What changed in this filing

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Item 9A. Controls and Procedures

2022-09-23 compared with 2021-09-23 · 148 added, 189 removed, 474 unchanged (42% of the section changed)

34 unchanged sentences

Other Information

On September 23, 2021, the Compensation Committee of the Company’s Board of Directors extended the term of the Executive Employment Agreement with each of Messrs.

Urban, Ahlberg and Nissan, and the term of the Consulting Agreement with Mr.

van der Heijden, effective June 30, 2021, for an additional term of one year ending June 30, 2022.

On August 19, 2022, the Compensation Committee of the Company’s Board of Directors approved the extension of the term of the employment agreements with each of Messrs.

Ahlberg and Hunt effective June 30, 2022, for an additional term of one year ending June 30, 2023 for Mr.

Ahlberg, and for an indefinite period for Mr.

Hunt, subject to the termination provisions of his employment agreement.

The Company entered into amendments to the employment agreements and Consulting Agreement, as applicable, for each of the foregoing officers on September 21, 2022 for Mr.

Ahlberg and on September 22, 2022 for Mr.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspectio ns

Directors, Executive Officers and Corporate Governance

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March 29, 2021

Interim President and Chief Executive Officer, and Director

President and Chief Executive Officer, and Director

March 29, 2021

Alan Louis Urban

William Nurthen

Chief Financial Officer and Secretary

November 3, 2011

October 4, 2021

Scott Ahlberg

Chief Operating Officer

Chief Technology Officer

Rogier van Erkel

Shane Hunt (5)

Chief Revenue Officer

Michiel van der Heijden

Chief Product Officer

Chief Customer Success Officer

John Regazzi (1)(3)

1 unchanged sentence

June 22, 2015

Cooperman (1)

February 8, 2022

Merrill McPeak (1)(4)

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(4) Chairman of the Nominating and Governance Committee

(5) Previously served as Chief Customer Success Officer appointed July 1, 2018

Peter Victor Derycz – Executive Chairman

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Derycz’ familiarity with our day-to-day operations, his strategic vision for our business and his past leadership and management experience make him uniquely qualified to serve as a director.

Olivier – Interim Chief Executive Officer and President, and Director

Olivier was named Interim Chief Executive Officer and President on March 29, 2021.

Olivier – Chief Executive Officer and President, and Director

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 has been a member of the Company's Board of Directors since January 2018.

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Earlier in his career, he served as VP of Sales and Marketing for ProQuest Media Solutions (now Snap-on Inc.) and held executive and senior management positions at multiple companies across the telecommunications and computer industries including Multicom Publishing, Tandy Corporation, BusinessLand and PacTel.

Alan Louis Urban – Chief Financial Officer and Secretary

Urban joined Research Solutions in 2011 and has over 25 years of experience in corporate finance and accounting.

Urban has previously served in numerous senior management positions, including:

Vice President of Finance and Treasurer for Infotrieve from 2000 to 2004;

Chief Financial Officer of a leading online poker company from 2005 to 2006;

and Chief Financial Officer of ReachLocal (NASDAQ:RLOC) from 2007 to 2009, an internet marketing company that ranked #1 on Deloitte’s Tech Fast 500 List.

Urban has also held positions as an audit and tax manager in public accounting, and as an internal auditor.

He holds a B.S.

in Business, with a concentration in Accounting Theory and Practice, from California State University, Northridge and has been a Certified Public Accountant (currently inactive) since 1998.

William Nurthen – Chief Financial Officer and Secretary

Nurthen was appointed as Chief Financial Officer and Secretary on October 4, 2021.

He brings more than twenty years of experience which includes financial leadership roles at both publicly traded and private companies across multiple industries.

Prior to joining Research Solutions, Mr.

Nurthen served in Chief Financial Officer roles for Endeavor Business Media, a B2B media publisher, and ARI Network Services, Inc.

(formerly on the Nasdaq), a SaaS marketing company.

Nurthen has also held prior CFO roles in investment banking, biotechnology, and information technology.

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

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

Marc Nissan –Chief Technology Officer

Nissan has 15 years of experience in systems architecture and technology build-out.

Nissan is an experienced software developer with strong hands-on management and interpersonal skills.

