34 unchanged sentences
Other Information
−Removed: 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.
−Removed: Ahlberg and Hunt effective June 30, 2022, for an additional term of one year ending June 30, 2023 for Mr.
−Removed: Ahlberg, and for an indefinite period for Mr.
−Removed: Hunt, subject to the termination provisions of his employment agreement.
−Removed: 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.
−Removed: Ahlberg and on September 22, 2022 for Mr.
+Added: On September 5, 2023, the Compensation Committee of the Company’s Board of Directors approved the extension of the term of the employment agreement with Mr.
+Added: Ahlberg effective June 30, 2023, for an annual renewing term unless Reprints Desk provides at least 30 days’ prior notice of non-renewal, subject to the termination provisions of his employment agreement.
+Added: The Company entered into an amendment to Mr.
+Added: Ahlberg’s executive employment agreement effective June 30, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspectio ns
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
20 unchanged sentences
November 5, 2010
−Removed: Eugene Robin (1)(2)
−Removed: March 31, 2021
(1) Member of Audit Committee, Compensation Committee, and Nominating and Governance Committee
−Removed: (2) Chairman of the Compensation Committee
(2) Chairman of the Audit Committee
+Added: (3) Chairman of the Compensation Committee
(4) Chairman of the Nominating and Governance Committee
12 unchanged sentences
Our board of directors believes that Mr.
−Removed: 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.
+Added: Derycz’ familiarity with our day-to-day operations, his strategic vision for our business and his past leadership and management experience make him qualified to serve as a director.
Olivier – Chief Executive Officer and President, and Director
14 unchanged sentences
Ahlberg has effectively served as the Chief Operating Officer since July 1, 2007, and has many years of experience in content and startup businesses.
−Removed: Ahlberg started with Dynamic Information (EbscoDoc) in the 1980s, then went on to lead Sales and Marketing at Infotrieve, Inc.
+Added: 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.
19 unchanged sentences
Regazzi has designed, launched, and managed some of the most innovative and well-known information services in the professional communities, including the Engineering Village, Science Direct, Scirus and Scopus, as well as numerous other electronic information services dating back to the early days of the online and CD-ROM industries.
−Removed: Regazzi has served on a variety of corporate and industry boards, including the British Standards Institute Group and the American Institute of Physics, and he recently was appointed and serves as chairman of the board of National Technical Information Service, a division of the U.S.
+Added: Regazzi has served on a variety of corporate and industry boards, including the British Standards Institute Group and the American Institute of Physics, and he served as chairman of the board of National Technical Information Service, a division of the U.S.
Department of Commerce.
20 unchanged sentences
Cooperman worked for 12 years at Reed Elsevier, where she served as the Global Chief Marketing Officer for LexisNexis and Elsevier.
+Added: Our board of directors concluded that Ms.
+Added: Cooperman should serve as a director in light of her extensive industry knowledge, marketing and operating expertise, and governance experience.
General Merrill McPeak – Director
8 unchanged sentences
Currently, Gen.
−Removed: McPeak is a director of Iovance Biotherapeutics (IOVA, Nasdaq).
−Removed: General McPeak was a founding investor, director and chairman of Ethicspoint, Inc., a software-as-a-service provider of secure, confidential employee reporting systems, that was acquired by private equity at a return making it one of Oregon’s most successful business startups in decades.
+Added: McPeak is a director of Iovance Biotherapeutics (Nasdaq:IOVA).
+Added: McPeak was a founding investor, director and chairman of Ethicspoint, Inc., a software-as-a-service provider of secure, confidential employee reporting systems, that was acquired by private equity at a return making it one of Oregon’s most successful business startups in decades.
Our board of directors concluded that Gen.
McPeak should serve as a director in light of his demonstrated leadership abilities and years of experience serving on the boards of directors of numerous publicly traded corporations.
−Removed: Eugene Robin – Director
−Removed: Robin was appointed to our board of directors on March 31, 2021.
−Removed: Robin is currently the Vice President of BKF Capital Group, Inc.
−Removed: and also serves as the Vice President of Strategic Initiatives of Interlink Electronics, Inc.
−Removed: 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.
−Removed: Our board of directors concluded that Mr.
−Removed: Robin’s investment analysis experience as well as his software and security background make him a valuable addition to the board.
Term of Office
3 unchanged sentences
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.
−Removed: Our review of copies of the Section 16(a) reports
−Removed: 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:
−Removed: Derycz failed to timely file two Form 4s reporting two transactions;
−Removed: Ahlberg failed to timely file two Form 4s reporting three transactions;
−Removed: Cooperman failed to timely file a Form 3 and a Form 4 reporting one transaction;
−Removed: and each of Messrs.
