34 unchanged sentences
Other Information
−Removed: 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.
−Removed: 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.
−Removed: The Company entered into an amendment to Mr.
−Removed: Ahlberg’s executive employment agreement effective June 30, 2023.
+Added: N o t a p plicable.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspectio ns
3 unchanged sentences
Date of Appointment
−Removed: Peter Victor Derycz
−Removed: Executive Chairman
−Removed: March 29, 2021
President and Chief Executive Officer, and Director
5 unchanged sentences
Chief Operating Officer
−Removed: Shane Hunt (5)
Chief Revenue Officer
6 unchanged sentences
November 5, 2010
+Added: Jeremy Murphy (4)
+Added: November 14, 2023
+Added: December 4, 2023
+Added: (1) Chairman of the Board and member of the Audit Committee, the Compensation Committee, and the Nominating and Governance Committee
+Added: (2) Chair of the Compensation Committee and member of the Nominating and Governance Committee
(3) Member of Audit Committee, Compensation Committee, and Nominating and Governance Committee
−Removed: (2) Chairman of the Audit Committee
−Removed: (3) Chairman of the Compensation Committee
−Removed: (4) Chairman of the Nominating and Governance Committee
−Removed: (5) Previously served as Chief Customer Success Officer appointed July 1, 2018
−Removed: Peter Victor Derycz – Executive Chairman
−Removed: Derycz founded Reprints Desk and was named Executive Chairman on March 29, 2021.
−Removed: Derycz served as Chief Executive Officer and President from January 6, 2006 through March 28, 2021, and as a member of the Company's Board of Directors since January 6, 2016, including Chairman of the Board from January 6, 2006 through August 19, 2015.
−Removed: Derycz was a founder of Infotrieve, Inc.
−Removed: in 1989 and served as its President from February 2003 until September 2003.
−Removed: He served as the Chief Executive Officer of Puerto Luperon, Ltd.
−Removed: (Bahamas), a real estate development company, from January 2004 until December 2005.
−Removed: He served on the International Advisory Board of the San Jose State University School of Information, and served as a member of the board of directors of Insignia Systems, Inc.
−Removed: (Nasdaq:ISIG), a consumer products advertising company from 2006 to 2014.
−Removed: Derycz received a B.A.
−Removed: in Psychology from the University of California at Los Angeles.
−Removed: 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 qualified to serve as a director.
+Added: (4) Chair of the Nominating and Governance Committee and member of the Audit Committee
+Added: (5) Chair of the Audit Committee and member of the Compensation Committee
Olivier – Chief Executive Officer and President, and Director
4 unchanged sentences
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.
+Added: Our board of directors concluded that Mr.
+Added: Olivier should serve as a director in light of his extensive experience in management and the information services industry.
William Nurthen – Chief Financial Officer and Secretary
18 unchanged sentences
Hunt attended California State University, Chico for his undergraduate and graduate studies in Psychology.
−Removed: John Regazzi – Lead Independent Director
−Removed: Regazzi was appointed to our board of directors on June 22, 2015, and served as Chairman of the Board from August 20, 2015 through March 29, 2021, when he was designated Lead Independent Director.
+Added: John Regazzi – Chairman of the Board
+Added: Regazzi was appointed to our board of directors on June 22, 2015, and served as Chairman of the Board from August 20, 2015 through March 29, 2021, and Lead Independent Director from 2021 through 2023, when he was again designated Chairman of the Board.
Regazzi is an information services and IT industry innovator, with more than four decades of experience.
47 unchanged sentences
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.
+Added: Jeremy Murphy – Director
+Added: Jeremy Murphy was appointed to our board of directors on November 14, 2023.
+Added: Murphy is the current COO & President at ClickTripz, the leading contextual ad network for the travel industry, which each month delivers tens of millions of travel-intenders to the world’s largest travel websites.
+Added: At ClickTripz, Mr.
+Added: Murphy has orchestrated pioneering new b2b software from ideation to roll-out, including the first AI-powered conversational advertisement trained to be an expert on each advertiser’s product offering by leveraging state-of-the-art document indexing and language models.
+Added: Previously, he co-founded TheSuitest, a hotel data-analytics platform featured in the NYTimes, The Today Show and elsewhere for using natural language processing to compare and quantify hotel accommodations.
+Added: TheSuitest was successfully acquired by ClickTripz in 2015.
+Added: Prior to his current role, Mr.
+Added: Murphy had significant experience in various crucial positions at prominent financial institutions.
