What changed in this filing

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Item 9A. Controls and Procedures

2025-09-19 compared with 2024-09-20 · 98 added, 171 removed, 429 unchanged (39% of the section changed)

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Other Information

N o t a p plicable.

N o t a pplicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspectio ns

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Date of Appointment

President and Chief Executive Officer, and Director

President and Chief Executive Officer, and Chairman of the Board

March 29, 2021

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October 4, 2021

Scott Ahlberg

Chief Operating Officer

Chief Revenue Officer

November 4, 2024

John Regazzi (2)

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December 4, 2023

(1) Chairman of the Board and member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee

(1) Chairman of the Board

(2) Lead Independent Director and member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee

(3) Chair of the Compensation Committee and member of the Nominating and Governance Committee

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(6) Chair of the Audit Committee and member of the Compensation Committee

Olivier – Chief Executive Officer and President, and Director

Olivier – Chief Executive Officer and President, and Chairman of the Board

Olivier was named Interim Chief Executive Officer and President on March 29, 2021 and was formally appointed as Chief Executive Officer and President on October 4, 2021.

Olivier was appointed Chairman of the Board effective September 16, 2025.

Olivier has been a member of the Company's board of directors since January 2018.

Before joining Research Solutions/Reprints Desk, Mr.

Before joining Research Solutions, Mr.

Olivier served as CEO of ARI Network Services, a leading provider of SaaS tools and marketing services, growing the business from less than 80 employees to over 1,200 and increasing revenues from under $15 million to over $100 million through accelerated organic growth and acquisitions.

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He holds a Master of Business Administration from the Kellogg School of Management at Northwestern University and a Bachelor of Business Administration from the University of Notre Dame.

Scott Ahlberg – Chief Operating Officer

Ahlberg has effectively served as the Chief Operating Officer since July 1, 2007, and has many years of experience in content and startup businesses.

Ahlberg started with Dynamic Information (EbscoDoc) in the 1980s, then went on to be Executive Vice President at Infotrieve, Inc.

After leaving Infotrieve in 2005 Mr.

Ahlberg provided consulting services to ventures in professional networking and medical podcasting.

He joined Reprints Desk in 2006.

His areas of expertise include strategic planning, operational innovation, copyright and content licensing, and quality management.

Ahlberg has degrees from Stanford University (B.A., 1984) and the University of London (M.A., 1990).

Shane Hunt – Chief Revenue Officer

Hunt provides leadership resulting in the acquisition and development of healthy long-term relationships with the Company's cloud-based software customers and ensures the daily satisfaction of users across R&D-driven organizations in life sciences, technology and academia worldwide.

Hunt has nearly 20 years of industry experience and was co-founder of 4 Research Solutions Inc., a boutique information industry start-up that the Company acquired in 2012.

Hunt attended California State University, Chico for his undergraduate and graduate studies in Psychology.

John Regazzi – Chairman of the Board

Regazzi was appointed to our board of directors on June 22, 2015, and served as Chairman of the Board from August 20, 2015 through March 29, 2021, and Lead Independent Director from 2021 through 2023, when he was again designated Chairman of the Board.

Sefton Cohen – Chief Revenue Officer

Cohen was appointed as Chief Revenue Officer on November 4, 2024.

Cohen is a seasoned sales leader with over two decades of experience in the technology industry.

He has a proven track record of launching, revitalizing, and scaling sales, marketing, and services for US and EMEA based public and private companies.

Cohen has helped make markets and delivered multimillion-dollar new revenue streams for early stage, and accelerated growth stage companies.

In addition to organically growing these companies, Mr.

Cohen’s leadership has enabled them to raise capital from Tier One Venture Capital and Private Equity firms and achieve successful exits.

Cohen has degrees from Franklin & Marshall College (BA) and Columbia Business School (MBA).

John Regazzi – Lead Independent Director

Regazzi was appointed to our board of directors on June 22, 2015.

