{"url_path":"/sec/amst/10-q/2026/item-1a","section_key":"item-1a","section_title":"Item 1A Risk Factors.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/1807166/0001213900-26-058512-index.html","accession_number":"0001213900-26-058512","cik":"0001807166","ticker":"AMST","issuer_name":"Amesite Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1807166/0001213900-26-058512-index.html","primary_entity_key":"0001807166","primary_entity_name":"Amesite Inc."},"word_count":668,"has_tables":true,"body_markdown":"** **\n\n**Item 1A. Risk Factors.**\n\n** **\n\nOur business, financial condition, results of\noperations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in\nour Annual Report on Form 10-K, the occurrence of any one of which could have a material adverse effect on our actual results. The following\ndescription of risk factors includes any material changes to risk factors associated with our business, financial condition and results\nof operations previously disclosed in our Annual Report on Form 10-K.\n\n \n\n**If we are unable to comply with the continued\nlisting requirements of the Nasdaq Capital Market, then our common stock would be delisted from the Nasdaq Capital Market, which would\nlimit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.**\n\n \n\nOn October 28, 2025 we received a deficiency\nletter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)\nnotifying us that we were not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires us to maintain a minimum of $2,500,000\nin stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”),\nnor were we in compliance with either of the alternative listing standards, either a market value of listed securities of at least $35\nmillion or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most\nrecently completed fiscal years.\n\n \n\nPursuant to the Nasdaq Letter, we had 45 calendar\ndays from the date of the Nasdaq Letter to submit a plan to regain compliance. We submitted our plan of compliance on December 10, 2025\nand on January 8, 2026, Nasdaq granted an extension until April 27, 2026 to evidence compliance.\n\n \n\nOn May 4, 2026, the Company received written\nnotice from Nasdaq that based upon the Form 8-K dated April 28, 2026, the Staff has determined that the Company complies with Nasdaq\nlisting Rule 5550(b)(1). However, if the Company fails to evidence compliance within its next periodic report that it may be subject\nto delisting. At that time, the Staff will provide written notification to the Company, which the Company may then appeal to a Nasdaq\nHearings Panel.\n\n \n\nThe Company intends to take all reasonable measures\navailable to maintain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance that\nthe Company will be successful in maintaining compliance with the Stockholders’ Equity Requirement and all applicable requirements\nfor continued listing.\n\n \n\nNeither the Nasdaq Letter nor our noncompliance\nhave an immediate effect on the listing or trading of our common shares, which will continue to trade on the Nasdaq Capital Market under\nthe symbol “AMST.”\n\n \n\nIf the Nasdaq Capital Market delists our common\nstock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect the\ncommon stock would qualify to be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse\nconsequences, including:\n\n \n\n●a limited availability of market\nquotations for our securities;\n\n \n\n●reduced liquidity for our securities;\n\n \n\n●substantially impair our ability\nto raise additional funds;\n\n \n\n-22-\n\n \n\n \n\n●the loss of institutional investor\ninterest and a decreased ability to issue additional securities or obtain additional financing in the future;\n\n \n\n●a determination that our common\nstock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly\nresult in a reduced level of trading activity in the secondary trading market for our securities;\n\n \n\n●a limited amount of news and\nanalyst coverage; and\n\n \n\n●potential breaches of representations\nor covenants of our agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing\nrequirements, which, regardless of merit, could result in costly litigation, significant liabilities and diversion of our management’s\ntime and attention and could have a material adverse effect on our financial condition, business and results of operations."}