United States securities and exchange commission logo
June 15, 2020
Ann Marie Sastry, Ph.D
Chief Executive Officer
Amesite Operating Company
607 Shelby St., Ste. 700 PMB 214
Detroit, MI 48226
Re: Amesite Operating
Company
Amendment No. 1 to
Draft Registration Statement on Form S-1
Submitted June 1,
2020
CIK No. 0001807166
Dear Dr. Sastry:
We have reviewed your amended 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. References to our prior comments refer to our letter dated May
11, 2020.
Amendment No. 1 to Draft Registration Statement on Form S-1
Prospectus Summary, page 1
1. We note your response
to prior comment 2 regarding your reorganization transaction that
will occur prior to
your initial public offering. Please explain in plain English the purpose
and effect of the
reorganization. For example, it appears that the reorganization is
designed to collapse
the holding company structure. It is still, however, unclear as to
whether there are any
material differences in shareholders' rights or number of shares
outstanding between the
current Amesite, Inc. (i.e. Amesite Parent) and Amesite
Operating Company upon
the close of the reorganization and its initial public offering.
Please describe such
differences either here or in your Description of Capital Stock.
Ann Marie Sastry, Ph.D
FirstName LastNameAnn Marie Sastry, Ph.D
Amesite Operating Company
Comapany NameAmesite Operating Company
June 15, 2020
June 15, 2020 Page 2
Page 2
FirstName LastName
Risk Factors
Our certificate of incorporation provides that the Court of Chancery of the
State of Delaware ...,
page 19
2. You reference on pages 19 and 53 that your certificate will have a
provision that grants
exclusive jurisdiction to federal courts for claims under the
Securities Act. Section 22 of
the Securities Act grants concurrent jurisdiction for both federal and
state courts to hear
claims under the Securities Act. Please revise to clarify the
enforceability of this portion
of your exclusive jurisdiction provision.
Capitalization, page 23
3. You disclose in note (1) that pro forma loss per share after giving
effect to the
reorganization was ($.19) and ($.16) for the nine month periods ended
March 31, 2020
and 2019, respectively. Please revise to disclose the pro forma
weighted average shares
used in your calculations of pro forma loss per share.
Management's Discussion and Analysis of Financial Condition and Plan of
Operations
Financial Position, Liquidity, and Capital Resources, page 31
4. Please describe the conversion rate or formula for the convertible
promissory notes that
are convertible into common stock. Disclose the anticipated amount of
common stock the
noteholders will receive upon conversion at the close of the
reorganization transaction and
close of your offering. Identify the noteholders if they are
affiliates or will become
principal stockholders at the close of your offering and would require
disclosure under
Item 403 of Regulation S-K.
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,
Division of
Corporation Finance
Office of
Technology
cc: Richard Friedman, Esq.