. DiBartolomeo served as ~~follows:~~Administrator-Defined Contributions, Trust & Agencies Division for the State of Michigan. From October 2014 to January 2016, Mr. DiBartolomeo served as Chief Financial Officer-Unemployment Insurance Agency of the State of Michigan. Since May 2016, Mr. DiBartolomeo has been providing part time CFO consulting services to small and mid-size companies. Mr. DiBartolomeo received his BBA in Accounting from Western Michigan University and a Masters in Finance from Walsh College.

	June 30, 2019			June 30, 2018
Deferred tax assets:
Depreciation	$	(23,077	)	$	339
Start-up and organizational costs		170,895			68,077
Stock compensation expense		340,870			16,530
Capitalized software		(250,852	)		-
Straight line rent adjustment for book		5,267			-
Charitable contributions		772			-
Net operating loss carryforwards		897,184			24,358
Gross deferred tax assets		1,141,059			109,304
Valuation allowance recognized for deferred tax assets		(1,141,059	)		(109,304	)
Net deferred tax assets	$	-		$	-

Non-Employee Directors

~~The Company~~Anthony ~~has approximately $3,486,000 of net operating loss carryforwards available to reduce future income taxes, of which approximately $17,000 of net operating loss carryforwards expire in 2037~~M. 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.Barkett - Director

~~Note~~Mr. Barkett has served as a member of our 11Board of Directors since February 2018. Mr. Barkett is a California-based ~~Subsequent~~real ~~Events~~estate developer. He holds Bachelor of Arts degrees in Economics and Political Science from the University of California at Los Angeles, as well as a Juris Doctor degree from the University of the Pacific, McGeorge School of Law. Mr. Barkett practiced law from 1994-2003 specializing in land use, affordable housing and government relations. He is currently the managing member of several limited liability companies which developed and now own and manage commercial real estate in California, Arizona and Hawaii. He is the managing member of Oliveto, LLC which farms and manages olive and walnut orchards in Linden, CA. He is the CEO of Trinity Solar and managing member of Affordable Energy Partners, LLC which built and still owns and manages solar systems throughout CA. In 2013 he was appointed by Governor Jerry Brown to the California Citizens Compensation Commission, a State commission that sets compensation for the legislature. He is a Board member and has been for 17 years of the Downtown Stockton Alliance which is a property owner based 501(c)(3) organized to promote and restore downtown Stockton. He is also a political consultant for Stockton East Water District and has held this position for 20 years. In 2016, he was a co-founder of Ready to Work a 501(c)(3) corporation formed to help homeless and previously incarcerated men get paid work, job training and permanent housing. Additionally, Mr. Barkett was appointed as a Commissioner to the Port of Stockton and is also a Board member of Aspire Public Schools. We believe that Mr. Barkett’s non-profit experience qualifies him to serve on our Board of Directors.

~~Subsequent to~~Barbie ~~year end, on August 15, 2019 the Company issued 1,000,000 shares of common stock for $2,000,000.~~Brewer ~~On September 26, 2019 the Company issued 242,485 shares of common stock for $484,970.~~- Director

FMs. Brewer has served as a member of our Board of Directors since July 2019. Ms. Brewer has been the Chief People Officer of Marqeta, Inc., since February 2019. From May 2017 to present, Ms. Brewer has also been the founder and CEO of TNT Consulting LLC, a consulting firm that advises early-15stage growth companies. From September 2017 to February, 2019, Ms. Brewer was the Chief Culture Officer of GitLab Inc., an information technology and services company that uses open-source software to create a single application that covers the entire DevOps lifecycle. From 2011 through 2017, Ms. Brewer served as the Vice President of Human Resources at Netflix, where she led human resources for Netflix’s product innovation, engineering/development, business development and digital supply chain organizations, managing a team that supported over 1,500 employees. Prior thereto, from April 2008 to January 2011, Ms. Brewer worked as a Vice President of Human Resources at Sportvision, a leading provider in sports entertainment products and data solutions. From 2000 through 2007, Ms. Brewer worked at Cisco as the Human Resources Manager. She also has certifications in Situational Leadership and Project Management. Ms. Brewer received a bachelor’s degree in communications and business from Santa Clara University, where she graduated Magna Cum Laude. She also holds a master’s degree in Human Resource Management from George Washington University. We believe that Ms. Brewer’s management experience qualifies her to serve on our Board of Directors.

~~Item 9A~~J. ~~Changes~~Michael inLosh - ~~and Disagreements with Accountants on Accounting and Financial Disclosures~~Director

~~None~~Mr. Losh has served as a member of our Board of Directors since February 2018. Mr. Losh served as the Chief Financial Officer at Cardinal Health from July 2004 to May 2005. Mr. Losh was with General Motors from 1964 to 2000. He served as the Chief Financial Officer and Executive Vice President of General Motors Corp., from July 1994 to August 2000. He is the Chairman of the Board of Masco Corp. (NYSE: MAS) (2014-present), Director at Aon PLC (NYSE: AON) (2003-present), and a Director at Cardinal Health Inc. (NYSE: CAH) (1996 to 2009 and 2018 to present). Mr. Losh has served as a Director of AMB Corp., Care Fusion Inc., Electronic Data Systems Corp., Delphi Automotive Systems Corp., Hughes Electronics, Quaker Oats Company, TRW Automotive Inc., HB Fuller Co, and Prologis, Inc. He served as Chairman of the Boards of GMAC and Metaldyne Corp. Mr. Losh holds a B.S. in Mechanical Engineering from Kettering University and an M.B.A. from Harvard University. We believe that Mr. Losh’s public company experience qualifies him to serve on our Board of Directors.

~~Item 9A. Controls and Procedures~~20

~~Evaluation of~~Richard ~~Disclosure~~T. ~~Controls and Procedures~~Ogawa - Director

~~Our management,~~Mr. ~~with~~Ogawa ~~the~~has ~~participation~~served as a member of our Board ~~Chief~~of ~~Executive~~Directors ~~Officer~~since ~~and~~February ~~Chief~~2018. ~~Financial~~Mr. ~~Officer~~Ogawa ~~(our~~has ~~principal~~been ~~executive~~General ~~officer and~~Counsel ~~principal~~at ~~financial~~Inphi ~~officer,~~Corporation ~~respectively)~~since 2013, responsible ~~evaluated~~for overseeing ~~the~~legal ~~effectiveness~~matters ofas ~~our~~well ~~disclosure~~as ~~controls~~corporate, ~~and~~intellectual ~~procedures~~property, asand ofgovernment ~~June 30,~~affairs. ~~2019~~Mr. ~~The~~Ogawa ~~term~~is ~~“disclosure~~a ~~controls~~Registered ~~and~~United States ~~procedures,”~~Patent asAttorney ~~defined~~and ina ~~Rules 13a-15(e) and~~Member ~~15d-15(e) under~~ of the ~~Securities~~California ~~Exchange~~State ~~Act~~Bar with more than 25 years of ~~1934,~~experience asspecializing ~~amended,~~in ortechnology companies. ~~the~~Prior ~~Exchange~~to ~~Act~~Inphi, ~~means~~he ~~controls~~was ~~and~~a ~~other~~Partner ~~procedures~~at ofTownsend and Townsend, a ~~company~~law ~~that~~firm ~~are designed~~focused toon ~~ensure~~intellectual ~~that~~property. ~~information~~He ~~required~~is tothe befounder and ~~disclosed~~owner byof aOgawa ~~company~~Professional inCorporation, ~~the~~his ~~reports~~own ~~that~~law itfirm, ~~files~~focusing oron ~~submits~~venture ~~under~~backed ~~the~~startup ~~Exchange Act~~companies. He is ~~recorded,~~General ~~processed,~~Counsel for ~~summarized~~Soraa ~~and~~Laser ~~reported~~Diode, ~~within~~Inc., ~~the~~a ~~time~~venture ~~periods~~funded ~~specified~~company inby ~~the~~Khosla ~~SEC’s~~Ventures, ~~rules~~ and ~~forms. Disclosure~~is ~~controls~~General ~~and~~Counsel ~~procedures~~for ~~include~~MCube, ~~without~~Inc. ~~limitation,~~a ~~controls~~venture ~~and~~funded company ~~procedures~~by ~~designed~~Kleiner toPerkins ~~ensure~~Caufield ~~that~~& ~~information~~Byers. ~~required to~~He behas ~~disclosed~~also byheld a ~~company~~variety inof ~~the~~engineering ~~reports~~and ~~that~~management itpositions ~~files~~at orNEC ~~submits~~Electronics. He ~~under~~is a Charter Member of the ~~Exchange~~Indus ~~Act~~Entrepreneur isGroup ~~accumulated~~(TIE) and ~~communicated~~had to been a member of the ~~company’s~~Boards ~~management~~of the Asian Law Alliance, ~~including~~American Intellectual ~~its~~Property ~~principal~~Law ~~executive~~Association, and ~~principal~~others. ~~financial~~Mr. ~~officers,~~Ogawa also served as ~~appropriate~~a toPartner ~~allow~~Member ~~timely~~for Technology Group 2800 of the United ~~decisions~~States ~~regarding~~Patent ~~required~~and ~~disclosure~~Trademark Office. ~~Management~~He ~~recognizes~~received ~~that~~a ~~any~~B.S. ~~controls~~in ~~and~~Chemical ~~procedures,~~Engineering nofrom ~~matter~~the ~~how~~University ~~well~~of ~~designed~~California, ~~and operated~~Davis in 1984, and ~~can~~a ~~provide~~J.D. ~~only~~from ~~reasonable~~the ~~assurance~~University of ~~achieving~~Pacific, ~~their~~McGeorge ~~objectives~~School ~~and~~of ~~management~~Law ~~necessarily~~in ~~applies~~1991. ~~its~~We ~~judgment~~believe that Mr. Ogawa’s experience as an attorney inand ~~evaluating~~his ~~the~~patent ~~cost-benefit~~expertise ~~relationship~~qualifies ofhim ~~possible~~to ~~controls~~serve ~~and~~on ~~procedures~~our Board of Directors.

~~Based on~~Gilbert ~~the~~S. ~~evaluation of our disclosure controls and procedures as of June 30~~Omenn, ~~2019~~M.D., ~~our Chief Executive Officer and Chief Financial Officer concluded that, as of such date, our disclosure controls and procedures are effective~~Ph.D. - Director

InDr. Omenn has served as a member of our ~~addition,~~Board ~~because~~of weDirectors ~~are~~since anMarch ~~“emerging~~2020. ~~growth~~Prior ~~company”~~to ~~under~~his appointment as a member of the ~~JOBS~~Board ~~Act~~of Directors, Dr. Omenn served on our ~~independent~~Board of ~~registered~~Advisors. Dr. Omenn is the Harold T. Shapiro Distinguished University Professor of Computational Medicine & Bioinformatics, Internal Medicine, Human Genetics, and Public Health at the University of Michigan. Dr. Omenn brings decades of public-company Board ~~accounting~~experience, including 27 years with Amgen, Inc, (NASDAQ: AMGN) and 22 years with Rohm & Haas Company. He was Dean of ~~firm~~the ~~will~~University ~~not~~of beWashington ~~required~~School toof ~~attest~~Public toHealth & Community Medicine (1982-1997) and then Executive Vice President for Medical Affairs at the ~~effectiveness~~University of ~~our~~Michigan ~~internal~~and ~~control~~CEO ~~over~~of ~~financial~~the ~~reporting~~UM Health System (1997-2002). In addition, he was a White House Fellow at the Atomic Energy Commission (1973-1974), Associate Director of the White House Office of Science & Technology Policy and the Office of Management and Budget (1977-1981), on the advisory council for sothe ~~long~~AAAS as“Project we2061: ~~are~~Science for all Americans” an(1986-1996), ~~emerging~~chair ~~growth~~of the Presidential/Congressional Commission on Risk Assessment & Risk Management (1994-1997), President of the American Association for the Advancement of Science (AAAS, 2006), member of the Scientific Management Review Board for the NIH (2012-2014), member of the Council of the National Academy of Medicine (NAM, 2015-2017), and currently a member of the Policy & Global Affairs Committee of the National Academies. We believe that Dr. Omenn’s public company, academic, and healthcare experience qualifies him to serve on our Board of Directors.

~~Changes~~ Involvement in ~~Internal~~certain ~~Control~~legal ~~over Financial Reporting~~proceedings.

NoNone ~~change~~of inthe ~~our~~following ~~internal control~~events ~~over~~has ~~financial~~occurred during ~~reporting~~the ~~(as~~past ~~defined~~ten inyears ~~Rules 13a-15(f)~~ and ~~15d-15(f) under~~which ~~the~~are ~~Exchange~~material ~~Act)~~to ~~occurred~~an ~~during the~~evaluation ~~year~~of ~~ended~~the ~~June~~ability ~~30,~~or ~~2019~~integrity ~~that~~of ~~has~~any ~~materially~~director ~~affected,~~ or isexecutive ~~reasonably likely to materially affect, our internal control over financial reporting.~~officer:

~~Item 9B. Other~~(1) A petition under the federal bankruptcy ~~Information~~laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

~~None.~~(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

~~-23-~~21

~~PART~~(3) Such person was the subject of any ~~III~~order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

~~Item 10.~~(i) ~~Directors~~Acting as a futures commission merchant, ~~Executive~~introducing ~~Officers~~broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and ~~Corporate~~loan ~~Governance.~~association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~The following~~(ii) ~~table~~Engaging ~~sets~~in ~~forth~~any ~~the~~type ~~names and certain information regarding each~~ of ~~our~~business ~~directors~~practice; ~~and executive officers as of September 30, 2019:~~or

NAME	POSITION(S)	AGE
Ann Marie Sastry, Ph.D. (3)	President, Chief Executive Officer, Chairman of the Board	51
Rick DiBartolomeo	Chief Financial Officer	60
J. Michael Losh (1) (3)	Director	73
Edward H. Frank, Ph.D. (1) (2) (3)	Director	62
Richard Ogawa (2) (3)	Director	56
Anthony M. Barkett (1) (2) (3)	Director	53
Barbie Brewer (2) (3)	Director	43

(iii)

Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(14) ~~Member~~Such person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the ~~audit~~right ~~committee.~~of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;

(25) ~~Member~~Such person was found by a court of competent jurisdiction in a civil action or by the ~~compensation~~SEC ~~committee.~~to have violated any Federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;

(36) ~~The~~Such ~~entire~~person ~~board~~was found by a court of competent ~~directors~~jurisdiction ~~serves~~in asa civil action or by the ~~nominating~~Commodity Futures Trading Commission to have violated any federal commodities law, and ~~corporate~~the ~~governance~~judgment ~~committee.~~in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

~~Executive~~(7) Such person was the subject of, or ~~Officers~~a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~Ann Marie~~(i) ~~Sastry,~~Any ~~Ph.D.~~federal -or ~~Chief~~state ~~Executive~~securities ~~Officer~~or ~~and~~commodities ~~Chairman~~law ofor ~~the~~regulation; ~~board of directors~~or

~~Dr. Sastry~~(ii) ~~has~~Any ~~been~~law ~~the~~or ~~President,~~regulation ~~Chief~~respecting ~~Executive~~financial ~~Officer~~institutions ~~and~~or ~~Chairman~~insurance ofcompanies ~~Amesite~~including, ~~since~~but ~~the~~not ~~Merger~~limited ~~and President and Chief Executive Officer of Amesite OpCo since its incorporation in November 2017. From April 2008~~ to ~~October 2015~~, Dr. Sastry served as the President, Chief Executive Officer, member of the board of directors and co-founder of Sakti3, recognized as one of the Massachusetts Institute of Technology’s 50 Smartest Companies in 2015. Backed by a ~~global~~temporary ~~team~~or ofpermanent ~~venture capitalists Sakit3 was sold to Dyson Ltd. in 2015 for $90 million. Dr. Sastry was invited to the White House in 2015 to be recognized for her technology entrepreneurship~~injunction, ~~and~~ ~~meet~~order ~~with President Barack Obama. From October 2015 to November 2017, Dr. Sastry continued on with Dyson as head~~ of ~~the~~disgorgement ~~global solid~~or ~~state battery team~~restitution, ~~focusing~~civil onmoney ~~technology~~penalty ~~strategy~~or ~~and~~temporary ~~advancement,~~or ~~staff~~permanent cease-and-desist ~~organizational growth~~order, ~~and~~or ~~partnership~~removal ~~development. Her~~or ~~technology~~prohibition ~~and~~order; ~~business work have been featured in the WSJ, Fortune, Forbes, the Economist, USA Today, the New York Times and on the cover of Inc.~~or

