Research Solutions, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer's management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of June 30, 2020, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the company's principal executive and principal financial officers and effected by the company's board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that: (i) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk. 41 Management evaluated the effectiveness of our internal control over financial reporting as of June 30, 2020, using the framework set forth in the report of the Treadway Commission’s Committee of Sponsoring Organizations (“COSO”), “2013 Internal Control - Integrated Framework.” Based upon that evaluation, management believes our internal control over financial reporting was effective as of June 30, 2020. Inherent Limitations on the Effectiveness of Controls Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures. Changes in Internal Controls Over Financial Reporting Management has evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, whether any changes in our internal control over financial reporting that occurred during our last fiscal year have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on the evaluation we conducted, management has concluded that no such changes have occurred. Item 9B. Other Information None. 42 PART III Item 10. Directors, Executive Officers and Corporate Governance The following table sets forth the name, age, position, and date of appointment of each of our directors and executive officers as of September 18, 2020: Name Age Position Date of Appointment Peter Victor Derycz 58 Chief Executive Officer, President and Director January 6, 2006 Alan Louis Urban 51 Chief Financial Officer and Secretary November 3, 2011 Scott Ahlberg 57 Chief Operating Officer July 1, 2007 Marc Nissan 44 Chief Technology Officer July 1, 2007 Rogier van Erkel 45 Chief Sales Officer July 2, 2018 Michiel van der Heijden 49 Chief Product Officer July 1, 2020 John Regazzi (1)(3) 72 Chairman of the Board June 22, 2015 Gen. Merrill McPeak (1)(2) 84 Director November 5, 2010 Chad J. Cooper (1)(4) 50 Director March 31, 2016 Roy W. Olivier (1) 61 Director January 9, 2018 (1) Member of Audit Committee, Compensation Committee, and Nominating and Governance Committee (2) Chairman of the Compensation Committee (3) Chairman of the Audit Committee (4) Chairman of the Nominating and Governance Committee Peter Victor Derycz – Chief Executive Officer and President, Director Mr. Derycz founded Reprints Desk and has served as its Chief Executive Officer and President since January 6, 2006. Mr. Derycz also served as Chairman of the Board from January 6, 2006 through August 19, 2015. Mr. Derycz was a founder of Infotrieve, Inc. in 1989 and served as its President from February 2003 until September 2003. He served as the Chief Executive Officer of Puerto Luperon, Ltd. (Bahamas), a real estate development company, from January 2004 until December 2005. He served on the International Advisory Board of the San Jose State University School of Information, and served as a member of the board of directors of Insignia Systems, Inc. (NASDAQ:ISIG), a consumer products advertising company from 2006 to 2014. Mr. Derycz received a B.A. in Psychology from the University of California at Los Angeles. Our board of directors believes that Mr. Derycz’ familiarity with our day-to-day operations, his strategic vision for our business and his past leadership and management experience make him uniquely qualified to serve as a director. Alan Louis Urban – Chief Financial Officer and Secretary Mr. Urban joined Research Solutions in 2011 and has over 25 years of experience in corporate finance and accounting. Mr. Urban has previously served in numerous senior management positions, including: Vice President of Finance and Treasurer for Infotrieve from 2000 to 2004; Chief Financial Officer of a leading online poker company from 2005 to 2006; and Chief Financial Officer of ReachLocal (NASDAQ:RLOC) from 2007 to 2009, an internet marketing company that ranked #1 on Deloitte’s Tech Fast 500 List. Mr. Urban has also held positions as an audit and tax manager in public accounting, and as an internal auditor. He holds a B.S. in Business, with a concentration in Accounting Theory and Practice, from California State University, Northridge and has been a Certified Public Accountant (currently inactive) since 1998. Scott Ahlberg – Chief Operating Officer Mr. Ahlberg has effectively served as the Chief Operating Officer since July 1, 2007, and has many years of experience in content and startup businesses. Mr. Ahlberg started with Dynamic Information (EbscoDoc) in the 1980s, then went on to lead Sales and Marketing at Infotrieve, Inc. After leaving Infotrieve in 2005 Mr. Ahlberg provided consulting services to ventures in professional networking and medical podcasting. He joined Reprints Desk in 2006. His areas of expertise include strategic planning, operational innovation, copyright and content licensing, and quality management. Mr. Ahlberg has degrees from Stanford University (B.A., 1984) and the University of London (M.A., 1990). Marc Nissan –Chief Technology Officer Mr. Nissan has 15 years of experience in systems architecture and technology build-out. Mr. Nissan is an experienced software developer with strong hands-on management and interpersonal skills. Mr. Nissan has performed full implementation and integration of custom software solutions for clients, including interviewing users, gathering requirements, analysis, design, and documentation. During the past 15 years, Mr. Nissan has held various technology architecture positions at Infotrieve, Ultralink, and MPDN. 43 Rogier van Erkel – Chief Sales Officer Mr. van Erkel has 12 years of sales management experience at Elsevier, an information and analytics company, and one of the world's major providers of scientific, technical and medical information. In his most recent role, he