What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2025-09-19 compared with 2024-09-20 · 339 added, 228 removed, 442 unchanged (56% of the section changed)

6 unchanged sentences

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Research Solutions, Inc.

and Subsidiaries (the “Company”) as of June 30, 2024 and 2023, the related consolidated statements of operations and other comprehensive income (loss), changes in stockholders’ equity, and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024 and 2023, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

We have audited the accompanying consolidated balance sheet of Research Solutions, Inc.

and Subsidiaries (the “Company”), as of June 30, 2025 and the related consolidated statements of operations and other comprehensive income (loss), changes in stockholders’ equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2025, and the results of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.

Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Our audits also included evaluating the accounting principles used and the significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgements.

We determined that there were no critical audit matters.

We have served as the Company’s auditor since 2025.

/s/ Wipfli LLP

Radnor, Pennsylvania

September 19, 2025

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Research Solutions, Inc.

and Subsidiaries

Henderson, Nevada

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of Research Solutions, Inc.

and Subsidiaries (the “Company”) as of June 30, 2024, the related consolidated statements of operations and other comprehensive loss, changes in stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”).

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of June 30, 2024, and the result of its operations and its cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audits.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

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Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audits provide a reasonable basis for our opinion.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

(1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of the critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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In connection with the acquisitions, the Company acquired $10.9 million of intangible assets, including $10.8 million for developed technology assets.

The developed technology assets were valued using the multi-

period excess earnings method under the income approach.

The present value of projected future cash flows included significant judgment and assumptions regarding projected future revenues, projected expenses, and the discount rate for the technology asset.

The developed technology assets were valued using the multi-period excess earnings method under the income approach.

The present value of projected future cash flows included significant judgment and assumptions regarding projected future revenues, projected expenses, and the discount rate for

the technology asset.

The fair value of the contingent earnout liability is calculated using Monte Carlo simulation based on corresponding projected recurring revenue, as defined in the acquisition agreements.

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● We assessed the appropriateness of the presentation and disclosure of these accounting elements in the financial statements.

We have served as the Company’s auditor since 2006.

/s/ Weinberg and Company, P.A

We have served as the Company’s auditor from 2006 through 2024.

/s/ Weinberg & Company P.A.

Los Angeles, California

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Property and equipment, net of accumulated depreciation of $ 964,883 and $ 922,558 , respectively

Intangible assets, net of accumulated amortization of $ 1,535,310 and $ 747,355 , respectively ($ 8,343,056 provisional)

Goodwill ($ 13,171,486 provisional)

Intangible assets, net of accumulated amortization of $ 2,736,773 and $ 1,535,310 , respectively

Deposits and other assets

3 unchanged sentences

Deferred revenue

Contingent earnout liability, current portion

Total current liabilities

Non-current liabilities:

Contingent earnout liability

Contingent earnout liability, long-term portion

Total liabilities

30 unchanged sentences

( 1,748,526 )

Income (loss) from operations before provision for income taxes

( 3,237,071 )

Income (loss) before provision for income taxes

( 3,673,526 )

Provision for income taxes

20 unchanged sentences

( 22,522,649 )

Fair value of vested stock options

Fair value of vested restricted common stock

Stock options expense

Restricted common stock expense

Grant of restricted common stock

Forfeited restricted common stock

Fair value of vested unrestricted common stock

Repurchase of common stock

Common stock issued upon exercise of stock options

Modification cost of stock options

Net income for the period

Common stock issued for acquisition of Scite

Modification cost of accelerated vesting of restricted common stock

Net loss for the period

( 3,786,597 )

Foreign currency translation

1 unchanged sentence

( 26,309,246 )

Fair value of vested stock options

Fair value of vested restricted common stock

Stock options expense

Restricted common stock expense

Grant of restricted common stock

Forfeited restricted common stock

1 unchanged sentence

Common stock issued upon exercise of stock options

Common stock issued for acquisition of Scite

Modification cost of accelerated vesting of restricted common stock

Net loss for the period

( 3,786,597 )

Net income for the period

Foreign currency translation

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Depreciation and amortization

Fair value of vested stock options

Fair value of vested restricted common stock

Fair value of vested unrestricted common stock

Stock options expense

Restricted common stock expense

Modification cost of accelerated vesting of restricted common stock

5 unchanged sentences

Accounts payable and accrued expenses

( 1,426,282 )

Deferred revenue

6 unchanged sentences

( 7,305,493 )

Payment for non-refundable deposit for asset acquisition

Net cash used in investing activities

21 unchanged sentences

Research Solutions, Inc.

(the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with five wholly owned subsidiaries as of June 30, 2024:

Reprints Desk, Inc., a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S.

Reprints Desk, Inc., (“Reprints Desk”) a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S.

de C.V., an entity organized under the laws of Mexico, and RESSOL LA, S.

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Nature of Business

We provide software and related services to help research intensive organizations save time and money.

We offer various software platforms (“Platform” or “Platforms”) that are typically sold to corporate, academic, government and individual researchers as cloud-based software-as-a-service (“SaaS”) via auto-renewing license agreements.

Corporate, academic, and government customers typically sign up under annual agreements.

We are a vertical software-as-a-service (“SaaS”) and artificial intelligence (“AI”) company providing software and related services to help research-intensive organizations simplify the research process, save time and money.

We offer various software platforms (“Platform” or “Platforms”) that are typically sold to corporate, academic, government and individual researchers as cloud-based SaaS via auto-renewing license agreements.

Corporate, academic, and government customers typically sign up under annual or multi-year agreements paid annually in advance.

Individual researchers can sign up under an annual or a month-to-month agreement and are typically billed monthly.

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When one or more of the Platform solutions are used to purchase Transactions, customers pay for those transactions through monthly billing or via credit card for individual researchers.

Our Platforms enable life science and other research-intensive organizations to accelerate their research and development activities through our advanced discovery tools (i.e.

search), tools to access and buy STM articles required to support their research (i.e.

acquire), as well as tools that manage that content across the enterprise and on an individual basis (i.e.

The Platforms typically deliver an ROI to the customer by reducing the amount of time it takes a research organization to find, acquire and manage content, in addition to also driving down the ultimate cost per article over time.

In addition, our Platforms facilitate rights and permissions for customers to re-use content, ensuring copyright compliance for research, regulatory and marketing use cases as well as the utilization of content with AI applications and for the training of AI models.

Our Platforms enable life science and other research-intensive organizations to simplify their research and development activities through our advanced search (i.e.

Discovery Tools), tools to access and buy STM articles required to support their research (i.e.

Access), as well as tools that manage that content across the enterprise and on an individual basis (i.e.

The Platforms also include advanced AI (“Generative AI”) based assistants to help researchers understand the quality of the articles they are reviewing, speed up the review process, and to more fully understand how various research papers relate to each other.

In addition to STM content, the Platforms provide additional context to the research process by including the ability to search and assimilate a variety of other types of data such as Patent, Clinical Trial, Regulatory and Competitive Intelligence data.

