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8-K

Research Solutions, Inc. (RSSS)

8-K 2026-05-14 For: 2026-05-14
View Original
Added on May 15, 2026

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORTPursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

May 14, 2026


ResearchSolutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of Incorporation)

1-39256 11-3797644
(Commission File Number) (IRS Employer Identification No.)

N/A^1^

(Address of Principal Executive Offices and zip code)

(310

)

477-0354

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each Class Trading Symbol(s) Name of each Exchange on which registered
Common<br> stock, $0.001 par value RSSS The<br> Nasdaq<br> Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

^1^ In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices. Our mailing address is 10624 S. Eastern Ave., Ste. A-614, Henderson, NV 89052.

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2026, the Registrant announced its financial results for the third quarter ended March 31, 2026. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits.

Exhibit
Number Description
99.1 Press Release issued May 14, 2026 entitled “Research Solutions Reports Third Quarter Fiscal Year 2026 Results”.
104 Cover Page Interactive Data File (embedded as Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

RESEARCH SOLUTIONS, INC.
Date: May 14, 2026 By: /s/ David Kutil
David Kutil
Interim Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATE RELEASE


Research Solutions Reports Third Quarter FiscalYear 2026 Results


Reports 8.5% Increase in ARR to $22.1 Million,Net Income of $860,000 and 14% Year-over-Year Growth in Adjusted EBITDA

HENDERSON, Nev., May 14, 2026ResearchSolutions, Inc. (NASDAQ: RSSS), the leading AI-powered research workflow platform, reported financial results for its fiscal third quarter ended March 31, 2026.

Fiscal Third Quarter 2026 Summary (comparedto prior-year quarter)

· Total revenue of $12.1 million, compared to $12.7 million in the prior-year<br>period.
· Annual Recurring Revenue (“ARR”) up 8.5% to $22.1 million,<br>which includes approximately $15.7 million of B2B recurring revenue and $6.4 million of B2C recurring revenue.
--- ---
· Net income of $860,000 increased 297%, or $0.03 per diluted share, compared<br>to $216,000 or $0.01 per diluted share.
--- ---
· Adjusted EBITDA increased 14% to $1.6 million. On a trailing twelve-month<br>("TTM") basis, the Company has now generated Adjusted EBITDA of $6.0 million, which represents a 12.3% margin.
--- ---
· Platform revenue increased 6.6% to $5.2 million. Platform revenue accounted<br>for 43% of total revenue as compared to 38% in the prior-year quarter.
--- ---
· Fifteen net new deployments in the quarter and 10% deployment growth over<br>past 12 months.
--- ---
· Cash flow from operations was $1.0 million, compared to $2.9 million in the<br>prior-year period, reflecting timing of billings and changes in working capital. On a trailing twelve-month basis, the Company has generated<br>$5.7 million in cash flow from operations.
--- ---
· Total gross margin improved 220 basis points to 51.7% on gross profit of<br>$6.3 million.
--- ---

“We introduced a pair of new AI-based products in recent months, giving Article Galaxy and Scite users the ability to search, review and acquire scientific literature within their existing AI tools. Simplifying the process is critical in an ever-changing research environment, and these tools help us remain an integral partner with researchers. We remain focused on executing over the long term to drive value for our shareholders.” said Roy W. Olivier, President and CEO of Research Solutions. “Our third quarter results reflect the improving profitability and growth prospects of our business, even within a softer operating environment. The continued focus across our Platform business is expanding consolidated gross margin and our strategic investment in sales and marketing is helping drive upsells for existing customers and signing larger deals with new logos.”



Fiscal Third Quarter 2026 Results


Total revenue was $12.1 million, compared to $12.7 million in the year-ago quarter. Platform revenue growth was more than offset by a decline in lower margins transactions revenue.

Platform subscription revenue for the quarter was $5.2 million, a 6.69% increase from the prior-year period. The increase was primarily due to organic growth in the core B2B platform, due to a mix of new logo generation as well as upsells and cross-selling into existing customers. The quarter ended with annual recurring revenue of $22.1 million, up 8.5% year-over-year (see the Company’s definition of annual recurring revenue below).

