10-Q - RSSS - Equibles

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2022

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-39256

RESEARCH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	11-3797644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
Address not applicable^1^	N/A
(Address of principal executive offices)	(Zip Code)

( 310 ) 477-0354

(Registrant’s telephone number, including area code)

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 stock, $0.001 par value		RSSS		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer þ	Smaller reporting company þ
	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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.

Title of Class	Number of Shares Outstanding on November 4, 2022
Common Stock, $0.001 par value	29,297,082

^1^ In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices.

Table of Contents TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II — OTHER INFORMATION	29
Item 1A. Risk Factors	29
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 6. Exhibits	30
SIGNATURES	32

Table of Contents PART 1 — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	****	September 30,		****
	****	2022		****	June 30,
		(unaudited)			2022
Assets
Current assets:
Cash and cash equivalents		$	10,387,689		$	10,603,175
Accounts receivable, net of allowance of $71,122 and $94,144, respectively			5,169,789			5,251,545
Prepaid expenses and other current assets			205,118			276,026
Prepaid royalties			136,012			846,652
Total current assets			15,898,608			16,977,398

Other assets:
Property and equipment, net of accumulated depreciation of $846,894 and $840,996, respectively			45,849			47,985
Non-refundable deposit for asset acquisition			297,450			—
Deposits and other assets			894			893
Total assets		$	16,242,801		$	17,026,276

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	5,566,975		$	6,604,032
Deferred revenue			5,357,148			5,538,526
Total current liabilities			10,924,123			12,142,558

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; 27,330,878 and 27,075,648 shares issued and outstanding, respectively			27,331			27,076
Additional paid-in capital			28,298,171			28,072,855
Accumulated deficit			(22,879,707)			(23,094,272)
Accumulated other comprehensive loss			(127,117)			(121,941)
Total stockholders’ equity			5,318,678			4,883,718
Total liabilities and stockholders’ equity		$	16,242,801		$	17,026,276

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended
		September 30,
	****	2022		****	2021

Revenue:
Platforms		$	2,019,967		$	1,509,874
Transactions			6,664,676			6,232,630
Total revenue			8,684,643			7,742,504

Cost of revenue:
Platforms			230,473			245,656
Transactions			5,104,922			4,836,473
Total cost of revenue			5,335,395			5,082,129
Gross profit			3,349,248			2,660,375

Operating expenses:
Selling, general and administrative			3,163,807			3,023,987
Depreciation and amortization			5,812			2,896
Total operating expenses			3,169,619			3,026,883

Income (loss) from operations			179,629			(366,508)

Other income			39,069			276

Income (loss) from operations before provision for income taxes			218,698			(366,232)
Provision for income taxes			(4,133)			(5,770)

Net income (loss)			214,565			(372,002)

Other comprehensive income (loss):
Foreign currency translation			(5,176)			(2,975)
Comprehensive income (loss)		$	209,389		$	(374,977)

Basic income (loss) per common share:
Net income (loss) per share		$	0.01		$	(0.01)
Basic weighted average common shares outstanding			26,718,171			26,277,116

Diluted income (loss) per common share:
Net income (loss) per share		$	0.01		$	(0.01)
Diluted weighted average common shares outstanding			27,779,841			26,277,116

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended September 30, 2022

(Unaudited)


							Additional						Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
	****	Shares	****	Amount		****	Capital		****	Deficit		****	Loss		****	Equity

Balance, July 1, 2022		27,075,648		$	27,076		$	28,072,855		$	(23,094,272)		$	(121,941)		$	4,883,718

Fair value of vested stock options		—			—			40,706			—			—			40,706

Fair value of vested restricted common stock		222,334			222			134,433			—			—			134,655

Fair value of vested unrestricted common stock		36,509			36			68,236			—			—			68,272

Repurchase of common stock		(9,659)			(9)			(18,053)			—			—			(18,062)

Common stock issued upon exercise of stock options		6,046			6			(6)			—			—			—

Net income for the period		—			—			—			214,565			—			214,565

Foreign currency translation		—			—			—			—			(5,176)			(5,176)

Balance, September 30, 2022		27,330,878		$	27,331		$	28,298,171		$	(22,879,707)		$	(127,117)		$	5,318,678

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three Months Ended September 30, 2021

(Unaudited)


							Additional						Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
	****	Shares	****	Amount		****	Capital		****	Deficit		****	Loss		****	Equity