~~Prior to starting her companies, Dr. Sastry was a professor of engineering at the University of Michigan. Dr. Sastry was named an Arthur F. Thurnau Professor~~ (~~UM’s highest teaching honor~~iii) inAny ~~2008.~~law ~~Tenured~~or ~~and~~regulation ~~promoted~~prohibiting ~~early,~~mail ~~Sastry~~or ~~was~~wire ~~recognized~~fraud ~~with~~or ~~some of~~fraud ~~the highest honors~~ in ~~her~~connection ~~scientific~~with ~~fields~~any over her 17 year academic career, including the ASME Frank Kreith Energy Award (2011) and NSF's Presidential Early Career Award for Scientists and Engineers (1997). She founded two academic research centers in intracellular signaling (Keck Foundation) and advanced automotive batteries (GM / Department of Energy), and a global graduate program in Energy Systems Engineering. She has co-authored over 100 publications and 100 patents and filings, and has delivered over 100 invited lectures and seminars globally on a range of scientific and technology topics, spanning mathematics, physics, bioscience and battery technology. Sastry is active in philanthropy and business ~~mentorship,~~entity; with a focus on education and poverty alleviation. She holds PhD and MS degrees from Cornell University, and a BS from the University of Delaware, all in mechanical engineering. We believe that Dr. Sastry’s experience working with successful companies and her experience in education qualifies her to serve on our board of directors. or

~~Rick~~(8) Such person was the subject of, or ~~DiBartolomeo~~a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory ~~Chief~~organization, ~~Financial~~any ~~Officer~~registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~Richard D.~~Board DiBartolomeo was appointed in November 2018 as the Company’s Chief Financial Officer. From January 1982 to October 2007, Mr. DiBartolomeo served as a Partner at Deloitte & Touche, LLP. From October 2007 to March 2010, Mr. DiBartolomeo served as Principal in Charge of Assurance and Advisory Services for the Southeastern Michigan offices of the The Rehmann Group. From April 2010 to June 2012, Mr. DiBartolomeo served as Executive Director for the Rick Snyder for Michigan Committee. From June 2012 to October 2014, Mr. DiBartolomeo served as Administrator-Defined Contributions, Trust & Agencies Division for the State of Michigan. From October 2014 to January 2016, Mr. DiBartolomeo served as Chief Financial Officer-Unemployment Insurance Agency of the State of Michigan. Since May 2016, Mr. DiBartolomeo has been providing part time CFO consulting services to small and mid-size companies. Mr. DiBartolomeo received his BBA in Accounting from Western Michigan University and a Masters in Finance from Walsh College. Composition

~~-24-~~All of our directors will hold office until their successors have been elected and qualified or appointed or the earlier of their death, resignation or removal. Executive officers are appointed and serve at the discretion of the Board of Directors.

~~Non-Employee~~We have a staggered board. Our directors are divided into three classes, designated as Class I, consisting of two directors, Class II, consisting of two directors, and Class III, consisting of two directors. Each class serves a term of 3 years. The terms of our director classes are as follows: (i) our two Class I directors were elected for a term expiring on the date of our 2021 annual stockholder meeting; (ii) our two Class II directors were elected for a term expiring on the date of our 2022 annual stockholder meeting; and (iii) our two Class III directors were elected for a term expiring on the date of our 2023 annual stockholder meeting. The division of our Board of Directors into three classes with staggered three year terms after the initial term may delay or prevent a change of our management or a change in control.

~~J. Michael Losh - Director~~22

~~Mr.~~The ~~Losh~~following ~~has~~table ~~served as~~sets aforth ~~member of Amesite OpCo’s board of directors since February 2018 and of~~ the ~~Company’s Board of Directors since~~names ~~the Merger. Mr. Losh served as the Chief Financial Officer at Cardinal Health from July 2004 to May 2005. Mr. Losh was with General Motors from 1964 to 2000. He served as the Chief Financial Officer~~ and ~~Executive~~classes ~~Vice President~~ of General Motors Corp., the world's largest vehicle manufacturer, from July 1994 to August 2000. He is the Chairman of the Board of Masco Corp. (NYSE: MAS) (2014-present), and Director at Aon PLC (NYSE: AON) (2003-present), HB Fuller Co (2001-present), Prologis, Inc. (NYSE: PLD) (2014-present) and Cardinal Health Inc. (NYSE: CAH) (1996 to 2009 and 2018 to present). Mr. Losh has served as a director of AMB Corp., Care Fusion Inc., Electronic Data Systems Corp., Delphi Automotive Systems Corp., Hughes Electronics, Quaker Oats Company, and TRW Automotive Inc. He served as Chairman of the boards of GMAC and Metaldyne Corp. Mr. Losh holds a B.S. in Mechanical Engineering from Kettering University and an M.B.A. from Harvard University. We believe that Mr. Losh’s public company experience qualifies him to serve on our ~~board of~~ directors. :

~~Dr. Edward~~Class HI directors Class II director Class III directors J. ~~Frank~~Michael Losh Ann Marie Sastry, Ph.D. -Anthony ~~Director~~M. Barkett Richard Ogawa Barbie Brewer Gilbert S. Omenn, M.D., Ph.D.

Dr. Edward H. Frank has served as a member of Amesite OpCo’s board of directors since April 2018 and of the Company’s Board of Directors since the Merger. Dr. Frank is presently co-founder and CEO of Brilliant Lime, Inc., a very early-stage technology development startup. Previously, he was co-founder and CEO of Cloud Parity Inc., a voice-of-the-customer startup in the San Francisco Bay Area, founded in late 2013. From 2009 through 2013, he was Vice President of Macintosh Hardware Systems Engineering at Apple, Inc. where he led the development of four generations of Macintosh laptop and desktop computers. Before joining Apple, he was Corporate Vice President of Research and Development at Broadcom, where he was responsible for Broadcom's overall engineering execution and played a key role in corporate business and IP strategy. Prior to becoming Corporate VP of Research and Development, Dr. Frank co-founded and led the engineering group for Broadcom's Wireless LAN business, which is now one of Broadcom's largest business Shares. Dr. Frank joined Broadcom in May 1999 following its acquisition of Epigram, Inc., where he was the founding CEO and Executive Vice President. From 1993 to 1996, he was a co-founder and Vice President of Engineering of NeTpower, Inc., a computer workstation manufacturer. From 1988 to 1993, Dr. Frank was a Distinguished Engineer at Sun Microsystems, Inc., where he co-architected several generations of Sun's SPARCstations and was a principal member of Sun's Green Project, which developed the precursor to the Java cross-platform web programming language. Dr. Frank holds over 50 issued patents. He presently serves on the boards of directors of Analog Devices (ADI), Cavium (CAVM), Quantenna (QTNA), and eASIC, and is an advisor to several Bay Area venture capital firms and startups. Dr. Frank holds BSEE and MSEE degrees from Stanford University. He received a Ph.D. in computer science from Carnegie Mellon University, where he was a Hertz Foundation Fellow. In 2018, he was elected to the National Academy of Engineering for his contributions to the development and commercialization of wireless systems. Dr. Frank has been a Trustee of Carnegie Mellon University since 2000 and is currently a Vice-Chairman of its Board of Trustees. Dr. Frank is also the Executive Director (pro bono) of Metallica’s All Within My Hands Foundation, and is the founder and vintner of Compass Vineyards, in Napa California, a boutique producer of 100% estate grown Cabernet Sauvignon. We believe that Dr. Frank’s public company experience qualifies him to serve on our board of directors.Independence

Our securities are not listed on a national securities exchange or on any inter-25dealer quotation system, which has a requirement that a majority of directors be independent. We evaluate independence by the standards for director independence set forth in the rules and regulations of the SEC and the rules of the Nasdaq Stock Market LLC (“Nasdaq”). Under such rules, our Board of Directors has determined that other than Dr. Sastry and Mr. Ogawa, the other members of our Board of Directors are independent directors. In making such independence determination, our Board of Directors considered the relationships that each non-employee director has with us and all other facts and circumstances. We expect to transition the composition and functioning of our Board of Directors and each of our committees to comply with all applicable requirements of the Nasdaq Capital Market and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers.

~~Richard Ogawa,~~Board ~~J.D. - Director~~Diversity

~~Mr. Ogawa~~Our ~~has~~nominating ~~served~~and ascorporate agovernance committee ~~member~~is ofresponsible ~~Amesite~~for ~~OpCo’s~~reviewing ~~board~~with ~~of directors since February 2018 and of~~ the ~~Company’s~~ Board of Directors, ~~since~~on ~~the~~an ~~Merger.~~annual ~~Mr. Richard T. Ogawa has been General Counsel at Inphi Corporation since 2013~~basis, ~~responsible~~ ~~for overseeing~~the ~~legal~~appropriate ~~matters as well as corporate~~characteristics, ~~intellectual property, and government affairs. Mr. Ogawa is a Registered United~~skills ~~States Patent Attorney~~ and aexperience ~~Member~~required offor the ~~California~~Board ~~State Bar with more than 25 years~~ of ~~experience~~Directors ~~specializing~~as ~~in technology companies. Prior to Inphi, he was~~ a ~~Partner~~whole ~~at Townsend~~ and ~~Townsend,~~its aindividual ~~law firm focused on intellectual property~~members. HeIn isevaluating the ~~founder and~~suitability ~~owner~~ of ~~Ogawa Professional Corporation, his own law firm, focusing on venture backed startup companies. He is General Counsel~~individual ~~for~~candidates ~~Soraa~~(both ~~Laser~~new ~~Diode,~~candidates ~~Inc., a venture funded company by Khosla Ventures,~~ and iscurrent ~~General Counsel for MCube~~members), ~~Inc. a venture funded company by Kleiner Perkins Caufield & Byers. He has also held a variety of engineering and management positions at NEC Electronics. He is a Charter Member of~~ the ~~Indus~~nominating ~~Entrepreneur Group (TIE)~~ and ~~had~~corporate ~~been~~governance acommittee, ~~member~~in ofrecommending ~~the boards of the Asian Law Alliance, American~~candidates ~~Intellectual~~for ~~Property Law Association~~election, and ~~others.~~the ~~Mr.~~Board ~~Ogawa also served as a Partner Member for Technology Group 2800~~ of ~~the United~~Directors, ~~States~~in ~~Patent~~approving (and, ~~Trademark Office. He received a B.S.~~ in ~~Chemical Engineering from~~ the ~~University~~case of ~~California~~vacancies, ~~Davis in~~appointing) ~~1984,~~such ~~and a J.D. from McGeorge School of Law~~candidates, ~~University~~will ~~of Pacific in 1991. We believe that Mr. Ogawa’s experience as~~consider anmany ~~attorney~~factors, ~~and~~including ~~his~~the ~~patent expertise qualifies him to serve on our board of directors.~~following:

~~Anthony M.~~● ~~Barkett~~diversity of personal and professional background, ~~J.D.~~perspective -and ~~Director~~experience;

~~Mr. Barkett~~● ~~has~~personal ~~served as a member of Amesite OpCo’s board of directors since February 2018~~ and ofprofessional the Company’s Board of Directors since the Merger. Mr. Barkett is a California- based real estate developer. He holds Bachelor of Arts degrees in Economics and Political Science from the University of California at Los Angelesintegrity, asethics ~~well as a Juris Doctor degree from the University of the Pacific McGeorge School of Law. Mr. Barkett practiced law from 1994-2003 specializing in land use, affordable housing~~ and ~~government~~ relations. He is currently the managing member of several LLC's which developed and now own and manage commercial real estate in CA, Arizona and Hawaii. He is the managing member of Oliveto, LLC which farms and manages olive and walnut orchards in Linden, CA. He is the CEO of Trinity Solar and managing member of Affordable Energy Partners, LLC which built and still owns and manages solar systems throughout CA. In 2013 he was appointed by Governor Jerry Brown to the California Citizens Compensation Commission, a State commission that sets compensation for the legislature. He is a board member and has been for 17 years of the Downtown Stockton Alliance which is a property owner based 501c 3 organized to promote and restore downtown Stockton, He is a political consultant for Stockton East Water District and has held this position for 20 years. In 2016, He was a co-founder of Ready to Work a 501 c3 corporation formed to help homeless and previously incarcerated men get paid work, job training and permanent housing. We believe that Mr. Barkett’s non-profit experience qualifies him to serve on our board of directors.values;

~~Barbie Brewer~~● experience in corporate management, operations or finance, such as serving as an officer or former officer of a publicly held company, and a general understanding of marketing, finance and other elements relevant to the success of a publicly-traded ~~Director~~company in today’s business environment;

~~Ms. Brewer~~● ~~has~~experience ~~served~~relevant asto ~~a member of~~ our ~~board~~industry of directors since July 2019. Ms. Brewer has been the Chief People Officer of Marqeta, Inc., the global standard for modern card issuing, since February 2019. From May 2017 to present, Ms. Brewer has also been the founder and ~~CEO~~with ofrelevant ~~TNT~~social ~~Consulting~~policy LLC, a consulting firm that advises early-stage growth companies. From September 2017 to February, 2019, Ms. Brewer was the Chief Culture Officer of GitLab Inc., an information technology and services company that uses open-source software to create a single application that covers the entire DevOps lifecycle. From 2011 through 2017, Ms. Brewer served as the Vice President of Human Resources at Netflix, where she led human resources for Netflix's product innovation, engineering/development, business development and digital supply chain organizations at Netflix, managing a team that supported over 1,500 employees. Prior thereto, from April 2008 to January 2011, Ms. Brewer worked as a Vice President of Human Resources at Sportvision, a leading provider in sports entertainment products and data solutions. From 2000 through 2007, Ms. Brewer worked at Cisco as the Human Resources Manager. She also has certifications in Situational Leadership and Project Management. Ms. Brewer received a bachelor’s degree in communications and business from Santa Clara University, where she graduated Magna Cum Laude. She also holds a master’s degree in Human Resource Management from George Washington University. We believe that Ms. Brewer’s management experience qualifies her to serve on our board of directors.concerns;

~~-26-~~● experience as a Board member or executive officer of another publicly held company;

~~Involvement~~ ● relevant academic expertise or other proficiency in ~~certain~~an ~~legal~~area ~~proceedings.~~of our operations;

~~None of~~● ~~the~~practical ~~following events has occurred during the past ten years~~ and ~~which~~mature ~~are~~business ~~material~~judgment, toincluding ~~an evaluation of the~~ ability orto ~~integrity of~~make ~~any~~independent ~~director~~analytical ~~or executive officer:~~inquiries;

~~(1) A~~● ~~petition~~promotion ~~under~~of ~~the federal bankruptcy laws or any state insolvency law was filed by or against, or~~ a ~~receiver,~~diversity ~~fiscal agent or similar officer was appointed by a court for the business or property~~ of ~~such person, or any partnership in which he was general partner at or within two years before the time of such filing, or any corporation or~~ business ~~association of which he was an executive officer at~~ or ~~within~~career ~~two~~experience ~~years~~relevant ~~before~~to ~~the~~our ~~time of such filing~~success; and

~~(2) Such~~● ~~person~~any ~~was~~other ~~convicted~~relevant inqualifications, aattributes ~~criminal proceeding~~ or ~~is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);~~skills.