−Removed: Olivier, McPeak and Robin and Alan Urban (our former Chief Financial Officer) failed to timely file a Form 4 reporting one transaction.
+Added: Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2023 indicates that all filing requirements applicable to our officers, directors, and greater than ten percent beneficial owners were complied with except as follows:
+Added: Derycz failed to timely file one Form 4 reporting one transaction;
+Added: McPeak failed to timely file one Form 4 reporting one transaction;
+Added: Ahlberg failed to timely file three Form 4s reporting six transactions.
Audit Committee Financial Expert
−Removed: Our board of directors has a separately designated standing Audit Committee, comprised of Messrs.
−Removed: Regazzi (Chairman), McPeak and Robin and Ms.
−Removed: 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.
+Added: Our board of directors has a separately designated standing Audit Committee, comprised of Mr.
+Added: Regazzi (Chairman), Gen.
+Added: McPeak and Ms.
+Added: Cooperman, each of whom our board of directors has determined to be an independent
+Added: director as that term is defined in the applicable rules for companies traded on Nasdaq.
Our board of directors has determined that Mr.
13 unchanged sentences
Chief Financial Officer and Secretary
+Added: (1) Represents the grant date fair value of 34,639 shares of restricted stock granted on August 19, 2022.
+Added: The grant date fair value was estimated using the market price of our common stock at the date of grant.
+Added: 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 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.
1 unchanged sentence
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.
−Removed: (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.
−Removed: The grant date fair value was estimated using the
−Removed: market price of our common stock at the date of grant.
+Added: (3) Represents the grant date fair value of 79,897 shares of restricted stock granted on August 19, 2022.
+Added: 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.
+Added: (4) Represents the grant date fair value of 500,000 shares of restricted stock granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: 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.
(5) 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.
1 unchanged sentence
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.
−Removed: Represents director cash compensation.
−Removed: 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.
+Added: (6) Represents the grant date fair value of 24,601 shares of restricted stock granted on August 19, 2022.
+Added: The grant date fair value was estimated using the market price of our common stock at the date of grant.
+Added: 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.
+Added: (7) Represents the grant date fair value of 300,000 shares of restricted stock granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: 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.
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.
29 unchanged sentences
The agreement also contains provisions that restrict disclosure by Mr.
−Removed: Olivier of our confidential information and assign ownership to us of inventions related to our
−Removed: business that are created by him during his employment.
+Added: 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.
17 unchanged sentences
On July 1, 2013, we entered into an executive employment agreement with Mr.
−Removed: Ahlberg which was subsequently amended on June 30, 2022.
+Added: 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.
−Removed: The term of the agreement ends on June 30, 2023.
+Added: 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.
+Added: 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.
+Added: Ahlberg’s executive employment agreement.
The agreement provides for a base salary of $240,400 per year and participation in an executive bonus plan as determined by the Board.
17 unchanged sentences
We may terminate the agreement at any time, with or without cause.
−Removed: 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
−Removed: he is terminated without cause.
+Added: 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.
24 unchanged sentences
(9) Based on a market closing price per share of common stock of $2.64 on August, 2021.
−Removed: The restricted stock was granted on November 17, 2020 and vest over a three year period, with a one year cliff vesting period.
−Removed: (11) Based on a market closing price per share of common stock of $2.13 on November 17, 2020.
−Removed: The restricted stock was granted on February 9, 2021 and vest over a three year period, with a one year cliff vesting period.
−Removed: (13) Based on a market closing price per share of common stock of $2.49 on February 9, 2021.
−Removed: The restricted stock was granted on May 11, 2021 and vest over a three year period, with a one year cliff vesting period.
−Removed: (15) Based on a market closing price per share of common stock of $2.17 on May 11, 2021.
−Removed: The restricted stock was granted on August 5, 2021 and vest over a three year period, with a one year cliff vesting period.
−Removed: (17) Based on a market closing price per share of common stock of $2.64 on August, 2021.
The restricted stock was granted on December 2, 2021 and vest over a three year period, with a one year cliff vesting period.
6 unchanged sentences
(17) Based on a market closing price per share of common stock of $2.61 on October 4, 2021.
+Added: The restricted stock was granted on August 19, 2022 and vest over a three year period, with a one year cliff vesting period.
+Added: Based on a market closing price per share of common stock of $1.94 on August 19, 2022.
+Added: The restricted stock was granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: 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.
Compensation of Directors
5 unchanged sentences
Cooperman (4)
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (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.
+Added: (1) Outstanding equity awards as of June 30, 2023 consists of options to purchase 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.
+Added: (2) Outstanding equity awards as of June 30, 2023 consists of options to purchase 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.
