United States securities and exchange commission logo
May 11, 2020
Ann Marie Sastry, Ph.D
Chief Executive Officer
Amesite Operating Company
205 East Washington Street, Suite B
Ann Arbor, MI 48104
Re: Amesite Operating
Company
Draft Registration
Statement on Form S-1
Submitted April 14,
2020
CIK No. 0001807166
Dear Dr. Sastry:
We have reviewed your draft registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by providing the requested
information and either submitting
an amended draft registration statement or publicly filing your
registration statement on
EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
believe an amendment is appropriate, please tell us why in your
response.
After reviewing the information you provide in response to these
comments and your
amended draft registration statement or filed registration statement, we
may have additional
comments.
Draft Registration Statement on Form S-1
Propectus Summary, page 1
1. Please provide
prominent disclosure that the current Amesite, Inc. ("Amesite Parent") no
longer has a class of
securities publicly registered or a public reporting obligation, as it
filed a Form 15 on
February 18, 2020 to terminate its registration under Section 12(g) of
the Securities Exchange
Act of 1934. Further, please clarify the subsequent current
reports filed on Form
8-K by Amesite, Inc. were filed voluntarily.
Ann Marie Sastry, Ph.D
FirstName LastNameAnn Marie Sastry, Ph.D
Amesite Operating Company
Comapany NameAmesite Operating Company
May 11, 2020
Page 2
May 11, 2020 Page 2
FirstName LastName
2. Please provide a more detailed description of your reorganization
transaction and describe
the material terms of the underlying Agreement and Plan of Merger and
Reorganization.
In particular, please clarify the purpose and effect of the
reorganization, including why
you chose to deregister the common stock of Amesite Parent and whether
there will be
any change in stockholders' rights or number of shares outstanding.
Risk Factors
We are an "emerging growth company" and will be able to avail ourselves of
reduced disclosure
requirements..., page 16
3. You state that you "intend" to take advantage of the extended
transition period provided in
Section 7(a)(2)(B) of the Securities Act for complying with new or
revised accounting
standards. Please revise to clearly indicate, if true, that you have
elected to take advantage
of this extended transition period and also disclose that your
financial statements may not
be comparable to companies that comply with public company effective
dates.
Capitalization, page 22
4. Please explain to us, and revise your disclosures as necessary to
clarify, how the
company's capitalization will be impacted by the Reorganization.
Also,tell us whether
you considered including pro forma equity and per share information on
the face of the
historical financial statements to reflect the impact of the
Reorganization but not the
offering.
Business, page 28
5. We note that you have generated revenue of $14,920 for the fiscal year
ended June 30,
2019 and much of your business section appears to discuss products and
services that you
will develop in the future. Please clarify the existing products and
services that are
currently available in the marketplace and generating revenue. For
example, your website
references six online classes, six professional certification classes,
and two lifestyle
classes available. For products, services, or features that are not
yet available or still
under development, such as your blockchain solutions, please indicate
that these products
are not yet generating revenue or available for purchase. Similarly,
please clarify whether
your current customers encompass businesses, universities and colleges
and K-12 schools,
or whether they represent the markets you are targeting.
Executive Officer and Director Compensation, page 42
6. Your disclosure on pages 42 and 43 indicates that your sole named
executive officer, Dr.
Sastry, did not receive any equity awards in either fiscal year 2018
or 2019, and your non-
employee directors did not receive any compensation for director
services in fiscal year
2019. We note, however, that your executive officers and directors
were eligible for
equity awards under your 2018 Equity Incentive Plan and according to
pages F-12 to F-
13, equity awards were issued in fiscal year 2019. Please confirm your
CEO Dr. Sastry
Ann Marie Sastry, Ph.D
Amesite Operating Company
May 11, 2020
Page 3
and your directors did not receive any equity awards in fiscal year 2019
or revise
accordingly. Further, please clarify whether any of your non-employee
directors were
compensated in fiscal year 2019 pursuant to a consulting agreement for
services. We note
that the Form 10-K for the Amesite, Inc. filed on September 30, 2019
refers to a
consulting agreement for your director Richard Ogawa, but you have not
disclosed this
agreement as a related party transaction.
Underwriting, page 60
7. Please identify your underwriter in your next amendment.
8. Please clarify which "holders" of your common stock are subject to the
lock-up
agreement. For example, please clarify whether or not non-affiliated
current stockholders
of Amesite, Inc. common stock would be subject to the lock-up agreement
after they
receive their Amesite Operating Company shares as part of the
reorganization.
Financial Statements
Note 2 - Significant Accounting Policies
Revenue Recognition, page F-8
9. Your policy appears to reflect the adoption of ASC 606 however, we note
that this
guidance was not in effect for the periods presented. Please revise to
include a discussion
of ASC 605, which is the revenue recognition policy that applies to the
audited financial
statements included in the filing.
Recent Sales of Unregistered Securities, page II-2
10. Please revise this section to include sales of unregistered securities
for Amesite Parent for
the past three fiscal years. We note, for example, references on pages
F-11 through F-14
of private sales, shares issued in exchange for services and consulting
services, and a
private placement offering in 2019. In addition, disclose the exemption
from registration
you are relying upon for the issuance of the company's shares in the
reorganization.
You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Kathleen Collins,
Accounting Branch Chief, at (202) 551-3499 if you have questions regarding
comments on the
financial statements and related matters. Please contact Edwin Kim, Staff
Attorney, at (202)
551-3297 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any other
questions.
Sincerely,
FirstName LastNameAnn Marie Sastry, Ph.D
Division of
Corporation Finance
Comapany NameAmesite Operating Company
Office of
Technology
May 11, 2020 Page 3
cc: Richard Friedman, Esq.
FirstName LastName