served as sales director, leading a global team and agent network. He managed a diverse sales portfolio consisting of four product groups selling to businesses all over the world. In that role, he specialized in information products, input for discovery tools and solutions to optimize and maximize customer workflow. He also served in other senior sales roles in Elsevier and before that, managed sales and operations teams for five years at Renewi (formerly Van Gansewinkel), a leading waste management company operating across Europe. Mr. van Erkel earned his Master’s degree from the University of Amsterdam and his Bachelor of Arts in Business Economics from Hanze University of Applied Sciences Groningen. For charity, Mr. van Erkel coaches start-ups to improve their sales through his involvement in incubator firms Rockstart and ACE. Michiel van der Heijden – Chief Product Officer Mr. van der Heijden has over 15 years of experience in the STM publishing industry and has held various roles in product technology, product development and business development. His most recent role at industry-leading publisher Springer Nature was VP Business Development, managing a team of product owners, responsible for all institutional academic, government & corporate eBooks and journals business models, including one of the most prestigious scientific journals: Nature. Prior, Mr. van der Heijden worked at another STM publishing giant, Elsevier in various product management roles. He served as the Interim Head of the Central Public Services Department at the University Utrecht Library for 2 years, where he was responsible for the development of the digital University Library. In his final year in University he was a founding partner of a Dutch web company focused on the design and implementation of internet applications for customers in the Education and Cultural field. Mr. van der Heijden received his Masters in Industrial Design Engineering in 1996 from the Technical University of Delft, The Netherlands, specializing in Business & Product Development. John Regazzi – Chairman of the Board Mr. Regazzi was appointed to our board of directors on June 22, 2015 and was appointed Chairman of the Board effective August 20, 2015. Mr. Regazzi is an information services and IT industry innovator, with more than four decades of experience. He is currently managing director of Akoya Capital Partners, a sector-focused private investment firm, where for the last few years he has served as its professional information services sector leader. He has also been a professor at the Long Island University’s College of Education, Information and Technology since 2005, and has served as dean of LIU’s College of Information and Computer Science. Before joining Akoya Capital Partners, Mr. Regazzi served for several years as CEO of Elsevier Inc. and managing director of the NYSE-listed Reed Elsevier, the world’s largest publisher and information services company for journal and related scientific, technical and medical content. At Reed Elsevier, he oversaw its expansive electronic publishing portfolio, with a program staff of 3,000 and revenues exceeding $1 billion. He was previously CEO of Engineering Information, which he helped turn around before being acquired by Reed Elsevier. As a recognized industry thought leader, Mr. Regazzi has designed, launched, and managed some of the most innovative and well-known information services in the professional communities, including the Engineering Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back to the early days of the online and CD-ROM industries. Mr. Regazzi has served on a variety of corporate and industry boards, including the British Standards Institute Group and the American Institute of Physics, and he recently was appointed and serves as chairman of the board of National Technical Information Service, a division of the U.S. Department of Commerce. He currently serves as chairman of DiSTI and Convergered Security Solutions (CSS), both Akoya portfolio companies. Mr. Regazzi earned his B.S. from St. Johns University, M.A. from University of Iowa, M.S. from Columbia University, and Ph.D. in Information Science from Rutgers University. Our board of directors concluded that Mr. Regazzi should serve as a director in light of his extensive experience in the information services industry. General Merrill McPeak – Director Gen. McPeak was appointed to our board of directors on November 5, 2010. He is President of McPeak and Associates, a company he founded in 1995. From 1990 until his retirement from active military service in late-1994, he was chief of staff of the U.S. Air Force. During this period, he was the senior officer responsible for organization, training and equipage of a combined active duty, National Guard, Reserve and civilian work force of over 850,000 people serving at 1,300 locations in the United States and abroad. As a member of the Joint Chiefs of Staff, he and the other service chiefs were military advisors to the Secretary of Defense and the President. Gen. McPeak has served on the board of directors of several publicly traded companies, including long service with Trans World Airlines, Inc. and with the test and measurement company, Tektronix, Inc. He was for many years Chairman of the Board of ECC International Corp., until that company was acquired by Cubic Corporation. Currently, Gen. McPeak is a director of Iovance Biotherapeutics (IOVA, NASDAQ). General McPeak was a founding investor, director and chairman of Ethicspoint, Inc., a software-as-a-service provider of secure, confidential employee reporting systems, that was acquired by private equity at a return making it one of Oregon’s most successful business startups in decades. Our board of directors concluded that Gen. McPeak should serve as a director in light of his demonstrated leadership abilities and years of experience serving on the boards of directors of numerous publicly traded corporations. 