Nissan has performed full implementation and integration of custom software solutions for clients, including interviewing users, gathering requirements, analysis, design, and documentation.

During the past 15 years, Mr.

Nissan has held various technology architecture positions at Infotrieve, Ultralink, and MPDN.

Rogier van Erkel – Chief Revenue Officer

van Erkel has 12 years of sales management experience at Elsevier, an information and analytics company, and one of the world’s major providers of scientific, technical and medical information.

In his most recent role, he served as sales director, leading a global team and agent network.

He managed a diverse sales portfolio consisting of four product groups selling to businesses all over the world.

In that role, he specialized in information products, input for discovery tools and solutions to optimize and maximize customer workflow.

He also served in other senior sales roles in Elsevier and before that, managed sales and operations teams for five years at Renewi (formerly Van Gansewinkel), a leading waste management company operating across Europe.

van Erkel earned his Master’s degree from the University of Amsterdam and his Bachelor of Arts in Business Economics from Hanze University of Applied Sciences Groningen.

For charity, Mr.

van Erkel coaches start-ups to improve their sales through his involvement in incubator firms Rockstart and ACE.

Michiel van der Heijden – Chief Product Officer

van der Heijden has over 15 years of experience in the STM publishing industry and has held various roles in product technology, product development and business development.

His most recent role at industry-leading publisher Springer Nature was VP Business Development, managing a team of product owners, responsible for all institutional academic, government & corporate eBooks and journals business models, including one of the most prestigious scientific journals:

van der Heijden worked at another STM publishing giant, Elsevier in various product management roles.

He served as the Interim Head of the Central Public Services Department at the University Utrecht Library for 2 years, where he was responsible for the development of the digital University Library.

In his final year in University he was a founding partner of a Dutch web company focused on the design and implementation of internet applications for customers in the Education and Cultural field.

van der Heijden received his Masters in Industrial Design Engineering in 1996 from the Technical University of Delft, The Netherlands, specializing in Business & Product Development.

Shane Hunt – Chief Customer Success Officer

Hunt provides leadership resulting in the 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.

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.

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Department of Commerce.

He currently serves as

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

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

Regazzi earned his B.S.

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Regazzi should serve as a director in light of his extensive experience in the information services industry.

Cooperman – Director

Cooperman was appointed to our board of directors on February 8, 2022.

Cooperman is an accomplished executive with general management background, P&L responsibility, and world-class marketing specialty in both B2B and B2C sectors.

She has more than 20 years’ governance experience on boards including early-stage and privately-held companies, nonprofits, industry associations, as well as executive leadership teams.

She is known for being strategic and is a highly regarded leader skilled at developing vision and guiding organizations through growth stages and periods of reinvention.

With 20+ years in the C-suite, Ms.

Cooperman has significant experience advising the board on a wide range of issues such as unlocking brand value, strategic plans, M&A, and corporate social responsibility.

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.

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.

Kroll Ontrack was sold in 2016 and Kroll in 2018, both at highly attractive valuations.

Prior to her role as Chief Marketing Officer at Kroll, Inc., Ms.

Cooperman worked for 12 years at Reed Elsevier, where she served as the Global Chief Marketing Officer for LexisNexis and Elsevier.

General Merrill McPeak – Director

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Robin was appointed to our board of directors on March 31, 2021.

Robin is currently a principal of Cove Street Capital (“CSC”), a registered investment adviser.

Robin has been employed at CSC since its founding in 2011, becoming a principal in 2014, and serves as the Senior Analyst on both the Small Cap Value and Micro Cap Value strategies of CSC.

Robin is currently the Vice President of BKF Capital Group, Inc.

and also serves as the Vice President of Strategic Initiatives of Interlink Electronics, Inc.

Robin was previously a principal of Cove Street Capital (“CSC”), a registered investment adviser, until August 2022, where he was employed since its founding in 2011, becoming a principal in 2014, and where he served as the Senior Analyst on both the Small Cap Value and Micro Cap Value strategies of CSC.

Our board of directors concluded that Mr.

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Section 16(a) of the Exchange Act requires our officers, directors, and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC and to furnish the Company with copies of all Section 16(a) forms they file.

Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2021 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows:

Ahlberg failed to timely file a Form 4 reporting two transactions and a Form 4 reporting one transaction;

van der Heijden failed to timely file a Form 3 and a Form 4 reporting one transaction;

Nissan failed to timely file a Form 4 reporting three transactions and two Form 4s each reporting one transaction;

Urban failed to timely file two Form 4s each reporting one transaction;

Our review of copies of the Section 16(a) reports

filed to report transactions occurring during the fiscal year ended June 30, 2022 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 two Form 4s reporting two transactions;

Ahlberg failed to timely file two Form 4s reporting three transactions;

Cooperman failed to timely file a Form 3 and a Form 4 reporting one transaction;

and each of Messrs.

Derycz, van Erkel, McPeak and Regazzi failed to timely file a Form 4 reporting one transaction.

Olivier, McPeak and Robin and Alan Urban (our former Chief Financial Officer) failed to timely file a Form 4 reporting one transaction.

Audit Committee Financial Expert

Our board of directors has a separately designated standing Audit Committee, comprised of Messrs.

Regazzi (Chairman), McPeak and Robin, each of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for companies traded on NASDAQ.

Regazzi (Chairman), McPeak and Robin and Ms.

Cooperman, each of whom our board of directors has determined to be an independent director as that term is defined in the applicable rules for companies traded on Nasdaq.

Our board of directors has determined that Mr.

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Executive Chairman

Interim President and Chief Executive Officer, and Director

Alan Louis Urban

President and Chief Executive Officer, and Director

William Nurthen

Chief Financial Officer and Secretary

Scott Ahlberg

Chief Operating Officer

(1) Represents the grant date fair value of 37,200 shares of restricted stock granted on August 3, 2020, 7,277 shares of restricted stock granted on November 17, 2020, 6,225 shares of restricted stock granted on February 9, 2021, and 10,000 shares of restricted stock granted on May 11, 2021.

(1) Represents the grant date fair value of 30,061 shares of restricted stock granted on August 5, 2021, 7,078 shares of restricted stock granted on December 2, 2021, 7,381 shares of restricted stock granted on February 8, 2022, and 8,289 shares of restricted stock granted on May 10, 2022.

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

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(2) Represents the grant date fair value of 37,200 shares of restricted stock granted on August 3, 2020, 7,277 shares of restricted stock granted on November 17, 2020, 6,225 shares of restricted stock granted on February 9, 2021, and 10,000 shares of restricted stock granted on May 11, 2021.

The grant date fair value was estimated using the

market price of our common stock at the date of grant.

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

(3) Represents the grant date fair value of 18,939 shares of restricted stock granted on August 5, 2021, 14,155 shares of restricted stock granted on December 2, 2021, 14,762 shares of restricted stock granted on February 8, 2022, and 16,578 shares of restricted stock granted on May 10, 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.

Represents director stock compensation for the fair value of fully vested options granted on November 17, 2020, to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Represents director cash compensation.

Represents director stock compensation for the fair value of fully vested options granted on November 17, 2020, to purchase 50,000 shares of common stock at an exercise price of $3.13 per share.

Represents the grant date fair value of 27,600 shares of restricted stock granted on August 3, 2020, 5,399 shares of restricted stock granted on November 17, 2020, 4,618 shares of restricted stock granted on February 9, 2021, and 7,419 shares of restricted stock granted on May 11, 2021.

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.

Represents the grant date fair value of 16,100 shares of restricted stock granted on August 1, 2019, 3,215 shares of restricted stock granted on November 12, 2019, 2,875 shares of restricted stock granted on February 11, 2020, and 3,298 shares of restricted stock granted on May 12, 2020.

Represents the grant date fair value of 100,000 shares of restricted stock granted on October 4, 2021, 5,476 shares of restricted stock granted on February 8, 2022, and 6,150 shares of restricted stock granted on May 10, 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.

Of this amount, 100,000 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.

The remaining 11,626 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.

Employment Agreements

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

Derycz will be eligible to receive an amount equal to his then-current base salary and bonus payable through the end of the term in the form of salary continuation if he is terminated without cause.

Derycz will be eligible to receive an amount equal to his then-current base salary and bonus payable through the end of the term in the form of salary continuation, and vesting for all of his then-outstanding incentive awards will fully accelerate such that such incentive awards shall become fully vested, if he is terminated without cause.