They also typically deliver a return on investment to the customer by reducing the amount of time it takes a research organization to find, acquire and manage content, in addition to also driving down the ultimate cost per article and overall research costs over time.

Our cloud-based SaaS Platforms consist of proprietary software and Internet-based interfaces sold to customers through an annual or monthly subscription fee.

Legacy functionality falls into three areas.

Discover – These solutions facilitate search (discovery) across virtually all STM articles available.

The solutions we offer include free (basic) search solutions and advanced search tools like the Resolute.ai and scite.ai products.

Discovery Tools – Our Scite.ai and Resolute.ai solutions facilitate search (discovery) across virtually all STM articles available.

These solutions include basic search solutions and advanced search tools.

These tools allow for searching and identifying relevant research and then purchasing that research through one of our other solutions.

In addition, these tools increasingly enable users to find insights in other datasets adjacent to STM content, such as Clinical Trial, Patent, Life Science & MedTech Regulatory information, Competitor and Technology landscape insights, in addition to searching the customer’s internal datasets.

Scite.ai includes full text search capability on most of the world’s STM content providing better search results and citation information as supporting or contrasting evidence.

This powers our AI assistant and literature search engine and gives researchers better insights into any topic.

The advanced search solutions are sold through a seat, enterprise, or individual license.

Our Platform is deployed as a single, multi-tenant system across our entire customer base.

Customers securely access the Platform through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems.

The Platform can also be configured to satisfy a customer’s individual preferences.

We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Acquire – Our Article Galaxy® (“AG”) solution allows for research organizations to load their entitlements (subscriptions, discount or token packages, and their existing library of articles) and AG manages those entitlements in the background enabling the researchers to focus on acquiring articles they need quickly and efficiently at the lowest possible cost.

When used in conjunction with our discovery Platforms, customers can initiate orders, route orders based on the lowest cost to acquire, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems.

Manage – Our References solution allows users to access the article inside the Platform including setting up personal folders or team folders and allows researchers to markup and take notes on the articles in a supported browser on a desktop or tablet.

We use Artificial Intelligence (“AI”) in several parts of the research workflow today and will continually add capability as we move forward.

Today we offer an AI based recommendation engine in our Discover, Acquire, and Manage Platform solutions.

We also offer an AI based “assistant” in some of our solutions to allow the researcher to ask questions about articles, groups of articles (folders), and more.

We also have the capability to provide full text search on STM content in the scite.ai Platform where the publisher gives us the rights to do so.

Using Resolute.ai and scite.ai technology, we plan to release several new Platform solutions to enhance the research workflows described above and add new solutions to support the analysis functions that exist in our typical customer base.

Our Platforms are deployed as a single, multi-tenant system across our entire customer base.

The Platform can also be configured to satisfy a customer’s individual preferences.

We leverage our Platform efficiencies in scalability, stability and development costs to fuel rapid innovation and to gain a competitive advantage.

We provide our researchers with a single source to the universe of published STM content that includes over 100 million existing STM articles and over 2 to 4 million newly published STM articles each year.

STM content is sold to our customers on a per transaction basis.

These Platforms are deployed as a single, multi-tenant system across our entire customer base.

Customers securely access the Platforms through online web interfaces and via web service APIs that enable

customers to leverage Platform features and functionality from within in-house and third-party software systems.

The Platforms can also be configured to satisfy a customer’s individual preferences.

We leverage our Platforms’ efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Access – Our Article Galaxy® (“AG”) and Article Galaxy Scholar (Academic Library version) (“AGS”) solutions allow for research organizations to load their entitlements (subscriptions, discount or token packages, and their existing content library of articles) and AG/AGS manages those entitlements in the background enabling the researchers to focus on acquiring articles they need quickly and efficiently at the lowest possible cost.

When used in conjunction with our Discovery Tools Platforms, customers can initiate orders, route orders based on the lowest cost to acquire, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems.

In addition, Article Galaxy facilitates rights and permissions for various re-use cases, including the utilization in AI applications and training of AI applications, ensuring copyright compliance for our customers.

Manage – Our References solution offers a comprehensive reference management solution with built-in document delivery capabilities specifically designed to meet the collaboration and security needs of research- intensive organizations.

This user-friendly Platform enables researchers to seamlessly organize their literature, collaborate with team members, and access a vast collection of scientific content.

By integrating organization tools with instant access to millions of scholarly articles, our References solution streamlines the research workflow and enhances productivity for scientific professionals.

AI models are integral to powering the unique insights our platforms provide as well as the user experience customers enjoy.

Natural language processing (“NLP”) and AI models are used to enhance metadata, define connections between topics and content items as well as to generate data and metrics employed to enable users to rapidly identify and understand the value of content they need for their research.

We also use state of the art AI models, such as Large Language Models to include Generative AI “assistants” in several parts of the research workflow today and will continually add capability as we move forward.

Today we employ Generative AI technologies as a basis for our recommendation engine in our Discovery Tools, Access, and Manage Platform solutions.

In addition, Generative AI based “assistants” in some of our solutions allow the researcher to ask questions about articles, groups of articles (folders), and more.

We also have the capability to provide near full text search on STM content in the Scite.ai solution where the publisher gives us the rights to do so.

The ability to not only mine an article’s full text but also show snippets of full text is unique to our Company and allows our Generative AI assistants to provide highly accurate results with a very low incidence of hallucinations as part of a Retrieval Augmented Generation framework focused just on STM content.

We plan to release several new Platform solutions to enhance the research workflows described above and add new solutions to support the analysis functions that exist in our typical customer base.

Our Platforms are generally deployed as a single, multi-tenant system across our entire customer base.

Customers securely access the Platforms through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems.

Our Platforms can also be configured to satisfy a customer’s individual preferences.

We leverage our Platforms efficiencies in scalability, stability and development costs to fuel rapid innovation and to gain a competitive advantage.

We provide our researchers with a single source to the universe of published STM content that includes over 200 million existing STM journal articles for instant download, 50 million journal articles for rent, 10 million online book chapters, and 45 million only in print journal articles.

In addition, we add between 2 to 4 million newly published STM articles each year.

STM content is rented or sold to our customers on a per transaction basis.

Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities.

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Core to many of our Platform solutions is providing our customers with ways to find and download digital versions of STM articles that are critical to their research.

Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour;

in most cases under one minute.

Customers submit orders for the articles they need which we

source and electronically deliver to them generally in under an hour, in most cases in seconds.

This service is generally known in the industry as single article delivery or document delivery.

We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws.

We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws and we are expanding these services to include the use of content in AI applications and for the training of AI models.

We have arrangements with hundreds of content publishers that allow us to distribute their content.

The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of seconds.

While a vast majority of the articles are available in electronic form, the Company also has workflows to deliver older paper-based articles through relationships we have built with libraries around the world.

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Actual results could differ from these estimates.

These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

These estimates and assumptions include estimates for reserves of uncollectible accounts, the valuation of goodwill and intangible assets related to the Company’s acquisitions, accruals for contingent earnout liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Cash and Cash Equivalents

For purposes of the statements of cash flows, the Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less.