Transaction revenue was $7.0 million, compared to $7.8 million in the third quarter of fiscal 2025. The decrease was due to lower volume from a known churned customer and a few large customers. The transaction active customer count for the quarter was 1,346, compared to 1,380 customers in the prior-year quarter (see the Company's definition of active customer accounts and transactions below).

Total gross margin improved 220 basis points from the prior-year quarter to 51.7%. The increase was primarily driven by the continued revenue mix shift to the higher-margin Platforms business.

Total operating expenses were $5.2 million, compared to $5.7 million in the third quarter of 2025. The decrease was primarily related to reduced general and administrative and stock-based compensation expenses.

Net income in the third quarter was $860,000, or $0.03 per diluted share, compared to net income of $216,000, or $0.01 per diluted share, in the prior-year quarter. Adjusted EBITDA was $1.6 million, compared to $1.4 million in the year-ago quarter (see definition and further discussion about the presentation of Adjusted EBITDA, a non-GAAP term, below).


Conference Call

Management will host the conference call, followed by a question-and-answer period.

Date: Thursday, May 14, 2026

Time: 5:00 p.m. ET (2:00 p.m. PT)

Dial-in number: 1-203-518-9708

Conference ID: RESEARCH

The conference call will be broadcast live and available for replay until June 14, 2026 by dialing 1-412-317-6671 and using the replay ID 11160801, and via the investor relations section of the Company's website at http://researchsolutions.investorroom.com/.

Fiscal Third Quarter Financial and OperationalSummary Tables vs. Prior-Year Quarter


Quarter Ended March 31, Nine Months Ended March 31,
2026 2025 Change % Change 2026 2025 Change % Change
Revenue:
Platforms $ 5,160,565 $ 4,839,929 $ 320,636 6.6 % $ 15,506,250 $ 13,770,831 $ 1,735,419 12.6 %
Transactions 6,960,996 7,821,434 (860,438 ) -11.0 % 20,720,147 22,849,233 (2,129,086 ) -9.3 %
Total Revenue 12,121,561 12,661,363 (539,802 ) -4.3 % 36,226,397 36,620,064 (393,667 ) -1.1 %
Gross Profit:
Platforms 4,456,896 4,229,623 227,273 5.4 % 13,569,545 11,993,516 1,576,029 13.1 %
Transactions 1,808,636 2,037,457 (228,821 ) -11.2 % 5,098,235 5,860,533 (762,298 ) -13.0 %
Total Gross Profit 6,265,532 6,267,080 (1,548 ) 0.0 % 18,667,780 17,854,049 813,731 4.6 %
Gross profit as a % of revenue:
Platforms 86.4 % 87.4 % -1.0 % 87.5 % 87.1 % 0.4 %
Transactions 26.0 % 26.0 % -0.1 % 24.6 % 25.6 % -1.0 %
Total Gross Profit 51.7 % 49.5 % 2.2 % 51.5 % 48.8 % 2.8 %
Operating Expenses:
Sales and marketing 1,508,897 1,607,678 (98,781 ) -6.1 % 4,824,319 4,141,172 683,147 16.5 %
Technology and product development 1,513,074 1,394,936 118,138 8.5 % 4,525,646 4,274,543 251,103 5.9 %
General and administrative 1,625,042 1,845,412 (220,370 ) -11.9 % 4,920,996 5,783,789 (862,794 ) -14.9 %
Depreciation and amortization 312,402 312,013 389 0.1 % 944,893 930,341 14,552 1.6 %
Stock-based compensation 248,608 594,639 (346,031 ) -58.2 % 674,539 1,546,950 (872,411 ) -56.4 %
Foreign currency translation loss (gain) 12,529 (44,519 ) 57,048 -128.1 % 31,385 (119,205 ) 150,590 126.3 %
Total Operating Expenses 5,220,552 5,710,159 (489,607 ) -8.6 % 15,921,778 16,557,590 (635,813 ) -3.8 %
Income from operations 1,044,980 556,921 488,059 87.6 % 2,746,002 1,296,459 1,449,544 111.8 %
Other Income (Expenses):
Other expenses (162,607 ) (327,042 ) 164,435 50.3 % (537,232 ) (2,316,404 ) 1,779,172 76.8 %
Provision for income taxes (22,168 ) (13,410 ) (8,758 ) -65.3 % (52,258 ) (74,816 ) 22,558 30.2 %
Total Other Expenses: (184,775 ) (340,452 ) 155,677 45.7 % (589,490 ) (2,391,220 ) 1,801,730 75.3 %
Net income (loss) $ 860,205 $ 216,469 643,736 297.4 % $ 2,156,512 $ (1,094,761 ) 3,251,274 297.0 %
Adjusted EBITDA $ 1,618,519 $ 1,419,054 $ 199,465 14.1 % $ 4,396,819 $ 3,654,545 $ 742,274 20.3 %

