# Amesite Inc.: Form 10-Q for the period ended Mar 31, 2025 - Company: [Amesite Inc.](/companies/amst.md) (CIK 1807166) - Form: 10-Q - Filed: 2025-05-15 - Accepted by EDGAR: May 15, 2025, 20:40 ET - Period: 2025-03-31 - Accession: 0001213900-25-044301 - Inline XBRL: yes - Main document: https://www.sec.gov/Archives/edgar/data/1807166/000121390025044301/ea0241657-10q_amesite.htm - All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1807166/000121390025044301/ ## Figures reported in this filing Standardized XBRL line items for the period ended 2025-03-31. | Line item | Period | Value | XBRL concept | | --- | --- | ---: | --- | | Revenue | 3 months, 2025-01-01 to 2025-03-31 | $30.7k | us-gaap:Revenues | | Revenue | 9 months, 2024-07-01 to 2025-03-31 | $54.7k | us-gaap:Revenues | | Research and development | 3 months, 2025-01-01 to 2025-03-31 | $172.1k | us-gaap:ResearchAndDevelopmentExpense | | Research and development | 9 months, 2024-07-01 to 2025-03-31 | $523.6k | us-gaap:ResearchAndDevelopmentExpense | | Operating income | 3 months, 2025-01-01 to 2025-03-31 | −$687.7k | us-gaap:OperatingIncomeLoss | | Operating income | 9 months, 2024-07-01 to 2025-03-31 | −$2.7m | us-gaap:OperatingIncomeLoss | | Net income | 3 months, 2025-01-01 to 2025-03-31 | −$663.4k | us-gaap:NetIncomeLoss | | Net income | 9 months, 2024-07-01 to 2025-03-31 | −$2.7m | us-gaap:NetIncomeLoss | | Diluted EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.16 | us-gaap:EarningsPerShareDiluted | | Diluted EPS | 9 months, 2024-07-01 to 2025-03-31 | −$0.85 | us-gaap:EarningsPerShareDiluted | | Basic EPS | 3 months, 2025-01-01 to 2025-03-31 | −$0.16 | us-gaap:EarningsPerShareBasic | | Basic EPS | 9 months, 2024-07-01 to 2025-03-31 | −$0.85 | us-gaap:EarningsPerShareBasic | | Diluted shares (weighted) | 3 months, 2025-01-01 to 2025-03-31 | 4,054,939 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Diluted shares (weighted) | 9 months, 2024-07-01 to 2025-03-31 | 3,177,932 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding | | Operating cash flow | 9 months, 2024-07-01 to 2025-03-31 | −$2.0m | us-gaap:NetCashProvidedByUsedInOperatingActivities | | Cash and equivalents | at 2025-03-31 | $2.9m | us-gaap:CashAndCashEquivalentsAtCarryingValue | | Current assets | at 2025-03-31 | $3.1m | us-gaap:AssetsCurrent | | Total assets | at 2025-03-31 | $3.8m | us-gaap:Assets | | Current liabilities | at 2025-03-31 | $211.0k | us-gaap:LiabilitiesCurrent | | Shareholders' equity | at 2025-03-31 | $3.6m | us-gaap:StockholdersEquity | ## Management's discussion and analysis As filed, 21,523 characters. *The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed financial statements and related notes appearing elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and related notes for the year ended June 30, 2024 included in our Annual Report on Form 10-K/A filed with the SEC on January 2, 2025. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors. We discuss factors that we believe could cause or contribute to these differences below and elsewhere in this Quarterly Report on Form 10-Q, including those factors set forth in the section entitled “Cautionary Statement Regarding Forward-Looking Statements” and in the section entitled “Risk Factors” in Part II, Item 1A.* ### Overview 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 nine months ended March 31, 2025 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. The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has had a history of net losses and negative cash flows from operating activities since inception and expects to continue to incur net losses and use cash in its operations in the foreseeable future. We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $2,693,100 for the nine months ended March 31, 2025, and we incurred a net loss of $40.5 million for the period from November 14, 2017 (date of incorporation) to March 31, 2025. 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 knowable 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. In response to the conditions, management plans include generating cash by completing financing transactions, which may include offerings of common stock. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. There is no assurance that the Company will be successful in implementing their plans. 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. ### Basis of Presentation The financial statements contained herein have been prepared in accordance with GAAP and the requirements of the SEC. ### Financial Position, Liquidity, and Capital Resources We are not currently profitable, and we cannot provide any assurance that we will ever be profitable. We incurred a net loss of $2,693,100 for the nine months ended March 31, 2025, and we incurred a net loss of $40.5 million for the period from November 14, 2017 (date of incorporation) to March 31, 2025. During the period from November 14, 2017 (date of incorporation) to September 30, 2020, we raised net proceeds of approximately $11,760,000 from private placement financing transactions (stock and debt). On September 25, 2020, we completed the Offering of 250,000 shares of our common stock, $0.0001 par value per share, at an offering price of $60.00 per share (total net proceeds of approximately $12.8 million after underwriting discounts, commissions, and other offering costs). On August 2, 2021, we entered into a purchase agreement (the “Purchase Agreement”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), under which, subject to specified terms and conditions, we may sell up to $16.5 million shares of common stock. Our net proceeds under the Purchase Agreement will depend on the frequency of sales and the number of shares sold to Lincoln Park and the prices at which we sell shares to Lincoln Park. On August 2, 2021, we sold 63,260 shares of our common stock to Lincoln Park in an initial purchase under the Purchase Agreement for a total purchase price of $1,500,000. We also issued 12,727 shares of our common stock to Lincoln Park as consideration for its irrevocable commitment to purchase our common stock under the Purchase Agreement. Total common stock reserved for this Purchase Agreement is 274,014 shares. On February 16, 2022, we closed on a public offering of common stock and received approximately $2.51 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs. On