~~(3) Such~~The ~~person~~independent ~~was~~members ~~the~~of ~~subject~~our Board of Directors ~~any~~perform ~~order,~~the ~~judgment,~~functions orof ~~decree,~~the ~~not~~nominating ~~subsequently~~and ~~reversed,~~governance ~~suspended~~committee orin ~~vacated,~~order ofto ~~any~~best ~~court~~maximize the success of the business ~~competent~~and ~~jurisdiction,~~represent ~~permanently~~stockholder orinterests ~~temporarily~~through ~~enjoining~~the ~~him~~exercise ~~from,~~of orsound ~~otherwise~~judgment ~~limiting,~~using ~~the~~its ~~following~~diversity ~~activities:~~of experience in these various areas.

(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;23

~~(ii)~~Board ~~Engaging in any type of business practice; or~~Committees

~~(iii)~~Our ~~Engaging~~Board inof ~~any~~Directors ~~activity~~has ~~in connection with~~ established the ~~purchase~~committees ordescribed ~~sale~~below ofand ~~any~~may ~~security~~establish orothers ~~commodity~~from ortime into ~~connection~~time. ~~with~~The ~~any~~charters ~~violation~~for each of ~~federal~~our orcommittees ~~state~~are ~~securities~~available on ~~laws~~our ~~or federal commodities laws;~~website.

~~(4) Such~~Audit person was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) above, or to be associated with persons engaged in any such activity;committee

~~(5)~~Our audit committee is comprised of Anthony ~~Such~~M. ~~person~~Barkett, ~~was~~Gilbert ~~found~~S. byOmenn, aM.D., ~~court~~Ph.D. and J. Michael Losh. Mr. Losh serves as the chairperson of ~~competent~~the ~~jurisdiction~~committee. inOur aBoard ~~civil~~of Directors ~~action~~has ordetermined bythat each member of the ~~SEC~~audit tocommittee ~~have~~is ~~violated~~“independent” ~~any~~for ~~Federal~~audit orcommittee ~~state~~purposes as that ~~securities~~term ~~law,~~is defined in the applicable rules of the SEC and the ~~judgment~~Nasdaq inCapital ~~such~~Market. ~~civil~~Mr. ~~action~~Losh orqualifies ~~finding~~as byan “audit committee financial expert,” as defined under the ~~SEC~~applicable ~~has~~rules ~~not~~of ~~been~~the ~~subsequently~~SEC. ~~reversed,~~The ~~suspended,~~audit ~~or vacated;~~committee’s responsibilities include:

~~(6) Such~~● ~~person~~appointing, ~~was~~approving ~~found~~the bycompensation ~~a court~~ of ~~competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law,~~ and ~~the~~assessing ~~judgment in such civil action or finding by~~ the ~~Commodity~~independence ~~Futures~~of ~~Trading~~our ~~Commission has~~independent ~~not~~registered ~~been~~public ~~subsequently~~accounting ~~reversed, suspended or vacated~~firm;

~~(7) Such~~● ~~person~~pre-approving ~~was~~auditing ~~the~~and ~~subject~~permissible ~~of,~~non-audit ~~or a party to~~services, ~~any~~and ~~federal~~the orterms ~~state~~of ~~judicial~~such ~~or administrative order~~services, ~~judgment,~~to ~~decree,~~be orprovided ~~finding, not~~by ~~subsequently~~our ~~reversed,~~independent ~~suspended~~registered orpublic ~~vacated,~~accounting ~~relating to an alleged violation of:~~firm;

~~(i)~~● ~~Any~~reviewing ~~federal~~annually ora ~~state~~report ~~securities~~by orthe ~~commodities~~independent ~~law~~registered orpublic ~~regulation;~~accounting orfirm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;

~~(ii)~~● ~~Any~~reviewing ~~law~~and ordiscussing ~~regulation~~with ~~respecting~~management ~~financial~~and ~~institutions~~the orindependent ~~insurance~~registered ~~companies~~public ~~including,~~accounting ~~but~~firm ~~not~~our ~~limited~~annual ~~to,~~and aquarterly ~~temporary~~financial orstatements ~~permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-~~and~~-desist~~ ~~order,~~related ~~or removal or prohibition order~~disclosures; or

~~(iii)~~● ~~Any~~oversight ~~law~~and orreview ~~regulation~~of ~~prohibiting~~the ~~mail~~adequacy orof ~~wire~~our ~~fraud~~internal orcontrol ~~fraud~~over infinancial ~~connection~~reporting with ~~any~~both ~~business~~management ~~entity;~~and orthe independent registered public accounting firm;

~~(8) Such~~● ~~person~~oversight ~~was~~of the ~~subject~~creation of, orpolicies aand ~~party~~procedures ~~to,~~for ~~any~~the ~~sanction~~receipt orand ~~order,~~retention ~~not subsequently reversed, suspended or vacated,~~ of ~~any self-regulatory~~accounting ~~organization,~~related ~~any~~complaints ~~registered~~and ~~entity~~concerns, orincluding ~~any~~a ~~equivalent exchange~~confidential, ~~association,~~anonymous ~~entity~~mechanism orfor ~~organization~~the ~~that~~submission ~~has disciplinary~~of ~~authority~~concerns ~~over~~by ~~its members or persons associated with a member.~~employees;

~~Board Composition~~● periodically reviewing legal compliance matters, including any securities trading policies, periodically reviewing significant accounting and other financial risks or exposures to our Company and reviewing and, if appropriate, approving all transactions between our company and any related party (as described in Item 404 of Regulation S-K promulgated under the Exchange Act); and

~~All of~~● ~~our~~preparing ~~directors will hold office until their successors have been elected and qualified or appointed or~~ the ~~earlier~~audit ofcommittee ~~their death,~~report ~~resignation~~required orby ~~removal.~~SEC ~~Executive~~rules ~~officers~~to ~~are~~be ~~appointed~~included ~~and~~in ~~serve~~our atannual ~~the~~proxy ~~discretion of the board of directors~~statement.

~~-27-~~The audit committee has the power to investigate any matter brought to its attention within the scope of its duties and has the authority to retain counsel and advisors to fulfill its responsibilities and duties.

~~We have~~Compensation a staggered board. Our directors are divided into three classes, designated as Class I, consisting of two directors, Class II, consisting of one director, and Class III, consisting of two directors, with no more than one class eligible for re-election at any annual stockholder meeting. Our two Class I directors were elected for a term expiring on the date of our 2021 annual stockholder meeting. Our Class II director was elected for a term expiring on the date of our 2019 annual stockholder meeting. Our two Class III directors were elected for a term expiring on the date of our 2020 annual stockholder meeting. The division of our board of directors into three classes with staggered three year terms after the initial term may delay or prevent a change of our management or a change in control.committee

~~The~~Our compensation committee is comprised ~~following~~of ~~table~~Barbie ~~sets~~Brewer, ~~forth~~Anthony M. Barkett, and Gilbert S. Omenn, M.D., Ph.D. Ms. Brewer serves as the ~~names~~chairperson of the committee. Our Board of Directors has determined that each member of the compensation committee is an independent director for compensation committee purposes as that term is defined in the applicable rules of the Nasdaq Capital Market and ~~classes~~is a “non-employee director” within the meaning of ~~our~~Rule ~~directors~~16b-3(b)(3) promulgated under the Exchange Act. The compensation committee’s responsibilities include, among other things:

~~Class~~● Ireviewing ~~directors~~and ~~Class~~approving IIcorporate ~~director~~goals ~~Class~~and ~~III~~objectives ~~directors~~relevant J.to ~~Michael~~the ~~Losh~~compensation ~~Ann~~of ~~Marie~~the ~~Sastry~~chief ~~Anthony~~executive ~~Barkett Richard Ogawa Barbie Brewer Dr. Edward H. Frank~~officer;

~~Director Independence~~● evaluating the performance of our chief executive officer in light of such corporate goals and objectives and approving the compensation of the chief executive officer;

~~Our~~● ~~securities~~reviewing are not listed on a national securities exchange or on any inter-dealer quotation system, which has a requirement that a majority of directors be independent. We evaluate independence by the standards for director independence set forth in the rules and ~~regulations of~~approving the ~~SEC~~compensation ~~and the Nasdaq Stock Market LLC. Under such rules, our board~~ of ~~directors has determined that other than Dr. Sastry and Mr. Ogawa, the other members of~~ our ~~board of directors are independent directors. In making such independence determination, our board of directors considered the relationships that each non-employee director has with us and all~~ other facts and circumstances that our board of directors deemed relevant in determining their independence, including the beneficial ownership of our capital stock by each non-employee director. In considering the independence of the directors, our board of directors considered the association of our directors with the holders of more than 5% of our Common Stock. We expect to transition the composition and functioning of our board of directors and each of our committees to comply with all applicable requirements of the NASDAQ Stock Market and the rules and regulations of the SEC. There are no family relationships among any of our directors or executive officers.;

~~Board Diversity~~24

~~Our nominating~~● ~~and corporate governance committee will be responsible for~~ reviewing ~~with~~ the ~~board of directors~~compensation, ~~on an annual basis~~welfare, ~~the~~ ~~appropriate~~benefit ~~characteristics, skills~~ and ~~experience~~pension ~~required~~plans ~~for the board of directors as a whole~~ and ~~its~~similar individual members. In evaluating the suitability of individual candidates (both new candidates and current members), the nominating and corporate governance committee, in recommending candidates for election, and the board of directors, in approving (and, in the case of vacancies, appointing) such candidates, will consider many factors, including the following:plans;

● ~~diversity~~reviewing ofand ~~personal~~making ~~and~~recommendations ~~professional~~to ~~background,~~the ~~perspective~~Board ~~and~~of ~~experience~~Directors with respect to director compensation; and

● ~~personal~~preparing ~~and~~for ~~professional~~inclusion ~~integrity~~in the proxy statement the report, ~~ethics~~if ~~and~~any, ~~values;~~of the compensation committee required by the SEC.

●The ~~experience~~compensation incommittee ~~corporate~~has ~~management,~~the ~~operations~~power to orinvestigate ~~finance,~~any ~~such~~matter asbrought ~~serving~~to asits anattention ~~officer~~within orthe ~~former~~scope ~~officer~~ of aits ~~publicly~~duties ~~held company,~~ and ahas ~~general~~the ~~understanding~~authority ofto ~~marketing,~~retain ~~finance~~counsel and ~~other elements relevant~~ advisors to ~~the~~fulfill ~~success~~its ofresponsibilities aand ~~publicly-traded company in today’s business environment;~~duties.

●Nominating ~~experience relevant to our industry~~ and ~~with~~corporate ~~relevant social policy concerns;~~governance committee

●We ~~experience~~do asnot have a ~~board~~designated ~~member~~nominating and orcorporate ~~executive~~governance ~~officer~~committee. ofOur ~~another~~independent ~~publicly~~directors, ~~held~~acting ~~company;~~as a group, are responsible for:

● ~~relevant~~developing ~~academic~~criteria ~~expertise~~for ormembership ~~other~~on ~~proficiency~~the inBoard ~~an area~~ of ~~our~~Directors ~~operations~~and committees;

● ~~practical~~identifying ~~and~~individuals ~~mature~~qualified ~~business~~to ~~judgment,~~become ~~including~~members ~~ability~~of tothe ~~make~~Board ~~independent~~of ~~analytical inquiries~~Directors;

● ~~promotion~~recommending ofpersons ato ~~diversity~~be ofnominated ~~business~~for orelection ~~career~~as ~~experience~~directors ~~relevant~~and to ~~our~~each ~~success;~~committee ~~and~~of the Board of Directors;

● ~~any~~annually ~~other~~reviewing ~~relevant~~our ~~qualifications,~~corporate ~~attributes~~governance orguidelines; ~~skills.~~and

~~Currently, our~~● ~~board~~monitoring ofand ~~directors~~evaluating ~~evaluates each individual in~~ the ~~context~~performance of the ~~board~~Board of ~~directors~~Directors asand aleading ~~whole, with~~ the ~~objective~~Board ofin ~~assembling a~~an ~~group~~annual ~~that~~self-assessment ~~can best maximize the success~~ of ~~the~~its ~~business~~practices and ~~represent stockholder interests through the exercise of sound judgment using its diversity of experience in these various areas~~effectiveness.

~~-28-~~Risk Assessment and Compensation Practices

~~Board~~Our management assessed and discussed with ~~Committees~~our compensation committee our compensation policies and practices for our employees as they relate to our risk management and, based upon this assessment, we believe that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us in the future.

Our employees’ base salaries are ~~board~~fixed in amount and thus we do not believe that they encourage excessive risk taking. While performance-based cash bonuses focus on achievement of ~~directors~~short-term ~~has~~or ~~established~~annual goals, which may encourage the ~~committees~~taking ~~described~~of ~~below~~short-term or annual risks at the expense of long-term results, we believe that our compensation policies help mitigate this risk and ~~may~~our ~~establish~~performance-based ~~others~~cash ~~from~~bonuses ~~time~~are limited, representing a small portion of the total compensation opportunities available to ~~time~~most employees. ~~The~~We ~~charters~~also ~~for each~~believe ofthat our ~~committees~~performance-based cash ~~are~~bonuses ~~available~~appropriately balance risk and the desire to focus our employees on specific short-term goals important to our ~~website~~success and do not encourage unnecessary or excessive risk taking.

~~Audit~~A significant proportion of the compensation ~~committee~~provided to our employees is in the form of long-term equity-based incentives that we believe are important to help further align our employees’ interests with those of our stockholders. We do not believe that these equity-based incentives encourage unnecessary or excessive risk taking because their ultimate value is tied to our stock price.

~~Our audit~~Code ~~committee is comprised~~ of ~~Anthony~~Business M.Conduct ~~Barkett, Dr. Edward H. Frank~~ and J. Michael Losh. Mr. Losh serves as the chairperson of the committee. Our board of directors has determined that each member of the audit committee is “independent” for audit committee purposes as that term is defined in the applicable rules of the SEC and The NASDAQ Capital Market. Mr. Losh qualifies as an “audit committee financial expert,” as defined under the applicable rules of the SEC. The audit committee’s responsibilities include:Ethics

●We ~~appointing~~have adopted a code of business conduct and ethics that applies to all of our employees, ~~approving~~officers and directors, including those officers responsible for financial reporting. Following the ~~compensation~~closing of ~~and~~the ~~assessing~~Reorganization, the ~~independence~~code of business conduct and ethics will be available on our ~~independent~~website ~~registered~~at ~~public~~www.amesite.com. We ~~accounting~~expect ~~firm;~~that any amendments to the code, or any waivers of its requirements, will be disclosed on our website.

~~● pre-approving auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;~~25

●Item ~~reviewing~~11. ~~annually~~Executive ~~a report by the independent registered public accounting firm regarding the independent registered public accounting firm’s internal quality control procedures and various issues relating thereto;~~Compensation

●The ~~reviewing~~following ~~and~~is ~~discussing~~a ~~with~~discussion ~~management~~of ~~and~~compensation arrangements of our named executive officers (the ~~independent~~“Named ~~registered~~Executive ~~public~~Officers”). ~~accounting~~As ~~firm~~an ~~our~~“emerging ~~annual~~growth ~~and~~company” as ~~quarterly~~defined ~~financial~~in ~~statements~~the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), we are not required to include a Compensation Discussion and ~~related~~Analysis ~~disclosures;~~section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies.

●Our ~~oversight~~Named ~~and~~Executive ~~review~~Officers offor the ~~adequacy~~years ended ofJune ~~our~~30, ~~internal~~2020 ~~control~~and ~~over~~2019 ~~financial~~include ~~reporting~~our ~~with~~principal ~~both~~executive ~~management~~officer and the ~~independent~~next ~~registered~~most ~~public~~highly ~~accounting~~compensated ~~firm;~~executive officers during the years ended June 30, 2020 and 2019.