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

1 unchanged sentence

Under the terms of the executive employment agreement, Mr.

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

The term of the agreement ends on September 21, 2021.

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.

The agreement provides for a base salary of $371,520 per year and participation in an executive bonus plan as determined by the Board.

1 unchanged sentence

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

The agreement contains provisions that prohibit Mr.

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 also contains provisions that restrict disclosure by Mr.

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

Olivier 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.

Olivier will be eligible to receive an amount equal to his then-current base salary payable through the end of the term in the form of salary continuation if he is terminated 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.

Alan Louis Urban

On November 3, 2011, we entered into an executive employment agreement with Mr.

Urban which was subsequently amended on June 30, 2021.

William Nurthen

On October 4, 2021, we entered into an executive employment agreement with Mr.

Nurthen which has an indefinite period.

Under the terms of the executive employment agreement, Mr.

Urban has agreed to serve as our Chief Financial Officer on an at-will basis.

The term of the agreement ends on June 30, 2022.

Nurthen has agreed to serve as our Chief Financial Officer on an at-will basis.

The agreement provides for a base salary of $284,000 per year and participation in an executive bonus plan as determined by the Board.

The agreement contains provisions that prohibit Mr.

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

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

The agreement also contains provisions that restrict disclosure by Mr.

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

Nurthen 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.

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

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

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

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

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

Nissan which was subsequently amended on June 30, 2021.

Under the terms of the executive employment agreement, Mr.

Nissan has agreed to serve as Chief Technology Officer on an at-will basis.

The term of the agreement ends on June 30, 2022.

The agreement provides for a base salary of $245,860 per year and participation in an executive bonus plan as determined by the Board.

On November 1, 2012, 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.

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

The agreement provides for a base salary of $225,000 per year and participation in a bonus plan based upon company sales and retention, and executive bonus plan as determined by the Board.

The agreement contains provisions that prohibit Mr.

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

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

The agreement also contains provisions that restrict disclosure by Mr.

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

Hunt 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.

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

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

Michiel van der Heijden

On July 1, 2020, we entered into a consulting agreement with Mr.

van der Heijden which was subsequently amended on June 30, 2021.

Under the terms of the consulting agreement, Mr.

van der Heijden has agreed to serve as our Chief Product Officer.

The agreement provides for a base salary of approximately $245,000 per year and additional bonus if certain performance targets are attained.

The agreement contains provisions that prohibit Mr.

van der Heijden from serving any interest or taking any action which might conflict with our interests.

The agreement also contains provisions that restrict disclosure by Mr.

der Heijden of our confidential information and assign ownership to us of inventions related to our business that are created by him during his service with us.

After the first year we may terminate the agreement at any time, with or without cause.

van der Heijden will be eligible to receive an amount equal to four (4) months of his then-current base salary payable in the form of salary continuation if he is terminated without cause.

After the first year Mr.

van der Heijden may terminate the agreement at any time, with or without reason, upon 60 days’ notice.

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.

Outstanding Equity at Fiscal Year Ended June 30, 2022

13 unchanged sentences

Peter Victor Derycz

Alan Louis Urban

Scott Ahlberg

William Nurthen

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

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(17) Based on a market closing price per share of common stock of $2.64 on August, 2021.

(18) The restricted stock was granted on November 17, 2020 and vest over a three year period, with a one year cliff vesting period.

(19) Based on a market closing price per share of common stock of $2.13 on November 17, 2020.

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

(19) Based on a market closing price per share of common stock of $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.

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

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

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

Compensation of Directors

4 unchanged sentences

Eugene Robin (3)

(1) Outstanding equity awards as of June 30, 2021 consists of 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, and options to purchase 50,000 shares of common stock at $2.40 per share.

(2) Outstanding equity awards as of June 30, 2021 consists of options to purchase 100,000 shares of common stock at $2.13 per share, options to purchase 100,000 shares of common stock at $3.13 per share, options to purchase 100,000 shares of common stock at $2.40 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share.

(3) Outstanding equity awards as of June 30, 2021 consists of shares underlying warrants to purchase 50,000 shares of common stock at an exercise price of $1.19 per share, options to purchase 50,000 shares of common stock at 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 $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, and options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share.