The Company defines cash equivalents as all highly liquid debt instruments purchased with an original maturity of three months or less.

In all periods presented, cash equivalents consist primarily of money market funds.

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The Company is required to use observable market data if such data is available without undue cost and effort.

The Company has no fair value items required to be disclosed as of June 30, 2023 under these requirements.

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of June 30, 2024:

Year ended June 30, 2024

Contingent earnout liability

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of June 30, 2025 and 2024:

As of June 30, 2025

As of June 30, 2024

Scite contingent earnout liability

Total liabilities

Our contingent earnout liability related to acquisitions, which are further discussed in Note 9 to the consolidated financial statements, are in the “Level 3” category for valuation purposes.

During the years ended June 30, 2025 and 2024, a change in fair value of the Scite contingent liability of $ 1,748,526 and $ 5,104,114 , respectively, were recognized as loss in the accompanying consolidated statements of operations and comprehensive income (loss).

During the year ended June 30, 2024, the Company recorded a $ 1,867,043 gain on the change in ResoluteAI earnout liability, which was reduced to zero .

Our contingent earnout liability related to the Scite acquisition, which is further discussed in Note 9 to the consolidated financial statements, is in the “Level 3” category for valuation purposes.

For the year ended June 30, 2024, the contingent earnout liability fair value was estimated with the assistance of a valuation specialist, using a Monte Carlo simulation of discounted future cash flows based on management’s forecast and a 10 % discount rate.

Due to the uncertainty of the significant unobservable inputs into the Monte Carlo simulation, actual results may differ under different estimates and assumptions.

For the year ended June 30, 2025, the contingent earnout liability fair value was estimated using the ending business to consumer annual recurring revenue figures as of June 30, 2025 and a 9 % discount rate.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments.

Allowance for Credit Losses

The Company’s trade accounts receivable are recorded at amounts billed to customers and presented on the balance sheet net of the allowance for estimated credit losses.

The Company’s trade accounts receivable are recorded at amounts billed to customers and presented on the consolidated balance sheet net of the allowance for estimated credit losses, and typically due within 30 days .

The Company evaluates the collectability of its trade accounts receivable based on a number of factors.

In circumstances where the Company becomes aware of a specific customer’s inability to meet its financial obligations to the Company, a specific reserve for bad debts is estimated and recorded, which reduces the recognized receivable to the estimated amount the Company believes will ultimately be collected.

In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses and an overall assessment of past due trade accounts receivable outstanding.

In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on the Company’s historical losses, the Company’s forecast and an overall assessment of trade accounts receivable outstanding.

The Company established an allowance for doubtful accounts of $ 182,324 and $ 68,579 as of June 30, 2025 and 2024, respectively.

The Company added provisions and reserve adjustments of approximately $ 163,000 and $ 99,000 in the years ended June 30, 2025 and 2024, respectively.

The Company had write-offs of approximately $ 49,000 and $ 80,000 in the years ended June 30, 2025 and 2024, respectively.

Concentration of Credit Risk

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The Company does not anticipate incurring any losses related to these credit risks.

The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral.

The Company extends credit based on an evaluation of the customer’s financial condition, generally without

Exposure to losses on receivables is principally dependent on each customer’s financial condition.

The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

Cash denominated in Euros and British Pounds with an aggregate US Dollar equivalent of $ 294,145 and $ 1,760,323 at June 30, 2024 and 2023, respectively, was held in accounts at financial institutions located in Europe.

Cash denominated in Euros, British Pounds and Japanese Yen with an aggregate US Dollar equivalent of $ 426,658 and $ 630,680 at June 30, 2025 and 2024, respectively, was held by Reprints Desk in accounts at financial institutions.

The Company has no customers that represent 10% of revenue or more for the years ended June 30, 2025 and 2024.

The Company has no customers that represent 10% of accounts receivable at June 30, 2025 and 2024.

The following table summarizes our content costs from our vendors:

The following table summarizes vendor concentrations for content cost:

Software Costs

Based on its nature, the Company’s software development costs are expensed as incurred.

The finalization of the Company’s project development process precipitates the rapid commercialization and deployment of new products and enhancements.

The Company continuously reviews its projects, processes and the nature of its software development costs to determine if there are changes that would meet the requirements for capitalization under ASC 350-40, Internal-Use Software.

Research and Development Costs

The Company’s research and development costs are primarily comprised of technology and product development personnel and cloud computing service costs.

The total research and development costs during the years ended June 30, 2025 and 2024 were $ 2,530,959 and $ 2,433,400 , respectively and were included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Advertising Costs

The Company’s advertising costs are expensed as incurred in accordance with ASC 720-35, Advertising Costs.

The total advertising expense during the years ended June 30, 2025 and 2024 were $ 1,630,259 and $ 770,629 , respectively, and were included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

Property and Equipment

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Management assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.

If there is indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If there is an indication of impairment, management prepares an estimate of future cash flows expected to result from the use of the asset and its eventual disposition.

If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.

For the years ended June 30, 2025 and 2024, the Company did not recognize any impairments for its property and equipment.

Long-lived Assets

The Company reviews all long-lived assets, including property and equipment and finite-lived intangible assets, for impairment when circumstances indicate that their carrying values may not be recoverable.

If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations and comprehensive income (loss).

For the years ended June 30, 2025 and 2024, the Company did no t recognize any impairments for its long-lived assets.

Revenue Recognition

The Company accounts for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”).

The Company accounts for revenue in accordance with FASB ASC Topic 606, Revenue from Contracts with Customers (Topic 606), (“ASC 606”).

The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

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The Company derives its revenues from two sources:

annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platform (“Platform” and “Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

annual or monthly licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platforms and the transactional sale of STM content managed, sourced and delivered through the Platform.

In the years ended June 30, 2025 and 2024, the Company recognized revenue of $ 6,448,940 and $ 4,898,368 that was included in the deferred revenue at the beginning of each respective period.

This revenue was recorded for the fulfillment of performance obligations related to cloud-based software subscriptions.

Deferred revenue and accounts receivable were $ 6,424,724 and $ 6,153,063 as of June 30, 2023, respectively.

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

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● recognize revenue as the performance obligation is satisfied.

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platform.

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platforms.

Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met.

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Cost of Revenue

Cost of Platform revenue consists primarily of personnel costs of our operations team, and to a lesser extent managed hosting providers and other third-party service and data providers.

Cost of Platform revenue consists primarily of personnel costs of our operations team, and managed hosting providers and other third-party service and data providers.

Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers.

Segment Reporting

The Company operates in a single segment based on how the chief operating decision maker (“CODM”) views and evaluates the Company’s operations in making operational and strategic decisions and assessments of financial performance.

The Company operates in a single segment which derives its revenue from subscription fees from its cloud-based SaaS Platforms and transactional service fees for the electronic delivery of singles articles, and a corresponding copyright fee for the permitted use of the content and it is based on how the chief operating decision maker (“CODM”) views and evaluates the Company’s operations in making operational and strategic decisions and assessments of financial performance.

