8-K

Research Solutions, Inc. (RSSS)

8-K 2026-02-12 For: 2026-02-12
View Original
Added on April 06, 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)

February 12, 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 February 12, 2026, the Registrant announced its financial results for the second quarter ended December 31, 2025. 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.
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Exhibit <br><br>Number Description
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99.1 Press<br> Release issued February 12, 2026 entitled “Research Solutions Reports Second Quarter<br> Fiscal Year 2026 Results”.
104 Cover<br> 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: February 12,<br> 2026 By: /s/ David Kutil
David Kutil
Interim Chief Financial Officer

Exhibit 99.1

FOR IMMEDIATERELEASE

Research SolutionsReports Second Quarter Fiscal Year 2026 Results

Reports14% Increase in ARR to $21.8 Million, Net Income of $547,000 and 36% Year-over-Year Growth in Adjusted EBITDA

HENDERSON,Nev., February 12, 2026Research Solutions, Inc. (NASDAQ: RSSS), the leading AI-powered research workflow platform, reported financial results for its fiscal second quarter ended December 31, 2025.

Fiscal SecondQuarter 2026 Summary (compared to prior-year quarter)

· Annual<br> Recurring Revenue (“ARR”) up 14% to $21.8 million, which includes approximately<br> $15.3 million of B2B ARR and $6.4 million of B2C ARR.
· Forty-seven<br> net new deployments in the quarter reflect one of our best results and sustained momentum<br> in new B2B customer acquisition.
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· Net<br> income of $547,000, or $0.02 per diluted share, compared to net loss of $2.0 million or ($0.07)<br> per share.
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· Adjusted<br> EBITDA increased 36% to $1.3 million. On a trailing twelve-month ("TTM") basis,<br> the Company has now generated Adjusted EBITDA of $5.8 million or 11.8% of revenue for<br> the same period.
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· Net<br> B2B ARR growth of $560,000 represents the best organic second quarter performance in<br> Company history.
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· Gross<br> profit up 6% to $6.2 million. Total gross margin improved 350 basis points to 52.4%.
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· Platform<br> revenue up 14% to $5.2 million. Platform revenue accounted for 44% of total revenue as compared<br> to 39% in the prior-year quarter.
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· Total<br> revenue was $11.8 million compared to $11.9 million in the prior year, as strong B2B revenue<br> growth has not yet fully offset softness in transactions revenue.
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“Our second quarter results reflect strong growth within our B2B Platforms business through forty-seven net new deployments in the quarter and Platforms continues to represent a larger portion of our total revenue mix. In addition, the average sales price for our Platform increased more than six percent year-over-year as we signed larger deals and as existing customers adopt more of our SaaS and AI solutions,” said Roy W. Olivier, President and CEO of Research Solutions. “Our business continues to generate strong operating cash flow and Adjusted EBITDA, allowing us to reinvest in sales and marketing to accelerate growth while maintaining financial flexibility. We continue to manage the business with a long-term focus to drive value for our shareholders.”

Fiscal SecondQuarter 2026 Results

Total revenue was $11.8 million, compared to $11.9 million in the year-ago quarter. Platform revenue growth was offset by a decline in transactions revenue.

Platform subscription revenue for the quarter was $5.2 million, a 14% year-over-year 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 $21.8 million, up 14% year-over-year (see the Company’s definition of annual recurring revenue below).

Transaction revenue was $6.6 million, compared to $7.3 million in the second quarter of fiscal 2025. The decrease was due to the impact of a known customer that churned earlier and a few larger customers that saw significant declines in volume. The transaction active customer count for the quarter was 1,321, compared to 1,384 customers in the prior-year quarter (see the Company's definition of active customer accounts and transactions below).

Total gross margin improved 350 basis points from the prior-year quarter to 52.4%. The increase was primarily driven by the continued revenue mix shift to the higher-margin Platforms business, including the expansion of the gross margin for that business.

Total operating expenses were $5.4 million, compared to $5.7 million in the second quarter of fiscal 2025. The decrease was primarily related to reduced general and administrative and stock-based compensation expenses offset in part by increased sales and marketing expenses.

Net income in the fiscal second quarter was $547,000, or $0.02 per diluted share, compared to a net loss of $2 million, or ($0.07) per share, in the prior-year quarter. Adjusted EBITDA was $1.3 million, compared to $963,000 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, February 12, 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 March 12, 2026 by dialing 1-412-317-6671 and using the replay ID 11160799, and via the investor relations section of the Company's website at http://researchsolutions.investorroom.com/.