44 Chad J. Cooper – Director Mr. Cooper has more than 15 years of experience in the financial markets. He has served in various capacities, including investment management, investment banking and capital markets. Mr. Cooper served as a Board member at ARI Networks (NASDAQ: ARIS) from 2014 to 2017, until True Wind Capital Management took the company private in August 2017. Mr. Cooper currently serves on the Board of YouMail, Inc., and Wings for Crossover, a 501(c)3 non-profit organization. Mr. Cooper has a B.A. in International Relations from the University of Southern California and M.B.A. from Georgetown University. In light of Mr. Cooper's financial and executive experience, our board of directors believes it to be in the Company's best interests that Mr. Cooper serve as a director. Roy W. Olivier – Director Mr. Olivier most recently served as president and CEO of ARI Network Services (formerly NASDAQ: ARIS), a provider of an award-winning suite of SaaS tools and marketing services to OEMs and Dealers worldwide. Before joining ARI in 2006, Mr. Olivier was a consultant to start-up and small and medium-sized businesses. Prior to that, he served as VP of sales and marketing for ProQuest Media Solutions, a business he founded in 1993 and sold to ProQuest in 2000. He previously started and successfully sold tow software startup companies and held various executive and managerial positions with other companies in the telecommunications and computer industries. In light of Mr. Olivier's executive and operational experience, our board of directors believes it to be in the Company's best interests that Mr. Olivier serve as a director. Term of Office Each director serves until our next annual meeting or until his or her successor is duly elected and qualified. Each executive officer is elected by our board of directors and serves at its discretion. Delinquent Section 16(a) Reports Section 16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a) forms they file. Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2020 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows: each of Messrs. Cooper, Nissan and van Erkel failed to timely file a Form 4 reporting one transaction; each of Messrs. Ahlberg and Derycz failed to timely file two Form 4s each reporting one transaction; Mr. Urban failed to timely file three Form 4s each reporting one transaction; and Mr. Cooper failed to timely file one Form 4 reporting six transactions. Audit Committee Financial Expert Our board of directors has a separately designated standing Audit Committee, comprised of Messrs. Regazzi (Chairman), Cooper, McPeak and Olivier, each of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for companies traded on NASDAQ. Our board of directors has determined that Mr. Regazzi qualifies as an “audit committee financial expert” as defined under SEC rules. Code of Ethics Our board of directors has adopted a Code of Ethical Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer and other executive and senior financial officers. The code is available in the Corporate Governance – Code of Ethical Conduct section of our website, www.researchsolutions.investorroom.com. Item 11. Executive Compensation Compensation of Executive Officers The following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer (principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends. 45 Compensation of Executive Officers for Fiscal Years Ended June 30, 2020 and 2019 Name and principle Position Fiscal Year Salary ($) Bonus ($) Stock awards ($) All other compensation ($) Total ($) Peter Victor Derycz 2020 360,700 131,557 100,090 (1) 17,066 609,414 Chief Executive Officer and President 2019 350,200 84,988 106,462 (2) 14,155 555,805 Alan Louis Urban 2020 265,225 97,607 74,261 (3) 17,724 454,818 Chief Financial Officer and Secretary 2019 257,500 63,056 78,985 (4) 15,892 415,433 Scott Ahlberg 2020 233,400 97,607 74,261 (3) 17,889 423,158 Chief Operating Officer 2019 226,600 63,056 78,985 (4) 16,021 384,662 (1) Represents the grant date fair value of 21,700 shares of restricted stock granted on August 1, 2019, 4,333 shares of restricted stock granted on November 12, 2019, 3,875 shares of restricted stock granted on February 11, 2020, and 4,445 shares of restricted stock granted on May 12, 2020. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. (2) Represents the grant date fair value of 40,340 shares of restricted stock granted on August 9, 2018, 4,677 shares of restricted stock granted on November 13, 2018, 3,766 shares of restricted stock granted on February 7, 2019, and 2,444 shares of restricted stock granted on May 17, 2019. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. (3) Represents the grant date fair value of 16,100 shares of restricted stock granted on August 1, 2019, 3,215 shares of restricted stock granted on November 12, 2019, 2,875 shares of restricted stock granted on February 11, 2020, and 3,298 shares of restricted stock granted on May 12, 2020. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. (4) Represents the grant date fair value of 29,929 shares of restricted stock granted on August 9, 2018, 3,470 shares of restricted stock granted on November 13, 2018, 2,794 shares of restricted stock granted on February 7, 2019, and 1,813 shares of restricted stock granted on May 17, 2019. The grant date fair value was estimated using the market price of our common stock at the date of grant. The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. 