September 1, 2022, we closed on a public offering of common stock and concurrent private placement of warrants and received approximately $1.85 million of cash proceeds, net of underwriting discounts, commissions, and other offering costs. On January 8, 2025, we closed on a public offering of our common stock and received approximately $3.1 million of cash proceeds, net of underwriting discounts, commissions and other offering costs. As of March 31, 2025, our cash and cash equivalent balance totaled $2,858,963. ### Going Concern The accompanying condensed 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. The Company is developing its customer base and has not completed its efforts to establish a stabilized source of revenue sufficient to cover its expenses. The Company has had a history of net losses and negative cash flows from operating activities since inception and expects to continue to incur net losses and use cash in its operations in the foreseeable future. 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 condensed financial statements. The Company has considered both quantitative and qualitative factors that are known or reasonably known 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. In response to the conditions, management plans include generating cash by completing financing transactions, which may include offerings of common stock. However, these plans are subject to market conditions, and are not within the Company’s control, and therefore, cannot be deemed probable. There is no assurance that the Company will be successful in implementing their plans. 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. The condensed financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might result from the outcome of this uncertainty. ### Critical Accounting Policies and Significant Judgments and Estimates This management’s discussion and analysis of financial condition and results of operations is based on our condensed financial statements, which have been prepared in accordance with GAAP. The preparation of these condensed financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the condensed financial statements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base our estimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actual results may differ from these estimates if conditions differ from our assumptions. While our significant accounting policies are more fully described in Note 2 in the “Notes to Condensed Financial Statements,” we believe the following accounting policies are critical to the process of making significant judgments and estimates in preparation of our condensed financial statements. #### Cash, Cash Equivalents, including US Treasury Market Fund As of March 31, 2025 and June 30, 2024 our cash and cash equivalents totaled $2,858,963 and $2,071,016 respectively with the majority invested in a short-term US Treasury Fund returning approximately 5%. 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 nine months ended March 31, 2025 and 2024 were 4.9% and 5.0%, respectively, and in line with our expectations and the broader market trends for similar investment vehicles. We continuously monitor our investment portfolio, considering market conditions and our liquidity needs, ensuring alignment with our broader financial strategy and risk tolerance. #### Internally-Developed Capitalized Software We capitalize certain costs related to the development of software for our customers, primarily consisting of direct labor and third-party vendor costs associated with creating the software. Software development projects generally include three stages: the preliminary project stage (all costs are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed as incurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the application development stage include costs related to the design and implementation of the selected software components, software build and configuration infrastructure, and software interfaces. Capitalization of costs requires judgment in determining when a project has reached the application development stage, the proportion of time spent in the application development stage, and the period over which we expect to benefit from the use of that software. Once the software is placed in service, these costs are amortized on the straight-line method over the estimated useful life of the software, which is generally three years. The Company capitalized software of $292,200 and $227,600 and recognized amortization expense of $312,709 and $395,165 for the nine months ended March 31, 2025 and 2024, respectively. #### Revenue Recognition We generate substantially all our revenue from contractual arrangements with our clients to provide a comprehensive platform of tightly integrated technology and technology-enabled services related to product offerings. Revenue related to our licensing arrangements is generally recognized ratably over the contract term commencing upon platform delivery. Revenue related to licensing arrangements recognized in a given time period will consist of contracts that went live in the current period or that went live in previous periods and are currently ongoing. We have recorded accounts receivable of $4,440 and $30,060 as of March 31, 2025 and June 30, 2024, 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 $3,835 and $0 as of March 31, 2025 and June 30, 2024 respectively. ### Results of Operations #### Revenue We generated revenues of approximately $31,000 for the three months ended March 31, 2025 as compared to $34,000 for the three months ended March 31, 2024. We generated revenues of approximately $55,000 for the nine months ended March 31, 2025 as compared to $139,000 for the nine months ended March 31, 2024. We have strongly pivoted to growing our customer base while reducing risk and losses, resulting in a larger client base, a short-term reduction in overall revenue and a dramatic reduction in cash burn. Larger, cash-upfront deals were struggling to produce sustainable revenue, as administrative barriers within nonprofits, high price points set by customers, and inability or unwillingness of customers to partner with schools, businesses and other entities to purchase products hampered growth. We continue to believe that AI-powered B2B and B2C solutions, priced affordably, will