8-K
Research Solutions, Inc. (RSSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
August 27, 2020
Research Solutions, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other Jurisdiction of Incorporation)
| 0-53501<br><br> <br>(Commission File Number) | 11-3797644(IRS Employer Identification No.) | |
|---|---|---|
| 10624 S. Eastern Avenue, Ste. A-614<br><br> <br>Henderson, NV 89052<br><br> <br>(Address of Principal Executive<br>Offices and zip code) |
(310) 477-0354
(Registrant’s telephone
number, including area code)
| 16350 Ventura Boulevard, Suite D #811<br><br> <br>Encino, CA 91436<br><br> <br>(Former name or former address, if changed<br> since last report) |
|---|
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<br>pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting material<br>pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ¨ | Pre-commencement communications<br>pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
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 o
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. o
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangementsof Certain Officers. |
|---|
On August 27, 2020, the Compensation Committee of the Registrant’s Board of Directors approved, effective as of July 1, 2020, an increase in the annual base salary of each of Peter Derycz, the Registrant’s Chief Executive Officer and President, Alan Urban, the Registrant’s Chief Financial Officer and Secretary, Scott Ahlberg, the Registrant’s Chief Operations Officer, and Marc Nissan, the Registrant’s Chief Technology Officer, to provide a cost of living increase of approximately 3%. The Compensation Committee of the Registrant’s Board of Directors previously extended the term of each officer’s Executive Employment Agreement, effective June 30, 2020, for an additional term of one year ending June 30, 2021.
The Amendments to Executive Employment Agreement memorializing the aforementioned amendments are attached hereto as Exhibits 10.1 through 10.4 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
|---|---|
| (d) | Exhibits. |
| --- | --- |
The following exhibits are filed herewith:
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<br> SOLUTIONS, INC. | ||
|---|---|---|
| Date: September 2,<br> 2020 | By: | /s/<br> Alan Urban |
| Alan Urban | ||
| Chief Financial Officer |
Exhibit 10.1
AMENDMENT TO EXECUTIVE EMPLOYMENTAGREEMENT
This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2010, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Peter Derycz (“Executive”).
WHEREAS, the parties have complied with the terms of the Agreement until the date hereof; and
WHEREAS, the parties wish to amend the terms of the Agreement.
NOW THEREFORE, for the mutual promises and other consideration described herein, the parties hereto agree as follows:
1. Section 1(d) Term is amended as follows:
Term. The term of employment of Executive by the Company pursuant to this Employment Agreement shall be for the period commencing on the Commencement Date and ending on June 30, 2021, or such earlier date that Employee’s employment is terminated in accordance with the provisions of this Employment Agreement.
2. Section 2(a) Base Salary is amended as follows:
Base Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of Three Hundred Seventy-One Thousand Five Hundred Twenty Dollars ($371,520) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.
Except as expressly amended or modified herein, all terms and conditions of the Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency between this Amendment and the Agreement, this Amendment shall govern.
This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
This Amendment may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| REPRINTS<br> DESK, INC.: | |
|---|---|
| By: | /s/<br> Alan Urban |
| Name and<br> Title: Alan Urban, CFO & Secretary | |
| RESEARCH<br> SOLUTIONS, INC.: | |
| By: | /s/<br> Alan Urban |
| Name and<br> Title: Alan Urban, CFO & Secretary | |
| EXECUTIVE: | |
| By: | /s/<br> Peter Derycz |
| Name: Peter<br> Derycz |
Exhibit 10.2
AMENDMENT TO EXECUTIVE EMPLOYMENTAGREEMENT
This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated November 3, 2011, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Alan Urban (“Executive”).
WHEREAS, the parties have complied with the terms of the Agreement until the date hereof; and
WHEREAS, the parties wish to amend the terms of the Agreement.
NOW THEREFORE, for the mutual promises and other consideration described herein, the parties hereto agree as follows:
1. Section 1(d) Term is amended as follows:
Term. The term of employment of Executive by the Company pursuant to this Employment Agreement shall be for the period commencing on the Commencement Date and ending on June 30, 2021, or such earlier date that Employee’s employment is terminated in accordance with the provisions of this Employment Agreement.
2. Section 2(a) Base Salary is amended as follows:
Base Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of Two Hundred Seventy-Three Thousand One Hundred Eighty Dollars ($273,180) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.
Except as expressly amended or modified herein, all terms and conditions of the Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency between this Amendment and the Agreement, this Amendment shall govern.