The Company’s President has been identified as the CODM.

The CODM regularly reviews revenue, certain significant expense categories, net income (loss) and select balance sheet items in evaluating segment performance.

The significant segment expense categories and other segment items provided to the CODM and included in the measure of segment profit or loss are presented below.

Years ended June 30,

Cost of revenue

Gross profit margin

Selling, general and administrative expenses:

Sales and marketing

Technology and product development

General and administrative

Stock-based compensation expense

Foreign currency transaction loss (gain)

Total selling, general and administrative expenses

Depreciation and amortization

Net income (loss)

( 3,786,597 )

Segment net income (loss) includes other income, change in fair value of contingent earnout liability and income taxes.

The CODM also reviews the following balance sheet items at period-end as part of performance monitoring and resource allocation decisions:

Years ended June 30,

Cash and cash equivalents

Current assets, excluding cash and cash equivalents

Long term assets

Total segment assets

The Company applied the provisions of ASU 2023-07 retrospectively and has included comparative information for the year ended June 30, 2024.

Because the Company operates as a single reportable segment, the amounts above reconcile directly to the corresponding consolidated financial statement line items.

There was no impact on previously reported consolidated net income (loss), financial position or cash flows.

Business Combinations

2 unchanged sentences

Such valuations require management to make significant estimates and assumptions, especially with respect to intangible assets.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from acquired technology, and customer relationships, useful lives, and discount rates.

Significant estimates in valuing certain intangible assets include, but are not limited to, future expected cash flows from

acquired technology, and customer relationships, useful lives, and discount rates.

Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and unpredictable and, as a result, actual results may differ from estimates.

2 unchanged sentences

Intangible Assets

The Company has certain intangible assets that were initially recorded at their fair value at the time of acquisition.

The finite-lived intangible assets consist of customer relationships, and developed technology.

The Company has intangible assets that were initially recorded at their fair value at the time of acquisition.

The finite-lived intangible assets consist of developed technology, customer relationships, customer lists and intellectual property licenses.

Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful life of three to ten years .

The Company reviews all finite-lived intangible assets for impairment when circumstances indicate that their carrying values may not be recoverable.

If the carrying value of an asset group is not recoverable, the Company recognizes an impairment loss for the excess carrying value over the fair value in our consolidated statements of operations.

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable intangible assets of the business acquired.

1 unchanged sentence

Under ASC 350 Intangibles-Goodwill and Other, goodwill and other intangible assets with indefinite lives are not amortized, but instead are tested for impairment annually, or whenever events or circumstances indicate a potential impairment.

The Company’s impairment testing is performed annually at June 30.

Impairment of goodwill and indefinite lived intangible assets is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit.

The Company’s impairment testing is performed annually at June 30 of each fiscal year.

The Company operates in a single reporting unit at a consolidated level.

Impairment of goodwill is determined by comparing the fair value of the Company’s reporting unit to the carrying value of the underlying net assets in the reporting unit.

If the fair value of the reporting unit is determined to be less than the carrying value of its net assets, goodwill is deemed impaired and an impairment loss is recognized to the extent that the carrying value of goodwill exceeds the difference between the fair value of the reporting unit and the fair value of its other assets and liabilities.

2 unchanged sentences

The Company accounts for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values.

The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s Statements of Operations.

The Company estimates the fair value of restricted stock awards to employees and directors using the market price of the Company’s common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in the Company’s Statements of Operations.

The Company estimates the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model.

Depending on the type of restricted stock award, the fair value of our restricted stock is estimated based on the market price of the Company’s common stock on the date of grant or with the assistance of a valuation specialist, using the Monte Carlo simulations on a binomial model with a derived service period.

The Company recognizes compensation expense on the straight-line basis over the requisite service period for awards subject to time vesting conditions and the graded tranche basis for awards subject to market vesting conditions.

Forfeitures are accounted for as they occur.

The Company recognizes stock-based compensation within its consolidated statements of operations and comprehensive income (loss) with classification depending on the nature of the services rendered.

Under ASC 718, repurchase or cancellation of equity awards, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date.

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Income and expenditures are translated at the average exchange rate of the period.

Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America and ResSoL LA are in Mexican Pesos.

Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America and ResSoL

LA are in Mexican Pesos.

As a result, currency exchange fluctuations may impact our revenue and the costs of our operations.

We currently do not engage in any currency hedging activities.

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $ 21,395 and a gain of $ 121,953 for the years ended June 30, 2024 and 2023, respectively.

The following table summarizes the exchange rates used:

Period end Euro :

US Dollar exchange rate

Average period Euro :

US Dollar exchange rate

Period end GBP :

US Dollar exchange rate

Average period GBP :

US Dollar exchange rate

Period end Mexican Peso :

US Dollar exchange rate

Average period Mexican Peso :

US Dollar exchange rate

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a gain of $ 202,527 and a loss of $ 21,395 for the years ended June 30, 2025 and 2024, respectively.

Cash denominated in Euros, British Pounds and Japanese Yen with an aggregate US Dollar equivalent of $ 426,658 , and $ 630,680 at June 30, 2025 and 2024, respectively, was held in accounts at financial institutions.

Net Income (Loss) Per Share

4 unchanged sentences

Potential common shares are excluded from the computation when their effect is antidilutive.

At June 30, 2024 potentially dilutive securities include options to acquire 2,788,625 shares of common stock and unvested restricted common stock of 1,957,726 .

At June 30, 2023 potentially dilutive securities include options to acquire 2,909,574 shares of common stock and unvested restricted common stock of 2,477,794 .

The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

Basic and diluted net loss per common share is the same for the year ended June 30, 2024 because all stock options, warrants, and unvested restricted common stock are anti-dilutive.

For the year ended June 30, 2023, the calculation of diluted earnings per share include unvested restricted common stock, stock options and warrants, calculated under the treasury stock method.

The Company accounts for income taxes using the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences, and deferred tax liabilities are recognized for taxable temporary

Basic and diluted net loss per common share is the same for the year ended June 30, 2024 because all stock options and unvested restricted common stock are anti-dilutive.

The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:

Net income (loss) available to common shareholders

( 3,786,597 )

Weighted average commons shares - basic

Dilutive effect of outstanding stock options

Weighted average commons shares - diluted

Net income (loss) per common share:

Weighted average stock options excluded due to anti-dilution were 645,770 and 2,676,971 during the years ended June 30, 2025 and 2024.

Shares of unvested restricted stock that were considered antidilutive were 1,223,342 and 1,815,711 during the years ended June 30, 2025 and 2024, respectively.

Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

Recently Issued Accounting Pronouncements

In March 2023, FASB issued ASU 2024-01 to amend the guidance in ASC 718 Compensation—Stock Compensation (Topic 718).

Some entities compensate employees or other service providers by granting profits interest awards, which generally give the grantee an opportunity to participate in future profits and/or equity appreciation of the entity but do not give them rights to existing net assets of the entity.