supplant other similar products in the mid to long term. We have focused all new development work on delivering AI tools to markets 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. #### Stock-Based Compensation We issue four types of stock-based awards under our stock plans: stock options, restricted stock units, deferred 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 option pricing model for estimating the fair value of stock-based awards granted, and expected volatility is based on the historical volatility of the Company’s stock prices. Stock options generally vest over two years from the grant date and generally have ten-year contractual terms. Restricted stock units generally have a term of 12 months from the closing date of the agreement. Stock warrants issued have a term of five years. Information about the assumptions used in the calculation of stock-based compensation expense is set forth in Note 3 in the Notes to Condensed Financial Statements. #### General and Administrative General and administrative expenses consist primarily of personnel and personnel-related expenses, including executive management, legal, finance, human resources and other departments that do not provide direct operational services. General and administrative expenses also include professional fees and other corporate expenses. General and administrative expenses for the three months ended March 31, 2025 were approximately $428,000 as compared to approximately $1,135,000 for the three months ended March 31, 2024. The decrease is largely attributable to a reduction in stock-based compensation. General and administrative expenses for the nine months ended March 31, 2025 were approximately $1,866,000 as compared to $2,017,000 for the nine months ended March 31, 2024. This decrease is primarily attributable to a reduction in stock-based compensation. #### Technology and Content Development Technology and content development expenses consist primarily of personnel and personnel-related expenses and contracted services associated with the ongoing improvement and maintenance of our platform as well as hosting and licensing costs. Technology and content expenses also include the amortization of capitalized software costs. Technology and content development expenses for the three months ended March 31, 2025 were approximately $172,000 as compared to approximately $224,000 for the three months ended March 31, 2024. Technology and content development expenses for the nine months ended March 31, 2025 were approximately $524,000 as compared to $889,000 for the nine months ended March 31, 2024. The decrease is principally related to reductions in headcount and associated administrative costs, reflecting the completion of certain programs that are now offered to our customers and require less staffing to maintain than to build. #### Sales and Marketing Sales and marketing expense consist primarily of activities to attract customers to our offerings. This includes personnel and personnel-related expenses, various search engine and social media costs as well as the cost of advertising. Sales and marketing expenses for the three months ended March 31, 2025 were approximately $118,000 as compared to approximately $139,000 for the three months ended March 31, 2024. Sales and marketing expenses for the nine months ended March 31, 2025 were approximately $411,000 as compared to $603,000 for the nine months ended March 31, 2024. The decrease is principally related to refinement of sales and marketing processes to those that focus messaging directly to our key markets and offer improved lead generation. We have seen increases in marketing qualified leads (MQLs) in both periods, while reducing the overall sales and marketing spends. #### Interest Income For the three months ended March 31, 2025, interest income approximated $24,000 as compared to interest income of $38,000 for the three months ended March 31, 2024. For the nine months ended March 31, 2025, interest income approximated $53,000, as compared to interest income of $148,000 for the nine months ended March 31, 2024. #### Net Loss Our net loss for the three months ended March 31, 2025 was approximately $663,000 as compared to a net loss for the three months ended March 31, 2024 of approximately $1.4 million. The loss for the nine months ended March 31, 2025 was approximately $2.7 million, as compared to $3.2 million for the nine months ended March 31, 2024. The loss was about 16% lower during the nine months ended March 31, 2025 compared to the nine months ended March 31, 2024 as a result of decreased stock compensation and decreases in technology and content development and sales and marketing as discussed above. ### Capital Expenditures During the nine months ended March 31, 2025 and 2024, we had capital asset additions of $292,200 and $228,000, respectively, in capitalized technology and content development. 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 platform. ### Nasdaq Deficiency Letter On November 26, 2024, the Company received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor was it 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, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. On January 10, 2025, the Company submitted a plan to regain compliance. In addition, on January 10, 2025, the Company filed a Current Report on Form 8-K reporting that as a result of the Company’s January 2025 public offering, that it believed that it had regained compliance with the Stockholders’ Equity Requirement. On January 23, 2025, the Company received written notice from Nasdaq that based on the Company’s Form 8-K dated January 10, 2025, Nasdaq has determined that the Company complies with the Stockholders’ Equity Requirement and that if the Company fails to evidence compliance upon filing its next periodic report it may be subject to delisting, at which time Nasdaq will provide written notification to the Company, which the Company may then appeal to a Hearings Panel. The Company intends to take all reasonable measures available to maintain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance that the Company will be successful in maintaining compliance with the Stockholders’ Equity Requirement and all applicable requirements for continued listing. ### Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None. ## Controls