This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
This Amendment may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| REPRINTS<br> DESK, INC.: | |
|---|---|
| By: | /s/<br> Peter Derycz |
| Name<br> and Title: Peter Derycz, CEO & President | |
| RESEARCH<br> SOLUTIONS, INC.: | |
| By: | /s/<br> Peter Derycz |
| Name<br> and Title: Peter Derycz, CEO & President | |
| EXECUTIVE: | |
| By: | /s/<br> Alan Urban |
| Name:<br> Alan Urban |
Exhibit 10.3
AMENDMENT TO EXECUTIVE EMPLOYMENTAGREEMENT
This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2010, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Scott Ahlberg (“Executive”).
WHEREAS, the parties have complied with the terms of the Agreement until the date hereof; and
WHEREAS, the parties wish to amend the terms of the Agreement.
NOW THEREFORE, for the mutual promises and other consideration described herein, the parties hereto agree as follows:
1. Section 1(d) Term is amended as follows:
Term. The term of employment of Executive by the Company pursuant to this Employment Agreement shall be for the period commencing on the Commencement Date and ending on June 30, 2021, or such earlier date that Employee’s employment is terminated in accordance with the provisions of this Employment Agreement.
2. Section 2(a) Base Salary is amended as follows:
Base Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of Two Hundred Forty Thousand Four Hundred Dollars ($240,400) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.
Except as expressly amended or modified herein, all terms and conditions of the Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency between this Amendment and the Agreement, this Amendment shall govern.
This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
This Amendment may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| REPRINTS<br> DESK, INC.: | |
|---|---|
| By: | /s/<br> Peter Derycz |
| Name<br> and Title: Peter Derycz, CEO & President | |
| RESEARCH<br> SOLUTIONS, INC.: | |
| By: | /s/<br> Peter Derycz |
| Name<br> and Title: Peter Derycz, CEO & President | |
| EXECUTIVE: | |
| By: | /s/<br> Scott Ahlberg |
| Name:<br> Scott Ahlberg |
Exhibit 10.4
AMENDMENT TO EXECUTIVE EMPLOYMENTAGREEMENT
This Amendment To Executive Employment Agreement (“Amendment”), effective June 30, 2020, hereby amends the Executive Employment Agreement (the “Agreement”) dated July 1, 2010, as amended to date, between Reprints Desk, Inc., a Delaware corporation (the “Company”), Research Solutions, Inc., a Nevada corporation (“Research Solutions”), and Marc Nissan (“Executive”).
WHEREAS, the parties have complied with the terms of the Agreement until the date hereof; and
WHEREAS, the parties wish to amend the terms of the Agreement.
NOW THEREFORE, for the mutual promises and other consideration described herein, the parties hereto agree as follows:
1. Section 1(d) Term is amended as follows:
Term. The term of employment of Executive by the Company pursuant to this Employment Agreement shall be for the period commencing on the Commencement Date and ending on June 30, 2021, or such earlier date that Employee’s employment is terminated in accordance with the provisions of this Employment Agreement.
2. Section 2(a) Base Salary is amended as follows:
Base Salary. In consideration of the services to be rendered under this Agreement, the Company shall pay Executive a salary at the rate of Two Hundred Forty-Five Thousand Eight Hundred Sixty Dollars ($245,860) per year (“Base Salary”). The Base Salary shall be paid in accordance with the Company’s regularly established payroll practice. Executive’s Base Salary will be reviewed from time to time in accordance with the established procedures of the Company for adjusting salaries for similarly situated employees and may be adjusted in the sole discretion of the Company.
Except as expressly amended or modified herein, all terms and conditions of the Agreement are hereby ratified, confirmed and approved and shall remain in full force and effect. In the event of any conflict or inconsistency between this Amendment and the Agreement, this Amendment shall govern.
This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law.
This Amendment may be executed and delivered by facsimile signature and in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.
| REPRINTS<br> DESK, INC.: | |
|---|---|
| By: | /s/<br> Peter Derycz |
| Name and<br> Title: Peter Derycz, CEO & President | |
| RESEARCH<br> SOLUTIONS, INC.: | |
| By: | /s/<br> Peter Derycz |
| Name and<br> Title: Peter Derycz, CEO & President | |
| EXECUTIVE: | |
| By: | /s/<br> Marc Nissan |
| Name: Marc<br> Nissan |