+Added: (3) Outstanding equity awards as of June 30, 2023 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.15, 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.
+Added: (4) Outstanding equity awards as of June 30, 2023 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.15, options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
10 unchanged sentences
Greenwich, CT 06831
−Removed: Bristol Investment Fund, Ltd.
−Removed: Sepulveda Blvd., Suite 300
−Removed: Los Angeles, CA 90049
−Removed: Cove Street Capital
−Removed: 2101 East El Segundo Blvd., Suite 203
+Added: Bristol Capital Advisors, LLC (1)
+Added: 555 Marin Street, Suite 140
+Added: Thousand Oaks, CA 91360
+Added: Cove Street Capital, LLC
+Added: 525 South Douglas Street, Suite 225
El Segundo, CA 90245
−Removed: Cowan Prime Advisors, a division of Cowan Prime Services, LLC
−Removed: 599 Lexington Ave., Floor 21
−Removed: New York, NY 10022
Directors and Executive Officers:
5 unchanged sentences
Merrill McPeak (8)
−Removed: Eugene Robin (9)
Barbara Cooperman (9)
2 unchanged sentences
Paul Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd.
−Removed: and is the brother-in-law of Peter Victor Derycz.
+Added: ("Bristol Fund") and is the brother-in-law of Peter Victor Derycz.
Kessler previously served as a member of our board of directors from August 18, 2014 through November 6, 2015.
−Removed: Includes shares underlying options to purchase 32,000 shares of common stock at an exercise price of $1.25 per share, and options to purchase 16,000 shares of common stock at an exercise price of $1.85 per share, and 79,305 shares of unvested restricted stock.
−Removed: 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.
+Added: Kessler, Bristol Fund and Bristol Capital Advisors, LLC, the investment advisor of Bristol Fund, may be deemed to have formed a group with Peter Derycz, Janice Peterson (who holds 1,200 shares of common stock as of August 16, 2023) and Andrew Ritter (who holds no shares of common stock as of August 16, 2023) within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder.
+Added: The shares reported as beneficially owned by Bristol Fund do not include the shares beneficially owned by Mr.
+Added: Derycz or Ms.
+Added: Bristol Fund disclaims any beneficial ownership of any shares of common stock beneficially owned by Mr.
+Added: Derycz or Ms.
+Added: The foregoing information regarding the deemed group is based solely on Amendment No.
+Added: 6 to Schedule 13D, filed by Mr.
+Added: Derycz with the SEC on August 18, 2023.
+Added: Derycz may be deemed to have formed a group with Mr.
+Added: Kessler, Bristol Fund, Bristol Capital Advisors, LLC, Janice Peterson (who holds 1,200 shares of common stock as of August 16, 2023) and Andrew Ritter (who holds no shares of common stock as of August 16, 2023) within the meaning of Section 13(d)(3) of the Exchange Act and Rule 13d-5(b)(1) thereunder.
+Added: The shares reported as beneficially owned by Mr.
+Added: Derycz do not include the shares beneficially owned by Bristol Fund or Ms.
+Added: Derycz disclaims any beneficial ownership of any shares of common stock beneficially owned by Bristol Fund or Ms.
+Added: The foregoing information regarding the deemed group is based solely on Amendment No.
+Added: 6 to Schedule 13D, filed by Mr.
+Added: Derycz with the SEC on August 18, 2023.
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 609,159 shares of unvested restricted stock.
−Removed: 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.
+Added: Of this amount, 109,159 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.
+Added: The remaining 500,000 shares of the restricted stock were granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
Includes 387,177 shares of unvested restricted stock.
Of this amount, 56,250 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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.
−Removed: 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..
−Removed: 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.
−Removed: 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.
−Removed: Includes shares underlying options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.
+Added: 30,927 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.
+Added: The remaining 300,000 shares of the restricted stock were granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: Includes 197,479 shares of unvested restricted stock.
+Added: Of this amount 47,479 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.
+Added: The remaining 150,000 shares of the restricted stock were granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: 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 7,333 shares of common stock at an exercise price of $2.49 per share, options to purchase 6,667 shares of common stock at an exercise price of $2.17 per share, options to purchase 5,515 shares of common stock at an exercise price of $2.64 per share, and 315,544 shares of unvested restricted stock.
+Added: Of this amount, 15,544 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.
+Added: The remaining 300,000 shares of the restricted stock were granted on November 1, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+Added: 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
+Added: 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.
+Added: 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.
+Added: 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.
Includes shares underlying options to purchase 1,901,782 shares of common stock.
2 unchanged sentences
The Plans were approved by our board of directors and stockholders.