46 Employment Agreements Peter Victor Derycz On July 1, 2010, we entered into an executive employment agreement with Mr. Derycz which was subsequently amended on June 30, 2020. Under the terms of the executive employment agreement, Mr. Derycz has agreed to serve as our Chief Executive Officer and President on an at-will basis. The term of the agreement ends on June 30, 2021. The agreement provides for a base salary of $371,520 per year. No part of Mr. Derycz’s salary is allocated to his duties as a director of our company. The agreement contains provisions that prohibit Mr. Derycz from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Derycz of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Derycz will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Derycz may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice. Alan Louis Urban On November 3, 2011, we entered into an executive employment agreement with Mr. Urban which was subsequently amended on June 30, 2020. Under the terms of the executive employment agreement, Mr. Urban has agreed to serve as our Chief Financial Officer on an at-will basis. The term of the agreement ends on June 30, 2021. The agreement provides for a base salary of $273,180 per year. The agreement contains provisions that prohibit Mr. Urban from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Urban of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Urban will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Urban may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice. Scott Ahlberg On July 1, 2010, we entered into an executive employment agreement with Mr. Ahlberg which was subsequently amended on June 30, 2020. Under the terms of the executive employment agreement, Mr. Ahlberg has agreed to serve as Chief Operating Officer on an at-will basis. The term of the agreement ends on June 30, 2021. The agreement provides for a base salary of $240,400 per year. The agreement contains provisions that prohibit Mr. Ahlberg from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Ahlberg of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Ahlberg will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Ahlberg may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice. Marc Nissan On July 1, 2013, we entered into an executive employment agreement with Mr. Nissan which was subsequently amended on June 30, 2020. Under the terms of the executive employment agreement, Mr. Nissan has agreed to serve as Chief Technology Officer on an at-will basis. The term of the agreement ends on June 30, 2021. The agreement provides for a base salary of $245,860 per year. The agreement contains provisions that prohibit Mr. Nissan from soliciting our customers or employees during his employment with us and for one year afterward. The agreement also contains provisions that restrict disclosure by Mr. Nissan of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment. We may terminate the agreement at any time, with or without cause. Mr. Nissan will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. Mr. Nissan may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice. 47 Rogier van Erkel On May 18, 2018, we entered into a consulting agreement with Mr. van Erkel. Under the terms of the consulting agreement, Mr. van Erkel has agreed to serve as our Chief Sales Officer. The term of the agreement ends on July 2, 2021. The agreement provides for total compensation of approximately $250,000 per year assuming certain performance targets are attained. The agreement contains provisions that prohibit Mr. van Erkel from serving any interest or taking any action which might conflict with our interests . The agreement also contains provisions that restrict disclosure by Mr. van Erkel of our confidential information and assign ownership to us of inventions related to our business that are created by him during his service with us. After the first year we may terminate the agreement at any time, with or without cause. Mr. van Erkel will be eligible to receive an amount equal to three (3) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. After the first year Mr. van Erkel may terminate the agreement at any time, with or without reason, upon 60 days’ notice. Michiel van der Heijden On July 1, 2020, we entered into a consulting agreement with Mr. van der Heijden. Under the terms of the consulting agreement, Mr. van der Heijden has agreed to serve as our Chief Product Officer. The agreement provides for a base salary of approximately $220,000 per year and additional bonus if certain performance targets are attained. The agreement contains provisions that prohibit Mr. van der Heijden from serving any interest or taking any action which might conflict with our interests. The agreement also contains provisions that restrict disclosure by Mr. van der Heijden of our confidential information and assign ownership to us of inventions related to our business that are created by him during his service with us. After the first year we may terminate the agreement at any time, with or without cause. Mr. van der Heijden will be eligible to receive an amount equal to four (4) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause. After the first year Mr. van der Heijden may terminate the agreement at any time, with or without reason, upon 60 days’ notice. 48 Outstanding Equity at Fiscal Year Ended June 30, 2020 The following table sets forth information regarding stock options, warrants and other stock awards (restricted stock) for each named executive officer as of June 30, 2020. Outstanding Equity Awards at Fiscal Year Ended June 30, 2020 Name Number of securities underlying unexercised options/warrants exercisable (#) Number of securities underlying unexercised options/warrants unexercisable (#) Option/ Warrant exercise price ($) Option/ Warrant expiration date (1) Stock Awards: Number of shares of stock that have not vested (#) Stock Awards: Market value of shares of stock that have not vested ($) Peter Victor Derycz 32,000 - $ 1.25 2/13/2023 - - 16,000 - $ 1.85 5/20/2023 - - 6,000 - $ 1.25 6/23/2021 - - - - - - 915 (2) $ 1,098 (3) - - - - 2,031 (4) $ 2,335 (5) - - - - 2,829 (6) $ 4,498 (7) - - - - 13,447 (8) $ 26,759 (9) - - - - 1,949 (10) $ 4,677 (11) - - - - 1,883 (12) $ 4,425 (13) - - - - 1,426 (14) $ 3,564 (15) - - - - 21,700 (16) $ 59,675 (17) - - - - 4,333 (18) $ 13,562 (19) - - - - 3,875 (20) $ 13,563 (21) - - - - 4,445 (22) $ 13,291 (23) Alan Louis Urban 125,000 - $ 1.30 3/5/2022 - - 24,000 - $ 1.15 2/6/2023 - - 1,800 - $ 1.25 6/23/2021 - - - - - - 678 (2) $ 814 (3) - - - - 1,505 (4) $ 1,731 (5) - - - - 2,099 (6) $ 3,337 (7) - - - - 9,976 (8) $ 19,853 (9) - - - - 1,446 (10) $ 3,470 (11) - - - - 1,397 (12) $ 3,283 (13) - - - - 1,058 (14) $ 2,644 (15) - - - - 16,100 (16) $ 44,275 (17) - - - - 3,215 (18) $ 10,063 (19) - - - - 2,875 (20) $ 10,063 (21) - - - - 3,298 (22) $ 9,861 (23) Scott Ahlberg 20,000 - $ 1.02 7/27/2020 - - 25,600 - $ 1.15 2/6/2023 - - 1,500 - $ 1.25 6/23/2021 - - 75,000 - $ 1.50 12/21/2022 - - - - - - 678 (2) $ 814 (3) - - - - 1,505 (4) $ 1,731 (5) - - - - 2,099 (6) $ 3,337 (7) - - - - 9,976 (8) $ 19,853 (9) - - - - 1,446 (10) $ 3,470 (11) - - - - 1,397 (12) $ 3,283 (13) - - - - 1,058 (14) $ 2,644 (15) - - - - 16,100 (16) $ 44,275 (17) - - - - 3,215 (18) $ 10,063 (19) - - - - 2,875 (20) $ 10,063 (21) - - - - 3,298 (22) $ 9,861 (23) 49 (1) Stock options expire ten years from the grant date. (2) The restricted stock was granted on November 21, 2017 and vest over a three year period, with a one year cliff vesting period. (3) Based on a market closing price per share of common stock of $1.20 on November 21, 2017. (4) The restricted stock was granted on February 8, 2018 and vest over a three year period, with a one year cliff vesting period. (5) Based on a market closing price per share of common stock of $1.15 on February 8, 2018. (6) The restricted stock was granted on May 10, 2018 and vest over a three year period, with a one year cliff vesting period. (7) Based on a market closing price per share of common stock of $1.59 on May 10, 2018. (8) The restricted stock was granted on August 9, 2018 and vest over a three year period, with a one year cliff vesting period. (9) Based on a market closing price per share of common stock of $1.99 on August 9, 2018. (10) The restricted stock was granted on November 13, 2018 and vest over a three year period, with a one year cliff vesting period. (11) Based on a market closing price per share of common stock of $2.40 on November 13, 2018. (12) The restricted stock was granted on February 7, 2019 and vest over a three year period, with a one year cliff vesting period. (13) Based on a market closing price per share of common stock of $2.35 on February 7, 2019. (14) The restricted stock was granted on May 17, 2019 and vest over a three year period, with a one year cliff vesting period. (15) Based on a market closing price per share of common stock of $2.50 on May 17, 2019. (16) The restricted stock was granted on August 1, 2019 and vest over a three year period, with a one year cliff vesting period. (17) Based on a market closing price per share of common stock of $2.75 on August 1, 2019. (18) The restricted stock was granted on November 12, 2019 and vest over a three year period, with a one year cliff vesting period. (19) Based on a market closing price per share of common stock of $3.13 on November 12, 2019. (20) The restricted stock was granted on February 11, 2020 and vest over a three year period, with a one year cliff vesting period. (21) Based on a market closing price per share of common stock of $3.50 on February 11, 2020. (22) The restricted stock was granted on May 12, 2020 and vest over a three year period, with a one year cliff vesting period. (23) Based on a market closing price per share of common stock of $2.99 on May 12, 2020. Compensation of Directors The following table sets forth compensation awarded or paid to our directors for the last fiscal year for the services rendered by them to the Company in all capacities. Director Compensation for the Fiscal Years Ended June 30, 2020 and 2019 Name Fiscal Year Fees earned or paid in cash ($) Warrant and Option Awards ($) Total ($) (a) (b) (d) (h) John Regazzi (1) 2020 36,000 153,000 189,000 2019 36,000 128,000 164,000 Gen. Merrill McPeak (2) 2020 18,000 76,500 94,500 2019 18,000 64,000 82,000 Chad J. Cooper (3) 2020 18,000 76,500 94,500 2019 18,000 64,000 82,000 Roy W. Olivier (4) 2020 18,000 76,500 94,500 2019 8,500 64,000 82,000 (1) Outstanding equity awards as of June 30, 2020 consists of options to purchase 100,000 shares of common stock at $3.13 per share 100,000 shares of common stock at $2.40 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share. (2) Outstanding equity awards as of June 30, 2020 consists of shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, 50,000 shares of common stock at an exercise price of $1.25 per share, shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, options to purchase 50,000 shares of common stock at $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share. 50 (3) Outstanding equity awards as of June 30, 2020 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, 50,000 shares of common stock at $2.40 per share, options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share. (4) Outstanding equity awards as of June 30, 2020 consists of options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, 50,000 shares of common stock at $2.40 per share, options to purchase 65,000 shares of common stock at an exercise price of $1.15 per share. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters The following table sets forth certain information, as of September 18, 2020, with respect to the holdings of (1) each person who is the beneficial owner of more than five percent of our common stock, (2) each of our directors, (3) each named executive officer, and (4) all of our directors and executive officers as a group. Beneficial ownership of the common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes any shares of common stock over which a person exercises sole or shared voting or investment powers, or of which a person has a right to acquire ownership at any time within 60 days of September 18, 2020. Except as otherwise indicated, and subject to applicable community property laws, the persons named in this table have sole voting and investment power with respect to all shares of common stock held by them. The address of each director and officer is c/o Research Solutions, Inc., 