Quarter Ended March<br> 31, Nine Months Ended March<br> 31,
2026 2025 Change %<br> Change 2026 2025 Change %<br> Change
Platforms:
B2B ARR (Annual recurring revenue):
Beginning of Period $ 15,318,954 $ 12,738,256 $ 2,580,697 20.3 % $ 14,197,598 $ 12,060,201 $ 2,137,397 17.7 %
Incremental<br> ARR 397,970 735,818 (337,848 ) -45.9 % 1,519,326 1,413,873 105,453 7.5 %
End of Period $ 15,716,923 $ 13,474,074 $ 2,242,849 16.6 % $ 15,716,923 $ 13,474,074 $ 2,242,849 16.6 %
Deployments:
Beginning of Period 1,232 1,090 142 13.0 % 1,171 1,021 150 14.7 %
Incremental<br> Deployments 15 43 (28 ) -65.1 % 76 112 (36 ) -32.1 %
End of Period 1,247 1,133 114 10.1 % 1,247 1,133 114 10.1 %
ASP (Average sales price):
Beginning of Period $ 12,434 $ 11,686 $ 748 6.4 % $ 12,124 $ 11,812 $ 312 2.6 %
End of Period $ 12,604 $ 11,892 $ 711 6.0 % $ 12,604 $ 11,892 $ 711 6.0 %
B2C ARR (Annual recurring revenue):
Beginning of Period $ 6,441,416 $ 6,371,381 $ 70,035 1.1 % $ 6,721,356 $ 5,363,129 $ 1,358,227 25.3 %
Incremental<br> ARR (80,748 ) 506,545 (587,293 ) NM (360,688 ) 1,514,797 (1,875,485 ) -123.8 %
End of Period $ 6,360,668 $ 6,877,926 $ (517,258 ) -7.5 % $ 6,360,668 $ 6,877,926 $ (517,258 ) -7.5 %
Total ARR (Annualized recurring<br> revenue): $ 22,077,591 $ 20,352,000 $ 1,725,591 8.5 % $ 22,077,591 $ 20,352,000 $ 1,725,591 8.5 %
Transaction Customers:
Corporate customers 1,009 1,060 (51 ) -4.8 % 995 1,062 (67 ) -6.3 %
Academic customers 337 320 17 5.3 % 336 323 13 4.0 %
Total customers 1,346 1,380 (34 ) -2.5 % 1,331 1,385 (54 ) -3.9 %

Active Customer Accounts, Transactions and Annual Recurring Revenue


The Company defines active customer accounts as the sum of the total quantity of customers per month for each month in the period divided by the respective number of months in the period. The quantity of customers per month is defined as customers with at least one transaction during the month.


A transaction is an order for a unit of copyrighted content fulfilled or managed in the Platform.


The Company defines annual recurring revenue (“ARR”) as the value of contracted Platform subscription recurring revenue normalized to a one-year period. For B2C ARR, this includes the annualized value of monthly subscriptions, meaning their monthly value multiplied by twelve.

Use of Non-GAAP Measure – Adjusted EBITDA


Research Solutions’ management evaluates and makes operating decisions using various financial metrics. In addition to the Company’s GAAP results, management also considers the non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information about the Company’s operating results.

