Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information and Approximate Number of Holders of Common Stock
Our common stock is quoted on The Nasdaq Stock Market LLC’s Nasdaq Capital Market (“Nasdaq”) under the symbol “RSSS.”
As of September 12, 2025, according to the records of our transfer agent, we had 48 record holders of our common stock. Because brokers and other institutions hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.
Dividends
We have never declared or paid dividends on our common stock. In addition, our Loan Agreement with PNC Bank prohibits us from paying cash dividends on or after the occurrence of an event of default or if an event of default would occur as a result thereof. We currently intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any dividends on our common stock in the foreseeable future, if at all. Any future determination to declare dividends will be made at the discretion of our board of directors and will depend on our financial condition, operating results, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
Recent Sales of Unregistered Securities
None.
Use of Proceeds
None.
Common Stock Repurchases
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.
During the three months ended June 30, 2025, we repurchased 9,734 shares of our common stock from employees at an average price of approximately $2.69 per share for an aggregate amount of $26,184. During the year ended June 30, 2025, we repurchased 310,330 shares of our common stock from employees at an average market price of approximately $3.01 per share for an aggregate amount of $934,577. As of June 30, 2025, $162,316 remained under the current authorization to repurchase our outstanding common stock from our employees.
During the three months ended June 30, 2024, we repurchased 12,235 shares of our common stock under the repurchase plan at an average price of approximately $2.63 per share for an aggregate amount of $32,178. During the year ended June 30, 2024, we repurchased 198,383 shares of our common stock from employees at an average market price of
22
Table of Contents
approximately $2.79 per share for an aggregate amount of $554,202. As of June 30, 2024, $346,893 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. Direct costs incurred to acquire the shares are included in the total cost of the shares.
The following table summarizes repurchases of our common stock on a monthly basis:
Approximate Dollar Value
Total Number
Average
of Shares that May Yet Be
of Shares
Price Paid
Purchased Under the
Period
Purchased 1
per Share
Plans or Programs
April 1-30, 2025
—
—
$
188,500
May 1-31, 2025
—
—
$
188,500
June 1-30, 2025
9,734
$
2.69
$
162,316
Total
9,734
$
2.69
—
1 Consists of shares of common stock purchased from employees to satisfy tax obligations in connection with the vesting of stock incentive awards.
Equity Compensation Plan Information
Information relating to compensation plans under which our equity securities are authorized for issuance is set forth in Item 12 of this report under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”
Item 6. [Reserved]
23
Table of Contents