He served as Chairman of the Board from 2015 – 2021, Lead Independent Director from 2021 - 2023, Chairman from 2023 – 2025 and was redesignated Lead Independent Director effective September 16, 2025.

Regazzi is an information services and IT industry innovator, with more than four decades of experience.

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Department of Commerce.

He currently serves as chairman of DiSTI and Convergered Security Solutions (CSS), both Akoya portfolio companies.

He also served as Chairman of DiSTI and Convergered Security Solutions (CSS), both Akoya portfolio companies.

Regazzi earned his B.S.

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Most recently, Ms.

Cooperman was the global CMO at Kroll, a leader in cyber security and risk consulting, and Kroll Ontrack, a leader in ediscovery and data recovery.

Cooperman was the global CMO at Kroll, a leader in cyber security and risk consulting, and Kroll Ontrack, a leader in

ediscovery and data recovery.

Joining as the firm came out of bankruptcy, she restored worldwide gold standard brand reputations, created go-to-market strategy for the high-growth cyber security practice, and managed corporate and crisis communications through the successful sale of both companies and several high-stakes matters.

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and with the test and measurement company, Tektronix, Inc.

He was for many years Chairman of the Board of ECC International Corp., until that company was acquired by Cubic Corporation.

Currently, Gen.

McPeak is a director of Iovance Biotherapeutics (Nasdaq:IOVA).

He was for many years Chairman of the Board of ECC International Corp., until that company was acquired by Cubic Corporation and previously served as a director of Iovance Biotherapeutics.

McPeak was a founding investor, director and Chairman of Ethicspoint, Inc., a software-as-a-service provider of secure, confidential employee reporting systems, that was acquired by private equity at a return making it one of Oregon’s most successful business startups in decades.

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Gayron then became the Treasurer at Nuance Communications.

Gayron received his MBA in finance from Cornell Johnson Graduate School of Management and his Bachelor of Science in finance from Boston College.

Gayron received his MBA in finance from Cornell Johnson Graduate School of Management and his Bachelor of Science in

finance from Boston College.

Our board of directors determined that Mr.

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Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2025 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows:

Derycz failed to timely file four Form 4s reporting fourteen transactions and one Form 5 reporting one transaction and Mr.

Nurthen failed to timely file one Form 4 reporting one transaction.

McPeak failed to timely file one Form 4 reporting one transaction.

Audit Committee Financial Expert

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The Clawback Policy applies to our Section 16 officers, any employee who was eligible to receive incentive compensation and whose conduct contributed to the need for a restatement, and any other former Section 16 officer or other employee who contributed to the need for such restatement.

Our Clawback Policy is administered by our Compensation Committee, and

the Compensation Committee has the authority, in accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances.

The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report.

Our Clawback Policy is administered by our Compensation Committee, and the Compensation Committee has the authority, in accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances.

The full text of our Clawback Policy is included as Exhibit 97.1 to this Annual Report on Form 10-K.

Insider Trading Policy

Effective July 1, 2025, our board of directors adopted an Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) that prohibits all employees, officers and directors from engaging in transactions involving our securities while in possession of material non-public information and restricts directors, officers and other designated insiders from engaging in certain transactions involving our securities during specified periods for which the Company has determined such individuals are most likely to be aware of material, non-public information.

The Insider Trading Policy also requires pre-clearance from our Compliance Officer prior to making certain transactions involving our securities.

A copy of our Insider Trading Policy is included as Exhibit 19.1 to this Annual Report on Form 10-K.

Executive Compensation

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Chief Financial Officer and Secretary

Scott Ahlberg

Chief Operating Officer

(1) Represents the grant date fair value of 79,897 shares of restricted stock granted on August 19, 2022.

The grant date fair value was estimated using the market price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

(2) Represents the grant date fair value of 500,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years.

(3) Represents the grant date fair value of 50,000 shares of restricted stock granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

(4) Represents the grant date fair value of 24,601 shares of restricted stock granted on August 19, 2022.