and procedures As filed, 3,256 characters. #### Evaluation of Disclosure Controls and Procedures As of the end of the period covered by this Quarterly Report on Form 10-Q, we carried out an evaluation, under the supervision, and with the participation of, our management, including our Chief Executive Officer (principal executive officer) and our Chief Financial Officer (principal financial and accounting officer), of the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective due to certain identified material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, our management concluded that we did not have existing controls and procedures to review and approve journal entries, and that we did not design control(s) procedures (i) to ensure that stock compensation expense is correctly calculated and recorded for employees, (ii) over the classification of stock-based compensation, and (iii) to ensure that deferred revenue is only recorded when payment is received in advance of fulfilling performance obligations. #### Remediation Efforts to Address the Material Weaknesses With the oversight of senior management and our audit committee, we are taking the steps below and plan to take additional measures to remediate the underlying causes of the material weaknesses: - The Company will take steps to remediate the material weaknesses through the documentation of processes and controls for transactions that occur in the course of business, and in the financial statement close, reporting and disclosure processes. - The Company will formalize our process and documentation for monitoring internal control over financial reporting. The documentation will serve as the evidence to ascertain whether the control activities are present and functioning, and provide a foundation for the Company to communicate internal control deficiencies in a timely manner to those parties responsible for taking corrective action. In addition, under the direction of the audit committee of the Board of Directors, management will continue to review and make necessary changes to the overall design of the Company’s internal control environment, as well as to refine policies and procedures to improve the overall effectiveness of internal control over financial reporting of the Company. We cannot be assured that the measures we have taken to date, or plan to implement, will be sufficient to remediate the material weaknesses we have identified or avoid potential future material weaknesses. #### Changes in Internal Controls Over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the period ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. ## Risk factors As filed, 4,360 characters. Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our Annual Report on Form 10-K/A, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes in our risk factors from those previously disclosed in our Annual Report on Form 10-K/A. ***If we are unable to comply with the continued listing requirements of the Nasdaq Capital Market, then our common stock would be delisted from the Nasdaq Capital Market, which would limit investors’ ability to effect transactions in our common stock and subject us to additional trading restrictions.*** On November 26, 2024, the Company received a deficiency letter (the “Nasdaq Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that it was not in compliance with Nasdaq Listing Rule 5550(b)(1), which requires the Company to maintain a minimum of $2,500,000 in stockholders’ equity for continued listing on the Nasdaq Capital Market (the “Stockholders’ Equity Requirement”), nor was it 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, the Company had 45 calendar days from the date of the Nasdaq Letter to submit a plan to regain compliance. On January 10, 2025, the Company submitted a plan to regain compliance. In addition, on January 10, 2025, the Company filed a Current Report on Form 8-K reporting that as a result of the Company’s January 2025 public offering, that it believed that it had regained compliance with the Stockholders’ Equity Requirement. On January 23, 2025, the Company received written notice from Nasdaq that based on the Company’s Form 8-K dated January 10, 2025, Nasdaq has determined that the Company complies with the Stockholders’ Equity Requirement and that if the Company fails to evidence compliance upon filing its next periodic report it may be subject to delisting, at which time Nasdaq will provide written notification to the Company, which the Company may then appeal to a Hearings Panel. The Company intends to take all reasonable measures available to maintain compliance under the Nasdaq Listing Rules and remain listed on Nasdaq. However, there can be no assurance that the Company will be successful in maintaining compliance with the Stockholders’ Equity Requirement and all applicable requirements for continued listing. Neither the Nasdaq Letter nor our noncompliance have an immediate effect on the listing or trading of our common shares, which will continue to trade on the Nasdaq Capital Market under the symbol “AMST.” If the Nasdaq Capital Market delists our common stock from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect the common stock would qualify to be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including: - a limited availability of market quotations for our securities; - reduced liquidity for our securities; - substantially impair our ability to raise additional funds; - the loss of institutional investor interest and a decreased ability to issue additional securities or obtain additional financing in the future; - a determination that our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities; - a limited amount of news and analyst coverage; and - potential breaches of representations or covenants of our agreements pursuant to which we made representations or covenants relating to our compliance with applicable listing requirements, which, regardless of merit, could result in costly litigation, significant liabilities and diversion of our management’s time and attention and could have a material adverse effect on our financial condition, business and results of operations. Filed May 15, 2025. Source: SEC EDGAR, the filing index for accession 0001213900-25-044301. Last ingested by Listed: Oct 24, 2026, 15:07 ET. No prices; not investment advice.