+Added: Murphy was an analyst in the Investment Management Division of Goldman Sachs & Co.
+Added: as part of a team responsible for nearly $10 billion in assets.
+Added: Murphy later worked as a risk manager and analyst for the investment arm of the Gulf Bank of Kuwait and its controlling shareholder.
+Added: Our board of directors determined that Mr.
+Added: Murphy would make a beneficial addition to our board of directors in light of his AI experience, software expertise and analytics background.
+Added: Gayron – Director
+Added: Gayron was appointed to our board of directors on November 14, 2023.
+Added: Gayron serves as the Chief Financial Officer and EVP of Avid Technology.
+Added: Gayron previously served as the Interim CEO and CFO at Numerex Corp., where he successfully managed a public turnaround of Numerex’s business model.
+Added: This culminated in a successful merger with Sierra Wireless which was approved by over 99% of public shareholders.
+Added: As a result, Mr.
+Added: Gayron delivered a 15% shareholder return over the two-year period.
+Added: Gayron was also responsible for Numerex’s Global Financial Organization, including accounting, SEC reporting, financial planning, tax, treasury, capital markets and investor relations.
+Added: Prior to Numerex, Mr.
+Added: Gayron served as the Chief Financial Officer at Osmotica Pharmaceutical Corp.
+Added: During his three-year tenure, he drove 300% improvement in profitability and created $300 million in enterprise value.
+Added: Gayron also lead a strategic M&A exit with the CEO which resulted in a $650 million valuation.
+Added: Gayron began his career as the VP Finance and Treasurer at Sensus.
+Added: Gayron then became the Treasurer at Nuance Communications.
+Added: Gayron received his MBA in finance from Cornell Johnson Graduate School of Management and his Bachelor of Science in finance from Boston College.
+Added: Our board of directors determined that Mr.
+Added: Gayron would make a beneficial addition to our board of directors in light of his software development expertise and finance background.
Term of Office
4 unchanged sentences
Our review of copies of the Section 16(a) reports filed to report transactions occurring during the fiscal year ended June 30, 2024 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 one Form 4 reporting one transaction;
−Removed: McPeak failed to timely file one Form 4 reporting one transaction;
−Removed: Ahlberg failed to timely file three Form 4s reporting six transactions.
+Added: Derycz failed to timely file four Form 4s reporting fourteen transactions and one Form 5 reporting one transaction and Mr.
+Added: Nurthen failed to timely file one Form 4 reporting one transaction.
Audit Committee Financial Expert
Our board of directors has a separately designated standing Audit Committee, comprised of Mr.
−Removed: Regazzi (Chairman), Gen.
−Removed: McPeak and Ms.
−Removed: Cooperman, each of whom our board of directors has determined to be an independent
−Removed: director as that term is defined in the applicable rules for companies traded on Nasdaq.
+Added: Gayron (Chair), Gen.
+Added: Murphy and Mr.
+Added: Regazzi, 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.
−Removed: Regazzi qualifies as an “audit committee financial expert” as defined under SEC rules.
+Added: Gayron qualifies as an “audit committee financial expert” as defined under SEC rules.
Code of Ethics
1 unchanged sentence
The code is available in the Corporate Governance – Code of Ethical Conduct section of our website, www.researchsolutions.com.
+Added: Clawback Policy
+Added: Effective November 14, 2023, our board of directors adopted a Compensation Recovery Policy, whereby we may seek the recovery or forfeiture of incentive compensation paid by us, including cash, equity or equity-based compensation, in the event we restate our financial statements under certain circumstances (the “Clawback Policy”), in accordance with the applicable rules of Nasdaq and Section 10D and Rule 10D-1 of the Securities Exchange Act of 1934, as amended.
+Added: The Clawback Policy applies to our Section 16 officers, any employee who was eligible to receive incentive compensation and whose conduct contributed to the need for a restatement, and any other former Section 16 officer or other employee who contributed to the need for such restatement.
+Added: Our Clawback Policy is administered by our Compensation Committee, and
+Added: the Compensation Committee has the authority, in accordance with the applicable laws, rules and regulations, to interpret and make determinations necessary for the administration of the Clawback Policy, and may forego recovery in certain instances.
+Added: The full text of our Clawback Policy is included as Exhibit 97.1 to this annual report.