Balance, July 1, 2021		26,498,215		$	26,498		$	26,982,052		$	(21,461,888)		$	(119,577)		$	5,427,085

Fair value of vested stock options		—			—			71,999			—			—			71,999

Fair value of vested restricted common stock		115,909			116			98,995			—			—			99,111

Repurchase of common stock		(21,365)			(22)			(54,459)			—			—			(54,481)

Common stock issued upon exercise of stock options		1,360			2			(2)			—			—			—

Net loss for the period		—			—			—			(372,002)			—			(372,002)

Foreign currency translation		—			—			—			—			(2,975)			(2,975)

Balance, September 30, 2021		26,594,119		$	26,594		$	27,098,585		$	(21,833,890)		$	(122,552)		$	5,168,737

See notes to condensed consolidated financial statements

Table of Contents Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Three Months Ended
		September 30,
	****	2022		****	2021

Cash flow from operating activities:
Net income (loss)		$	214,565		$	(372,002)
Adjustment to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization			5,812			2,896
Fair value of vested stock options			40,706			71,999
Fair value of vested restricted common stock			134,655			99,111
Fair value of vested unrestricted common stock			68,272			—
Changes in operating assets and liabilities:
Accounts receivable			81,756			14,767
Prepaid expenses and other current assets			70,908			62,439
Prepaid royalties			710,640			639,765
Accounts payable and accrued expenses			(1,037,057)			(225,462)
Deferred revenue			(181,378)			(365,760)
Net cash provided by (used in) operating activities			108,879			(72,247)

Cash flow from investing activities:
Purchase of property and equipment			(3,681)			(3,643)
Payment for non-refundable deposit for asset acquisition			(297,450)			—
Net cash used in investing activities			(301,131)			(3,643)

Cash flow from financing activities:
Common stock repurchase			(18,062)			(54,481)
Net cash used in financing activities			(18,062)			(54,481)

Effect of exchange rate changes			(5,172)			(2,630)
Net increase (decrease) in cash and cash equivalents			(215,486)			(133,001)
Cash and cash equivalents, beginning of period			10,603,175			11,004,337
Cash and cash equivalents, end of period		$	10,387,689		$	10,871,336

Supplemental disclosures of cash flow information:
Cash paid for income taxes		$	4,133		$	5,770

See notes to condensed consolidated financial statements

Table of Contents RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Three Months Ended September 30, 2022 and 2021 (Unaudited)

Note 1. Organization, Nature of Business and Basis of Presentation

Organization

Research Solutions, Inc. (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with three wholly owned subsidiaries: Reprints Desk, Inc., a Delaware corporation, Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico, and RESSOL LA, S. DE R.L. DE C.V., an entity organized under the laws of Mexico.

Nature of Business

We provide two service offerings to our customers: a cloud-based software-as-a-service (“SaaS”) research platform (“Platforms”) typically sold via annual auto-renewing license agreements and the sale of published scientific, technical, and medical (“STM”) content sold as individual articles (“Transactions”) either stand alone or via the Platform. When customers utilize the Platform to purchase Transactions it is packaged as a single solution that enables life science and other research intensive organizations to accelerate their research and development activities with faster, access and management of STM articles used throughout the intellectual property development lifecycle. The Platform typically delivers a ROI to the customer via more effectively managing Transaction costs and saving researchers time during the research process.

Platforms

Our cloud-based SaaS research Platform consists of proprietary software and Internet-based interfaces sold to customers for an annual subscription fee. Legacy functionality allows customers to initiate orders, route orders for the lowest cost acquisition, manage transactions, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems. Customers can also enhance the information resources they already own or license and collaborate around bibliographic information.

Additional functionality has recently been added to our Platform in the form of interactive app-like components. An alternative to manual data filtering, identification and extraction, the apps are designed to gather, augment, and extract data across a variety of formats, including bibliographic citations, tables of contents, RSS feeds, PDF files, XML feeds, and web content. We continue to develop new apps in order to build an ecosystem of apps. Together, these apps will provide researchers with an “all in one” toolkit, delivering efficiencies in core research workflows and knowledge creation processes.

Our Platform is deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platform through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems. The Platform can also be configured to satisfy a customer’s individual preferences. We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Transactions

Our Platform provides our customers with a single source to the universe of published STM content that includes over 80 million existing STM articles and over one million newly published STM articles each year. STM content is sold to our customers on a transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users.