●Summary ~~oversight~~Compensation of the creation of policies and procedures for the receipt and retention of accounting related complaints and concerns, including a confidential, anonymous mechanism for the submission of concerns by employees;Table

●The ~~periodically~~following ~~reviewing~~table ~~legal~~summarizes ~~compliance~~the ~~matters,~~compensation of ~~including~~Amesite ~~any~~Parent’s ~~securities~~named ~~trading~~executive ~~policies,~~officers ~~periodically~~during ~~reviewing~~the ~~significant~~years ~~accounting~~ended ~~and~~June ~~other financial risks or exposures to our Company and reviewing and~~30, if2020 ~~appropriate, approving all transactions between our company~~ and ~~any related party (as described in Item 404 of Regulation S-K promulgated under the Exchange Act); and~~2019.

● preparing the audit committee report required by SEC rules to be included in our annual proxy statement.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)⁽¹⁾	Option Awards ($)		All Other Compensation ($)	Total ($)
Ann Marie Sastry	2020	$	350,000				$	1,050,000		$	1,400,000
Chief Executive Officer	2019	$	350,000	$	200,000					$	550,000

~~The~~(1) Amounts shown in this column do not ~~audit~~reflect ~~committee~~dollar ~~has~~amounts actually received by Dr. Sastry. Instead, these amounts represent the ~~power~~aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. Represents a grant of 525,000 options to ~~investigate~~purchase ~~any~~common stock ~~matter~~made ~~brought~~to Dr. Sastry pursuant to ~~its~~Dr. ~~attention~~Sastry’s ~~within~~Executive ~~the~~Agreement, ~~scope~~dated June 1, 2020. These options have an exercise price of ~~its~~$2.00 ~~duties~~per share and ~~has~~vest annually in equal amounts over a period of two (2) years, with 50% shares vesting on the ~~authority~~one-year toanniversary ~~retain~~of ~~counsel~~the date of grant and ~~advisors~~the toremaining ~~fulfill~~50% ~~its~~shares ~~responsibilities~~vesting ~~and~~on ~~duties~~the two-year anniversary of the date of grant.

~~-29-~~Employment Agreements

~~Compensation~~We generally execute an offer of employment ~~committee~~or employment agreement before an executive joins the company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, bonus target and any equity awards. Base salaries for our named executive officers other than our Chief Executive Officer will typically be reviewed annually in connection with their performance reviews.

~~Our compensation~~Ann ~~committee~~Marie ~~is comprised of Barbie Brewer~~Sastry, ~~Anthony~~Chief M.Executive Barkett, and Dr. Edward H. Frank. Ms. Brewer serves as the chairperson of the committee. Our board of directors has determined that each member of the compensation committee is an independent director for compensation committee purposes as that term is defined in the applicable rules of the NASDAQ Capital Market and is a “non-employee director” within the meaning of Rule 16b-3(b)(3) promulgated under the Exchange Act. The compensation committee’s responsibilities include, among other things:Officer

●On ~~reviewing~~April ~~and~~27, ~~approving~~2018 ~~corporate~~we ~~goals~~entered ~~and~~into ~~objectives~~an ~~relevant~~Executive Employment Agreement with Dr. Sastry (the “Sastry Employment Agreement”). Pursuant to the ~~compensation~~terms of the ~~chief~~Sastry ~~executive~~Employment Agreement, ~~officer;~~Dr. Sastry is entitled to a $350,000 base salary to be paid in accordance with our regularly established payroll practice. Additionally, Dr. Sastry received a bonus of $200,000 for the year ended June 30, 2019 based upon achievement of certain performance milestones (with determination of achievement of such milestones approved by the Compensation Committee of our Board). Dr. Sastry is also eligible to receive other customary benefits, including paid time off, health insurance, and other benefits. Dr. Sastry’s base salary is reviewed periodically by our Board and adjustments may be made upon the recommendations of the Compensation Committee.

●Except ~~evaluating~~in situations where the ~~performance~~employment of Dr. Sastry is terminated for “Cause” (as that term is defined in the Sastry Employment Agreement) or by death, in the event that the we terminate Dr. Sastry’s employment at any time, Dr. Sastry will receive (i) an amount equal to twelve (12) months of ~~our~~the ~~chief~~her ~~executive~~then-current ~~officer~~base salary, payable in ~~light~~the form of salary continuation (“Severance” and such ~~corporate~~period, the ~~goals~~“Severance Period”) and ~~objectives~~(ii) if Dr. Sastry timely elects COBRA continuation coverage, the Company will pay the cost of continuation coverage for Dr. Sastry and ~~approving~~her eligible family members under the ~~compensation~~our group health plan until the earlier of (a) the ~~chief~~end ~~executive~~of ~~officer;~~the Severance Period, and (b) the date Dr. Sastry becomes covered under another employer’s group health plan. Dr. Sastry’s eligibility for Severance is conditioned on Dr. Sastry having first signed a release agreement with us. Executive shall not be entitled to any Severance if Dr. Sastry’s employment is terminated for Cause or by death or if Dr. Sastry’s employment is terminated by Dr. Sastry without Good Reason (as defined in the Sastry Employment Agreement).

~~● reviewing and approving the compensation of our other executive officers;~~26

●We ~~reviewing~~entered into an Executive Agreement, effective June 1, 2020, with Dr. Sastry regarding her continued service as our Chief Executive Officer (the ~~compensation~~“May 2020 Sastry Agreement”). This agreement replaces and supersedes the Sastry Employment Agreement. Pursuant to the terms of the May 2020 Sastry Employment Agreement, ~~welfare~~Dr. Sastry is entitled to a $350,000 ~~benefit~~base salary (the “Base Salary”) to be paid in accordance with our regularly established payroll practice, and ~~pension~~subject ~~plans~~to increase to $550,000 per year upon completion of this offering. Additionally, Dr. Sastry received 525,000 options to purchase our common stock, and ~~similar~~is ~~plans;~~entitled to receive additional grants of options each successive year she serves as Chief Executive Officer based on her Base Salary. Dr. Sastry is also eligible to earn an annual bonus of up to $300,000, based on the achievement of certain performance-based milestones for each fiscal year mutually agreed upon by our Board of Directors and/or our Compensation Committee and Dr. Sastry.

●Rick ~~reviewing~~DiBartolomeo, ~~and~~Chief ~~making~~Financial ~~recommendations to the board of directors with respect to director compensation; and~~Officer

●In ~~preparing~~connection with the appointment of Mr. DiBartolomeo as Chief Financial Officer, we and Mr. DiBartolomeo entered into a Consulting Agreement, effective November 12, 2018 (the “Consulting Agreement”), pursuant to which Mr. DiBartolomeo will receive a flat rate of $5,000 per month for ~~inclusion~~his services. inOn April 20, 2020, the ~~proxy~~Compensation ~~statement~~Committee of our Board of Directors increased Mr. DiBartolomeo’s compensation to $7,500 per month. Under the ~~report~~terms of the Consulting Agreement, ifthe ~~any~~Company will engage Mr. DiBartolomeo as an independent contractor to perform certain services, ofincluding but not limited to, serving as the ~~compensation~~Company’s ~~committee~~Chief ~~required~~Financial Officer and performing services normally provided by a chief financial officer. The engagement of Mr. DiBartolomeo pursuant to the ~~SEC~~Consulting Agreement will continue until the earlier of (i) the final completion of his Services (as such term is defined in the Consulting Agreement), or (ii) the termination of the Consulting Agreement as provided in the Consulting Agreement. Each party to the Consulting Agreement may terminate such agreement upon providing 21 days’ prior written notice of such termination to the other party. In addition, the Company may terminate the Consulting Agreement immediately and without prior notice under certain circumstances.

~~The~~On July 14, 2020, the Company entered into ~~compensation~~an ~~committee~~Employment ~~has~~Agreement with Mr. DiBartolomeo (the ~~power~~“July to2020 ~~investigate~~DiBartolomeo ~~any~~Agreement”), ~~matter~~which ~~brought~~supersedes tothe ~~its~~Consulting Agreement ~~attention~~with ~~within~~Mr. DiBartolomeo described above. Pursuant to the ~~scope~~terms of ~~its~~the ~~duties~~July ~~and~~2020 ~~has~~DiBartolomeo Employment Agreement, Mr. DiBartolomeo is entitled to a $175,000 base salary (the ~~authority~~“Base Salary”) to ~~retain~~be ~~counsel~~paid ~~and~~in ~~advisors~~accordance with our regularly established payroll practice. Additionally, Mr. DiBartolomeo received 50,000 options to ~~fulfill~~purchase ~~its~~our ~~responsibilities~~common stock. Mr. DiBartolomeo is also eligible to receive performance-based and ~~duties~~other bonuses, as awarded in the sole discretion of our Board of Directors.

~~Nominating and~~Outstanding ~~corporate~~Equity ~~governance~~Awards ~~committee~~at 2020 Fiscal Year-End

~~We do~~The ~~not~~following ~~have~~table apresents ~~designated~~information concerning ~~nominating~~unexercised options and ~~corporate~~unvested ~~governance~~restricted ~~committee.~~stock ~~The~~awards ~~entire~~for ~~board~~our ofNamed ~~directors~~Executive isOfficers ~~responsible~~outstanding ~~for:~~as of June 30, 2020.

● developing criteria for membership on the board of directors and committees;

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
(Exercisable)

Number of
Securities
Underlying
Unexercised
Options (#)
(Unexercisable)

Equity
Incentive
Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price
($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
(#)

Equity
Incentive
Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
($)

Ann Marie Sastry, Ph.D.

Chief Executive Officer

525,000

2.00

5/22/30

~~● identifying individuals qualified to become members of the board of directors;~~27

●Director ~~recommending persons to be nominated for election as directors and to each committee of the board of directors;~~Compensation

●The ~~annually~~following ~~reviewing~~table sets forth summary information concerning the total compensation paid to our ~~corporate~~non-employee directors ~~governance~~in ~~guidelines;~~the ~~and~~fiscal year ended June 30, 2020 for services to our company.

● monitoring and evaluating the performance of the board of directors and leading the board in an annual self-assessment of its practices and effectiveness.

Name	Fees Earned or Paid in Cash ($)		Option Awards ($)⁽¹⁾		Option Awards ($)	Total ($)
Anthony Barkett		-	$	226,950		$	226,950
Barbie Brewer		-	$	200,250		$	200,250
Richard Ogawa		-	$	200,250		$	200,250
Michael J. Losh		-	$	267,000		$	267,000
Gilbert S. Omenn, M.D., Ph.D.		-	$	160,600		$	160,200

~~Risk Assessment~~(1) ~~and~~Amounts ~~Compensation~~shown ~~Practices~~in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718.

~~Our management~~Equity ~~assessed~~Incentive and discussed with our compensation committee our compensation policies and practices for our employees as they relate to our risk management and, based upon this assessment, we believe that any risks arising from such policies and practices are not reasonably likely to have a material adverse effect on us in the future.Plans

~~Our employees’~~The ~~base~~following ~~salaries~~summary ~~are~~provides ~~fixed~~more indetailed information ~~amount~~concerning ~~and~~our ~~thus~~equity wecompensation ~~do not believe that they encourage excessive risk taking~~plan. ~~While performance-based~~This ~~cash~~summary ~~bonuses~~is ~~focus~~qualified onin ~~achievement~~its ofentirety ~~short-term~~by ~~or annual goals, which may encourage~~ the ~~taking~~full text of ~~short-term or annual risks at~~ the ~~expense of long-term results, we believe that our~~ compensation plan ~~policies help mitigate this risk~~ and ~~our performance-based~~related ~~cash~~form ~~bonuses~~of ~~are~~award ~~limited~~agreement, ~~representing~~each ~~a small portion~~ of ~~the~~which ~~total~~has ~~compensation~~been ~~opportunities~~filed ~~available~~as ~~to most~~an ~~employees.~~exhibit ~~We also believe that our performance-based cash bonuses appropriately balance risk and the desire~~ to ~~focus~~this ~~our employees~~Annual Report on ~~specific~~Form ~~short~~10-~~term goals important to our success and do not encourage unnecessary or excessive risk taking~~K.

~~A significant~~2018 ~~proportion~~Equity ofIncentive the compensation provided to our employees is in the form of long-term equity-based incentives that we believe are important to help further align our employees’ interests with those of our stockholders. We do not believe that these equity-based incentives encourage unnecessary or excessive risk taking because their ultimate value is tied to our stock price.Plan

On April 26, 2018, our Board of Directors adopted, and our stockholders approved, the Amesite Inc. 2018 Equity Incentive Plan, or the 2018 Plan. The 2018 Plan is intended to align the interests stockholders and the recipients of awards under the 2018 Plan, and to advance our interests by attracting and retaining directors, officers, employees and other service providers and motivating them to act in our long-~~30-~~term best interests. The material terms of the 2018 Plan are as follows:

~~Code~~Plan term. The 2018 Plan became ofeffective ~~Business~~on ~~Conduct~~July 23, 2018 and ~~Ethics~~terminates on the tenth anniversary of its effective date, unless terminated earlier by our Board of Directors.

~~We have~~Eligible ~~adopted~~participants. aAll ~~code~~officers, directors, ofemployees, ~~business~~consultants, ~~conduct~~agents and ~~ethics~~independent ~~that~~contractors, ~~applies~~and topersons ~~all~~expected ofto ~~our~~become ~~employees~~officers, ~~officers and~~ directors, ~~including those~~employees, ~~officers~~consultants, ~~responsible~~agents ~~for~~and ~~financial~~independent ~~reporting.~~contractors ~~Following~~or ~~the~~any ~~closing~~ of ~~the~~our ~~Merger,~~subsidiaries ~~the~~are ~~code~~eligible ofto ~~business~~receive ~~conduct~~awards ~~and~~under ~~ethics~~the ~~will be~~2018 ~~available on our website at www~~Plan.~~amesite.com.~~ The WeCompensation ~~expect~~Committee ~~that~~of ~~any~~our ~~amendments~~Board ~~to the code, or any waivers~~ of ~~its~~Directors ~~requirements, will~~determines bethe ~~disclosed~~participants onunder ~~our~~the ~~website~~2018 Plan.

~~Limitation of Liability and Indemnification~~28

~~Our~~Shares authorized. 2,529,000 shares ~~amended~~of common stock were initially available for awards granted under the 2018 Plan, inclusive of 1,288,195 shares subject to options originally granted under the 2017 Plan and ~~restated~~assumed ~~certificate~~in connection with the Merger, subject to adjustment for stock splits and other similar changes in capitalization. The number of ~~incorporation~~available shares will ~~provide~~be reduced by the aggregate number of shares that become subject to outstanding awards granted under the ~~fullest~~2018 ~~extent~~Plan. ~~permitted~~As byof the ~~General~~first ~~Corporation~~day of each calendar year beginning on or after January ~~Law~~1, a2021, ~~director~~the ~~shall~~number ~~not~~of beshares ~~personally~~available ~~liable~~for all awards under the 2018 Plan, other than incentive stock options, will automatically increase by a number equal to usthe orleast ~~our~~of ~~stockholders~~(i) ~~for~~five ~~monetary~~percent ~~damages~~(5%) ~~for~~of ~~breach~~the number of ~~fiduciary~~shares ~~duty~~of ~~as a~~the ~~director.~~Company’s ~~Our~~common ~~amended~~stock that are issued and ~~restated~~outstanding ~~bylaws~~as ~~provide~~of that wedate, ~~shall~~or ~~indemnify~~(ii) ~~and~~a ~~hold~~lesser ~~harmless~~number ~~our~~of ~~directors~~shares ~~and~~of ~~officers~~the toCompany’s ~~the fullest~~common ~~extent~~stock ~~permitted~~as determined by ~~applicable~~the ~~law,~~Compensation ~~except~~Committee. To the extent that weshares ~~will~~of ~~not~~common bestock ~~required~~subject to ~~indemnify~~an outstanding award granted under the 2018 Plan are not issued or ~~hold~~delivered ~~harmless~~by ~~any~~reason ~~director~~of the expiration, termination, cancellation or forfeiture of such award or by reason ~~officer~~of the settlement of an award in ~~connection~~cash, ~~with~~then ~~any~~those ~~proceeding~~shares ~~initiated~~of bycommon ~~such~~stock ~~person~~will ~~unless~~again be available under the ~~proceeding~~2018 ~~was~~Plan. ~~authorized~~In addition, any shares covered by ~~our~~an ~~board~~award that have been surrendered in connection with the payment of ~~directors.~~the award exercise or purchase price ~~Under~~or ~~our~~in ~~amended~~satisfaction ~~and~~of ~~restated~~tax ~~bylaws~~withholding obligations incident to the grant, ~~such~~exercise, ~~rights~~vesting ~~shall~~or ~~not~~settlement of an award will be ~~exclusive~~deemed not to have been issued for purposes of ~~any~~determining ~~other~~the ~~rights~~maximum ~~acquired~~number byof ~~directors~~shares ~~and~~of ~~officers~~common stock which may be issued pursuant to all awards under the 2018 Plan. Effective August 4, 2020, upon approval of our stockholders, the total number of shares of common ~~including~~stock byissuable ~~agreement~~under the 2018 Plan was increased to 4,600,000 shares.