Cooperman (4)

(1) Outstanding equity awards as of June 30, 2022 consists of options to purchase 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at $2.13 per share, options to purchase 100,000 shares of common stock at $3.13 per share, options to purchase 100,000 shares of common stock at $2.40 per share, options to purchase 30,000 shares of common stock at $1.10 per share, options to purchase 16,000 shares of common stock at $0.80 per share, options to purchase 150,000 shares of common stock at $0.70 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 150,000 shares of common stock at an exercise price of $1.20 per share.

(2) Outstanding equity awards as of June 30, 2022 consists of 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 $2.13 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, 2022 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share and options to purchase 31,250 shares of common stock at an exercise price of $2.43 per share.

(4) Outstanding equity awards as of June 30, 2022 consists of options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.

22 unchanged sentences

Peter Victor Derycz (2)

Alan Louis Urban (4)

William Nurthen (4)

Scott Ahlberg (5)

Marc Nissan (6)

Rogier van Erkel (7)

Michiel van der Heijden (8)

Shane Hunt (6)

2 unchanged sentences

Eugene Robin (9)

Barbara Cooperman (10)

All Directors and Executive Officers as a group (9 persons) (11)

* Less than 1%

Paul Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd.

5 unchanged sentences

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

Includes 5,000 shares owned by the wife of Mr.

Urban, 5,000 shares owned by each of the three children of Mr.

Urban, shares underlying options to purchase 125,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 24,000 shares of common stock at an exercise price of $1.15 per share, and 64,318 shares of unvested restricted stock.

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

Includes 111,626 shares of unvested restricted stock.

Of this amount, 100,000 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.

The remaining 11,626 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.

Includes shares underlying options to purchase 75,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 25,600 shares of common stock at an exercise price of $1.15 per share, and 58,838 shares of unvested restricted stock.

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

Includes shares underlying options to purchase 100,000 shares of common stock at an exercise price of $1.50 per share, options to purchase 100,000 shares of common stock at an exercise price of $1.30 per share, options to purchase 28,800 shares of common stock at an exercise price of $1.15 per share, and 64,318 shares of unvested restricted stock.

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

Includes shares underlying options to purchase 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 7,333 shares of common stock at an exercise price of $3.50 per share, options to purchase 6,667 shares of common stock at an exercise price of $2.99 per share, options to purchase 6,000 shares of common stock at an exercise price of $2.45 per share, options to purchase 5,333 shares of common stock at an exercise price of $2.13 per share, options to purchase 4,667 shares of common stock at an exercise price of $2.49 per share, options to purchase 4,000 shares of common stock at an exercise price of $2.17 per share, and options to purchase 3,064 shares of common stock at an exercise price of $2.64 per share.

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

Includes options to purchase50,000 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, and options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share.

Includes shares underlying options to purchase 31,250 shares of common stock at an exercise price of $2.43 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share.

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

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 16,667 shares of common stock at an exercise price of $2.50 per share, options to purchase 6,000 shares of common stock at an exercise price of $2.49 per share, options to purchase 5,333 shares of common stock at an exercise price of $3.13 per share, options to purchase 4,667 shares of common stock at an exercise price of $3.50 per share, options to purchase 4,000 shares of common stock at an exercise price of $2.99 per share, options to purchase 3,333 shares of common stock at an exercise price of $2.45 per share, and options to purchase 2,667 shares of common stock at an exercise price of $2.13 per share.

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

Includes shares underlying warrants to purchase 50,000 shares of common stock at an exercise price $1.19 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 125,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, and options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share.

Includes shares underlying options to purchase 31,250 shares of common stock at an exercise price of $2.43 per share.

Includes shares underlying warrants to purchase 50,000 shares of common stock, and shares underlying options to purchase 2,354,636 shares of common stock.

Includes shares underlying options to purchase 2,415,154 shares of common stock.

Equity Compensation Plan Information

1 unchanged sentence

The Plans were approved by our board of directors and stockholders.

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

The purpose of the Plans is to grant stock and options to purchase our common

stock, and other incentive awards, to our employees, directors and key consultants.

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

On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan.

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.

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

1 unchanged sentence

Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan.

On November 12, 2019, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Plan increased from 1,874,513 to 2,374,513.

As of June 30, 2022, there were 3,935,596 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, 2021 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance.

The following table provides information as of June 30, 2022 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance.