Fiscal Second Quarter Financial andOperational Summary Tables vs. Prior-Year Quarter

Quarter<br> Ended December 31, Six<br> Months Ended December 31,
2025 2024 Change %<br> Change 2025 2024 Change %<br> Change
Revenue:
Platforms $ 5,224,845 $ 4,601,257 $ 623,588 13.6 % $ 10,345,685 $ 8,930,902 $ 1,414,783 15.8 %
Transactions 6,567,806 7,312,962 (745,156 ) -10.2 % 13,759,151 15,027,799 (1,268,648 ) -8.4 %
Total Revenue 11,792,651 11,914,219 (121,568 ) -1.0 % 24,104,836 23,958,701 146,135 0.6 %
Gross Profit:
Platforms 4,602,184 3,981,415 620,769 15.6 % 9,112,649 7,763,893 1,348,756 17.4 %
Transactions 1,574,766 1,839,678 (264,912 ) -14.4 % 3,289,599 3,823,076 (533,477 ) -14.0 %
Total Gross Profit 6,176,950 5,821,093 355,857 6.1 % 12,402,248 11,586,969 815,279 7.0 %
Gross profit as a % of revenue:
Platforms 88.1 % 86.5 % 1.6 % 88.1 % 86.9 % 1.1 %
Transactions 24.0 % 25.2 % -1.2 % 23.9 % 25.4 % -1.5 %
Total Gross Profit 52.4 % 48.9 % 3.5 % 51.5 % 48.4 % 3.1 %
Operating Expenses:
Sales<br> and marketing 1,648,597 1,343,087 305,510 22.7 % 3,315,422 2,533,494 781,928 30.9 %
Technology<br> and product development 1,602,421 1,506,849 95,572 6.3 % 3,012,572 2,879,607 132,965 4.6 %
General<br> and administrative 1,620,595 2,008,201 (387,606 ) -19.3 % 3,295,954 3,938,377 (642,423 ) -16.3 %
Depreciation<br> and amortization 316,425 306,233 10,192 3.3 % 632,491 618,328 14,163 2.3 %
Stock-based<br> compensation 213,449 534,322 (320,873 ) -60.1 % 425,931 952,311 (526,380 ) -55.3 %
Foreign<br> currency translation loss (gain) 36,112 29,554 6,558 22.2 % 18,856 (74,686 ) 93,542 -125.2 %
Total Operating<br> Expenses 5,437,599 5,728,246 (290,647 ) -5.1 % 10,701,226 10,847,431 (146,205 ) -1.3 %
Income from operations 739,351 92,847 646,504 696.3 % 1,701,022 739,538 961,484 -130.0 %
Other expense:
Other<br> expense (183,572 ) (2,057,887 ) 1,874,315 -91.1 % (374,625 ) (1,989,362 ) 1,614,737 -81.2 %
Provision<br> for income taxes (8,859 ) (15,194 ) 6,335 -41.7 % (30,090 ) (61,406 ) 31,316 -51.0 %
Total Other<br> Expense: (192,431 ) (2,073,081 ) 1,880,650 -90.7 % (404,715 ) (2,050,768 ) 1,646,053 -80.3 %
Net income<br> (loss) $ 546,920 $ (1,980,234 ) 2,527,154 -127.6 % $ 1,296,307 $ (1,311,230 ) 2,607,537 -198.9 %
Adjusted EBITDA $ 1,305,337 $ 962,956 $ 342,381 35.6 % $ 2,778,300 $ 2,235,491 $ 542,809 24.3 %
Quarter<br> Ended December 31, Six<br> Months Ended December 31,
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
2025 2024 Change %<br> Change 2025 2024 Change %<br> Change
Platforms:
B2B ARR (Annual recurring revenue*):
Beginning of Period $ 14,758,472 $ 12,187,834 $ 2,570,637 21.1 % $ 14,197,598 $ 12,060,201 $ 2,137,397 17.7 %
Incremental ARR 560,482 550,422 10,060 1.8 % 1,121,356 678,055 443,301 65.4 %
End of Period $ 15,318,954 $ 12,738,256 $ 2,580,697 20.3 % $ 15,318,954 $ 12,738,256 $ 2,580,698 20.3 %
Deployments:
Beginning of Period 1,185 1,029 156 15.2 % 1,171 1,021 150 14.7 %
Incremental Deployments 47 61 (14 ) -23.0 % 61 69 (8 ) -11.6 %
End of Period 1,232 1,090 142 13.0 % 1,232 1,090 142 13.0 %
ASP (Average sales price):
Beginning of Period $ 12,454 $ 11,844 $ 610 5.2 % $ 12,124 $ 11,812 $ 312 2.6 %
End of Period $ 12,434 $ 11,686 $ 748 6.4 % $ 12,434 $ 11,686 $ 748 6.4 %
B2C ARR (Annual recurring revenue*):
Beginning of Period $ 6,535,197 $ 5,430,795 $ 1,104,402 20.3 % $ 6,721,356 $ 5,363,129 $ 1,358,227 25.3 %
Incremental ARR (93,781 ) 940,586 (1,034,367 ) -110.0 % (279,940 ) 1,008,252 (1,288,192 ) -127.8 %
End of Period $ 6,441,416 $ 6,371,381 $ 70,035 1.1 % $ 6,441,416 $ 6,371,381 $ 70,035 1.1 %
Total ARR (Annualized recurring<br> revenue): $ 21,760,370 $ 19,109,637 $ 2,650,732 13.9 % $ 21,760,370 $ 19,109,637 $ 2,650,733 13.9 %
Transaction Customers:
Corporate customers 1,326 1,051 275 26.2 % 1,200 1,063 137 12.9 %
Academic<br> customers 324 333 (9 ) -2.7 % 320 325 (5 ) -1.5 %
Total customers 1,650 1,384 266 19.2 % 1,520 1,388 132 9.5 %
* Annual Recurring Revenue (Non-GAAP Measure) - the value of contracted platform subscription recurring revenue normalized to a one year period. For B2C, this includes the annualized value of monthly subscriptions, meaning their monthly value multiplied by 12.
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Active Customer Accounts, Transactionsand 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 – AdjustedEBITDA