ASU 2024-01 adds an example showing how to apply the scope guidance in ASC 718 to determine whether profits interests and similar awards should be accounted for as share-based payment arrangements.

The ASU is effective for annual periods beginning after December 15, 2024, with early adoption permitted.

The Company does not currently anticipate that the guidance will have a material impact on its financial statements.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosure, which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expense categories that are regularly provided to the chief operating decision maker and included in each reported measure of a segment’s profit or loss.

The update also requires all annual disclosures about a reportable segment’s profit or loss and assets to be provided in interim periods and for entities with a single reportable segment to provide all the disclosures required by ASC 280, Segment Reporting, including the significant segment expense disclosures.

This standard will be effective for the Company on July 1, 2024 and interim periods beginning in fiscal year 2025, with early adoption permitted.

The updates required by this standard should be applied retrospectively to all periods presented in the financial statements.

The Company does not expect this standard to have a material impact on its results of operations, financial position or cash flows.

In November 2023, the FASB amended ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” This ASU expands annual and interim segment disclosure requirements by requiring disclosure of significant segment expenses that are regularly provided to the CODM and are included in each reported measure of segment profit or loss.

The amendments also require disclosure of an amount for “other segment items” and additional interim information about segment profit or loss and assets.

The Company has a single reportable segment.

Upon adoption of ASU 2023-07, the Company is required to provide annual and interim disclosures of significant expense categories such as cost of goods sold, selling and general and administrative expenses when those amounts are regularly provided to the CODM, as well as a description of other segment items.

The amendments are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with retrospective application to all prior periods presented.

The Company adopted this accounting pronouncement for the year ended June 30, 2025.

Because ASU 2023-07 relates solely to disclosure requirements, adoption did not have a material impact on the Company’s consolidated financial position, results of operations, or cash flows.

In December 2023, the FASB amended ASC 740, Income Taxes (issued under Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures”).

This ASU requires additional disclosures related to the rate reconciliation, income taxes paid and other amendments intended to enhance effectiveness and comparability.

The amendment is effective for the Company beginning with its fiscal year 2026 annual disclosures.

The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its annual disclosures.

In November 2024, the FASB issued ASU No.

2024-03 “Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40)” which requires disclosure each reporting period, in the notes to the financial statements, of specified information about certain costs and expenses.

The new requirements will be effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The guidance will be applied on a prospective basis with the option to apply the standard retrospectively.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its annual disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Property and Equipment

6 unchanged sentences

Intangible Assets

Intangible assets consist of developed technology and customer relationships acquired in the acquisition of ResoluteAI effective July 28, 2023 and Scite effective December 1, 2023, and are stated at cost less accumulated amortization.

The developed technology and customer relationships are being amortized over the estimated average useful lives of 3 to 10 years .

Intangible assets consist of an asset purchase agreement with FIZ Karlsruhe-Leibniz-Institut für Informationsinfrastruktur GmbH (“FIZ”) effective September 22, 2022, developed technology and customer relationships acquired in the acquisition of ResoluteAI effective July 28, 2023 and Scite effective December 1, 2023, and are stated at cost less accumulated amortization.

On September 30, 2022, Reprints Desk made a non-refundable payment of $ 297,450

(€ 300,000 ) (the “Base Amount”) to FIZ as initial consideration for the asset purchase.

In September 2023, Reprints Desk paid $ 64,578 in contingent consideration for customers that have their Sold Contracts assumed by Reprints Desk in comparison to the trailing twelve months of revenue of all Sold Contracts (the “Base Amount Plus”).

As of June 30, 2025, $ 31,359 in contingent consideration was recorded as a liability since it was unpaid, for customers that placed an order and have consented to have their contract assumed by Reprints Desk (the “Bonus Amount”).

The Bonus Amount payments made were $ 124,107 for the year ended June 30, 2025.

The Bonus Amount is based upon the collectable service fee that FIZ would have received from these customers.

Contingent consideration for the Bonus Amount will continue to be paid in arrears through the quarter ending December 31, 2025.

The developed technology, customer relationships and customer lists are being amortized over the estimated average useful lives of 3 to 10 years .

At acquisition, the weighted average amortization period of total intangible assets acquired was 10 years and the weighted average amortization period of developed technology acquired was 10 years .

The Company does not have any intangible assets deemed to have indefinite lives.

7 unchanged sentences

Less accumulated amortization:

Developed technology

( 1,776,667 )

Customer relationships

Customer lists

Intellectual property licenses

Net, Intangible assets

3 unchanged sentences

The PNC Note contains customary events of default including, among other things, payment defaults, material misrepresentations, breaches of covenants, revocation of guarantee, certain bankruptcy and insolvency events.

There were no outstanding borrowings under the line of credit as of June 30, 2024.

The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $ 2,500,000 , or 80 % of eligible accounts receivable.

The line of credit matured on February 28, 2024 and was not renewed.

There were no outstanding borrowings on the line of credit at maturity and all security interests and liens related to the Loan and Security Agreement have been released.

There were no outstanding borrowings under the line of credit as of June 30, 2025 and 2024, respectively.

Stockholders’ Equity

4 unchanged sentences

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.

On November 17, 2020, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 2,374,513 to 3,374,513 .

On November 17, 2021, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 3,374,513 to 6,874,513 .

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.

From November 2019 to November 2021, the Company's stockholders approved increases in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 1,874,513 to 6,874,513 .

Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan.

3 unchanged sentences

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 majority of awards issued under the Plan vest immediately or over three years , with a one year cliff vesting period, and have a term of ten years .

Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

The majority of awards issued under the Plan vest (i) immediately or (ii) in installments over three years , with a one-year cliff, and have a term of ten years .

The following table summarizes vested and unvested stock option activity:

15 unchanged sentences

During the year ended June 30, 2025, the Company granted 260,000 options to directors with a fair value of $ 364,000 which amount will be amortized over the vesting period.

The total fair value of options that vested during the year ended June 30, 2024 was $ 140,150 and was included in selling, general and administrative expenses in the accompanying statement of operations.

As of June 30, 2024, the amount of unvested compensation related to the unvested options was $ 256,321 which will be recorded as an expense in future periods as the options vest.

The total stock options expense during the year ended June 30, 2025 was $ 205,457 and was included in selling, general and administrative expenses in the accompanying consolidated statement of operations and comprehensive income (loss).

As of June 30, 2025, the amount of unvested

compensation related to the unvested options was $ 414,864 which will be recorded as an expense in future weighted average vesting periods of 1.08 years.

During the year ended June 30, 2025, the Company issued 223,534 net shares of common stock upon the exercise of options underlying 309,821 shares of common stock, resulting in net cash proceeds of $ 180,800 .

The aggregate intrinsic value of options exercised during the year ended June 30, 2025 was $ 471,452 .

During the year ended June 30, 2024, the Company granted 257,934 options to directors with a fair value of $ 340,473 which amount will be amortized over the vesting period.