Executive Compensation
3 unchanged sentences
Name and principle
−Removed: Peter Victor Derycz
−Removed: Executive Chairman
President and Chief Executive Officer, and Director
1 unchanged sentence
Chief Financial Officer and Secretary
+Added: Scott Ahlberg
+Added: Chief Operating Officer
(1) Represents the grant date fair value of 79,897 shares of restricted stock granted on August 19, 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 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.
−Removed: The grant date fair value was estimated using the market price of our common stock at the date of grant.
−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: (2) Represents the grant date fair value of 500,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+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.
+Added: (3) Represents the grant date fair value of 50,000 shares of restricted stock granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+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 0.68 to 2.25 years.
(4) Represents the grant date fair value of 24,601 shares of restricted stock granted on August 19, 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: (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: (5) Represents the grant date fair value of 300,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
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.
−Removed: (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.
−Removed: The grant date fair value was estimated using the market price of our common stock at the date of grant.
−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.
(6) Represents the grant date fair value of 28,454 shares of restricted stock granted on August 19, 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: (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: (7) Represents the grant date fair value of 150,000 shares of restricted stock granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
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.
−Removed: 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.
−Removed: The grant date fair value was estimated using the market price of our common stock at the date of grant.
−Removed: 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.
−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.
Employment Agreements
−Removed: Peter Victor Derycz
−Removed: On March 29, 2021, we entered into an amended and restated executive employment agreement with Mr.
−Removed: Under the terms of the executive employment agreement, Mr.
−Removed: Derycz has agreed to serve as our Executive Chairman on an at-will basis.
−Removed: The term of the agreement ends on March 28, 2024.
−Removed: The agreement provides for a base salary of $371,520 per year and participation in an executive bonus plan as determined by the Board.
−Removed: No part of Mr.
−Removed: Derycz’s salary is allocated to his duties as a director of our company.
−Removed: The agreement contains provisions that prohibit Mr.
−Removed: Derycz from soliciting our customers or employees during his employment with us and for one year afterward.
−Removed: The agreement also contains provisions that restrict disclosure by Mr.
−Removed: Derycz of our confidential information and assign ownership to us of inventions related to our business that are created by him during his employment.
−Removed: We may terminate the agreement at any time, with or without cause.
−Removed: 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.
−Removed: Derycz may terminate the agreement at any time, with or without reason, upon four weeks’ advance written notice.
On March 29, 2021, we entered into an executive employment agreement with Mr.
3 unchanged sentences
Oliver as Chief Executive Officer and President.
−Removed: The agreement provides for a base salary of $371,520 per year and participation in an executive bonus plan as determined by the Board.
+Added: The agreement provides for a base salary of at least $371,520 per year, subject to annual review and adjustment by the Board, and participation in an executive bonus plan as determined by the Board.
No part of Mr.
13 unchanged sentences
Nurthen has agreed to serve as our Chief Financial Officer on an at-will basis.
−Removed: The agreement provides for a base salary of $284,000 per year and participation in an executive bonus plan as determined by the Board.
+Added: The agreement provides for a base salary of $284,000 per year, subject to annual review and increase by our chief executive officer and Compensation Committee, and participation in an executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr.
13 unchanged sentences
Ahlberg’s executive employment agreement.
−Removed: The agreement provides for a base salary of $240,400 per year and participation in an executive bonus plan as determined by the Board.
+Added: The agreement provides for a base salary of $240,400 per year, subject to adjustment from time to time, and participation in an executive bonus plan as determined by the Board.
The agreement contains provisions that prohibit Mr.
10 unchanged sentences
The term of the agreement is indefinite unless terminated by either party subject to the provisions of the employment agreement.
−Removed: 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.
+Added: The agreement provides for a base salary of $225,000 per year, subject to adjustment from time to time, 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.
19 unchanged sentences
unexercisable (#)
−Removed: Peter Victor Derycz
William Nurthen
+Added: Scott Ahlberg
(1) Stock options expire ten years from the grant date.
−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: (3) 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: (5) 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: (7) 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: (9) 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.
4 unchanged sentences
(7) Based on a market closing price per share of common stock of $1.87 on May 10, 2022.
−Removed: The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period.
−Removed: (17) Based on a market closing price per share of common stock of $2.61 on October 4, 2021.
The restricted stock was granted on August 19, 2022 and vest over a three year period, with a one year cliff vesting period.
(9) Based on a market closing price per share of common stock of $1.94 on August 19, 2022.
−Removed: 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: The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period.
+Added: (11) 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 October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
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.
+Added: The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+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 0.68 to 2.25 years.