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 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 December 31, Six Months Ended December 31,
2025 2024 Change % <br><br>Change 2025 2024 Change % <br><br>Change
$ 546,920 $ (1,980,234 ) $ 2,527,154 -127.6 % $ 1,296,307 $ (1,311,230 ) $ 2,607,537 -198.9 %
-
Other expense 183,572 2,057,887 (1,874,315 ) -91.1 % 374,625 1,989,362 (1,614,737 ) -81.2 %
Foreign currency translation loss (gain) 36,112 29,554 6,558 22.2 % 18,856 (74,686 ) 93,542 -125.2 %
Provision for income taxes 8,859 15,194 (6,335 ) -41.7 % 30,090 61,406 (31,316 ) -51.0 %
Depreciation and amortization 316,425 306,233 10,192 3.3 % 632,491 618,328 14,163 2.3 %
Stock-based compensation 213,449 534,322 (320,873 ) -60.1 % 425,931 952,311 (526,380 ) -55.3 %
$ 1,305,337 $ 962,956 $ 342,381 35.6 % $ 2,778,300 $ 2,235,491 $ 542,809 -24.3 %

About ResearchSolutions

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-LookingStatements

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 officially 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 ConsolidatedBalance Sheets (Unaudited)

June 30,
2025
Assets
Current assets:
Cash and cash equivalents 12,262,780 $ 12,227,312
Accounts receivable, net of allowance of 79,869 and 182,324, respectively 5,661,171 7,191,234
Prepaid expenses and other current assets 708,075 580,257
Prepaid royalties 42,155 925
Total current assets 18,674,181 19,999,728
Non-current assets:
Property and equipment, net of accumulated depreciation of 992,832 and 964,883, respectively 65,236 60,769
Intangible assets, net of accumulated amortization of 3,347,683 and 2,736,773, respectively 9,130,484 9,686,241
Goodwill 16,372,979 16,372,979
Deposits and other assets 1,000 957
Total assets 44,243,880 $ 46,120,674
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses 6,397,476 $ 7,443,757
Deferred revenue 9,916,853 10,702,120
Contingent earnout liability, current portion 7,295,596 7,363,152
Total current liabilities 23,609,925 25,509,029
Non-current liabilities:
Contingent earnout liability, long-term portion 3,405,356 6,683,488
Total liabilities 27,015,281 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; 32,875,476 and 32,479,993 shares issued and outstanding, respectively 32,875 32,480
Additional paid-in capital 41,056,472 39,059,557
Accumulated deficit (23,747,387 ) (25,043,693 )
Accumulated other comprehensive loss (113,361 ) (120,187 )
Total stockholders’ equity 17,228,599 13,928,157
Total liabilities and stockholders’ equity 44,243,880 $ 46,120,674

All values are in US Dollars.

