AMST 10-K & 10-Q changes, risk factors and insider trading

Our NurseMagic™ solution is designed for use across post-acute healthcare settings, including skilled nursing, assisted living, memory care, home health, and rehabilitation. The The healthcare sector is highly regulated on both federal and state levels, particularly with respect to patient privacy, data security, and and the integrity of AI-driven tools. Any failure—byfailure-by us or our customers—tocustomers-to maintain compliance with applicable laws such as HIPAA, the HITECH Act, CMS rules, and emerging AI-focused regulations (including transparency, bias, and cybersecurity standards) could expose us to significant penalties, legal action, or restrictions on our business.

-77-- The assessment of the Company’s ability to meet its future obligations is inherently judgmental, subjective and susceptible to change. Based on their current forecast, management believes that it may not have sufficient cash and cash equivalents to maintain the Company’s planned operations for the next twelve months following the issuance of these financial statements. The Company has considered both quantitative and qualitative factors that are known or reasonably known as of the date of these financial statements are issued and concluded that there are conditions present in the aggregate that raise substantial doubt about the Company’s ability to continue as a going concern.

-88-- We could face substantial costs and uncertainties from litigation, and we may not be able to protect our intellectual property rights, which could erode our competitive position. Our revenue revenue forecasting may be inaccurate, leading to misguided strategic decisions. Additionally, we may fail to manage fraud and other activities activities that violate our terms of service, further compromising our platform’s integrity. Our ability to successfully integrate and manage our relationships with enterprises in healthcare and with colleges and universities is uncertain, and any failure in either segment could diminish our reputation. Finally, geopolitical events such as war, threats of war, or terrorist actions could disrupt our operations and significantly impair our business performance.

However, as long as we are an emerging growth company, or a smaller reporting company that is a non-accelerated filer, our independent registered public accounting firm will not be required to attest to the effectiveness of our internal control over financial reporting pursuant to Section 404(b). At such time this attestation will be required, our independent registered public accounting firm may issue a report that is adverse in the event the independent registered public accounting firm concludes that there is one or more material weaknesses in the effectiveness of our internal control over financial reporting. Our remediation efforts may not enable us to avoid a material weakness in the future. We may need to undertake various actions, such as implementing new internal controls and procedures and hiring additional accounting or internal audit staff.

As a publicly traded company, we incur significant additional legal, accounting, and other expenses that we did not incur as a private company. The obligations of being a public company in the United States require significant expenditures and will place significant demands on our management and other personnel, including costs resulting from public company reporting obligations under the Exchange Act and the rules and regulations regarding corporate governance practices, including those under the Sarbanes-Oxley Act of 2002 (“Sarbanes-Oxley”) the Dodd-Frank Wall Street Reform and Consumer Consumer Protection Act, and the listing requirements of the stock exchange on which our securities are listed. These rules require the establishment establishment and maintenance of effective disclosure and financial controls and procedures, internal control over financial reporting and changes in corporate governance practices, among many other complex rules that are often difficult to implement, monitor and maintain compliance compliance with. Moreover, despite recent reforms made possible by the JOBS Act, theThe reporting requirements, rules, and regulations will make some activities more time-consuming and costly, particularly after we are no longer an “emerging growth company.”costly. Our management and other personnel devote a substantial amount of time to ensure that we comply with all of these requirements and to keep pace with new regulations, otherwise we may fall out of compliance and risk becoming subject to litigation or being delisted, among other potential problems.

Our directors, executive officers and each of our stockholders who owned greater than 5% of our outstanding Common Stock beneficially, as of June 30, 2025,2026, own approximately 29%[37]% of of our common stock. Accordingly, these stockholders have and will continue to have significant influence over the outcome of corporate actions requiring stockholder approval, including the election of directors, a merger, the consolidation, or sale of all or substantially all of our assets or any other significant corporate transaction. The interests of these stockholders may not be the same as or may even conflict with our other investors’ interests. For example, these stockholders could delay or prevent a change in control of us, even if such a change in control would benefit our other stockholders, which could deprive our stockholders of an opportunity to receive a premium for their Common Stock as part of a sale of the Company or our assets. The significant concentration of stock ownership may negatively impact the value of our Common Stock due to potential investors’ perception that conflicts of interest may exist or arise.

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

We generated revenues of $110,459$364,777 for the year ended June 30, 20252026 as compared to $166,881$110,459 for the year ended June 30, 2024.2025. Revenue compared to the prior year was primarily from B2B license fee revenues related to the NurseMagicTM app.