Table of Contents as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

Principles of Consolidation

The accompanying financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2022 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2022 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

These estimates and assumptions include estimates for reserves of uncollectible accounts, accruals for potential liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer’s financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

Cash denominated in Euros and British Pounds with an aggregate US Dollar equivalent of $699,052 and $483,232 at September 30, 2022 and June 30, 2022, respectively, was held by Reprints Desk in accounts at financial institutions located in Europe. 9

Table of Contents The Company has no customers that represent 10% of revenue or more for the three months ended September 30, 2022 and 2021.

The following table summarizes accounts receivable concentrations:


	As of
	September 30,			June 30,
	2022	****	****	2022
Customer A	11	%		*

* Less than 10%

The following table summarizes vendor concentrations:


	Three Months Ended
	September 30,
	2022	****	****	2021
Vendor A	21	%		19	%
Vendor B	12	%		13	%

Revenue Recognition

The Company accounts for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
---	---
●	determine the transaction price;
---	---
●	allocate the transaction price to performance obligations in the contract; and
---	---
●	recognize revenue as the performance obligation is satisfied.
---	---

Platforms

Table of Contents revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Transactions

We charge a transactional service fee for the electronic delivery of single articles, and a corresponding copyright fee for the permitted use of the content. We recognize revenue from single article delivery services upon delivery to the customer provided all other revenue recognition criteria have been met.

Revenue by Geographical Region

The following table summarizes revenue by geographical region:


	Three Months Ended							****
	September 30,							****
	2022			****	2021
United States	$	5,043,083	58.1	%	$	4,590,917	59.3	%
Europe		3,009,521	34.6	%		2,611,214	33.7	%
Rest of World		632,039	7.3	%		540,373	7.0	%
Total	$	8,684,643	100	%	$	7,742,504	100	%

Accounts Receivable by Geographical Region

The following table summarizes accounts receivable by geographical region:


	As of September 30, 2022			****	As of June 30, 2022
United States	$	2,820,384	54.6	%	$	3,255,976	62.0	%
Europe		2,002,207	38.7	%		1,665,111	31.7	%
Rest of World		347,198	6.7	%		330,458	6.3	%
Total	$	5,169,789	100	%	$	5,251,545	100	%

Deferred Revenue

Contract liabilities, such as deferred revenue, exist where the Company has the obligation to transfer services to a customer for which the entity has received consideration, or when the consideration is due, from the customer.

Cash payments received or due in advance of performance are recorded as deferred revenue. Deferred revenue is primarily comprised of cloud-based software subscriptions which are generally billed in advance. The deferred revenue balance is presented as a current liability on the Company's consolidated balance sheets.

Cost of Revenue

Platforms

Cost of Platform revenue consists primarily of personnel costs of our operations team, and to a lesser extent managed hosting providers and other third-party service and data providers.

Transactions

Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers. 11

Table of Contents Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company accounts for such grants issued and vesting based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the vesting period. The Company recognizes the fair value of stock-based compensation within its Statements of Operations with classification depending on the nature of the services rendered.

Under ASC 718, Repurchase or Cancellation of equity awards, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.

Foreign Currency

The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America and ResSoL LA are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $72,516 and $11,243 for the three months ended September 30, 2022 and 2021, respectively. Cash denominated in Euros and British Pounds with an aggregate US Dollar equivalent of $699,052 and $483,232 at September 30, 2022 and June 30, 2022, respectively, was held in accounts at financial institutions located in Europe.

The following table summarizes the exchange rates used:


	Three Months Ended		Year Ended
	September 30,		June 30,
	2022	2021	2022	2021
Period end Euro : US Dollar exchange rate	0.98	1.16	1.05	1.19
Average period Euro : US Dollar exchange rate	1.01	1.18	1.13	1.19

Period end : US Dollar exchange rate	1.11	1.35	1.21	1.38
Average period : US Dollar exchange rate	1.19	1.38	1.34	1.34

Period end Mexican Peso : US Dollar exchange rate	0.05	0.05	0.05	0.05
Average period Mexican Peso : US Dollar exchange rate	0.05	0.05	0.05	0.05

All values are in British Pounds.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. At September 30, 2022 potentially dilutive securities include options to acquire 3,125,372 shares of common stock and unvested restricted common stock of 568,240. At September 30, 2021 potentially dilutive securities include options to acquire 3,316,650 shares of common 12