~~Our amended~~Award ~~and~~types. ~~restated~~Awards ~~bylaws~~include ~~provide~~non-qualified and ~~that~~incentive westock ~~will~~options, ~~pay~~stock ~~expenses~~appreciation torights, ~~any~~bonus ~~director or officer prior to the final disposition of the proceeding~~shares, ~~provided,~~restricted ~~however~~stock, ~~that~~restricted ~~such~~stock ~~advancements~~units, ~~shall~~performance ~~be made only upon receipt of an undertaking by such director or officer~~units ~~to repay all amounts advanced if it should be ultimately determined that such director or officer is not entitled to indemnification under the amended~~ and ~~restated~~cash-based ~~bylaws of or otherwise~~awards.

~~In addition~~Administration. toOur ~~the indemnification obligations required by our amended and restated certificate of incorporation and amended and~~Compensation ~~restated~~Committee ~~bylaws,~~administers wethe ~~have~~2018 ~~entered into indemnification agreements with each of our directors and officers~~Plan. ~~These~~The ~~agreements~~Compensation ~~provide for~~Committee’s ~~the~~interpretation, ~~indemnification~~construction ~~of our directors~~ and ~~executive~~administration ~~officers for all reasonable expenses and liabilities incurred in connection with any action or proceeding brought or threatened to be brought against them by reason~~ of the ~~fact that they are or were our~~ ~~agents.~~2018 WePlan ~~believe that these amended~~ and ~~restated~~all ~~certificate~~ of ~~incorporation~~its ~~provisions,~~determinations ~~amended~~thereunder ~~and~~is ~~restated~~conclusive ~~bylaw provisions~~ and ~~indemnification~~binding ~~agreements~~on ~~are~~all ~~necessary to attract and retain qualified~~ persons ~~as directors and officers~~.

~~As a~~The ~~condition~~Compensation Committee has the authority to determine the ~~Merger,~~participants wein ~~also~~the ~~entered~~2018 ~~into~~Plan, athe ~~Pre-Merger~~form, ~~Indemnity~~amount ~~Agreement~~and ~~with~~timing ~~our~~of ~~former~~any ~~officers~~awards, ~~and~~the ~~directors~~performance goals, ~~pursuant~~if any, and all toother ~~which~~terms weand ~~agreed~~conditions pertaining to ~~indemnify~~any award. The Compensation Committee may take any action such ~~former~~that ~~officers~~(i) any outstanding options and ~~directors~~stock ~~for~~appreciation ~~actions~~rights ~~taken~~become byexercisable ~~them~~in part or in ~~their~~full, ~~official~~(ii) ~~capacities~~all ~~relating~~or any portion of a restriction period on any restricted stock or restricted stock units will lapse, (iii) all or a portion of any performance period applicable to ~~the~~any ~~consideration~~performance-based award will lapse, ~~approval~~and (iv) any performance measures applicable to any outstanding award will be deemed satisfied at the target level or any other level. Subject to the terms of the 2018 Plan relating to grants to our executive officers and ~~consummation~~directors, the Compensation Committee may delegate some or all of its powers and authority to the ~~Merger~~Chief Executive Officer and ~~certain~~President ~~related~~or ~~transactions~~other executive officer as the Compensation Committee deems appropriate.

~~We expect~~Stock tooptions ~~obtain~~and ~~general~~stock ~~liability~~appreciation rights. ~~insurance~~The ~~that~~2018 ~~covers~~Plan ~~certain~~provides ~~liabilities~~for the grant of ~~our~~stock ~~directors~~options and ~~officers~~stock ~~arising~~appreciation ~~out~~rights. ofStock ~~claims~~options may be either tax-qualified ~~based~~incentive onstock ~~acts~~options or ~~omissions~~non-qualified instock ~~their~~options. ~~capacities~~The asCompensation ~~directors~~Committee orwill ~~officers,~~determine ~~including~~the ~~liabilities~~terms ~~under~~and conditions to the exercisability ~~Securities~~of ~~Act~~each option and stock appreciation right.

~~Insofar as~~The ~~indemnification~~period for ~~liabilities~~the ~~arising~~exercise ~~under~~of a non-qualified stock option or stock appreciation right will be determined by the ~~Securities~~Compensation ~~Act~~Committee provided that no option may be ~~permitted~~exercised later tothan ~~directors,~~ten ~~officers~~years orafter ~~persons~~its ~~controlling~~date of grant. The exercise price of a non-qualified stock option and the base price of a stock appreciation right will not be less than 100% of the usfair ~~pursuant~~market tovalue of a share of our common stock on the ~~foregoing~~date ~~provisions~~of grant, weprovided that ~~have~~the ~~been~~base ~~informed~~price ~~that~~of a stock appreciation right granted in tandem with an option will be the ~~opinion~~exercise price of the ~~SEC~~related ~~such~~option. A ~~indemnification~~stock isappreciation ~~against public~~right ~~policy~~entitles asthe ~~expressed~~holder to receive upon exercise, subject to tax withholding in respect of an employee, shares of our common stock, which may be restricted stock, with a value equal to the ~~Securities~~difference ~~Act~~between the fair market value of our common stock on the exercise date and isthe ~~therefore~~base ~~unenforceable~~price of the stock appreciation right.

~~The above~~Each ~~provisions~~incentive ~~may~~stock ~~discourage~~option ~~stockholders~~will ~~from~~be ~~bringing~~exercisable for anot ~~lawsuit~~more ~~against~~than ~~our~~10 ~~directors~~years ~~for~~after ~~breach~~its date of ~~their~~grant, ~~fiduciary~~unless ~~duty. The~~the ~~provisions~~optionee ~~may~~owns ~~also~~greater ~~have~~than 10% of the ~~effect~~voting power of ~~reducing~~all ~~the~~shares of ~~likelihood~~our ofcapital ~~derivative~~stock, ~~litigation~~or ~~against~~a ~~directors~~“ten ~~and~~percent ~~officers~~holder,” ~~even though~~in ~~such~~which ancase ~~action,~~the ifoption ~~successful,~~will ~~might~~be ~~otherwise~~exercisable ~~benefit~~for usnot ~~and~~more ~~our~~than ~~stockholders~~five years after its date of grant. ~~Furthermore,~~The aexercise ~~stockholder’s~~price ~~investment may~~of bean ~~adversely~~incentive ~~affected~~stock tooption ~~the~~will ~~extent~~not webe ~~pay~~less than the ~~costs~~fair market value of ~~settlement~~a share ~~and~~of ~~damage~~our ~~awards~~common ~~against~~stock ~~directors~~on ~~and~~its ~~officers~~date ~~pursuant to~~of ~~these~~grant, ~~indemnification~~unless ~~provisions.~~the Weoptionee ~~believe~~is ~~that~~a ~~these~~ten ~~provisions~~percent holder, in which case the ~~indemnification~~option ~~agreements~~exercise price ~~and~~will be the ~~insurance~~price ~~are~~required ~~necessary to~~by ~~attract~~the ~~and~~Code, ~~retain~~currently ~~talented~~110% ~~and~~of ~~experienced~~fair ~~directors~~market ~~and officers~~value.

At present, there is no pending litigation or proceeding involving any of our directors or officers where indemnification will be required or permitted. We are not aware of any threatened litigation or proceedings that might result in a claim for such indemnification.29

~~-31-~~Upon exercise, the option exercise price may be paid in cash, by the delivery of previously owned shares of our common stock, share withholding or through a cashless exercise arrangement, as permitted by the applicable award agreement. All of the terms relating to the exercise, cancellation or other disposition of an option or stock appreciation right upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee.

~~Item~~The Compensation Committee, without stockholder ~~11.~~approval, ~~Executive~~may ~~Compensation~~(i) reduce the exercise price of any previously granted option or the base appreciation amount of any previously granted stock appreciation right, or (ii) cancel any previously granted option or stock appreciation right at a time when its exercise price or base appreciation amount (as applicable) exceeds the fair market value of the underlying shares, in exchange for another option, stock appreciation right or other award or for cash.

Stock awards. The ~~following~~ is2018 aPlan ~~discussion~~provides for the grant of ~~compensation~~stock ~~arrangements~~awards. ofThe ~~our~~Compensation ~~named~~Committee ~~executive~~may ~~officers~~grant ~~(the~~a ~~“Named~~stock ~~Executive~~award ~~Officers”).~~as a bonus stock award, a restricted stock award Asor ana ~~“emerging~~restricted ~~growth~~stock ~~company”~~unit asaward ~~defined~~and, in the ~~Jumpstart~~case ~~Our~~of ~~Business~~a ~~Startups~~restricted ~~Act~~stock ofaward ~~2012~~or ~~(the~~restricted ~~“JOBS~~stock ~~Act”)~~unit award, the Compensation weCommittee ~~are~~may ~~not~~determine ~~required~~that such award will be subject to ~~include~~the aattainment ~~Compensation~~of ~~Discussion~~performance ~~and~~measures ~~Analysis~~over ~~section~~an ~~and~~established ~~have~~performance period. ~~elected~~All of the terms relating to ~~comply~~the ~~with~~satisfaction of performance measures and the ~~scaled~~termination ~~disclosure~~of a restriction period, or the ~~requirements~~forfeiture ~~applicable~~and tocancellation ~~emerging~~of ~~growth~~a ~~companies~~stock award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee.

~~Our Named~~The ~~Executive~~agreement ~~Officers~~awarding ~~for~~restricted ~~the~~stock units ~~years~~will ~~ended~~specify ~~June~~whether ~~30,~~such ~~2019~~award ~~and~~may ~~2018~~be ~~include~~settled in shares of our ~~principal~~common ~~executive~~stock, ~~officer~~cash or a combination thereof and whether the holder ~~next~~will ~~most~~be entitled to receive dividend equivalents, on a current or deferred basis, with respect to such award. Prior to settlement ~~highly~~of ~~compensated~~a ~~executive~~restricted ~~officers~~stock ~~during~~unit ~~the~~in ~~years~~shares ~~ended~~of ~~June~~our 30common stock, ~~2019~~the ~~and~~holder ~~2018~~of a restricted stock unit will have no rights as our stockholder.

~~Summary~~Unless otherwise set forth in a restricted ~~Compensation~~stock ~~Table~~award agreement, the holder of shares of restricted stock will have rights as our stockholder, including the right to vote and receive dividends with respect to the shares of restricted stock, except that distributions other than regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based vesting conditions will be held by us and will be subject to the same restrictions as the restricted stock.

Performance unit awards. The 2018 ~~following~~Plan ~~table~~provides ~~summarizes~~for the ~~compensation~~grant of performance unit awards. Each performance unit is a right, contingent upon the attainment of performance measures within a specified performance period, to receive a specified cash amount, shares of our ~~Named~~common ~~Executive~~stock ~~Officers~~or a combination thereof which may be restricted stock, having a fair market value equal to such cash amount. Prior to the settlement of a performance unit award in shares of our common stock, the holder of such award will have no rights as our stockholder with respect to such shares. Performance units will be non-transferable and subject to forfeiture if the specified performance measures are not attained during the ~~years~~specified ~~ended~~performance ~~June~~period. 30All of the terms relating to the satisfaction of performance measures and the termination of a performance period, ~~2019~~or the forfeiture and ~~2018~~cancellation of a performance unit award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards ($)(1)	Option Awards ($)(2)	All Other Compensation ($)	Total ($)
Ann Marie Sastry	2019	$	350,000	$	200,000				$	550,000
Chief Executive Officer	2018	$	61,923						$	61,923

Cash-based awards. The 2018 Plan also provides for the grant of cash-based awards. Each cash-based award is an award denominated in cash that may be settled in cash and/or shares, which may be subject to restrictions, as established by the Compensation Committee.

~~Employment~~Performance goals. Under the 2018 ~~Agreements~~ Plan, the vesting or payment of performance-based awards will be subject to the satisfaction of certain performance goals. The performance goals applicable to a particular award will be determined by the Compensation Committee at the time of grant. The performance goals may be one or more of the following corporate-wide or subsidiary, division, operating unit or individual measures, stated in either absolute terms or relative terms.

We generally execute an offer of employment or employment agreement before an executive joins the company. This offer describes the basic terms of the executive’s employment, including his or her start date, starting salary, bonus target and any equity awards. Base salaries for our named executive officers other than our Chief Executive Officer will typically be reviewed annually in connection with their performance reviews.30

~~Ann Marie~~Individual ~~Sastry, Chief Executive Officer~~Limits.

~~On April~~With ~~27,~~respect ~~2018~~to wenon-employee ~~entered into an Executive Employment Agreement with Dr. Sastry (~~directors, the ~~“Sastry~~maximum ~~Employment~~grant ~~Agreement”). Pursuant~~date tofair ~~the~~value ~~terms~~ of ~~the~~shares ~~Sastry~~that ~~Employment~~may ~~Agreement,~~be ~~Dr.~~granted ~~Sastry~~to isan ~~entitled~~individual tonon-employee adirector ~~$350,000~~during ~~base~~any ~~salary~~fiscal ~~(the~~year ~~“Base Salary”)~~of tothe beCompany ~~paid~~or inits ~~accordance~~subsidiaries ~~with~~is ~~our regularly established payroll practice. Additionally, Dr. Sastry received a bonus of~~ $~~200~~150,000 ~~for~~. ~~the~~In ~~year~~connection ~~ended~~with ~~June~~a ~~30,~~non-employee ~~2019~~director’s ~~based~~commencement ~~upon achievement~~ of ~~certain~~service ~~performance milestones (~~with ~~determination of achievement of such milestones approved by~~ the ~~Compensation Committee of our Board). Dr. Sastry is also eligible to receive other customary benefits,~~ ~~including paid time off~~Company, ~~health~~the ~~insurance,~~per ~~and~~person ~~other~~limit ~~benefits.~~set ~~Dr.~~forth ~~Sastry’s~~in ~~base~~the ~~salary~~previous issentence ~~reviewed~~will ~~periodically by our Board and adjustments may~~ be ~~made upon the recommendations of the Compensation Committee~~$150,000.