10624 S. Eastern Ave., Ste. A-614, Henderson, NV 89052 . Applicable percentage ownership in the following table is based on 26,207,040 shares of common stock outstanding as of September 18, 2020 plus, for each person, any securities that person has the right to acquire within 60 days of September 18, 2020. Name and Address of Beneficial Owner Shares Beneficially Owned Percentage of Shares Greater than 5% Shareholder: Bristol Investment Fund, Ltd. (1) 662 N. Sepulveda Blvd., Suite 300 Los Angeles, CA 90049 3,492,966 13.3 % 12 West Capital Management LP (2) 90 Park Avenue, 41st Floor New York, NY 10016 5,547,076 21.2 % Richard H. Witmer, Jr. 16 Fort Hills Lane Greenwich, CT 06831 2,508,448 9.6 % Samjo Capital, LLC (3) 1345 Avenue of the Americas, 3rd Floor New York, NY 10105 1,323,482 5.1 % Directors and Executive Officers: Peter Victor Derycz (4) 3,780,584 14.4 % Alan Louis Urban (5) 537,990 2.0 % Scott Ahlberg (6) 478,252 1.8 % Marc Nissan (7) 822,384 3.1 % Rogier van Erkel (8) 165,000 0.6 % Michiel van der Heijden - - % John Regazzi (9) 893,500 3.3 % Gen. Merrill McPeak (10) 734,608 2.7 % Chad J. Cooper (11) 693,250 2.6 % Roy W. Olivier (12) 165,000 0.6 % All Directors and Executive Officers as a group (10 persons) (13) 8,270,568 28.7 % (1) Paul Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd. and is the brother-in-law of Peter Victor Derycz. Mr. Kessler previously served as a member of our board of directors from August 18, 2014 through November 6, 2015. (2) Joel Ramin, the General Partner of 12 West Management LP, the investment manager of 12 West Capital Fund LP and 12 West Capital Offshore Fund LP, exercises voting and investment power over the shares held by 12 West Capital Fund LP and 12 West Capital Offshore Fund LP, but disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. (3) Andrew N. Wiener, the sole managing member of Samjo Capital, LLC and Samjo Management, LLC, exercises voting and investment power over the shares held by Samjo Capital, LLC. (4) Includes shares underlying options to purchase 32,000 shares of common stock at an exercise price of $1.25 per share, options to purchase 16,000 shares of common stock at an exercise price of $1.85 per share, and warrants to purchase 6,000 shares of common stock at an exercise price of $1.25 per share, and 58,831 shares of unvested restricted stock. The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. 51 (5) Includes 5,000 shares owned by the wife of Mr. Urban, 5,000 shares owned by each of the three children of Mr. Urban, shares underlying options to purchase 125,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 24,000 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,800 shares of common stock at an exercise price of $1.25 per share, and 46,647 shares of unvested restricted stock. The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. (6) Includes shares underlying options to purchase 75,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 25,600 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 1,500 shares of common stock at an exercise price of $1.25 per share, and 43,647 shares of unvested restricted stock. The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. (7) (8) Includes shares underlying options to purchase 100,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 100,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 28,800 shares of common stock at an exercise price of $1.15 per share, and warrants to purchase 3,000 shares of common stock at an exercise price of $1.25 per share, and 45,730 shares of unvested restricted stock. The restricted stock vests over a three year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met. Includes shares underlying options to purchase 150,000 shares of common stock at an exercise price of $1.95 per share, and warrants to purchase 15,000 shares of common stock at an exercise price of $1.25 per share (9) Includes shares underlying warrants to purchase 22,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share. (10) Includes shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.25 per share, warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, warrants to purchase 7,500 shares of common stock at an exercise price of $1.25 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share. (11) Includes 223,000 shares of common stock held by the Cooper Family Trust Dated 8/1/2004 and 26,500 shares of common stock held by Mr. Cooper’s IRA and SEP IRA, and shares underlying warrants to purchase 100,000 shares of common stock at an exercise price of $1.25 per share, and options to purchase 43,750 shares of common stock at an exercise price of $1.09 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share. Mr. Cooper exercises voting and investment power over the shares held by the Cooper Family Trust Dated 8/1/2004, and his IRA and SEP IRA. (12) Includes shares underlying options to purchase 65,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share. (13) Includes shares underlying warrants to purchase 257,300 shares of common stock, and shares underlying options to purchase 2,331,150 shares of common stock. Equity Compensation Plan Information In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. On November 12, 2019, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Plan increased from 1,874,513 to 2,374,513. As of June 30, 2020, there were 622,429 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan. The following table provides information as of June 30, 2020 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance. 52 Plan category Number of securities to be issued upon exercise of outstanding options, warrants and rights Weighted average exercise price of outstanding options, warrants and rights (1) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (a) (b) (c) Equity compensation plans approved by stockholders (2007 Equity Compensation Plan, and 2017 Omnibus Incentive Plan) 5,604,946 (2) $ 1.56 622,429 Equity compensation plans not approved by