Compensation of Directors
3 unchanged sentences
Merrill McPeak (2)
−Removed: Eugene Robin (3)
Cooperman (3)
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (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.
+Added: Jeremy Murphy (4)
+Added: (1) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 16,000 shares of common stock at an exercise price of $0.80 per share and options to purchase 30,000 shares of common stock at an exercise price of $1.10 per share.
+Added: (2) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.05 per share, and options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share.
+Added: (3) Outstanding equity awards as of June 30, 2024 consists of options to purchase 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share.
+Added: (4) Outstanding equity awards as of June 30, 2024 consists of options to purchase 60,137 shares of common stock at an exercise price of $2.73.
+Added: (5) Outstanding equity awards as of June 30, 2024 consists of options to purchase 47,797 shares of common stock at an exercise price of $2.73.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
8 unchanged sentences
Greater than 5% Shareholder:
−Removed: 16 Fort Hills Lane
−Removed: Greenwich, CT 06831
−Removed: Bristol Capital Advisors, LLC (1)
−Removed: 555 Marin Street, Suite 140
−Removed: Thousand Oaks, CA 91360
+Added: Needham Investment Management, LLC (1)
+Added: 250 Park Avenue, 10th Floor
+Added: New York, NY 10177
+Added: Peter Victor Derycz
+Added: 2355 Westwood Boulevard, #739
+Added: Los Angeles, CA 90064
Cove Street Capital, LLC (2)
1 unchanged sentence
El Segundo, CA 90245
+Added: 16 Fort Hills Lane
+Added: Greenwich, CT 06831
Directors and Executive Officers:
−Removed: Peter Victor Derycz (2)
William Nurthen (4)
4 unchanged sentences
Barbara Cooperman (9)
+Added: Jeremy Murphy (10)
All Directors and Executive Officers as a group (9 persons) (12)
* Less than 1%
−Removed: Paul Kessler exercises voting and investment power over the shares held by Bristol Investment Fund, Ltd.
−Removed: ("Bristol Fund") and is the brother-in-law of Peter Victor Derycz.
−Removed: Kessler previously served as a member of our board of directors from August 18, 2014 through November 6, 2015.
−Removed: 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.
−Removed: The shares reported as beneficially owned by Bristol Fund do not include the shares beneficially owned by Mr.
−Removed: Derycz or Ms.
−Removed: Bristol Fund disclaims any beneficial ownership of any shares of common stock beneficially owned by Mr.
−Removed: Derycz or Ms.
−Removed: The foregoing information regarding the deemed group is based solely on Amendment No.
−Removed: 6 to Schedule 13D, filed by Mr.
−Removed: Derycz with the SEC on August 18, 2023.
−Removed: Derycz may be deemed to have formed a group with Mr.
−Removed: 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.
−Removed: The shares reported as beneficially owned by Mr.
−Removed: Derycz do not include the shares beneficially owned by Bristol Fund or Ms.
−Removed: Derycz disclaims any beneficial ownership of any shares of common stock beneficially owned by Bristol Fund or Ms.
−Removed: The foregoing information regarding the deemed group is based solely on Amendment No.
−Removed: 6 to Schedule 13D, filed by Mr.
−Removed: Derycz with the SEC on August 18, 2023.
+Added: Includes 1,700,000 shares of Common Stock held by Needham Investment Management LLC, of which each of Needham Asset Management, LLC and George A.
+Added: Needham may be considered a control person, Needham Asset Management LLC, Needham Aggressive Growth Fund, and George A.
+Added: Needham (the “Needham Investors”).
+Added: The foregoing information regarding the Needham Investors is based solely on Schedule 13F, filed by the Needham Investment Management, LLC with the SEC on August 14, 2024.
+Added: The foregoing information regarding Cove Street Capital, LLC is based solely on Schedule 13F, filed by Cove Street Capital, LLC with the SEC on July 18, 2024.
Includes shares underlying options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, and options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, and 434,417 shares of unvested restricted stock.
Of this amount, 34,417 shares of the restricted stock vests over a three-year period, with one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.
−Removed: 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”).
+Added: The remaining 400,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
Includes 321,901 shares of unvested restricted stock.
1 unchanged sentence
10,651 shares of the restricted stock vests over a three-year period, with a one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.
−Removed: 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: The remaining 280,000 shares of unvested restricted stock were granted on October 31, 2022 and December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
Includes 132,375 shares of unvested restricted stock.
Of this amount 12,375 shares of the restricted stock vests over a three-year period, with a one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.