~~Except in~~Amendment ~~situations where the employment of Dr. Sastry is terminated for “Cause” (as that term is defined in the Sastry Employment Agreement)~~ or bytermination ~~death, in the event that the we terminate Dr. Sastry’s employment at any time, Dr. Sastry will receive (i) an amount equal to twelve (12) months~~ of the ~~her then-current Base Salary, payable in the form of salary continuation~~2018 ~~(“Severance” and such period, the “Severance Period”) and (ii) if Dr~~Plan. ~~Sastry~~Our ~~timely~~Board ~~elects COBRA continuation coverage, the Company will pay the cost~~ of ~~continuation~~Directors ~~coverage~~may ~~for~~amend ~~Dr.~~or ~~Sastry~~terminate ~~and her eligible family members under~~ the ~~our group~~2018 ~~health~~Plan ~~plan~~as ~~until~~it ~~the~~deems ~~earlier of (a) the end of the Severance Period~~advisable, ~~and~~subject (b) the date Dr. Sastry becomes covered under another employer’s group health plan. Dr. Sastry’s eligibility for Severance is conditioned on Dr. Sastry having first signed a release agreement with us. Executive shall not be entitled to any ~~Severance~~requirement ifof ~~Dr. Sastry’s employment is terminated~~stockholder ~~for~~approval ~~Cause~~required or by ~~death~~law, rule or ~~if Dr~~regulation. ~~Sastry’s employment is terminated by Dr. Sastry without Good Reason (as defined in the Sastry Employment Agreement).~~

~~-32-~~Change of control. In the event of a change of control, our Board of Directors may, in its discretion, (1) provide that (A) some or all outstanding options and stock appreciation rights will immediately become exercisable in full or in part, (B) the restriction period applicable to some or all outstanding stock awards will lapse in full or in part, (C) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (D) the performance measures applicable to some or all outstanding awards will be deemed to be satisfied at the target or any other level, (2) provide that some or all outstanding awards will terminate without consideration as of the date of the change of control, (3) require that shares of stock of the corporation resulting from such change of control, or a parent corporation thereof, be substituted for some or all of our shares subject to an outstanding award, and/or (4) require outstanding awards, in whole or in part, to be surrendered by the holder, and to be immediately canceled, and to provide for the holder to receive (A) a cash payment in an amount equal to (i) in the case of an option or stock appreciation right, the number of our shares then subject to the portion of such option or stock appreciation right surrendered, whether vested or unvested, multiplied by the excess, if any, of the fair market value of a share of our common stock as of the date of the change of control, over the purchase price or base price per share of our common stock subject to such option or stock appreciation right, (ii) in the case of a stock award, the number of shares of our common stock then subject to the portion of such award surrendered, whether vested or unvested, multiplied by the fair market value of a share of our common stock as of the date of the change of control, and (iii) in the case of a performance unit award, the value of the performance units then subject to the portion of such award surrendered; (B) shares of capital stock of the corporation resulting from such change of control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.

~~Rick~~Under the 2018 Plan, a change of control ~~DiBartolomeo~~will occur upon: (i) a person’s or entity’s acquisition, ~~Chief~~other ~~Financial~~than ~~Officer~~from the Company, of beneficial ownership of 50% or more of either our then outstanding shares or the combined voting power of our then outstanding voting securities, but excluding certain acquisitions by the company, its subsidiaries or employee benefit plans, or by a corporation in which our stockholders hold a majority interest; (ii) a reorganization, merger or consolidation of the company if our stockholders do not thereafter beneficially own more than 50% of the outstanding shares or combined voting power of the resulting company, (iii) certain changes to the incumbent directors of our Company, or (iv) a complete liquidation or dissolution of the company or of the sale or other disposition of all or substantially all of our assets; but excluding, in any case, the initial public offering or any bona fide primary or secondary public offering following the occurrence of the initial public offering.

~~In connection~~New ~~with~~plan ~~the appointment of Mr~~benefits. ~~DiBartolomeo~~The ~~as Chief Financial Officer, the Company and Mr. DiBartolomeo entered into~~benefits athat ~~consulting~~might ~~agreement,~~be ~~effective~~received ~~November~~by 12officers, ~~2018~~employees ~~(the~~and ~~“Consulting~~non-employee ~~Agreement”),~~directors ~~pursuant~~cannot tobe ~~which~~determined ~~Mr.~~at ~~DiBartolomeo will~~this ~~receive a flat rate of $5,000 per month for his services~~time. ~~Under~~All ~~the terms of the Consulting Agreement~~officers, ~~the Company will engage~~employees ~~Mr. DiBartolomeo as an independent contractor to perform certain services, including but not limited to, serving as the Company’s Chief Financial Officer~~ and ~~performing~~non-employee ~~services~~directors ~~normally~~are ~~provided~~eligible byfor aconsideration ~~chief financial officer. The engagement of Mr. DiBartolomeo pursuant~~ to ~~the~~participate ~~Consulting Agreement will continue until the earlier of (i) the final completion of his Services (as such term is defined~~ in the ~~Consulting~~2018 ~~Agreement), or (ii) the termination of the Consulting Agreement as provided in the Consulting Agreement~~Plan. Each party to the Consulting Agreement may terminate such agreement upon providing 21 days’ prior written notice of such termination to the other party. In addition, the Company may terminate the Consulting Agreement immediately and without prior notice under certain circumstances.

~~Outstanding Equity Awards at 2019 Fiscal Year-End~~31

~~None~~Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Director~~The following table ~~Compensation~~sets forth certain information relating to the beneficial ownership of our common stock as of September 14, 2020, by:

No● ~~compensation~~each ~~was~~person, ~~paid to~~or ~~our~~group ~~non-employee directors~~of ~~during~~affiliated ~~the~~persons, ~~year~~known ~~ended~~by ~~June~~us ~~30,~~to ~~2019~~beneficially ~~for~~own ~~director~~more ~~services~~than ~~provided~~five topercent of the outstanding shares of our ~~company.~~common stock;

~~-33-~~● each of our directors;

~~Equity Incentive~~● ~~Plans~~each of our named executive officers; and

~~The following~~● ~~summary~~all ~~provides~~directors ~~more detailed information concerning our equity compensation plan. This summary is qualified in its entirety by the full text of the compensation plan~~ and ~~related~~executive ~~form~~officers ~~of award agreement, each of which has been filed~~ as ana ~~exhibit to Annual Report on Form 10-K~~group.

~~2018~~The number of shares beneficially owned ~~Equity~~by ~~Incentive~~each ~~Plan~~entity, person, director or executive officer is determined in accordance with the rules of the SEC, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares over which the individual has sole or shared voting power or dispositive power as well as any shares that the individual has the right to acquire within 60 days of September 14, 2020 through the exercise of any stock option, warrants or other rights. Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock held by that person.

OnThe ~~April~~percentage ~~26,~~of ~~2018,~~shares ~~the Board~~beneficially ~~adopted and the Company’s stockholders approved the Amesite Inc. 2018 Equity Incentive Plan, or the 2018 Plan. The~~owned ~~2018 Plan~~ is ~~intended~~computed toon ~~align~~ the ~~interests~~basis of ~~our stockholders and the recipients of awards under the 2018 Plan~~16, ~~and to advance our interests by attracting and retaining directors~~231,821 ~~officers,~~shares ~~employees~~of ~~and other service providers and motivating them to act in~~ our ~~long-term~~common ~~best~~stock ~~interests.~~outstanding ~~The~~as ~~material terms~~ of ~~the~~September ~~2018~~14, ~~Plan are as follows:~~2020.

~~Plan~~Shares of common stock that a person has ~~term.~~the ~~The~~right ~~2018~~to ~~Plan~~acquire ~~became~~within ~~effective~~60 ondays ~~July~~of 23September 14, ~~2018~~2020, ~~and~~are ~~terminates~~deemed onoutstanding for purposes of computing the ~~tenth~~percentage ~~anniversary~~ownership of the person holding such rights, but are not deemed outstanding for purposes of ~~its~~computing ~~effective~~the ~~date~~percentage ownership of any other person, ~~unless~~except with respect to the percentage ownership of all directors and executive officers as a group. Unless otherwise noted ~~terminated~~below, ~~earlier~~the byaddress ~~our~~of ~~Board~~the persons listed on the table is c/o Amesite Inc., 607 Shelby Street, Suite 700 PMB 214, Detroit, Michigan 48226.

Eligible participants. All officers, directors, employees, consultants, agents and independent contractors, and persons expected to become officers, directors, employees, consultants, agents and independent contractors of our Company or any of our subsidiaries are eligible to receive awards under the 2018 Plan. The Compensation Committee of our board will determine the participants under the 2018 Plan.

	Shares of Common Stock Beneficially Owned (#)		Percentage of Common Stock Beneficially Owned (%)
Directors and Named Executive Officers ⁽¹⁾
Ann Marie Sastry, Ph.D. ⁽²⁾		6,216,667		38.30	%
J. Michael Losh⁽³⁾		174,479		1.07	%
Gilbert S. Omenn, M.D., Ph.D. ⁽⁴⁾		78,124		*	%
Richard Ogawa⁽⁵⁾		491,145		3.03	%
Anthony M. Barkett⁽⁶⁾		146,355		*	%
Barbie Brewer⁽⁷⁾		57,292		*	%
Rick DiBartolomeo⁽⁸⁾		—		*	%
		—		—	%
All directors and executive officers as a group (6 persons)		7,164,060		44.14	%

Beneficial Owner Greater than 5% Stockholders
Mark Tompkins ⁽⁹⁾		2,900,667		17.87	%
Apt. 1, Via Guidino 23,
6900 Lugano
Paradiso, Switzerland

~~Shares authorized.~~* ~~2,529,000~~Indicates ~~shares~~beneficial ofownership ~~common stock will be available for awards granted under the 2018 Plan, inclusive~~ of ~~1,288,195 shares~~less subject to options originally granted under the 2017 Plan and assumed in connection with the Merger, subject to adjustment for stock splits and other similar changes in capitalization. The number of available shares will be reduced by the aggregate number of shares that become subject to outstanding awards granted under the 2018 Plan. As of the first day of each calendar year beginning on or after January 1, 2021, the number of shares available for all awards under the 2018 Plan, other than ~~incentive stock~~one ~~options, will automatically increase by a number equal to the least of (i) five~~ percent ~~(5%)~~ of the ~~number of shares of the Company’s common stock that are issued and~~ outstanding ~~as of that date, or (ii) a lesser number of~~ shares of ~~the Company’s~~ common stock ~~as determined by the Compensation Committee~~. To the extent that shares of common stock subject to an outstanding award granted under the 2018 Plan are not issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such award or by reason of the settlement of an award in cash, then those shares of common stock will again be available under the 2018 Plan. In addition, any shares covered by an award that have been surrendered in connection with the payment of the award exercise or purchase price or in satisfaction of tax withholding obligations incident to the grant, exercise, vesting or settlement of an award will be deemed not to have been issued for purposes of determining the maximum number of shares of common stock which may be issued pursuant to all awards under the 2018 Plan.

~~Award types. Awards include non-qualified and incentive stock options, stock appreciation rights, bonus shares, restricted stock, restricted stock units, performance units and cash-based awards.~~32

~~Administration. The~~(1) ~~Compensation~~This ~~Committee~~represents ~~will~~the ~~interpret~~beneficial ~~and~~ownership ~~administer~~as ~~the~~of ~~2018~~September ~~Plan.~~14, ~~The~~2020, ~~Compensation~~which ~~Committee’s~~gives ~~interpretation,~~effect ~~construction and~~to ~~administration~~the consummation of the ~~2018~~Reorganization ~~Plan~~immediately ~~and~~prior ~~all~~to ofthis ~~its~~offering. ~~determinations~~Securities ~~thereunder~~that ~~will~~a beperson ~~conclusive~~has ~~and~~the ~~binding~~right onto ~~all~~acquire ~~persons~~within 60 days of September 14, 2020 are included in such person’s beneficial ownership.

The Compensation Committee shall have the authority to determine the participants in the 2018 Plan, the form, amount and timing of any awards, the performance goals, if any, and all other terms and conditions pertaining to any award. The Compensation Committee may take any action such that (i2) ~~any~~Excludes ~~outstanding~~525,000 options ~~and~~to ~~stock~~purchase ~~appreciation~~shares ~~rights become exercisable in part or in full, (ii) all or any portion~~ of aour ~~restriction~~common ~~period on any restricted~~ stock orthat ~~restricted~~vest ~~stock~~more ~~units~~than ~~will~~60 ~~lapse,~~days ~~(iii)~~from ~~all~~September ~~or a portion of any performance period applicable to any performance-based award will lapse~~14, ~~and (iv) any performance measures applicable to any outstanding award will be deemed satisfied at the target level or any other level~~2020. Subject to the terms of the 2018 Plan relating to grants to our executive officers and directors, the Compensation Committee may delegate some or all of its powers and authority to the Chief Executive Officer and President or other executive officer as the Compensation Committee deems appropriate.

~~-34-~~(3) Excludes 276,563 options to purchase shares of our common stock that vest more than 60 days from September 14, 2020.

~~Stock options~~(4) ~~and~~Excludes ~~stock~~180,000 ~~appreciation~~options ~~rights.~~to ~~The~~purchase ~~2018~~shares ~~Plan provides for the grant~~ of ~~stock~~our ~~options~~common ~~and~~ stock ~~appreciation~~that ~~rights. Stock~~vest ~~options~~more ~~may~~than be60 ~~either~~days ~~tax-qualified~~from ~~incentive~~September ~~stock~~14, ~~options or non-qualified stock options~~2020. ~~The Compensation Committee will determine the terms and conditions to the exercisability of each option and stock appreciation right.~~

~~The period~~(5) ~~for~~Includes ~~the~~25,000 ~~exercise~~shares of acommon ~~non-qualified~~ stock ~~option~~held orof ~~stock~~record ~~appreciation right will be determined~~ by ~~the~~OGAWA ~~Compensation~~Professional ~~Committee provided~~Corporation. ~~that no option may be exercised later than ten years after its date of grant~~Mr. ~~The~~Ogawa ~~exercise~~is ~~price of a non-qualified stock option and~~ the ~~base~~beneficial ~~price~~owner of aOGAWA ~~stock~~Professional ~~appreciation~~Corporation ~~right~~and ~~will~~has ~~not~~voting beand ~~less~~investment ~~than~~power ~~100%~~over of the ~~fair~~securities ~~market~~held ~~value~~by ofOGAWA aProfessional ~~share~~Corporation. ofExcludes ~~our common stock on the date of grant~~201,563 ~~provided~~options ~~that the base price of a stock appreciation right granted in tandem with an option will be the exercise price of the related option. A stock appreciation right entitles the holder~~ to ~~receive~~purchase ~~upon exercise, subject to tax withholding in respect of an employee,~~ shares of our common stock, ~~which~~that ~~may~~vest bemore ~~restricted~~than ~~stock,~~60 ~~with~~days afrom ~~value~~September ~~equal~~14, ~~to the difference between the fair market value of our common stock on the exercise date and the base price of the stock appreciation right~~2020.

~~Each incentive~~(6) ~~stock~~Excludes ~~option will be exercisable for not more than 10 years after its date of grant~~231,563 ~~unless~~options ~~the~~to ~~optionee~~purchase ~~owns greater than 10% of the voting power of all~~ shares of our ~~capital~~common stock, orthat avest ~~“ten percent holder”, in which case the option will be exercisable for not~~ more than ~~five~~60 ~~years~~days ~~after~~from ~~its~~September ~~date of grant. The exercise price of an incentive stock option will not be less than the fair market value of a share of our common stock on its date of grant~~14, ~~unless the optionee is a ten percent holder, in which case the option exercise price will be the price required by the Code, currently 110% of fair market value~~2020.

~~Upon exercise,~~(7) ~~the~~Excludes ~~option exercise price may be paid in cash~~267,708 byoptions ~~the~~to ~~delivery~~purchase ~~of previously owned~~ shares of our common stock, ~~share withholding~~that orvest ~~through~~more athan ~~cashless~~60 ~~exercise~~days ~~arrangement,~~from asSeptember ~~permitted by the applicable award agreement. All of the terms relating to the exercise~~14, cancellation or other disposition of an option or stock appreciation right upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee2020.

~~The Compensation Committee, without stockholder approval, may~~ (i8) ~~reduce~~Excludes ~~the~~50,000 ~~exercise~~options ~~price~~to ofpurchase ~~any~~shares ~~previously granted option or the base appreciation amount~~ of ~~any~~our ~~previously~~common ~~granted~~ stock ~~appreciation~~that ~~right,~~vest ormore ~~(ii)~~than ~~cancel~~60 ~~any~~days ~~previously~~from ~~granted~~September ~~option or stock appreciation right at a time when its exercise price or base appreciation amount (as applicable) exceeds the fair market value of the underlying shares~~14, ~~in exchange for another option, stock appreciation right or other award or for cash~~2020.