The grant date fair value was estimated using the market price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

(5) Represents the grant date fair value of 300,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

Chief Revenue Officer

(1) Represents the grant date fair value of 50,000 shares of restricted stock granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

(6) Represents the grant date fair value of 28,454 shares of restricted stock granted on August 19, 2022.

The grant date fair value was estimated using the market price of our common stock at the date of grant.

The restricted stock vests over a three-year period, with a one year cliff vesting period, and remains subject to forfeiture if vesting conditions are not met.

(7) Represents the grant date fair value of 150,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

(2) Represents the grant date fair value of 340,000 shares of restricted stock granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Employment Agreements

On March 29, 2021, we entered into an executive employment agreement with Mr.

On October 4, 2024, we entered into an executive employment agreement with Mr.

Olivier governing Mr.

Olivier’s continuing employment, which has an indefinite period.

Under the terms of the executive employment agreement, Mr.

Olivier agreed to serve as our Interim Chief Executive Officer and President on an at-will basis.

The term of the agreement ended on September 21, 2021, and it was amended and restated on October 4, 2021 to formally appoint Mr.

Oliver as Chief Executive Officer and President.

Olivier agreed to serve as our Chief Executive Officer and President on an at-will basis.

The agreement provides for a base salary of at least $425,000 per year, subject to annual review and adjustment by the Board, and participation in an executive bonus plan as determined by the Board.

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Olivier’s salary is allocated to his duties as a director of our company.

The amended and restated agreement contains provisions that prohibit Mr.

Olivier from soliciting our customers or employees during his employment with us and for one year afterward.

The agreement contains provisions that prohibit Mr.

Olivier from soliciting our customers or employees during his employment with us and for two years afterward.

The agreement also contains provisions that restrict disclosure by Mr.

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We may terminate the agreement at any time, with or without cause.

Olivier will be eligible to receive an amount equal to his then-current base salary payable and group medical benefits for a period equal to the lesser of (i) eighteen (18) months or (ii) or the end of the term if his amended and restated agreement, if he is terminated without cause.

In addition, he is eligible to receive a pro-rata bonus for the fiscal year of termination.

Olivier may terminate the agreement at any time, with or without reason, upon two weeks’ advance written notice.

Olivier will be eligible to receive (i) an amount equal to eighteen (18) months of his then-current base salary payable in the form of salary continuation, (ii) any accrued but unpaid bonus, if we terminate Mr.

Olivier’s employment between July 1 and September 15, (iii) a pro-rata bonus for the then-current fiscal year and (iv) continuation of health and welfare benefits for eighteen (18) months, if he is terminated without cause.

In addition, he is eligible to receive a pro-rata bonus for the fiscal year of

Olivier may terminate the agreement at any time, with or without reason, upon thirty (30) days advance written notice.

William Nurthen

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We may terminate the agreement at any time, with or without cause.

Nurthen will be eligible to receive (i) an amount equal to twelve (12) months of his then-current base salary payable in the form of salary continuation, (ii) a pro-rata bonus for the then-current fiscal year, (iii) acceleration of all outstanding unvested options or restricted stock as of the effective date of termination, and (iv) continuation of health and welfare benefits for 12 months if he is terminated without cause.

Nurthen may terminate the agreement at any time, with or without reason, upon thirty (30) days’ advance written notice.

Scott Ahlberg

On July 1, 2013, we entered into an executive employment agreement with Mr.

Ahlberg which was subsequently amended effective June 30, 2023.

Under the terms of the executive employment agreement, Mr.

Ahlberg has agreed to serve as Chief Operating Officer on an at-will basis.

The term of the agreement ends on June 30 of each year, subject to automatic renewal for subsequent one-year periods unless Reprints Desk provides written notice of non-renewal to Mr.