−Removed: 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: The remaining 120,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
Includes shares underlying options to purchase 7,500 shares of common stock at an exercise price of $1.00 per share, options to purchase 12,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 10,000 shares of common stock at an exercise price of $1.59 per share, options to purchase 20,000 shares of common stock at an exercise price of $2.50 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.49 per share, options to purchase 8,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 8,000 shares of common stock at an exercise price of $3.50 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.99 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.45 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.49 per share, options to purchase 8,000 shares of common stock at an exercise price of $2.17 per share, options to purchase 7,353 shares of common stock at an exercise price of $2.64 per share, and 246,073 shares of unvested restricted stock.
Of this amount, 6,073 shares of the restricted stock vests over a three-year period, with one-year cliff vesting period and remains subject to forfeiture if vesting conditions are not met.
−Removed: 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”).
−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
−Removed: 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: The remaining 240,000 shares of unvested restricted stock were granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”).
+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 of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at
+Added: an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15 per share.
Includes options to purchase 50,000 shares of common stock at an exercise price of $1.15 per share, options to purchase 50,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.10 per share, options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15.
Includes shares underlying options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share and options to purchase 50,000 shares of common stock at an exercise price of $2.15.
+Added: Includes shares underlying options to purchase 60,137 shares of common stock at an exercise price of $2.73 per share.
+Added: Includes shares underlying options to purchase 47,797 shares of common stock at an exercise price of $2.73 per share.
Includes shares underlying options to purchase 1,905,620 shares of common stock.
35 unchanged sentences
Director Independence
−Removed: Our board of directors currently consists of five members:
−Removed: Derycz (Executive Chairman), Gen.
−Removed: Regazzi and Ms.
+Added: Our board of directors currently consists of six members:
+Added: Regazzi (Chairman), Ms.
+Added: Cooperman, Mr.
+Added: Murphy and Mr.
Our board of directors has determined that Ms.
−Removed: Cooperman, Gen.
−Removed: McPeak and Mr.
+Added: Cooperman, Mr.
+Added: Murphy and Mr.
Regazzi are independent directors as that term is defined in the applicable rules for companies traded on Nasdaq.
−Removed: Cooperman, Gen.
−Removed: McPeak and Mr.
−Removed: 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.
+Added: Messrs Gayron, Murphy and Regazzi and Gen.
+Added: McPeak are each members of our Audit Committee, and Ms.
+Added: Cooperman, Messrs.
+Added: Gayron and Regazzi and Gen.
+Added: McPeak are each members of our Compensation Committee.
+Added: Each of the foregoing directors meets Nasdaq’s independence standards for members of such committees.
Principal Accounting Fees and Services
32 unchanged sentences
EXHIBIT INDEX
+Added: Incorporated by Reference
+Added: Exhibit Description
+Added: Filed Herewith
Share Exchange Agreement between Research Solutions, Inc.
1 unchanged sentence
dated November 13, 2006.
−Removed: (Incorporated by reference to Exhibit 2.1 to the Registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.)
+Added: Agreement of Merger and Plan of Reorganization, by and among the Research Solutions, Inc., Research Solutions Acquisition 2, LLC, Scite, Inc., and the Stockholder Representative, dated as of November 24, 2023.
Articles of Incorporation.
−Removed: (Incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.)
Articles of Merger Effective March 4, 2013.
−Removed: (Incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on March 6, 2013.)
Amended and Restated Bylaws.
−Removed: (Incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 17, 2012.)
Description of the registrant’s common stock.
−Removed: (Incorporated by reference to Exhibit 4 to the Registrant’s Annual Report on Form 10 K filed on September 23, 2022.)
−Removed: Form of Common Stock Purchase Warrant dated November 5, 2010.
−Removed: (Incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 12, 2010.)++
−Removed: Form of Common Stock Purchase Warrant dated December 19, 2011.
−Removed: (Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 filed on July 22, 2016)++
Executive Employment Agreement dated July 1, 2013, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (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 June 30, 2015, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (Incorporated by reference to Exhibit 10.25 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.
and the Investors signatory thereto.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 28, 2016.)
Registration Rights Agreement dated June 24, 2016, among Research Solutions, Inc.
and the Investors signatory thereto.
−Removed: (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on June 28, 2016.)
−Removed: Form of Common Stock Purchase Warrant dated June 24, 2016.
−Removed: (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on June 28, 2016.)