~~Stock awards.~~(9) ~~The~~Excludes ~~2018 Plan provides for the grant of stock awards. The Compensation Committee may grant a stock award as a bonus stock award~~50,000 aoptions ~~restricted~~to ~~stock~~purchase ~~award~~shares ~~or a restricted stock unit award and, in the case~~ of aour ~~restricted~~common stock ~~award or restricted stock unit award, the Compensation Committee may determine~~ that ~~such~~vest ~~award~~more ~~will~~than be60 ~~subject~~days tofrom ~~the~~September ~~attainment of performance measures over an established performance period. All of the terms relating to the satisfaction of performance measures and the termination of a restriction period~~14, or the forfeiture and cancellation of a stock award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee2020.

~~The agreement~~Equity ~~awarding~~Compensation restricted stock units will specify whether such award may be settled in shares of our common stock, cash or a combination thereof and whether the holder will be entitled to receive dividend equivalents, on a current or deferred basis, with respect to such award. Prior to settlement of a restricted stock unit in shares of our common stock, the holder of a restricted stock unit will have no rights as our stockholder.Plans

~~Unless otherwise~~The ~~set~~following ~~forth~~table insummarizes asecurities ~~restricted~~available ~~stock~~under ~~award agreement, the holder of shares of restricted stock will have rights as~~ our ~~stockholder,~~ ~~including~~equity ~~the~~compensation ~~right~~plans toas ~~vote and receive dividends with respect to the shares~~ of ~~restricted stock~~June 30, except that distributions other than regular cash dividends and regular cash dividends with respect to shares of restricted stock subject to performance-based vesting conditions will be held by us and will be subject to the same restrictions as the restricted stock2020.

-35-

Number of

securities

available for

Number of

future

securities

Weighted

issuance

to be issued

average

under equity

upon

exercise

compensation

exercise of

price of

plans

outstanding

(excluding

options,

securities

warrants

reflected in

and rights

column (a))

Equity compensation plans approved by security holders:

2018 Plan

2,962,833

1.82

1,637,167

Equity compensation plans not approved by security holders:

—

Performance unit awards. The 2018 Plan provides for the grant of performance unit awards. Each performance unit is a right, contingent upon the attainment of performance measures within a specified performance period, to receive a specified cash amount, shares of our common stock or a combination thereof which may be restricted stock, having a fair market value equal to such cash amount. Prior to the settlement of a performance unit award in shares of our common stock, the holder of such award will have no rights as our stockholder with respect to such shares. Performance units will be non-transferable and subject to forfeiture if the specified performance measures are not attained during the specified performance period. All of the terms relating to the satisfaction of performance measures and the termination of a performance period, or the forfeiture and cancellation of a performance unit award upon a termination of employment, whether by reason of disability, retirement, death or any other reason, will be determined by the Compensation Committee.33

~~Performance goals.~~The ~~Under~~following ~~the~~is ~~2018~~a description ~~Plan, the vesting or payment~~ of ~~performance-based~~transactions ~~awards~~since ~~will~~July be1, ~~subject~~2018 to ~~the~~which ~~satisfaction~~we ofhave ~~certain performance~~been ~~goals. The performance goals applicable to~~ a ~~particular~~party, ~~award~~in ~~will~~which bethe ~~determined~~amount byinvolved ~~the~~exceeds ~~Compensation~~$120,000, ~~Committee at~~and ~~the~~in ~~time~~which any of ~~grant.~~our ~~The~~directors, ~~performance~~executive ~~goals~~officers ~~may~~or bebeneficial ~~one~~owners orof more than 5% of ~~the~~our ~~following~~capital ~~corporate-wide~~stock, or ~~subsidiary,~~an ~~division,~~affiliate ~~operating~~or ~~unit~~immediate orfamily ~~individual~~member ~~measures~~thereof, ~~stated~~had inor ~~either~~will ~~absolute~~have ~~terms~~a direct or ~~relative~~indirect ~~terms~~material interest.

~~Individual Limits.~~Common Stock Issued in the Insider Investment

~~With respect~~Certain toof ~~non-employee~~our ~~directors~~existing investors, ~~the~~including ~~maximum~~investors ~~grant~~affiliated ~~date~~with ~~fair~~certain ~~value~~ of ~~shares~~our ~~that~~directors, ~~may~~and beDr. ~~granted~~Sastry, toour anchief ~~individual~~executive ~~non-employee~~officer, have purchased ~~director~~an ~~during~~aggregate ~~any~~of ~~fiscal~~566,667 ~~year~~shares of ~~the~~our ~~Company~~Common isStock ~~$150,000.~~in Inthe ~~connection~~Insider ~~with~~Investment, afor ~~non-employee~~an ~~director’s~~aggregate ~~commencement~~purchase price of ~~service~~ ~~with the Company~~approximately $680,000. ~~the~~The ~~per~~following ~~person~~investors ~~limit set forth~~ in the ~~previous~~Insider ~~sentence~~Investment ~~will~~are berelated ~~$150,000.~~to the Company:

Amendment or termination of the 2018 Plan. The board may amend or terminate the 2018 Plan as it deems advisable, subject to any requirement of stockholder approval required by law, rule or regulation.

Inside Investors	Relationship With Company	Investment
Anthony Barkett	Director	$	60,000
Ed Frank	Former Director	$	50,000
Mike Losh	Director	$	50,000
Richard Ogawa (through Ogawa P.C.)	Director	$	30,000
Richard Ogawa	Director	$	50,000
Ann Marie Sastry	Chief Executive Officer and Director	$	340,000
Mark Tompkins	Former Chief Executive Officer, Director and Current 5%> Holder	$	100,000

~~Change of~~Related ~~control.~~Party In the event of a change of control, our Board may, in its discretion, (1) provide that (A) some or all outstanding options and stock appreciation rights will immediately become exercisable in full or in part, (B) the restriction period applicable to some or all outstanding stock awards will lapse in full or in part, (C) the performance period applicable to some or all outstanding awards will lapse in full or in part, and (D) the performance measures applicable to some or all outstanding awards will be deemed to be satisfied at the target or any other level, (2) provide that some or all outstanding awards will terminate without consideration as of the date of the change of control, (3) require that shares of stock of the corporation resulting from such change of control, or a parent corporation thereof, be substituted for some or all of our shares subject to an outstanding award, and/or (4) require outstanding awards, in whole or in part, to be surrendered by the holder, and to be immediately canceled, and to provide for the holder to receive (A) a cash payment in an amount equal to (i) in the case of an option or stock appreciation right, the number of our shares then subject to the portion of such option or stock appreciation right surrendered, whether vested or unvested, multiplied by the excess, if any, of the fair market value of a share of our common stock as of the date of the change of control, over the purchase price or base price per share of our common stock subject to such option or stock appreciation right, (ii) in the case of a stock award, the number of shares of our common stock then subject to the portion of such award surrendered, whether vested or unvested, multiplied by the fair market value of a share of our common stock as of the date of the change of control, and (iii) in the case of a performance unit award, the value of the performance units then subject to the portion of such award surrendered; (B) shares of capital stock of the corporation resulting from such change of control, or a parent corporation thereof, having a fair market value not less than the amount determined under clause (A) above; or (C) a combination of the payment of cash pursuant to clause (A) above and the issuance of shares pursuant to clause (B) above.Advances

~~Under the~~Since ~~2018~~November ~~Plan~~2017, aDr. ~~change~~Sastry ofhas ~~control~~advanced approximately ~~will occur upon: (i) a person’s or entity’s acquisition~~$239,292 ~~other~~to ~~than from~~ us, ~~of beneficial~~to ~~ownership~~fund ~~of 50% or more of either~~ our ~~then~~start-up ~~outstanding shares or the combined voting power of our then outstanding voting securities~~operations, ~~but~~which ~~excluding~~included ~~certain~~research ~~acquisitions~~and ~~by the company~~development, ~~its~~organizational ~~subsidiaries or employee benefit plans~~costs, orand various byprofessional afees ~~corporation~~ in ~~which~~connection ~~our~~with ~~stockholders~~the ~~hold~~private aplacement ~~majority~~offerings ~~interest;~~and ~~(ii)~~insider ainvestment. ~~reorganization,~~We ~~merger~~and orDr. ~~consolidation~~Sastry ofdid ~~the company if our stockholders~~not dohave ~~not~~a ~~thereafter~~formal ~~beneficially~~arrangement ~~own more than 50% of the outstanding shares~~ or ~~combined~~agreement ~~voting~~pursuant ~~power of the resulting company, (iii) certain changes~~ to ~~the~~which ~~incumbent~~these ~~directors~~funds ofwere ~~our~~paid. ~~Company,~~Dr. orSastry ~~(iv)~~paid acertain ~~complete~~related ~~liquidation~~expenses orand ~~dissolution of the company~~was orreimbursed ofout ~~the sale or other disposition~~ of ~~all~~proceeds ~~or substantially all~~ of ~~our assets; but excluding, in any case,~~ the ~~initial~~Private ~~public offering~~Placement. orDr. ~~any~~Sastry ~~bona~~was ~~fide~~repaid ~~primary~~without ~~or secondary public offering following the occurrence of the initial public offering~~interest.

~~New plan~~Indemnification ~~benefits.~~Agreements ~~The benefits that might be received by officers, employees~~ and ~~non-employee directors cannot be determined~~Directors’ ~~at this time. All officers, employees~~ and ~~non-employee~~Officers’ ~~directors~~Liability ~~are eligible for consideration to participate in the 2018 Plan.~~Insurance

~~-36-~~We will enter into indemnification agreements with each of our directors and executive officers. These agreements, among other things, will require us to indemnify each director and executive officer to the fullest extent permitted by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising out of the person’s services as a director or executive officer.

~~Item 12.~~Consulting ~~Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.~~Agreements

~~The~~On ~~following~~March ~~table~~29, 2018, our Board of Directors ~~sets~~approved ~~forth~~a consulting agreement with Mr. Richard Ogawa whereby Mr. Ogawa provided certain ~~information~~consulting services to us relating to the protection of our intellectual property and general business advice for our benefit. We agreed to pay Mr. Ogawa $1,000 for each filed patent application and $1,000 for each issued or granted patent regardless of the ~~beneficial~~jurisdiction ~~ownership~~or type of patent, except for provisional patent applications for which no fee would be paid by us. In addition, we granted Mr. Ogawa a nonqualified stock option to purchase 291,666 shares of our common stock asat an exercise price of ~~September~~$1.50 ~~30,~~per ~~2019,~~share ~~by:~~(subject to adjustment for the Merger).

~~● each person, or group of affiliated persons, known by us to beneficially own more than five percent of the outstanding shares of our common stock;~~34

●Policies ~~each~~and ofProcedures ~~our~~for ~~directors;~~Related Party Transactions

●We ~~each~~do not currently have written policies and procedures for related party transactions. Our Board of Directors plans to adopt a written related person transaction policy, to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K promulgated under the Exchange Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds or will exceed the lesser of $120,000 or 1% of the average of our ~~named~~total ~~executive~~assets as ~~officers;~~of the end of the last two completed fiscal years and a related person had, has or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. Our audit committee will be responsible for reviewing and approving in advance the related party transactions covered by our related transaction policies and procedures.

●Item ~~all~~14. ~~directors~~Principal ~~and~~Accountant ~~executive~~Fees ~~officers~~and ~~as a group.~~Services

~~The~~Deloitte ~~number~~& ~~of shares~~Touche ~~beneficially~~LLP ~~owned~~(“Deloitte”) byhas ~~each~~provided ~~entity,~~services ~~person, director or executive officer is determined~~ in ~~accordance~~connection with the ~~rules~~audit of ~~the~~our ~~SEC, and~~financial ~~the~~statements ~~information~~since ~~is not necessarily indicative of beneficial ownership for any other purpose~~2017. ~~Under such rules, beneficial ownership~~ The ~~includes~~following ~~any~~table summarizes ~~shares over which~~ the ~~individual~~fees ~~has~~of Deloitte billed ~~sole~~us orfor ~~shared~~each ~~voting~~of ~~power or dispositive power as well as any shares that~~ the ~~individual~~ ~~has~~years ~~the~~ended ~~right~~June ~~to acquire within 60 days of September~~ 30, ~~2019~~2020 ~~through the exercise of any stock option, warrants or other rights. Except as otherwise indicated,~~ and ~~subject to applicable community property laws, the persons named in the table have sole voting and dispositive power with respect to all shares of common stock held by that person~~2019.

The percentage of shares beneficially owned is computed on the basis of 15,050,556 shares of our common stock outstanding as of September 30, 2019.

	Year Ended June 30,
	2020		2019
Audit Fees ⁽¹⁾	$	239,000	$	65,400
Total Fees	$	239,000	$	65,400

~~Shares~~(1) ofAudit ~~common~~fees ~~stock that~~consist ~~a person has the right to acquire within 60 days~~ of ~~September~~fees ~~30, 2019, are deemed outstanding~~ for ~~purposes~~professional ofservices ~~computing the~~performed ~~percentage~~by ~~ownership~~Deloitte offor the ~~person~~audit ~~holding~~and ~~such~~review ~~rights, but are not deemed outstanding for purposes~~ of ~~computing~~our ~~the~~financial ~~percentage ownership of any other person~~statements, ~~except~~preparation ~~with~~and ~~respect~~filing ~~to the percentage ownership~~ of ~~all~~our ~~directors~~registration ~~and executive officers as a group. Unless otherwise noted below~~statements, ~~the~~including ~~address~~issuance of ~~the~~comfort ~~persons listed on the table is c/o Amesite Inc., 205 East Washington Street, Suite B, Ann Arbor, Michigan 48104.~~letters

	Shares of Common Stock Beneficially Owned(#) (1)		Percentage of Common Stock Beneficially Owned(%) (1)
Directors and Named Executive Officers (2)
Ann Marie Sastry, Ph.D.		6,216,667		42.68	%
J. Michael Losh		132,812		*	%
Edward H. Frank, Ph.D.		60,764		*	%
Richard Ogawa(3)		400,867		2.66	%
Anthony M. Barkett		110,764		*	%
Barbie Brewer		100,000		*	%
All directors and executive officers as a group (6 persons)		7,021,874		46.65	%
Beneficial Owner Greater than 5% Stockholders
Mark Tompkins
Apt. 1,Via Guidino 23,
6900 Lugano
Paradiso, Switzerland		2,900,667		19.27	%

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

*Consistent ~~Indicates~~with ~~beneficial~~SEC ~~ownership~~policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of ~~less~~all ~~than~~audit ~~one~~and ~~percent~~permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. No non-audit services were performed by our independent registered public accounting firm during the ~~outstanding~~years ~~shares~~ended June 30, 2020 and 2019. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre-approved all of ~~common~~the ~~stock~~services provided by Deloitte.

(1) Includes 2,921,145 shares of common stock issued upon the consummation of the closing of the Private Placement, 895,829 shares of our common stock in connection with the Insider Investment and 947,917 shares of our common stock issuable upon the exercise of certain outstanding equity awards.35

~~(2)~~PART ~~Options and restricted stock held by directors and named executive officers are deemed fully vested for purposes of this calculation.~~IV

~~(3)~~Item ~~Includes 25,000 shares of common stock held of record by OGAWA Professional Corporation~~15. ~~Mr.~~Exhibits ~~Ogawa is the beneficial owner of OGAWA Professional Corporation~~ and ~~has~~Financial ~~voting~~Statement ~~and investment power over the securities held by OGAWA Professional Corporation.~~Schedules

~~-37-~~(a) The following documents are filed as part of this report:

~~Item 13.~~(1) ~~Certain~~Financial ~~Relationships and Related Transactions, and Director Independence~~Statements:

The following is a description of transactions since July 1, 2017 to which we have been a party, in which the amount involved exceeds $120,000, and in which any of our directors, executive officers or beneficial owners of more than 5% of our capital stock, or an affiliate or immediate family member thereof, had or will have a direct or indirect material interest.