The total stock options expense during the year ended June 30, 2024 was $ 140,150 and was included in selling, general and administrative expenses in the accompanying consolidated statement of operations and comprehensive income (loss).

As of June 30, 2024, the amount of unvested compensation related to the unvested options was $ 256,321 which will be recorded as an expense in future weighted average vesting periods of 1.25 years.

During the year ended June 30, 2024, the Company issued 72,234 net shares of common stock upon the exercise of options underlying 373,883 shares of common stock.

During the year ended June 30, 2023, the Company granted 200,000 options to directors with a fair value of $ 222,000 which, due to immediate vesting, were fully expensed at the time of grant.

The total fair value of options that vested during the year ended June 30, 2023 was $ 375,189 and was included in selling, general and administrative expenses in the accompanying statement of operations.

As of June 30, 2023, the amount of unvested compensation related to the unvested options was $ 56,577 which will be recorded as an expense in future periods as the options vest.

During the year

ended June 30, 2023, the Company issued 137,523 net shares of common stock upon the exercise of options underlying 307,298 shares of common stock, resulting in net cash proceeds of $ 57,500 .

The aggregate intrinsic value of options exercised during the year ended June 30, 2024 was $ 189,081 .

Additional information regarding stock options outstanding and exercisable as of June 30, 2025 is as follows:

1 unchanged sentence

Restricted Common Stock

Prior to July 1, 2022, the Company issued 2,829,758 shares of restricted common stock to employees valued at $ 3,836,194 , of which $ 3,060,741 had been recognized as an expense.

As of June 30, 2022, 400,092 of these shares with a grant date fair value of $ 775,453 had not yet vested.

During the year ended June 30, 2024, the Company issued an additional 405,000 shares of restricted stock to employees with an aggregate fair value of $ 925,900 .

Of this amount, 229,834 shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met and 25,000 shares vest over a four year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.

The aggregate fair value of these stock awards was $ 503,478 based on the market price of our common stock price ranging from $ 1.94 to $ 2.22 per share on the date of grant, which will be amortized over the range of three and four-year vesting periods.

Of this amount, 155,000 shares vest over a three-year period, with a one-year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.

The aggregate fair value of these stock awards was $ 417,700 based on the market price of our common stock ranging from $ 2.24 to $ 2.73 per share on the date of grant, which will be amortized over the range of a three-year vesting period.

The remaining 250,000 shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

During the year ended June 30, 2025, the Company issued an additional 590,000 shares of restricted stock to employees with an aggregate fair value of $ 1,309,240 .

Of this amount, 155,000 shares vest over a three-year period, with a one-year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.

The aggregate fair value

of these stock awards was $ 417,700 based on the market price of our common stock ranging from $ 2.24 to $ 2.73 per share on the date of grant, which will be amortized over the range of a three-year vesting period.

The remaining 250,000 shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

The shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

The LTEBP replaced the previous restricted stock compensation program for executives.

1 unchanged sentence

Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets:

• 20 % at a 30-day VWAP of $ 3.00 per share;

• 20 % at a 30-day VWAP of $ 3.75 per share;

20 % at a 30-day VWAP of $ 3.00 per share (vestings occurred on March 14, 2024 and December 9, 2024);

• 20 % at a 30-day VWAP of $ 3.75 per share (vesting occurred on January 3, 2025);

• 20 % at a 30-day VWAP of $ 4.50 per share;

8 unchanged sentences

Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason.

As the vesting of the 250,000 shares of restricted common stock under the LTEBP is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value to be $ 508,200 , computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.51 years.

The total fair value of restricted common stock vesting and expenses related to amortization of the fair value of the LTEBP during the year ended June 30, 2024 was $ 1,994,362 and is included in selling, general and administrative expenses in the accompanying statements of operations.

As of June 30, 2024, the amount of unvested compensation related to issuances of restricted common stock was $ 1,375,199 , which will be recognized as an expense in future periods as the shares vest.

As the vesting of the 590,000 shares of restricted common stock under the LTEBP is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value, with the assistance of a valuation specialist, to be $ 1,309,240 , computed using the Monte Carlo simulations on a binomial model with a derived service period ranging from 0.64 to 2.33 years.

The total fair value of restricted common stock vested were $ 1,689,256 and $ 1,994,362 during the years ended June 30, 2025 and 2024, respectively.

The total restricted common stock expense related to amortization of the fair value of the restricted stock awards were $ 1,518,104 and $ 1,994,362 during the years ended June 30, 2025 and 2024, respectively, and is included in selling, general and administrative expenses in the accompanying consolidated statements of operations and comprehensive income (loss).

As of June 30, 2025, the amount of unrecognized compensation related to issuances of restricted common stock was $ 724,167 , which will be recognized as an expense in future weighted average vesting periods of 0.75 years.

When calculating basic net income per share, these shares are included in weighted average common shares outstanding from the time they vest.

When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

When calculating net loss per share, the 1,957,726 shares are considered antidilutive and are excluded from that calculation.

When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date, using the treasury method.

From the 32,479,993 shares issued and outstanding on the consolidated balance sheets, 1,399,210 shares are subject to vesting and are not considered outstanding for accounting purposes.

The following table summarizes restricted common stock activity:

Non-vested, June 30, 2023

( 1,418,717 )

Non-vested, June 30, 2024

( 1,994,362 )

Non-vested, June 30, 2025

Common Stock Repurchase and Retirement

Effective as of March 19, 2024, the Compensation Committee of our Board of Directors authorized the repurchase, on the last day of each trading window during which the outstanding awards remain outstanding and otherwise in accordance with our insider trading policies, of an aggregate value not exceeding $ 750,000 , in addition to the prior remaining balance of outstanding common stock of $ 82,347 (at prices no greater than $ 4.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards through the end of fiscal year 2025.

Effective as of March 19, 2024, the Compensation Committee of our board of directors authorized the repurchase, on the last day of each trading window during which the outstanding awards remain outstanding and otherwise in accordance with our insider trading policies, of an aggregate value not exceeding $ 750,000 (the “Repurchase Cap”), in addition to the prior remaining balance of outstanding common stock of $ 330,774 (at prices no greater than $ 4.00 per share) (the “Repurchase Price Cap”)) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards through the end of fiscal year 2025.

Effective as of December 19, 2024, the Compensation Committee of our board of directors authorized an increase in the Repurchase Cap to an aggregate value not exceeding

$ 1,500,000 and the Repurchase Price Cap to a price no greater than $ 5.50 per share.

The actual number of shares repurchased will be determined by applicable employees in their discretion and will depend on their evaluation of market conditions and other factors.

1 unchanged sentence

During the years ended June 30, 2025 and 2024, the Company repurchased 310,330 and 198,383 shares of our common stock under the repurchase plan at an average price of approximately $ 3.01 and $ 2.79 per share, respectively, for an aggregate amount of $ 934,577 and $ 554,202 , respectively.

As of June 30, 2024, $ 346,893 remains under the current authorization to repurchase our outstanding common stock from our employees.