Amendment to Executive Employment Agreement dated June 30, 2017, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (Incorporated by reference to Exhibit 10.32 to the Registrant’s Annual Report on Form 10-K filed September 18, 2017.)++
Amended and Restated Loan and Security Agreement dated October 31, 2017, between Silicon Valley Bank, Research Solutions, Inc.
and Reprints Desk, Inc.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 10-Q filed February 14, 2018.)
Amendment to Executive Employment Agreement dated June 30, 2019, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (Incorporated by reference to Exhibit 10.3 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.
and Reprints Desk, Inc.
−Removed: (Incorporated by reference to Exhibit 10.29 to the Registrant’s Annual Report on Form 10 K filed September 24, 2020.)
Second Amendment to Amended and Restated Loan and Security Agreement, dated February 14, 2020, among Silicon Valley Bank, Research Solutions, Inc.
and Reprints Desk, Inc.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 14, 2020.)
Amendment to Executive Employment Agreement dated June 30, 2020, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (Incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed September 2, 2020.)++
Consulting Agreement dated July 1, 2020, between Reprints Desk, Inc.
and Michiel van der Heijden BV.
−Removed: (Incorporated by reference to Exhibit 10.35 to the Registrant’s Annual Report on Form 10-K filed September 24, 2020.)++
Amended and Restated Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc.
and Peter Derycz.
−Removed: (Incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2021.)++
Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc.
−Removed: (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2021.)++
Amendment to Executive Employment Agreement dated June 30, 2021, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (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.
−Removed: (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.++
−Removed: (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.++
−Removed: (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.
and Reprints Desk, Inc.
−Removed: (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.
−Removed: (Incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed May 13, 2022.)
Asset Purchase Agreement dated September 28, 2022, between Reprints Desk, Inc.
2 unchanged sentences
and Shareholder Representative Services LLC dated July 28, 2023.
−Removed: (Incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed July 31, 2023.)##
Amendment to Executive Employment Agreement effective June 30, 2023, between Research Solutions, Inc., Reprints Desk, Inc.
and Scott Ahlberg.++
+Added: Cooperation Agreement, dated as of September 15, 2023, by and among Research Solutions, Inc., Peter Derycz, Bristol Investment Fund, Ltd., Bristol Capital Advisors, LLC and Paul Kessler.
+Added: Loan Agreement among Reprints Desk, Inc., Research Solutions, Inc., and PNC Bank, National Association, dated as of April 15, 2024.
+Added: Revolving Line of Credit Note among Reprints Desk, Inc., Research Solutions, Inc., and PNC Bank, National Association, dated as of April 15, 2024.
+Added: Security Agreement between Reprints Desk, Inc.
+Added: and PNC Bank, National Association, dated as of April 15, 2024.
+Added: Security Agreement between Research Solutions, Inc.
+Added: and PNC Bank, National Association, dated as of April 15, 2024.
List of Subsidiaries.
−Removed: Consent of Independent Registered Pubic Accounting Firm.
+Added: Consent of Independent Registered Public Accounting Firm.
Power of Attorney.
−Removed: (Incorporated by reference to the signature page hereto.)
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
2 unchanged sentences
Section 1350 Certification of Chief Financial Officer *
+Added: Compensation Recovery Policy
2007 Equity Compensation Plan.
−Removed: (Incorporated by reference to Exhibit 10.1 to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.)++
Amendment No.
1 to 2007 Equity Compensation Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on October 29, 2012.)++
Amendment No.
2 to 2007 Equity Compensation Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on October 13, 2014.)++
Amendment No.
3 to 2007 Equity Compensation Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 26, 2016.)++
2017 Omnibus Incentive Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 26, 2017.)++
Amendment No.
1 to 2017 Omnibus Incentive Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 21, 2019.)++
Amendment No.
2 to 2017 Omnibus Incentive Plan.
−Removed: (Incorporated by reference to Appendix A to the Registrant’s Definitive Proxy Statement filed on September 25, 2020).++
Inline XBRL Instance Document
33 unchanged sentences
and Accounting Officer) and Secretary
−Removed: /s/ Peter Victor Derycz
−Removed: Peter Victor Derycz
−Removed: Executive Chairman
−Removed: September 15, 2023
/s/ Merrill McPeak
5 unchanged sentences
September 20, 2024
+Added: /s/ Jeremy Murphy
+Added: Jeremy Murphy
+Added: September 20, 2024
+Added: /s/ Kenneth L.
+Added: September 20, 2024
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.