stockholders 200,000 (3) 1.22 - Total 5,804,946 622,429 (1) The weighted average exercise price excludes restricted stock awards, which have no exercise price. (2) Shares underlying options to purchase 3,327,580 shares of common stock and 2,277,366 shares of restricted common stock. Item 13. Certain Relationships and Related Transactions, and Director Independence Other than the transactions described herein, since July 1, 2018, there has not been, nor is there currently proposed, any transaction or series of similar transactions to which we were or will be a party in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years; and in which any director, executive officer, shareholder who beneficially owns more than 5% of our common stock or any member of their immediate family had or will have a direct or indirect material interest. Director Independence Our board of directors currently consists of five members: Messrs. Regazzi (Chairman), Derycz, McPeak, Cooper and Olivier. Our board of directors has determined that Mr. Regazzi, Gen. McPeak, Mr. Cooper and Mr. Olivier are independent directors as that term is defined in the applicable rules for companies traded on NASDAQ. Mr. Regazzi, Gen. McPeak, Mr. Cooper and Mr. Olivier are each members of the Audit Committee, Compensation Committee and Nominating and Governance Committee of our board of directors, and each of them meets NASDAQ’s independence standards for members of such committees. Item 14. Principal Accounting Fees and Services Summary of Principal Accounting Fees for Professional Services Rendered The following table presents the aggregate fees for professional audit services and other services rendered by Weinberg & Company, P.A., our independent registered public accountants in the fiscal years ended June 30, 2020 and 2019. Year Ended June 30, 2020 Year Ended June 30, 2019 Audit Fees $ 118,524 $ 112,882 Audit-Related Fees - - Tax Fees 27,373 35,121 All Other Fees - - Total $ 145,897 $ 148,003 Audit Fees c onsist of amounts billed for professional services rendered for the audit of our annual consolidated financial statements included in our Annual Reports on Form 10-K, and reviews of our interim consolidated financial statements included in our Quarterly Reports on Form 10-Q, including amendments thereto. Audit-Related Fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but are not reported under “Audit Fees.” 53 Tax Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax returns and related compliance matters. All Other Fees consists of amounts billed for services other than those noted above. The audit committee of our board of directors has considered whether the provision of the services described above for the fiscal years ended June 30, 2020 and 2019, is compatible with maintaining the auditor’s independence. All audit and non-audit services that may be provided by our principal accountant to us shall require pre-approval by the audit committee of our board of directors. Further, our auditor shall not provide those services to us specifically prohibited by the SEC, including bookkeeping or other services related to the accounting records or financial statements of the audit client; financial information systems design and implementation; appraisal or valuation services, fairness opinion, or contribution-in-kind reports; actuarial services; internal audit outsourcing services; management functions; human resources; broker-dealer, investment adviser, or investment banking services; legal services and expert services unrelated to the audit; and any other service that the Public Company Accounting Oversight Board determines, by regulation, is impermissible. PART IV Item 15. Exhibits and Financial Statement Schedules (a)(1) Financial Statements. The financial statements of Research Solutions, Inc. and its subsidiaries and the independent registered public accounting firm’s report dated September 24, 2020, are incorporated by reference to Item 8 of this report. (a)(2) and (c) Financial Statement Schedules Not required. (a)(3) and (b) Exhibits EXHIBIT INDEX Exhibit Number Description 2 Share Exchange Agreement between Research Solutions, Inc. and Reprints Desk Inc. dated November 13, 2006. (Incorporated by reference to Exhibit 2.1 to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.) 3.1.1 Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.) 3.1.2 Articles of Merger Effective March 4, 2013. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 6, 2013.) 3.2 Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on October 17, 2012.) 4 Description of the registrant’s common stock. 10.1 Executive Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.3 to the registrant’s Annual Report on Form 10-K filed on September 28, 2010.)++ 10.2 Executive Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.5 to the registrant’s Annual Report on Form 10-K filed on September 28, 2010.)++ 10.3 Form of Common Stock Purchase Warrant dated November 5, 2010. (Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on November 12, 2010.)++ 10.4 Executive Employment Agreement dated November 3, 2011, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Louis Urban. (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 9, 2011.)++ 10.5 Form of Common Stock Purchase Warrant dated December 19, 2011. (Incorporated by reference to Exhibit 10.10 to the registrant’s Registration Statement on Form S-1 filed on July 22, 2016)++ 10.6 Amendment to Executive Employment Agreement dated July 1, 2012, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed on September 28, 2012.)