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

General and administrative expenses for the year ended June 30, 2025, 2026 were $2,477,888relatively consistent at $2,510,264 as compared to $2,908,289$2,477,888 for the year ended June 30, 2024. The decrease of $430,401 is primarily due to significant savings in the areas of employee payroll and Board of Directors compensation due to the resignation of two Board members in December 2024.2025.

Technology and content development expenses for the year ended June 30, 2025,2026, were $691,154$613,578 as compared to $1,074,328$691,154 for the year ended June 30, 2024.2025. The decrease of $383,174$77,576 is primarily due to savings in employee payroll and lower capitalized software amortization.payroll.

Sales and marketing expenses for the year ended June 30, 20252026 were $545,030$384,041 as compared to $763,915$545,030 for the year ended June 30, 2024.2025. The decrease of $218,885$160,989 is primarily due to lower marketingadvertising costs and savings in employee payroll.

For the year ended June 30, 2025,2026, interest income totaled $77,396$47,268 as compared to interest income of $176,469$77,396 for the year ended June 30, 20242025 due to lowerdeclining cash balances until the JanuaryApril 20252026 publicregistered offering.direct offering and concurrent private placement.

During the fiscal years ended June 30, 20252026 and 2024,2025, the Company recognized impairment losses of $90,869$0 and $0,$90,869, respectively, related to capitalized software in the accompanying statement of operations. The impairment in fiscal 2025 was triggered by management’s decision to discontinue development of the higher ed/professional learning learning app due to a shift in strategic focus to the NurseMagic™ app.

Our net loss for the year ended June 30, 2025 2026 was approximately $3,617,000 $3,096,000 as compared to a net loss for the year ended June 30, 20242025 of approximately $4,403,000.$3,617,000. The loss was approximately $786,000$521,248 lower during the year ended June 30, 20252026 compared to 20242025 primarily due to the significant savings in the areas discussed above offset by the impairment charge.above.

As of June 30, 2025,2026, our cash balance totaled $2,398,809, inclusive $2,433,418.of $100,000 restricted cash.

The following discussion highlights our results of operations and the principal factors that have affected our financial condition as well as our liquidity and capital resources for the three months and sixnine months ended DecemberMarch 31, 20252026 and provides information that management believes is relevant for an assessment and understanding of the statements of financial condition and results of operations presented herein. The following discussion and analysis are based on our unaudited condensed financial statements contained in this Quarterly Report on Form 10-Q, which we have prepared in accordance with United States generally accepted accounting principles, or GAAP, and the requirements of the SEC. You should read the discussion and analysis together with such financial statements and the related notes thereto.

We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $1,374,814$2,052,875 for the sixnine months ended DecemberMarch 31, 2025,2026, and we incurred a net loss of $42.8$43.5 million for the period from November 14, 2017 (date of incorporation) to March December 31, 2025.2026.

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

We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $732,548$678,000 and $1,374,814$2,052,875 for the three months and sixnine months ended DecemberMarch 31, 2025,2026, respectively.

-1717-- On January 8, 2025, we closed on a public offering of common stock and received approximately $3.08 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs.

As of DecemberMarch 31, 2025,2026, our cash, cash equivalent, and restricted cash balance totaled $1,265,369.$740,711.

As of DecemberMarch 31, 20252026 and June 30, 2025 our cash, cash, cash equivalents, and restricted cash totaled $1,265,369$740,711 and $2,433,418, respectively with the majority invested in a short-term US Treasury Fund totaling approximately $970,000$420,000 at DecemberMarch 31, 2025.2026. The Fund is invested in US Treasuries with a 7-day liquidity. The decision to allocate funds to the short-term US Treasury Fund is based on our investment strategy, which prioritizes liquidity and stability while receiving current rate returns. The returns from the fund for the sixnine months ended DecemberMarch 31, 2026 and 2025 were 4.1% and 4.9%, respectively, and in line with our expectations and the broader market trends for similar investment vehicles. We continuously monitor our investment portfolio, portfolio, considering market conditions and our liquidity needs, ensuring alignment with our broader financial strategy and risk tolerance.

The Company capitalized software of $131,200$206,700 and $212,600$292,200 and recognized amortization expense of $115,506$180,542 and $218,537$312,709 for the sixnine months ended DecemberMarch 31, 20252026 and 2024,2025, respectively.