Ahlberg at least thirty (30) days prior to the expiration of the then-current term, and subject to earlier termination in accordance with the other provisions of Mr.

Ahlberg’s executive employment agreement.

The agreement provides for a base salary of $240,400 per year, subject to adjustment from time to time, and participation in an executive bonus plan as determined by the Board.

The agreement contains provisions that prohibit Mr.

Ahlberg from soliciting our customers or employees during his employment with us and for one year afterward.

The agreement also contains provisions that restrict disclosure by Mr.

Ahlberg of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment.

We may terminate the agreement at any time, with or without cause.

Ahlberg will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

Ahlberg may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice.

On November 4, 2024, we entered into an executive employment agreement with Mr.

Hunt which was subsequently amended on June 30, 2022.

Under the terms of the executive employment agreement, as amended, Mr.

Hunt has agreed to serve as Chief Revenue Officer on an at-will basis.

Under the terms of the executive employment agreement, Mr.

Cohen has agreed to serve as Chief Revenue Officer on an at-will basis.

The term of the agreement is indefinite unless terminated by either party subject to the provisions of the employment agreement.

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The agreement contains provisions that prohibit Mr.

Hunt from soliciting our customers or employees during his employment with us and for one year afterward.

Cohen from soliciting our customers or employees during his employment with us and for eighteen (18) months afterward.

The agreement also contains provisions that restrict disclosure by Mr.

Hunt of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment.

Cohen of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment.

We may terminate the agreement at any time, with or without cause.

Hunt will be eligible to receive an amount equal to six (6) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

Hunt may terminate the agreement at any time, with or without reason, upon two weeks’ advance written notice.

In the event of a termination without cause in the first year of his employment or withing twelve (12) months of change of control, Mr.

Cohen will be eligible to receive (i) an amount equal to nine (9) months of his then-current base salary payable in the form of salary continuation, plus (ii) any earned but unpaid bonus, (iii) pro-rata bonus for the then-current fiscal year, (iv) continuation of health and welfare benefits for nine (9) months.

In the event of any other termination without cause, Mr.

Cohen will receive the same as the above with the exception that the salary continuation will be reduced to six (6) months from nine (9) months.

Cohen may terminate the agreement at any time, with or without reason.

Outstanding Equity at Fiscal Year Ended June 30, 2025

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William Nurthen

Scott Ahlberg

(1) Stock options expire ten years from the grant date.

The restricted stock was granted on December 2, 2021 and vest over a three year period, with a one year cliff vesting period.

(3) Based on a market closing price per share of common stock of $2.19 on December 2, 2021.

The restricted stock was granted on February 8, 2022 and vest over a three year period, with a one year cliff vesting period.

(5) Based on a market closing price per share of common stock of $2.10 on February 8, 2022.

The restricted stock was granted on May 10, 2022 and vest over a three year period, with a one year cliff vesting period.

(7) Based on a market closing price per share of common stock of $1.87 on May 10, 2022.

The restricted stock was granted on August 19, 2022 and vest over a three year period, with a one year cliff vesting period.

(9) Based on a market closing price per share of common stock of $1.94 on August 19, 2022.

(1) The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

(2) Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years.

The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period.

(4) Based on a market closing price per share of common stock of $2.61 on October 4, 2021.

The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years.

The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Based on fair value 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 2.25 years.

The restricted stock was granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years.

Compensation of Directors

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Jeremy Murphy (4)

(1) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 16,000 shares of common stock at an exercise price of $0.80 per share and options to purchase 30,000 shares of common stock at an exercise price of $1.10 per share.

(2) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share.

(3) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.

(4) Outstanding equity awards as of June 30, 2024 consists of options to purchase 60,137 shares of common stock at an exercise price of $2.73.

(5) Outstanding equity awards as of June 30, 2024 consists of options to purchase 47,797 shares of common stock at an exercise price of $2.73.

(1) Outstanding equity awards as of June 30, 2025 consists of options to purchase 60,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share.