As of June 30, 2025, $ 162,316 remained under the current authorization to repurchase our outstanding common stock from our employees.

Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.

1 unchanged sentence

The following table summarizes repurchases of our common stock on a monthly basis:

Total Number of Shares

Approximate Dollar Value

Purchased as Part of

of Shares that May Yet Be

Publicly Announced

Purchased Under the

Plans or Programs

September 2023

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Although management of the Company cannot predict the ultimate outcome of these legal proceedings with certainty, it believes that the ultimate resolution of the Company’s legal proceedings, including any amounts it may be required to pay, will not have a material effect on the Company’s consolidated financial statements.

The components of income (loss) before provision of income taxes are as follows:

United States

( 3,819,973 )

Total income (loss) before provision for income taxes

( 3,673,526 )

The provision for income taxes consists of the following for the years ended June 30, 2025 and 2024:

Foreign (Mexico)

Provision for income tax expense

During the year ended June 30, 2024, the Company recorded a provision for income tax expense of $ 113,071 , which consisted of $ 21,143 in state income tax payments and $ 91,928 in foreign (Mexico) income tax payments.

During the year ended June 30, 2023, the Company recorded a provision for income tax expense of $ 5,602 which consisted of $ 3,806 in state income tax payments and $ 1,796 in foreign (Mexico) income tax payments.

The reconciliation of the effective income tax rate to the federal statutory rate is as follows:

1 unchanged sentence

State tax, net of federal benefit

Permanent differences

Change in earnout

Adjustment to prior year

Executive compensation

Other permanent differences

Foreign rate differential

Change in valuation allowance

Effective income tax rate

For the year ended June 30, 2025, the majority of the adjustment to the prior year, primarily offset by the change in valuation allowance, was due to recording additional federal and state net operating losses (“NOL”) from stock acquisitions in prior years.

This was precipitated by the finalization of a study to determine the amount of NOLs available after the change in ownership under Internal Revenue Code Section 382.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial statement purposes and the amounts used for income tax purposes.

3 unchanged sentences

State net operating loss carryforward

Intangibles amortization

Stock based compensation

Tax attributes

Research costs

Total deferred tax assets

Deferred tax liability:

Fixed asset depreciation

Depreciation and amortization

( 2,102,792 )

( 2,386,241 )

Net deferred tax assets

2 unchanged sentences

( 3,132,468 )

The Company has provided a valuation allowance on the deferred tax assets at June 30, 2024 and 2023 to reduce such asset to zero , since there is no assurance that the Company will generate future taxable income to utilize such asset.

Management will review this valuation allowance requirement periodically and make adjustments as warranted.

The net change in the valuation allowance for the year ended June 30, 2024 was a decrease of $ 1,649,876 .

At June 30, 2024 and 2023, the Company had federal net operating loss (“NOL”) carryforwards of approximately $ 16,726,000 and $ 15,650,000 , respectively, and state NOL carryforwards of approximately $ 7,748,000 and $ 6,560,000 , respectively.

Federal NOLs generated prior to and after 2018 can be carried forward indefinitely with some limitations.

The Company has provided a valuation allowance on the deferred tax assets at June 30, 2025 and 2024 to reduce such assets to zero , since it is not deemed more likely than not that the Company will generate future taxable income to utilize such assets.

Management will review this valuation allowance requirement periodically and adjust as warranted.

The net change in the valuation allowance for the years ended June 30, 2025 and 2024 was an increase of $ 1,858,749 and a decrease of $ 1,649,876 , respectively.

At June 30, 2025 and 2024, the Company had federal NOL carryforwards of approximately $ 16,552,000 and $ 16,726,000 , respectively, and state NOL carryforwards of approximately $ 7,502,000 and $ 7,748,000 , respectively.

Federal NOLs generated after 2018 can be carried forward indefinitely with some limitations.

Federal NOLs generated prior to that have a 20-year carryforward period.

At June 30, 2025, approximately $ 1,300,000 of federal NOLs are subject to the 20-year carryforward period and expire in 2038 .

The remaining federal NOLs at June 30, 2025 can be carried forward indefinitely;

however, of these NOLs, approximately $ 11,808,000 relate to companies acquired in prior years and are subject to annual limitations under IRC Section 382.

State NOLs will begin to expire in 2026 .

Effective January 1, 2007, the Company adopted FASB guidelines that address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements.

Under this guidance, we may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.

The tax benefits recognized in the financial statements from such a position should be measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement.

This guidance also provides guidance on derecognition, classification, interest and penalties on income taxes, accounting in interim periods and requires increased disclosures.

At the date of adoption, and as of June 30, 2024 and 2023, the Company did not have a liability for unrecognized tax benefits, and no adjustment was required at adoption.

The Company is subject to taxation in the United States, various states and Mexico.

The Company is subject to United States federal or state income tax examinations by certain tax authorities for fiscal year 2015 and forward, in part due to utilization of NOLs in the current fiscal year.

The Company is currently not under examination in any jurisdiction.

As of June 30, 2025 and 2024, the Company had no uncertain tax positions.

The Company’s policy is to record interest and penalties on uncertain tax provisions as income tax expense.

As of June 30, 2025 and 2024, the Company has no accrued interest or penalties related to uncertain tax positions.

Company is subject to taxation in the United States and various states and Mexico.

The Company is subject to United States federal or state income tax examinations by tax authorities for fiscal years after 2017.

Current Year Business Combinations

On July 28, 2023, the Company acquired 100 % of the outstanding stock of Resolute Innovation, Inc.

(“ResoluteAI”), a Delaware corporation, an advanced search platform that equips organizations with search, discovery and knowledge management tools that are powered by artificial intelligence (“AI”) and neuro-linguistic programming (“NLP”) technologies.

The total purchase consideration for ResoluteAI, net of cash acquired, was approximately $ 4.8 million.

consideration included an initial payment of $ 2.8 million, a holdback of $ 0.1 million and a contingent earnout that had an initial fair value of $ 1.8 million.

The Company’s revaluation of the earnout resulted in a fair value of $ 0 as of June 30, 2024.

The contingent earnout payment will be based upon the product of three and one half multiplied by ending annual recurring revenue as of January 31, 2025 less the agreed upon Enterprise Value of $ 3.4 million.

The consideration included an initial payment of $ 2.8 million, a holdback of $ 0.1 million and a contingent earnout that had an initial fair value of $ 1.9 million.

The Company’s revaluation of the earnout resulted in a fair value of $ 0 on June 30, 2024.

On December 23, 2024, the Company received $ 275,000 funds from transaction escrow release, related to a reduction of the purchase price, and recorded as other income on the consolidated statements of operations and comprehensive income (loss) during the year ended June 30, 2025.

On December 1, 2023, the Company acquired 100 % of the outstanding stock of Scite, Inc.

a Delaware corporation (“Scite”), a platform for discovering and evaluating scientific articles via Smart Citations.

a Delaware corporation (“Scite”), a platform for discovering and evaluating scientific articles via an AI model to create unique “Smart Citations”.