We have recorded accounts receivable of $7,197$18,975 and $6,341 as of DecemberMarch 31, 20252026 and June 30, 2025, respectively. We have set up deferred revenue liabilities at the end of each period to reflect performance obligations to be performed in future periods for our services delivered over time. Future obligations related to deferred revenue totaled $16,125$3,975 and $36,745 as of DecemberMarch 31, 20252026 and June 30, 2025 respectively.

We generated revenues totaling $202,346$285,678 for the sixnine months ended DecemberMarch 31, 20252026 as compared to $24,010$54,700 for the sixnine months ended DecemberMarch 31, 2024.2025. We generated revenues totaling $83,332 $108,050for the three months ended March 31, 2026 as compared to $30,690 for the three months ended DecemberMarch 31, 2025 as compared to $12,760 for the three months ended December 31, 2024.2025.

General and administrative expenses (G&A) for the six nine months ended DecemberMarch 31, 20252026 were approximately $1,126,000$1,676,000 as compared to approximately $1,438,000$1,866,000 for the sixnine months ended March December 31, 2024.2025. General and administrative expenses for the three months ended DecemberMarch 31, 20252026 were approximately $579,000$550,000 as compared to to approximately $805,000$428,000 for the three months ended DecemberMarch 31, 2024.2025. The decreaseincrease in general and administrative expenses between the three-month periods is due to director forfeitures recognized in fiscal year 2025. The decrease in the nine-month period is largely a result of lower payroll costs, stock-based compensation, and professional fees. These reductions were made possible by completion of certain features and platform capabilities that require less staffing to maintain than to build. Stock-based compensation is lower due to having four Board members in calendar yearyears 20252025-2026 as opposed to six Board members in calendar year 2024.

Technology and content development expenses for the sixnine months ended DecemberMarch 31, 20252026 were approximately $268,000$402,000 as compared to approximately $352,000$524,000 for the sixnine months ended DecemberMarch 31, 2024.2025. Technology and content development expenses for the three months ended DecemberMarch 31, 20252026 were approximately $165,000$134,000 as compared to approximately $212,000$172,000 for the three months ended DecemberMarch 31, 2024.2025. The decreases between the six-monththree-month and nine-month periods in technology reflect the reductions in headcountheadcount, lower capitalized software amortization, and associatedlower administrativethird-party costs,software since these costs scale with staff.subscription costs.

Sales and marketing expenses for the sixnine months ended DecemberMarch 31, 20252026 were approximately $216,000$299,000 as compared to approximately $293,000$411,000 for the sixnine months ended DecemberMarch 31, 2024.2025. Sales Sales and marketing expenses for the three months ended DecemberMarch 31, 20252026 were approximately $109,500$83,000 as compared to approximately $127,000$118,000 for for the three months ended DecemberMarch 31, 2024.2025. The decrease between the three-month and nine-month periods in sales and marketing are principally related related to moving certain marketing functions from outside providers to inside staff.staff offset some by higher customer selling expenses.

Our net loss for the sixnine months ended DecemberMarch 31, 20252026 was approximately $1,375,000$2,053,000 as compared to a net loss for the sixnine months ended DecemberMarch 31, 20242025 of approximately $2,030,000.$2,693,000. Our net loss for the three months ended DecemberMarch 31, 20252026 was approximately $732,500$678,000 as compared to a net loss for the three months ended DecemberMarch 31, 20242025 of approximately $1,122,000.$663,000.

During the sixnine months ended DecemberMarch 31, 20252026 and and 2024,2025, we had capital asset additions of $131,200$206,700 and $212,600,$292,200, respectively, in capitalized technology and content development. We will will continue to capitalize significant software development costs, comprised primarily of internal payroll, payroll related and contractor costs, as we build out and complete our technology platform.

Nasdaq Deficiency LetterCompliance

On October 28, 2025 we received a deficiency letter (the “Nasdaq Letter”) from the staff of the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying 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 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor were we in compliance with either of the alternative listing standards, either a market value of listed securities of at least $35 million or net income of $500,000 from continuing operations in the most recently completed fiscal year, or in two of the three most recently completed fiscal years. Pursuant to the Nasdaq Letter, we had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. We submitted our plan of compliance on December 10, 2025 and on January 8, 2026, Nasdaq granted an extension until April 27, 2026 to evidence compliance.