(2) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share.

(3) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79, 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.

(4) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 60,137 shares of common stock at an exercise price of $2.73.

(5) Outstanding equity awards as of June 30, 2025 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 47,797 shares of common stock at an exercise price of $2.73.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

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New York, NY 10177

Peter Victor Derycz

2355 Westwood Boulevard, #739

Los Angeles, CA 90064

Cove Street Capital, LLC (2)

525 South Douglas Street, Suite 225

El Segundo, CA 90245

16 Fort Hills Lane

Greenwich, CT 06831

Punch & Associates Investment Management, Inc.

7701 France Avenue South, Suite 300

Edina, MN 55435

Poplar Point Capital Management, LLC

330 Primrose Road, Suite 400

Burlingame, CA 94010

Directors and Executive Officers:

William Nurthen (3)

Scott Ahlberg (5)

Shane Hunt (6)

Sefton Cohen (4)

John Regazzi (5)

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The foregoing information regarding the Needham Investors is based solely on Schedule 13F, filed by the Needham Investment Management, LLC with the SEC on August 14, 2024.

The foregoing information regarding Cove Street Capital, LLC is based solely on Schedule 13F, filed by Cove Street Capital, LLC with the SEC on July 18, 2024.

Includes shares underlying options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, and 434,417 shares of unvested restricted stock.

Of this amount, 34,417 shares of the restricted stock vests over a three-year period, with one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.

The remaining 400,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

Includes 216,250 shares of unvested restricted stock.

Of this amount, 6,250 shares of the restricted stock vests over a four-year period, with a one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.

10,651 shares of the restricted stock vests over a three-year period, with a one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.

The remaining 280,000 shares of unvested restricted stock were granted on October 31, 2022 and December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

Includes 132,375 shares of unvested restricted stock.

Of this amount 12,375 shares of the restricted stock vests over a three-year period, with a one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.

The remaining 120,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

Includes shares underlying options to purchase 7,500 shares of common stock at an exercise price of $1.00 per share, options to purchase 12,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 10,000 shares of common stock at an exercise price of $1.59 per share, options to purchase 20,000 shares of common stock at an exercise price of $2.50 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.49 per share, options to purchase 8,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 8,000 shares of common stock at an exercise price of $3.50 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.99 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.45 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.49 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.17 per share, options to purchase 7,353 shares of common stock at an exercise price of $2.64 per share, and 246,073 shares of unvested restricted stock.

Of this amount, 6,073 shares of the restricted stock vests over a three-year period, with one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.

The remaining 240,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).

Includes shares underlying options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at

an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15 per share.

Includes options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15.

Includes shares underlying options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15.

The remaining 210,000 shares of unvested restricted stock were granted on October 31, 2022 and December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Includes 204,000 shares of unvested restricted stock that were granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP.

Includes shares underlying options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15 per share and options to purchase 33,333 shares of common stock at an exercise price of $2.73 per share.

Includes options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 33,333 shares of common stock at an exercise price of $2.73.

Includes shares underlying options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 33,333 shares of common stock at an exercise price of $2.73.

Includes shares underlying options to purchase 40,091 shares of common stock at an exercise price of $2.73 per share.

5 unchanged sentences

The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants.

On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000.

On November 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.

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.

2 unchanged sentences

As of June 30, 2025, there were 506,577 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan.

All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were

made under the 2017 Plan.

The following table provides information as of June 30, 2025 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance.

21 unchanged sentences

Our board of directors currently consists of six members:

Regazzi (Chairman), Ms.

Olivier (Chairman), Ms.

Cooperman, Mr.

12 unchanged sentences

Summary of Principal Accounting Fees for Professional Services Rendered

Our independent registered public accounting firm is Weinberg & Company, P.A.

Our independent registered public accounting firm is Wipfli LLP, headquartered at 10000 Innovation Drive, Suite 250, Milwaukee, WI 53226.