Smart Citations allow users to see how a publication has been cited by providing the context of the citation and a classification describing whether it allows for supporting or contrasting evidence for the cited claim.

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The consideration included an initial payment of $ 7.2 million in cash, $ 6.5 million in stock, a holdback of $ 0.2 million and a contingent earnout that had an initial fair value of $ 7.2 million.

The Company’s revaluation of the earnout resulted in a fair value of $ 12.2 million as of June 30, 2024.

The Company’s revaluations of the earnout resulted in a fair value of $ 12.3 million at June 30, 2024 and $ 14.0 million at June 30, 2025.

The following sets out the unaudited pro forma operating results for the year ended June 30, 2025 and 2024 for the Company had the Scite acquisition occurred as of July 1, 2023.

These amounts include amortization of intangible assets:

Pro Forma (Unaudited)

Years ended June 30,

Cost of revenue

Total operating expenses

Income (loss) from operations

Other expense

( 1,152,847 )

( 2,902,981 )

Income (loss) from operations before provision for income taxes

( 3,484,203 )

Provision for income taxes

Pro Forma Net income (loss)

( 3,597,274 )

Pro Forma Net income (loss) per weighted average share, basic and diluted

The Company utilized the acquisition method of accounting for the acquisition in accordance with ASC 805, Business Combinations, and allocated the purchase price to ResoluteAI’s and Scite’s tangible assets, identifiable intangible assets, and assumed liabilities at their estimated fair values as of the date of acquisition.

The fair value assigned to the developed technology and customer relationships were determined using the multi-period excess earnings method, which estimates the direct cash flow expected to be generated from the existing customers acquired.

The fair value assigned to the developed technology and customer relationships were determined using the multi-period excess earnings method, which

estimates the direct cash flow expected to be generated from the existing customers acquired.

The cash flows were based on estimates used to value the acquisition, and the discount rates applied were benchmarked with reference to the implied rate of return from the transaction model, as well as the weighted average cost of capital.

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Goodwill also represents the future benefits as a result of the acquisitions that the Company believes will enhance the Company’s product offerings and lineup available to both new and existing customers and generate future synergies within the software and related services business.

At the date of the acquisition and as of this Annual Report on Form 10-K, management has not yet finalized its valuation analysis related to Scite acquisition.

The fair values of the assets acquired, as set forth below, are considered provisional and subject to adjustment as additional information is obtained through the purchase price measurement period (a period of up to one year from the closing date).

Any prospective adjustments through the purchase price measurement period would change the fair value allocation as of the acquisition date.

The Company is still in the process of reviewing underlying models, assumptions and discount rates used in the valuation of provisional goodwill and intangible assets.

As of June 30, 2025, management has finalized its valuation analysis related to the Resolute and Scite acquisitions.

The following table represents the Company’s allocation of the total purchase consideration to the fair value of tangible assets, identifiable intangible assets, and assumed liabilities of ResoluteAI and Scite on the date of acquisition:

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Fair value of net assets acquired

Prior Year Asset Acquisition

On September 28, 2022, Reprints Desk entered into an asset purchase agreement with FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH (“FIZ”).

FIZ delivers STM content pursuant to various contracts with its customers through its AutoDoc platform.

FIZ agreed to assign and transfer to Reprints Desk certain of these contracts effective January 1, 2023 (the “Sold Contracts”).

On September 30, 2022, Reprints Desk made a non-refundable payment of $ 297,450 (€ 300,000 ) (the “Base Amount”) as initial consideration for the asset purchase.

As of June 30, 2024, Reprints Desk has paid $ 64,578 in contingent consideration for customers that have their Sold Contracts assumed by Reprints Desk in comparison to the trailing twelve months of revenue of all Sold Contracts (the “Base Amount Plus”).

As of June 30, 2024, $ 161,976 in contingent consideration was recorded for customers that placed an order and have consented to have their contract assumed by Reprints Desk (the “Bonus Amount”).

As of June 30, 2024, $ 96,121 and $ 116,364 of Bonus Amount payments were made for the 2023 fiscal year and 2024 fiscal year, respectively.

The Bonus Amount is based upon the collectable service fee that FIZ would have received from these customers.

Contingent consideration for the Bonus Amount will continue to be paid in arrears through the quarter ending December 31, 2025.

The current contingent consideration for the Base Amount Plus and the Bonus Amount is recorded as a short-term liability on the balance sheet.

At June 30, 2024, the Base Amount, the Base Amount Plus and the Bonus Amount were recorded as intangible assets on the balance sheet with an estimated average useful life of 10 years .

The following sets out the unaudited pro forma operating results for the year ended June 30, 2024 and 2023 for the Company had the acquisitions occurred as of July 1, 2022.

These amounts include amortization of intangible assets:

Pro Forma (Unaudited)

Year ended June 30,

Cost of revenue

Total operating expenses

Loss from operations

Other income (expense)

( 2,902,981 )

Income (loss) from operations before provision for income taxes

( 3,484,203 )

Provision for income taxes

Pro Forma Net income (loss)

( 3,597,274 )

Pro Forma Net income (loss) per weighted average share, basic

Pro Forma Net income (loss) per weighted average share, diluted

Subsequent Events

Stock Options

On August 6, 2024, the Company issued 250,000 shares of restricted common stock under the long-term equity bonus plan, or LTEBP.

On August 1, 2025, the Company issued 9,905 shares of common stock upon the exercise of stock options underlying 15,000 shares of common stock on a cashless basis.

On August 15, 2025, the Company issued 8,351 shares of common stock upon the exercise of stock options underlying 23,500 shares of common stock on a cashless basis.

Restricted Common Stock

On August 5, 2025, the Company issued 95,000 shares of restricted stock to an employee.

These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met.

The aggregate value of the stock award was $ 247,950 based on the market price of our common stock of $ 2.61 per share on the date of grant, which will be amortized over the three-year vesting period.

Scite Earn-out

On July 2, 2025, the Company finalized the calculation of the earnout for former shareholders of Scite at $ 15.4 million.

The earnout is comprised of a mix of cash and stock, with 62 % of the earnout to be paid in cash and 38 % in the Company’s common stock.

The first of eight quarterly installment payments was disbursed in August 2025, with subsequent payments scheduled to continue quarterly until the final payment in May 2027.

The first installment payment of common stock, resulted in 264,924 shares of the Company’s common stock being issued in August 2025.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted and includes a variety of changes to U.S.

income tax and related laws.

Among other things, the OBBBA makes changes to certain business-related exclusions, deductions, and credits.

The effect of the OBBBA will be recorded in the first quarter of fiscal 2026, as a change in tax law is accounted for in the period of enactment.

The new tax law has multiple effective dates, with certain provisions effective in 2025 and others in the future.

While the Company continues to assess the impact of the tax provisions of the OBBBA on its consolidated financial statements, the tax provisions of the OBBBA are not currently expected to have a material impact on the Company’s financial position or statement of operations.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data