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

~~Common Stock~~(2) ~~Issued~~Financial inStatement ~~the Insider Investment~~Schedules:

~~Certain of~~All ~~our~~financial ~~existing~~statement schedules ~~investors,~~have ~~including~~been ~~investors~~omitted ~~affiliated~~because ~~with~~they ~~certain~~are ofnot ~~our directors~~applicable, ~~and~~not ~~Dr.~~required ~~Sastry,~~or ~~our~~the ~~chief~~information ~~executive~~required ~~officer, have~~is ~~purchased~~shown ~~an aggregate of 566,667 shares of our Common Stock~~ in the ~~Insider Investment, for an aggregate purchase price of~~financial ~~approximately~~statements ~~$680,000.~~or ~~The following investors in~~ the ~~Insider~~notes ~~Investment are related to the Company:~~thereto.

Inside Investors	Relationship With Company	Investment
Anthony Barkett	Director	$	60,000
Ed Frank	Director	$	50,000
Mike Losh	Director	$	50,000
Richard Ogawa (through Ogawa P.C.)	Director	$	30,000
Richard Ogawa	Director	$	50,000
Ann Marie Sastry	Chief Executive Officer and Director	$	340,000
Mark Tompkins	Former Chief Executive Officer, Director and Current 5%> Holder	$	100,000

(3)

Exhibits.

Related Party Advances

Exhibit

Filed
with this

Incorporated by Reference

Number

Exhibit Title

Form 10-K

Form

File No.

Exhibit

Date Filed

2.1*

Agreement and Plan of Merger and Reorganization, dated April 26, 2018, by and among Lola One Acquisition Corporation, Lola One Acquisition Sub, Inc., and Amesite Inc.

8-K

000-55804

2.1

5/2/2018

3.1

Certificate of Merger of Lola One Acquisition Sub, Inc. with and into Amesite OpCo (then known as Amesite Inc.)

8-K

000-55804

3.1

5/2/2018

3.2

Certificate of Amendment to the Certificate of Incorporation of Lola One Acquisition Corporation

8-K

000-55804

3.2

5/2/2018

3.3

Form of the Amended and Restated Certificate of Incorporation of Amesite Inc. to be filed with the Secretary of State of Delaware

8-K

000-55804

3.3

5/2/2018

3.4

Amended and Restated Bylaws

8-K

000-55804

3.4

5/2/2018

4.1

Form of Warrant to Purchase Shares of Common Stock issued to Placement Agent.

8-K

000-55804

4.1

5/2/2018

4.2

Form of Registration Rights Agreement

8-K

000-55804

4.2

5/2/2018

4.3

Form of Pre-Funded Warrant

8-K

000-55804

4.1

4/12/2018

10.1†

2017 Equity Incentive Plan and forms of award agreements thereunder.

8-K

000-55804

10.1

5/2/2018

10.2†

2018 Equity Incentive Plan and forms of award agreements thereunder.

8-K

000-55804

10.2

5/2/2018

10.3

Form of Subscription Agreement by and between the Company and each investor in the Private Placement

8-K

000-55804

10.3

5/2/2018

10.4†

Employment Agreement dated November 14, 2017 between Amesite OpCo and Ann Marie Sastry

8-K

000-55804

10.4

5/2/2018

10.5†

Executive Employment Agreement dated April 27, 2018 between the Company and Ann Marie Sastry

8-K

000-55804

10.12

5/2/2018

Since November 2017, Dr. Sastry has advanced approximately $239,292 to Amesite OpCo to fund its start-up operations, which included research and development, organizational costs, and various professional fees in connection with the private placement offerings and insider investment. Amesite OpCo and Dr. Sastry did not have a formal arrangement or agreement pursuant to which these funds were paid. Dr. Sastry paid certain Amesite OpCo related expenses and was reimbursed out of proceeds of the Private Placement. Dr. Sastry was repaid without interest.36

Indemnification Agreements and Directors’ and Officers’ Liability Insurance

10.6†

Consulting Agreement dated April 4, 2018 between Amesite OpCo and Richard Ogawa

8-K

000-55804

10.5

5/2/2018

10.7†

Consulting Agreement dated April 5, 2018 between Amesite OpCo and Bernie Chong

8-K

000-55804

10.6

5/2/2018

10.8

Commercial Lease Agreement dated November 13, 2017 in respect of 205-207 East Washington Street, 2^nd Floor

8-K

000-55804

10.7

5/2/2018

10.9

Commercial Lease Agreement dated May 5, 2018 in respect of 205-207 East Washington Street, 3^rd Floor

8-K

000-55804

99.1

5/10/2018

10.10

Amendment to Lease Agreement

8-K

000-55804

99.2

5/10/2018

10.11†

Form of Pre-MeIndemnity Agreement

8-K

000-55804

10.8

5/2/2018

10.12

Common Stock Purchase Agreement dated April 17, 2017 between the Company and Mark Tompkins

10-12G

000-55804

10.1

6/27/2017

10.13

Common Stock Purchase Agreement dated April 17, 2017 between the Company and Ian Jacobs

10-12G

000-55804

10.2

6/27/2017

10.14

Form of Subscription Agreement for Pre-Funded Warrant.

8-K

000-55804

10.1

4/12/2018

14.1

Code of Ethics

10-KT

000-55804

14.1

8/17/2018

21.1

Subsidiaries of Amesite Inc.

10-KT

000-55804

21.1

8/17/2018

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31.2

Certification of Principal Financial and Accounting Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350

32.2

Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

~~Amesite OpCo~~* ~~has~~Pursuant ~~entered into indemnification agreements with each of its directors and executive officers. These agreements, among other things, require Amesite OpCo or will require it~~ to ~~indemnify~~Item ~~each~~601(b)(2) ~~director and executive officer to the fullest extent permitted by Delaware law, including indemnification~~ of ~~expenses~~Regulation ~~such~~S-K aspromulgated ~~attorneys’ fees, judgments, fines and settlement amounts incurred~~ by the ~~director or executive officer in any action or proceeding~~SEC, ~~including~~certain ~~any~~schedules ~~action~~have orbeen ~~proceeding by or in right of Amesite OpCo, arising out of the person’s services as a director or executive officer~~omitted. AsThe aregistrant ~~condition~~hereby toagrees ~~the Merger, we also entered into a Pre-Merger Indemnity Agreement with our former officers and directors, pursuant~~ to ~~which~~furnish wesupplementally ~~agreed~~ to ~~indemnify such former officers and directors for actions taken by them in their official capacities relating to~~ the ~~consideration~~SEC, ~~approval and~~upon ~~consummation~~its ofrequest, ~~the~~any ~~Merger~~or ~~and~~all ~~certain~~omitted ~~related transactions~~schedules.

~~-38-~~† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

~~Policies and~~Item ~~Procedures~~16. ~~for~~Form ~~Related~~10-K ~~Party Transactions~~Summary

~~We do not currently have written policies and procedures for related party transactions~~None. Our board of directors plans to adopt a written related person transaction policy, to set forth the policies and procedures for the review and approval or ratification of related person transactions. This policy will cover, with certain exceptions set forth in Item 404 of Regulation S-K promulgated under the Exchange Act, any transaction, arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we were or are to be a participant, where the amount involved exceeds or will exceed the lesser of $120,000 or 1% of the average of Amesite OpCo’s total assets as of the end of the last two completed fiscal years and a related person had, has or will have a direct or indirect material interest, including purchases of goods or services by or from the related person or entities in which the related person has a material interest, indebtedness, guarantees of indebtedness and employment by us of a related person. Our audit committee will be responsible for reviewing and approving in advance the related party transactions covered by our related transaction policies and procedures.

~~Item 14. Principal Accountant Fees and Services~~37

Deloitte & Touche LLP (“Deloitte”) has provided services in connection with the audit of our financial statements since 2017. The following table summarizes the fees of Deloitte billed us for each of the years ended June 30, 2018 and 2019.SIGNATURES

	Year Ended June 30,
	2019		2018
Audit Fees (1)	$	65,400	$	49,300
Total Fees	$	65,400	$	49,300

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(1) Audit fees consist of fees for professional services performed by Deloitte for the audit and review of our financial statements, preparation and filing of our registration statements, including issuance of comfort letters

	AMESITE INC.

Date: September 16, 2020	By:	/s/ Ann Marie Sastry
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer

~~Policy~~Pursuant to the requirements of the Securities onExchange ~~Audit~~Act ~~Committee~~of ~~Pre-Approval~~1934, this report has been signed below by the following persons on behalf of ~~Audit~~the registrant and ~~Permissible~~in ~~Non-Audit~~the ~~Services~~capacities and ofon ~~Independent~~the ~~Auditors~~dates indicated.

Consistent with SEC policies and guidelines regarding audit independence, the Audit Committee is responsible for the pre-approval of all audit and permissible non-audit services provided by our independent registered public accounting firm on a case-by-case basis. Our Audit Committee has established a policy regarding approval of all audit and permissible non-audit services provided by our principal accountants. No non-audit services were performed by our independent registered public accounting firm during the years ended June 30, 2019 and 2018. Our Audit Committee pre-approves these services by category and service. Our Audit Committee has pre- approved all of the services provided by Deloitte.

Signature	Title	Date

/s/ Ann Marie Sastry, Ph.D.	Chief Executive Officer, President and Chairman of the Board	September 16, 2020
Ann Marie Sastry, Ph.D.	(Principal Executive Officer)

/s/ Richard D. DiBartolomeo	Chief Financial Officer	September 16, 2020
Richard D. DiBartolomeo	(Principal Financial Officer and Principal Accounting Officer)

/s/ Anthony M. Barkett	Director	September 16, 2020
Anthony M. Barkett

/s/ Barbie Brewer	Director	September 16, 2020
Barbie Brewer

/s/ Michael Losh	Director	September 16, 2020
Michael Losh

/s/ Richard T. Ogawa	Director	September 16, 2020
Richard T. Ogawa

/s/ Gilbert S. Omenn, M.D., Ph.D.	Director	September 16, 2020
Gilbert S. Omenn, M.D., Ph.D.

~~-39-~~38

PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) Financial Statements:

Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets	F-3
Statements of Operations	F-4
Statements of Changes in Stockholders’ Equity (Deficit)	F-5
Statements of Cash Flows	F-6
Notes to Financial Statements	F-7

(2) Financial Statement Schedules:

All financial statement schedules have been omitted because they are not applicable, not required or the information required is shown in the financial statements or the notes thereto.

(3) Exhibits.

Exhibit		Filed with this	Incorporated by Reference
Number	Exhibit Title	Form 10-K	Form	File No.	Exhibit	Date Filed
2.1*	Agreement and Plan of Merger and Reorganization, dated April 26, 2018, by and among Lola One Acquisition Corporation, Lola One Acquisition Sub, Inc., and Amesite Inc.		8-K	000-55804	2.1	5/2/2018
3.1	Certificate of Merger of Lola One Acquisition Sub, Inc. with and into Amesite OpCo (then known as Amesite Inc.)		8-K	000-55804	3.1	5/2/2018
3.2	Certificate of Amendment to the Certificate of Incorporation of Lola One Acquisition Corporation		8-K	000-55804	3.2	5/2/2018
3.3	Form of the Amended and Restated Certificate of Incorporation of Amesite Inc. to be filed with the Secretary of State of Delaware		8-K	000-55804	3.3	5/2/2018
3.4	Amended and Restated Bylaws		8-K	000-55804	3.4	5/2/2018
4.1	Form of Warrant to Purchase Shares of Common Stock issued to Placement Agent.		8-K	000-55804	4.1	5/2/2018
4.2	Form of Registration Rights Agreement		8-K	000-55804	4.2	5/2/2018
4.3	Form of Pre-Funded Warrant		8-K	000-55804	4.1	4/12/2018
10.1†	2017 Equity Incentive Plan and forms of award agreements thereunder.		8-K	000-55804	10.1	5/2/2018
10.2†	2018 Equity Incentive Plan and forms of award agreements thereunder.		8-K	000-55804	10.2	5/2/2018
10.3	Form of Subscription Agreement by and between the Company and each investor in the Private Placement		8-K	000-55804	10.3	5/2/2018
10.4†	Employment Agreement dated November 14, 2017 between Amesite OpCo and Ann Marie Sastry		8-K	000-55804	10.4	5/2/2018
10.5†	Executive Employment Agreement dated April 27, 2018 between the Company and Ann Marie Sastry		8-K	000-55804	10.12	5/2/2018
10.6†	Consulting Agreement dated April 4, 2018 between Amesite OpCo and Richard Ogawa		8-K	000-55804	10.5	5/2/2018
10.7†	Consulting Agreement dated April 5, 2018 between Amesite OpCo and Bernie Chong		8-K	000-55804	10.6	5/2/2018
10.8	Commercial Lease Agreement dated November 13, 2017 in respect of 205-207 East Washington Street, 2nd Floor		8-K	000-55804	10.7	5/2/2018
10.9	Commercial Lease Agreement dated May 5, 2018 in respect of 205-207 East Washington Street, 3rd Floor		8-K	000-55804	99.1	5/10/2018
10.10	Amendment to Lease Agreement		8-K	000-55804	99.2	5/10/2018
10.11†	Form of Pre-Merger Indemnity Agreement		8-K	000-55804	10.8	5/2/2018
10.12	Common Stock Purchase Agreement dated April 17, 2017 between the Company and Mark Tompkins		10-12G	000-55804	10.1	6/27/2017

-40-

Exhibit

Filed with this

Incorporated by Reference

Number

Exhibit Title

Form 10-K

Form

File No.

Exhibit

Date Filed

10.13

Common Stock Purchase Agreement dated April 17, 2017 between the Company and Ian Jacobs

10-12G

000-55804

10.2

6/27/2017

10.14

Form of Subscription Agreement for Pre-Funded Warrant.

8-K

000-55804

10.1

4/12/2018

14.1

Code of Ethics

10-KT

000-55804

14.1

8/17/2018

21.1

Subsidiaries of Amesite Inc.

10-KT

000-55804

21.1

8/17/2018

31.1

Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)

31.2

Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)

32.1

Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350

32.2

Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema

101.CAL

XBRL Taxonomy Extension Calculation Linkbase

101.DEF

XBRL Taxonomy Extension Definition Linkbase

101.LAB

XBRL Taxonomy Extension Label Linkbase

101.PRE

XBRL Taxonomy Extension Presentation Linkbase

* Pursuant to Item 601(b)(2) of Regulation S-K promulgated by the SEC, certain schedules have been omitted. The registrant hereby agrees to furnish supplementally to the SEC, upon its request, any or all omitted schedules.

† Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.

Item 16. Form 10-K Summary

None.

-41-

SIGNATURES

	AMESITE INC.
Date: September 30, 2019	By:	/s/ Ann Marie Sastry
		Ann Marie Sastry, Ph.D.
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Ann Marie Sastry	Chief Executive Officer and Chairman of the Board	September 30, 2019
Ann Marie Sastry, Ph.D.	(Principal Executive Officer)
/s/ Richard D. DiBartolomeo	Chief Financial Officer	September 30, 2019
Richard D. DiBartolomeo	(Principal Financial Officer and Principal Accounting Officer)
/s/ J. Michael Losh	Director	September 30, 2019
J. Michael Losh
/s/ Edward H. Frank	Director	September 30, 2019
Edward H. Frank, Ph.D.
/s/ Richard T. Ogawa	Director	September 30, 2019
Richard T. Ogawa
/s/ Anthony M. Barkett	Director	September 30, 2019
Anthony M. Barkett
/s/ Barbie Brewer	Director	September 30, 2019
Barbie Brewer

-42-

Filing Compare · Amesite Inc.