See notes to condensed consolidated financial statements

Research Solutions, Inc.and Subsidiaries

Condensed ConsolidatedStatements of Operations and Other Comprehensive Income (Loss)

(Unaudited)

Three Months Ended Six Months Ended
December 31, December 31,
2025 2024 2025 2024
Revenue:
Platforms $ 5,224,845 $ 4,601,257 $ 10,345,685 $ 8,930,902
Transactions 6,567,806 7,312,962 13,759,151 15,027,799
Total revenue 11,792,651 11,914,219 24,104,836 23,958,701
Cost of revenue:
Platforms 622,661 619,842 1,233,036 1,167,009
Transactions 4,993,040 5,473,284 10,469,552 11,204,723
Total cost of revenue 5,615,701 6,093,126 11,702,588 12,371,732
Gross profit 6,176,950 5,821,093 12,402,248 11,586,969
Operating expenses:
Selling, general and administrative 5,121,175 5,422,013 10,068,736 10,229,103
Depreciation and amortization 316,425 306,233 632,491 618,328
Total operating expenses 5,437,600 5,728,246 10,701,227 10,847,431
Income from operations 739,350 92,847 1,701,021 739,538
Other income 95,065 348,999 221,978 417,524
Change in fair value of contingent earnout liability (278,637 ) (2,406,886 ) (596,603 ) (2,406,886 )
Income (loss) before provision for income taxes 555,778 (1,965,040 ) 1,326,396 (1,249,824 )
Provision for income taxes (8,859 ) (15,194 ) (30,090 ) (61,406 )
Net income (loss) 546,919 (1,980,234 ) 1,296,306 (1,311,230 )
Other comprehensive income (loss):
Foreign currency translation 5,859 2,637 6,826 (3,531 )
Comprehensive income (loss) $ 552,778 $ (1,977,597 ) $ 1,303,132 $ (1,314,761 )
Basic income (loss) per common share:
Net income (loss) per share $ 0.02 $ (0.07 ) $ 0.04 $ (0.04 )
Weighted average common shares outstanding 31,634,575 30,421,808 31,434,725 30,384,339
Diluted income (loss) per common share:
Net income (loss) per share $ 0.02 $ (0.07 ) $ 0.04 $ (0.04 )
Weighted average common shares outstanding 32,333,657 30,421,808 32,113,408 30,384,339

See notes to condensed consolidated financial statements

Research Solutions, Inc.and Subsidiaries

Condensed ConsolidatedStatements of Cash Flows

(Unaudited)

Six Months Ended
December 31,
2025 2024
Cash flow from operating activities:
Net income (loss) $ 1,296,306 $ (1,311,230 )
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization 632,491 618,328
Stock options expense 149,262 88,045
Restricted common stock expense 276,669 864,266
Adjustment to contingent earnout liability 596,603 2,406,886
Changes in operating assets and liabilities:
Accounts receivable 1,530,063 (266,255 )
Prepaid expenses and other current assets (127,818 ) (98,613 )
Prepaid royalties (41,230 ) 478,169
Accounts payable and accrued expenses (1,035,903 ) (737,670 )
Deferred revenue (785,267 ) (170,433 )
Net cash provided by operating activities 2,491,176 1,871,493
Cash flow from investing activities:
Purchase of property and equipment (24,561 ) (5,404 )
Net cash used in investing activities (24,561 ) (5,404 )
Cash flow from financing activities:
Proceeds from the exercise of stock options 157,500
Common stock repurchases (39,549 ) (205,278 )
Payment of contingent acquisition consideration - Scite and FIZ (2,554,394 ) (62,560 )
Net cash used in financing activities (2,436,443 ) (267,838 )
Effect of exchange rate changes 5,296 2,873
Net increase in cash and cash equivalents 35,468 1,601,124
Cash and cash equivalents, beginning of period 12,227,312 6,100,031
Cash and cash equivalents, end of period $ 12,262,780 $ 7,701,155
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 30,090 $ 61,406
Non-cash investing and financing activities:
Contingent consideration accrual on asset acquisition $ 20,981 $ 30,198
Common stock issued for Scite earnout payment $ 1,453,428 $

See notes to condensed consolidated financial statements

Contact

Steven Hooser or John Beisler

Three Part Advisors

(214) 872-2710

shooser@threepa.com; jbeisler@threepa.com

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