PCAOB Auditor ID:

344 for the year ended June 30, 2025.

For the year ended June 30, 2024, our independent registered public accounting firm was Weinberg & Company, P.A.

1925 Century Park E., Suite 1120, Los Angeles, CA 90067.

PCAOB Auditor ID:

The following table presents the aggregate fees for professional audit services and other services rendered in the fiscal years ended June 30, 2024 and 2023.

The following table presents the aggregate fees for professional audit services for both firms and other services rendered in the fiscal years ended June 30, 2025 and 2024.

For the year ended June 30, 2025, the total of $256,854 was comprised of $200,854 for Weinberg & Company, P.A.

and $56,000 for Wipfli LLP.

June 30, 2025

5 unchanged sentences

Tax Fees consist of fees for professional services for tax compliance activities, including the preparation of federal and state tax returns and related compliance matters.

All Other Fees consists of amounts billed for services other than those noted above.

All Other Fees consist of amounts billed for services other than those noted above.

The audit committee of our board of directors has considered whether the provision of the services described above for the fiscal years ended June 30, 2025 and 2024, is compatible with maintaining the auditor’s independence.

29 unchanged sentences

Description of the registrant’s common stock.

Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Amendment to Executive Employment Agreement dated June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Securities Purchase Agreement dated June 23, 2016, among Research Solutions, Inc.

2 unchanged sentences

and the Investors signatory thereto.

Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Amended and Restated Loan and Security Agreement dated October 31, 2017, between Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

First Amendment to Amended and Restated Loan and Security Agreement, effective December 31, 2019, among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Second Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Consulting Agreement dated July 1, 2020, between Reprints Desk, Inc.

and Michiel van der Heijden BV.

Amended and Restated Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc.

and Peter Derycz.

Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc.

Amendment to Executive Employment Agreement dated June 30, 2021, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Amendment to Executive Employment Agreement dated June 30, 2022, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.

Amended and Restated Executive Employment Agreement dated October 4, 2021, among Research Solutions, Inc., Reprints Desk, Inc.

Employment Agreement dated October 4, 2021, between Research Solutions, Inc.

and William A.

Executive Employment Agreement dated November 1, 2012, between Research Solutions, Inc., Reprints Desk, Inc.

and Shane Hunt.

Amendment to Executive Employment Agreement dated June 30, 2021, between Research Solutions, Inc., Reprints Desk, Inc.

and Shane Hunt.++

Amendment to Executive Employment Agreement dated June 30, 2022, between Research Solutions, Inc., Reprints Desk, Inc.

and Shane Hunt.++

Third Amendment to Amended and Restated Loan and Security Agreement dated February 15, 2022 among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Fourth Amendment to Amended and Restated Loan and Security Agreement dated February 28, 2022 among Silicon Valley Bank, Research Solutions, Inc.

and Reprints Desk, Inc.

Asset Purchase Agreement dated September 28, 2022, between Reprints Desk, Inc.

2 unchanged sentences

and Shareholder Representative Services LLC dated July 28, 2023.

Amendment to Executive Employment Agreement effective June 30, 2023, between Research Solutions, Inc., Reprints Desk, Inc.

and Scott Ahlberg.++

Cooperation Agreement, dated as of September 15, 2023, by and among Research Solutions, Inc., Peter Derycz, Bristol Investment Fund, Ltd., Bristol Capital Advisors, LLC and Paul Kessler.

5 unchanged sentences

and PNC Bank, National Association, dated as of April 15, 2024.

Employment Agreement, dated October 4, 2024, between Research Solutions, Inc.

Employment Agreement, dated November 4, 2024, between Research Solutions, Inc.

and Sefton Cohen.

Insider Trading Policy

List of Subsidiaries.

Consent of Independent Registered Public Accounting Firm.

Consent of Weinberg and Company, P.A.

Consent of Wipfli LLP.

Power of Attorney.

64 unchanged sentences

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 9A. Controls and Procedures