−Removed: The purpose of the Plans is to grant stock and options to purchase our common
−Removed: stock, and other incentive awards, to our employees, directors and key consultants.
+Added: 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.
6 unchanged sentences
As of June 30, 2023, there were 1,495,927 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan.
−Removed: 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.
+Added: 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
+Added: made under the 2017 Plan.
The following table provides information as of June 30, 2023 with respect to the Plans, which are the only compensation plans under which our equity securities are, or have been, authorized for issuance.
20 unchanged sentences
Director Independence
−Removed: Our board of directors currently consists of six members:
−Removed: Derycz (Executive Chairman), McPeak, Olivier, Regazzi, Robin and Ms.
+Added: Our board of directors currently consists of five members:
+Added: Derycz (Executive Chairman), Gen.
+Added: Regazzi and Ms.
Our board of directors has determined that Ms.
Cooperman, Gen.
−Removed: Regazzi and Mr.
−Removed: Robin are independent directors as that term is defined in the applicable rules for companies traded on Nasdaq.
+Added: McPeak and Mr.
+Added: Regazzi are independent directors as that term is defined in the applicable rules for companies traded on Nasdaq.
Cooperman, Gen.
−Removed: Regazzi and Mr.
−Removed: Robin are each members of the Audit Committee, Compensation Committee and Nominating and Governance Committee of our board of directors, and each of them meets Nasdaq’s independence standards for members of such committees.
+Added: McPeak and Mr.
+Added: Regazzi are each members of the Audit Committee, Compensation Committee and Nominating and Governance Committee of our board of directors, and each of them meets Nasdaq’s independence standards for members of such committees.
Principal Accounting Fees and Services
43 unchanged sentences
Description of the registrant’s common stock.
−Removed: Executive Employment Agreement dated July 1, 2010, between Research Solutions, Inc., Reprints Desk, Inc.
−Removed: and Scott Ahlberg.
(Incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)
3 unchanged sentences
(Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on July 22, 2016)++
−Removed: Amendment to Executive Employment Agreement dated July 1, 2012, between Research Solutions, Inc., Reprints Desk, Inc.
−Removed: and Scott Ahlberg.
−Removed: (Incorporated by reference to Exhibit 10.8 to the registrant’s Annual Report on Form 10-K filed on September 28, 2012.)++
−Removed: Amendment to Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.
+Added: Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
39 unchanged sentences
and Scott Ahlberg.
+Added: (Incorporated by reference to Exhibit 10.19 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)++
Amendment to Executive Employment Agreement dated June 30, 2022, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
+Added: (Incorporated by reference to Exhibit 10.20 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)++
Amended and Restated Executive Employment Agreement dated October 4, 2021, among Research Solutions, Inc., Reprints Desk, Inc.
5 unchanged sentences
and Shane Hunt.
+Added: (Incorporated by reference to Exhibit 10.23 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)++
Amendment to Executive Employment Agreement dated June 30, 2021, between Research Solutions, Inc., Reprints Desk, Inc.
and Shane Hunt.
+Added: (Incorporated by reference to Exhibit 10.24 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)++
Amendment to Executive Employment Agreement dated June 30, 2022, between Research Solutions, Inc., Reprints Desk, Inc.
and Shane Hunt.
+Added: (Incorporated by reference to Exhibit 10.25 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)++
Third Amendment to Amended and Restated Loan and Security Agreement dated February 15, 2022 among Silicon Valley Bank, Research Solutions, Inc.
4 unchanged sentences
(Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2022.)
+Added: Asset Purchase Agreement dated September 28, 2022, between Reprints Desk, Inc.
+Added: and FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH.
+Added: Agreement and Plan of Merger by and among Reprints Desk, Inc., Research Solutions Acquisition Corp 1, Research Solutions, Inc., as Parent Guarantor, Resolute Innovation, Inc.
+Added: and Shareholder Representative Services LLC dated July 28, 2023.
+Added: (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2023.)##
+Added: Amendment to Executive Employment Agreement effective June 30, 2023, between Research Solutions, Inc., Reprints Desk, Inc.
+Added: and Scott Ahlberg.++
List of Subsidiaries.
34 unchanged sentences
++ Indicates management contract or compensatory plan.
+Added: The Registrant has omitted schedules and exhibits pursuant to Item 6.01(b)(2) of Regulation S-K.
+Added: The Registrant agrees to furnish supplementally a copy of the omitted schedules and exhibits to the SEC upon request.
Form 10-K Summary
+Added: Not applicable.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
29 unchanged sentences
September 15, 2023
−Removed: /s/ Eugene Robin
−Removed: September 23, 2022
/s/ Barbara J.
1 unchanged sentence
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.