The tables below provide a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial measure. Adjusted EBITDA is defined as net income (loss), plus interest expense, other (income) expense, foreign currency transaction (gain) loss, provision for income taxes, depreciation and amortization, stock-based compensation, and other potential adjustments that may arise. Set forth below is a reconciliation of Adjusted EBITDA to net income (loss):

Quarter Ended March<br> 31, Nine Months Ended March<br> 31,
2026 2025 Change %<br> Change 2026 2025 Change %<br> Change
Net Income (loss) $ 860,205 $ 216,469 $ 643,736 297.4 % $ 2,156,512 $ (1,094,761 ) $ 3,251,274 297.0 %
Add (deduct):
Other (income) expense 162,607 327,042 (164,435 ) NM 537,232 2,316,404 (1,779,172 ) -76.8 %
Foreign currency translation loss<br> (gain) 12,529 (44,519 ) 57,048 -128.1 % 31,385 (119,205 ) 150,590 126.3 %
Provision for income taxes 22,168 13,410 8,758 65.3 % 52,258 74,816 (22,558 ) -30.2 %
Depreciation and amortization 312,402 312,013 389 0.1 % 944,893 930,341 14,552 1.6 %
Stock-based compensation 248,608 594,639 (346,031 ) -58.2 % 674,539 1,546,950 (872,411 ) -56.4 %
Adjusted EBITDA $ 1,618,519 $ 1,419,054 $ 199,465 14.1 % $ 4,396,819 $ 3,654,545 $ 742,275 20.3 %

About Research Solutions


Research Solutions, Inc. (NASDAQ: RSSS) is a vertical SaaS and AI Company that simplifies research workflow for academic institutions, life science companies, and research organizations worldwide. As one of the only publisher-independent marketplaces for scientific, technical, and medical (STM) content, the Company uniquely combines AI-powered tools—including an intelligent research assistant and full-text search capabilities—with seamless access to both open access and paywalled research. The platform enables organizations to discover, access, manage and analyze scientific literature more efficiently, accelerating the pace of scientific discovery. For more information and details, please visit www.researchsolutions.com


Important Cautions Regarding Forward-Looking Statements


Certain statements in this press release may contain "forward-looking statements" regarding future events and our future results. All statements other than statements of historical facts are statements that could be deemed to be forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the markets in which we operate and the beliefs and assumptions of our management. Words such as "expects," "anticipates," "targets," "goals," "projects", "intends," "plans," "believes," "seeks," "estimates," "endeavors," "strives," "may," or variations of such words, and similar expressions are intended to identify such forward-looking statements. Readers are cautioned that these forward-looking statements are subject to a number of risks, uncertainties and assumptions that are difficult to predict, estimate or verify. Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Such risks and uncertainties include those factors described in the Company's most recent annual report on Form 10-K, as such may be amended or supplemented by subsequent quarterly reports on Form 10-Q, or other reports filed with the Securities and Exchange Commission. Examples of forward-looking statements in this release include statements regarding enhanced product offerings, additional customers, creating long-term value for shareholders and the Company’s prospects for growth. Readers are cautioned not to place undue reliance on these forward-looking statements. The forward-looking statements are made only as of the date hereof, and the Company undertakes no obligation to publicly release the result of any revisions to these forward-looking statements. For more information, please refer to the Company's filings with the Securities and Exchange Commission.


Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

June 30,
2025
Assets
Current assets:
Cash and cash equivalents 12,050,396 $ 12,227,312
Accounts receivable, net of allowance of 94,234 and 182,324, respectively 7,601,477 7,191,234
Prepaid expenses and other current assets 893,176 580,257
Prepaid royalties 132,426 925
Total current assets 20,677,475 19,999,728
Non-current assets:
Property and equipment, net of accumulated depreciation of 1,003,915 and 964,883, respectively 57,859 60,769
Intangible assets, net of accumulated amortization of 3,648,497 and 2,736,773, respectively 8,836,604 9,686,241
Goodwill 16,372,979 16,372,979
Deposits and other assets 998 957
Total assets 45,945,915 $ 46,120,674
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses 6,687,477 $ 7,443,757
Deferred revenue, current portion 11,105,272 10,702,120
Contingent earnout liability, current portion 7,310,763 7,363,152
Total current liabilities 25,103,512 25,509,029
Non-current liabilities:
Deferred revenue, long-term portion 56,508
Contingent earnout liability, long-term portion 1,726,046 6,683,488
Total liabilities 26,886,066 32,192,517
Commitments and contingencies
Stockholders’ equity:
Preferred stock; 0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding
Common stock; 0.001 par value; 100,000,000 shares authorized; 33,154,273 and 32,479,993 shares issued and outstanding, respectively 33,154 32,480
Additional paid-in capital 42,023,679 39,059,557
Accumulated deficit (22,887,181 ) (25,043,693 )
Accumulated other comprehensive loss (109,803 ) (120,187 )
Total stockholders’ equity 19,059,849 13,928,157
Total liabilities and stockholders’ equity 45,945,915 $ 46,120,674

All values are in US Dollars.