++ 10.7 Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.10 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++ 54 Exhibit Number Description 10.8 Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++ 10.9 Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Louis Urban. (Incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++ 10.10 Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.23 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++ 10.11 Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++ 10.12 Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Louis Urban. (Incorporated by reference to Exhibit 10.26 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++ 10.13 Securities Purchase Agreement dated June 23, 2016, among Research Solutions, Inc. and the Investors signatory thereto. (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed on June 28, 2016.) 10.14 Registration Rights Agreement dated June 24, 2016, among Research Solutions, Inc. and the Investors signatory thereto. (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on June 28, 2016.) 10.15 Form of Common Stock Purchase Warrant dated June 24, 2016. (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on June 28, 2016.) 10.16 Office Lease dated December 29, 2016 between Research Solutions, Inc. and Douglas Emmett 2014, LLC. (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 6, 2017.) 10.17 Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.30 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++ 10.18 Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++ 10.19 Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Urban. (Incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++ 10.20 Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc. and Marc Nissan. (Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++ 10.21 Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc. and Marc Nissan. (Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++ 10.22 Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc. and Marc Nissan. (Incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++ 10.23 Amended and Restated Loan and Security Agreement dated October 31, 2017, between Silicon Valley Bank, Research Solutions, Inc. and Reprints Desk, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed February 14, 2018.) 10.24 Consulting Agreement dated May 31, 2018, between Reprints Desk, Inc. and Rogier Sales Consultancy. (Incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++ 10.25 Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++ 10.26 Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Urban. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++ 10.27 Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++ 10.28 Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc. and Marc Nissan. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++ 10.29 First Amendment to Amended and Restated Loan and Security Agreement, effective December 31, 2019, among Silicon Valley Bank, Research Solutions, Inc. and Reprints Desk, Inc. 10.30 Second Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, among Silicon Valley Bank, Research Solutions, Inc. and Reprints Desk, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 14, 2020.) 55 Exhibit Number Description 10.31 Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc. and Peter Victor Derycz. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++ 10.32 Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc. and Alan Urban. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++ 10.33 Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc. and Scott Ahlberg. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++ 10.34 Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc. and Marc Nissan. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++ 10.35 Consulting Agreement dated July 1, 2020, between Reprints Desk, Inc. and Michiel van derHeijden BV.++ 21 List of Subsidiaries. (Incorporated by reference to Exhibit 21 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.) 23 Consent of Independent Registered Pubic Accounting Firm. 24 Power of Attorney. (Incorporated by reference to the signature page hereto.) 31.1 Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer 31.2 Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer 32.1 Section 1350 Certification of Chief Executive Officer * 32.2 Section 1350 Certification of Chief Financial Officer * 99.1 2007 Equity Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.)++ 99.2 Amendment No. 1 to 2007 Equity Compensation Plan. (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on October 29, 2012.)++ 99.3 Amendment No. 2 to 2007 Equity Compensation Plan. (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on October 13, 2014.)++ 99.4 Amendment No. 3 to 2007 Equity Compensation Plan. (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 26, 2016.)++ 99.5 2017 Omnibus Incentive Plan. (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 26, 2017.)++ 99.6 Amendment No. 1 to 2017 Omnibus Incentive Plan. (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 21, 2019.)++ 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase 101.LAB Inline XBRL Taxonomy Extension Label Linkbase 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase * Furnished herewith ++ Indicates management contract or compensatory plan. Item 16. Form 10-K Summary None. 56 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. RESEARCH SOLUTIONS, INC. By: /s/ Peter Victor Derycz Peter Victor Derycz Date: September 24, 2020 Chief Executive Officer (Principal Executive Officer) By: /s/ Alan Louis Urban Alan Louis Urban Date: September 24, 2020 Chief Financial Officer (Principal Financial and Accounting Officer) POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Peter Victor Derycz and Alan Urban, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Peter Victor Derycz Peter Victor Derycz Chief Executive Officer (Principal Executive September 24, 2020 Officer), President and Director /s/ Alan Louis Urban Alan Louis Urban Chief Financial Officer (Principal Financial September 24, 2020 and Accounting Officer) and Secretary /s/ John Regazzi John Regazzi Chairman of the Board September 24, 2020 /s/ Roy W. Olivier Roy W. Olivier Director September 24, 2020 /s/ Merrill McPeak Merrill McPeak Director September 24, 2020 /s/ Chad J. Cooper Chad J. Cooper Director September 24, 2020