Number of securities

19 unchanged sentences

Director Independence

Our board of directors currently consists of five members:

Derycz (Executive Chairman), McPeak, Olivier, Regazzi and Robin.

Our board of directors has determined that Gen.

Our board of directors currently consists of six members:

Derycz (Executive Chairman), McPeak, Olivier, Regazzi, Robin and Ms.

Our board of directors has determined that Ms.

Cooperman, Gen.

Regazzi and Mr.

Robin are independent directors as that term is defined in the applicable rules for companies traded on Nasdaq.

Cooperman, Gen.

Regazzi and Mr.

2 unchanged sentences

Summary of Principal Accounting Fees for Professional Services Rendered

The following table presents the aggregate fees for professional audit services and other services rendered by Weinberg & Company, P.A., our independent registered public accountants in the fiscal years ended June 30, 2021 and 2020.

Our independent registered public accounting firm is 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, 2022 and 2021.

June 30, 2022

42 unchanged sentences

(Incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed on November 12, 2010.)++

Executive Employment Agreement dated November 3, 2011, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Louis Urban.

(Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed on November 9, 2011.)++

Form of Common Stock Purchase Warrant dated December 19, 2011.

6 unchanged sentences

(Incorporated by reference to Exhibit 10.12 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

Amendment to Executive Employment Agreement dated July 26, 2013, between Research Solutions, Inc., Reprints Desk, Inc.

and Alan Louis Urban.

(Incorporated by reference to Exhibit 10.13 to the registrant’s Annual Report on Form 10-K filed on September 30, 2013.)++

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

1 unchanged sentence

(Incorporated by reference to Exhibit 10.25 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

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

and Alan Louis Urban.

(Incorporated by reference to Exhibit 10.26 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)++

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

6 unchanged sentences

(Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed on June 28, 2016.)

Office Lease dated December 29, 2016 between Research Solutions, Inc.

and Douglas Emmett 2014, LLC.

(Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed January 6, 2017.)

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

1 unchanged sentence

(Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

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

and Alan Urban.

(Incorporated by reference to Exhibit 10.33 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++

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

and Marc Nissan.

(Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

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

and Marc Nissan.

(Incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

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

and Marc Nissan.

(Incorporated by reference to Exhibit 10.37 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

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

1 unchanged sentence

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed February 14, 2018.)

Consulting Agreement dated May 31, 2018, between Reprints Desk, Inc.

and Rogier Sales Consultancy.

(Incorporated by reference to Exhibit 10.38 to the Registrant’s Annual Report on Form 10-K filed September 20, 2018.)++

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

and Alan Urban.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

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

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

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

and Marc Nissan.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed August 7, 2019.)++

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

5 unchanged sentences

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

and Alan Urban.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

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

and Scott Ahlberg.

(Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

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

and Marc Nissan.

(Incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++

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

7 unchanged sentences

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

and Alan Urban.++

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.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed November 12, 2021.)++

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

and William A.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed November 12, 2021.)++

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 Marc Nissan.++

Consulting Agreement Amendment dated July 1, 2021, between Reprints Desk, Inc.

and Michiel van der Heijden BV.

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.

(Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2022.)

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.

(Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2022.)

List of Subsidiaries.

(Incorporated by reference to Exhibit 21 to the registrant’s Annual Report on Form 10-K filed on September 8, 2015.)

Consent of Independent Registered Pubic Accounting Firm.

37 unchanged sentences

September 23, 2022

Interim President and Chief Executive Officer

Chief Executive Officer and President

(Principal Executive Officer)

/s/ Alan Louis Urban

Alan Louis Urban

/s/ William Nurthen

William Nurthen

September 23, 2022

3 unchanged sentences

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Roy W.

Olivier and Alan Urban, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Olivier and William Nurthen, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution for him or her, and in his or her name in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, and any of them or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

September 23, 2022

Interim Chief Executive Officer (Principal Executive Officer), President and Director

Chief Executive Officer (Principal Executive Officer), President and Director

September 23, 2022

/s/ Alan Louis Urban

Alan Louis Urban

/s/ William Nurthen

William Nurthen

Chief Financial Officer (Principal Financial

12 unchanged sentences

September 23, 2022

/s/ Barbara J.

September 23, 2022

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