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operationsand Comprehensive Income (Loss)

(Unaudited)


Three Months Ended Nine Months Ended
March 31, March 31,
2026 2025 2026 2025
Revenue:
Platforms $ 5,160,565 $ 4,839,929 $ 15,506,250 $ 13,770,831
Transactions 6,960,996 7,821,434 20,720,147 22,849,233
Total revenue 12,121,561 12,661,363 36,226,397 36,620,064
Cost of revenue:
Platforms 703,669 610,306 1,936,705 1,777,315
Transactions 5,152,360 5,783,977 15,621,912 16,988,700
Total cost of revenue 5,856,029 6,394,283 17,558,617 18,766,015
Gross profit 6,265,532 6,267,080 18,667,780 17,854,049
Operating expenses:
Selling, general and administrative 4,908,149 5,398,145 14,976,885 15,627,248
Depreciation and amortization 312,402 312,013 944,893 930,341
Total operating expenses 5,220,551 5,710,158 15,921,778 16,557,589
Income from operations 1,044,981 556,922 2,746,002 1,296,460
Other income 83,919 78,868 305,897 496,392
Accreted interest expense (246,526 ) (843,129 )
Change in fair value of contingent earnout liability (405,910 ) (2,812,796 )
Income (loss) before provision for income taxes 882,374 229,880 2,208,770 (1,019,944 )
Provision for income taxes (22,168 ) (13,410 ) (52,258 ) (74,816 )
Net income (loss) 860,206 216,470 2,156,512 (1,094,760 )
Other comprehensive income (loss):
Foreign currency translation 3,558 (3,324 ) 10,384 (6,855 )
Comprehensive income (loss) $ 863,764 $ 213,146 $ 2,166,896 $ (1,101,615 )
Basic income (loss) per common share:
Net income (loss) per share $ 0.03 $ 0.01 $ 0.07 $ (0.04 )
Weighted average common shares outstanding 31,999,813 31,033,022 31,619,417 30,597,410
Diluted income (loss) per common share:
Net income (loss) per share $ 0.03 $ 0.01 $ 0.07 $ (0.04 )
Weighted average common shares outstanding 32,435,370 32,139,935 32,154,594 30,597,410

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


Nine Months Ended
March 31,
2026 2025
Cash flow from operating activities:
Net income (loss) $ 2,156,512 $ (1,094,760 )
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 944,893 930,341
Stock options expense 239,818 146,751
Restricted common stock expense 434,721 1,400,199
Accreted interest expense 843,129
Adjustment to contingent earnout liability 2,812,796
Changes in operating assets and liabilities:
Accounts receivable (410,243 ) (754,258 )
Prepaid expenses and other current assets (312,919 ) 17,826
Prepaid royalties (131,501 ) 311,938
Accounts payable and accrued expenses (724,921 ) (338,502 )
Deferred revenue 459,660 1,331,920
Net cash provided by operating activities 3,499,149 4,764,251
Cash flow from investing activities:
Purchase of property and equipment (28,609 ) (11,571 )
Net cash used in investing activities (28,609 ) (11,571 )
Cash flow from financing activities:
Proceeds from the exercise of stock options 157,500
Common stock repurchase (47,385 ) (908,393 )
Payment of contingent acquisition consideration - Scite and FIZ (3,766,263 ) (91,174 )
Net cash used in financing activities (3,656,148 ) (999,567 )
Effect of exchange rate changes 8,692 (1,137 )
Net increase (decrease) in cash and cash equivalents (176,916 ) 3,751,976
Cash and cash equivalents, beginning of period 12,227,312 6,100,031
Cash and cash equivalents, end of period $ 12,050,396 $ 9,852,007
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 52,258 $ 74,816
Non-cash investing and financing activities:
Contingent consideration accrual on asset acquisition $ $ 29,394
Common stock issued for Scite earnout payment $ 2,180,142 $

Contact

Steven Hooser or John Beisler

Three Part Advisors

(214) 872-2710

shooser@threepa.com; jbeisler@threepa.com

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