Table of Contents stock, warrants to acquire 50,000 shares of common stock and unvested restricted common stock of 298,583. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

For the three months ended September 30, 2022, the calculation of diluted earnings per share includes unvested restricted common stock and stock options, calculated under the treasury stock method. Basic and diluted net loss per common share is the same for the three months ended September 30, 2021 because all stock options, warrants, and unvested restricted common stock are anti-dilutive.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires entities to use a forward-looking approach based on current expected credit losses (“CECL”) to estimate credit losses on certain types of financial instruments, including trade receivables. This may result in the earlier recognition of allowances for losses. ASU 2016-13 is effective for the Company beginning July 1, 2023, and early adoption is permitted. The Company does not believe the potential impact of the new guidance and related codification improvements will be material to its financial position, results of operations and cash flows.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 3. Line of Credit

The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 28, 2024, and is subject to certain financial and performance covenants with which we were in compliance as of September 30, 2022. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.0%. The interest rate on the line of credit was 7.25% as of September 30, 2022. The line of credit is secured by the Company’s consolidated assets.

There were no outstanding borrowings under the line as of September 30, 2022 and June 30, 2022, respectively. As of September 30, 2022, there was approximately $2,140,000 of available credit.

Note 4. Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. On November 17, 2020, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 2,374,513 to 3,374,513. On November 17, 2021, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 3,374,513 to 6,874,513. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that 13

Table of Contents were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of September 30, 2022, there were 3,748,262 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.

The majority of awards issued under the Plan vest immediately or over three years, with a one year cliff vesting period, and have a term of ten years. Stock-based compensation cost is measured at the grant date, based on the fair value of the awards that are ultimately expected to vest, and recognized on a straight-line basis over the requisite service period, which is generally the vesting period.

The following table summarizes vested and unvested stock option activity:


		All Options					Vested Options					Unvested Options
	****		****	Weighted		****		****	Weighted		****		****	Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
		Shares		Price			Shares		Price			Shares		Price
Outstanding at June 30, 2022		3,182,872		$	1.79		2,999,974		$	1.75		182,898		$	2.49
Granted		—			—		—			—		—			—
Options vesting		—			—		51,123			2.54		(51,123)			2.54
Exercised		(22,500)			1.48		(22,500)			1.48		—			—
Forfeited		(35,000)			2.43		(33,750)			2.40		(1,250)			3.27
Repurchased		—			—		—			—		—			—
Outstanding at September 30, 2022		3,125,372		$	1.79		2,994,847		$	1.76		130,525		$	2.46

The weighted average remaining contractual life of all options outstanding as of September 30, 2022 was 5.23 years. The remaining contractual life for options vested and exercisable at September 30, 2022 was 5.09 years. Furthermore, the aggregate intrinsic value of options outstanding and of options vested and exercisable as of September 30, 2022 was $1,365,139, in each case based on the fair value of the Company’s common stock on September 30, 2022.

During the three months ended September 30, 2022, the Company did not grant any options to employees and directors. The total fair value of options that vested during the three months ended September 30, 2022 was $40,706 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of September 30, 2022, the amount of unvested compensation related to stock options was $170,211 which will be recorded as an expense in future periods as the options vest. During the three months ended September 30, 2022, the Company issued 6,046 net shares of common stock upon the exercise of 22,500 options on a cashless basis.

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the three months ended September 30, 2022 and 2021. There were no stock options granted during the three months ended September 30, 2022.


		Three Months Ended			****
		September 30,
	****	2022	****	2021
Expected dividend yield		—	%	—	%
Risk-free interest rate		—	%	0.92 - 1.01	%
Expected life (in years)		—		6
Expected volatility		—	%	56	%

Table of Contents Additional information regarding stock options outstanding and exercisable as of September 30, 2022 is as follows:


	Option	****		****	Remaining	****
	Exercise		Options		Contractual		Options
	Price		Outstanding		Life (in years)		Exercisable
$	0.70		225,000		3.18		225,000
	0.77		25,000		1.88		25,000
	0.80		16,000		2.89		16,000
	0.90		15,000		2.85		15,000
	1.00		15,000		2.44		15,000
	1.05		305,000		3.90		305,000
	1.07		33,898		0.04		33,898
	1.09		50,000		3.65		50,000
	1.10		105,000		2.75		105,000
	1.15		104,400		0.35		104,400
	1.20		274,000		4.80		274,000
	1.25		32,000		0.37		32,000
	1.50		185,000		0.22		185,000
	1.59		25,000		5.61		25,000
	1.80		74,050		0.98		74,050
	1.85		16,000		0.64		16,000
	1.95		200,000		5.76		200,000
	2.10		238,767		9.36		238,767
	2.13		216,708		8.14		211,138
	2.17		35,955		8.62		17,978
	2.19		5,000		9.31		—
	2.40		312,833		6.13		312,833
	2.43		61,250		8.68		46,250
	2.45		168,000		7.85		126,000
	2.49		78,435		7.67		72,836
	2.50		20,000		6.63		20,000
	2.64		30,882		8.85		12,867
	2.67		33,194		8.97		13,831
	2.99		8,000		7.62		6,666
	3.13		208,000		7.12		208,000
	3.50		8,000		7.37		7,333
	Total		3,125,372				2,994,847

Restricted Common Stock

Prior to July 1, 2022, the Company issued 2,829,758 shares of restricted common stock to employees valued at $4,024,308, of which 2,215,342 shares have vested, 214,324 shares with fair value of $188,203 have been forfeited, and $3,060,652 has been recognized as an expense. The balance of the non-vested shares of restricted common stock was 400,092 at June 30, 2022, with an aggregate fair value of $775,453.

During the three months ended September 30, 2022, the Company issued an additional 222,334 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $431,328 based on the market price of our common stock price ranging of $1.94 per share on the date of grant, which will be amortized over the range of three-year vesting period.

The total fair value of restricted common stock vesting during the three months ended September 30, 2022 was $134,655 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of September 30, 2022, the amount of unvested compensation related to issuances of restricted common stock was 15

Table of Contents $1,072,126, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

The following table summarizes restricted common stock activity:


	****		****			****	Weighted
							Average
		Number of					Grant Date
		Shares		Fair Value			Fair Value
Non-vested, June 30, 2022		400,092		$	775,453		$	2.38
Granted		222,334			431,328			1.94
Vested		(54,186)			(134,655)			2.60
Forfeited		—			—			—
Non-vested, September 30, 2022		568,240		$	1,072,126		$	2.18

Common Stock Repurchases

Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $400,000 of outstanding common stock (at prices no greater than $4.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The Compensation Committee of our Board of Directors subsequently approved the extension of the repurchases under the same terms through the end of fiscal year 2023. The actual number of shares repurchased will be determined by applicable employees in their discretion, and will depend on their evaluation of market conditions and other factors. As of June 30, 2022, $255,345 remained under the current authorization to repurchase our outstanding common stock from our employees.

During the three months ended September 30, 2022, the Company repurchased 9,659 shares of our common stock from employees at an average market price of approximately $1.87 per share for an aggregate amount of $18,062. As of September 30, 2022, $237,283 remains under the current authorization to repurchase our outstanding common stock from our employees.

Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. Direct costs incurred to acquire the shares are included in the total cost of the shares.

Note 5. Non-refundable Deposit for Asset Acquisition

On September 28, 2022, Reprints Desk, Inc. (“Reprints Desk”) entered into an asset purchase agreement with FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH (“FIZ”). FIZ delivers STM content pursuant to various contracts with its customers through its AutoDoc platform. FIZ has agreed to assign and transfer to Reprints Desk certain of these contracts effective January 1, 2022 (the “Sold Contracts”). In consideration, Reprints Desk has agreed to make a non-refundable payment of $297,450 (€300,000) paid on September 30, 2022 (the “Base Amount”), plus contingent consideration of up to an additional $248,000 (€250,000) based on the trailing 12 month’s (“TTM”) revenue of customers that consent to have their Sold Contract assumed by Reprints Desk as a transferred contract, compared to the TTM revenue of all Sold Contracts, as defined (the “Base Amount Plus”). In addition to the Base Amount and the Base Amount Plus, for customers that have (i) consented to have their contract assumed by Reprints Desk and (ii) that place an order by June 30, 2023, Reprints Desk shall pay an amount to FIZ (the “Bonus Amount”) based on the service fee FIZ would have received from these customers for the period from January 1, 2023 through December 31, 2025. At September 30, 2022, the Base Amount of $297,450 has been recorded as a non-refundable deposit for asset acquisition.

Table of Contents Note 6. Contingencies

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

Inflation Risk

The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs, and which would put additional stress on the Company’s working capital resources.

Note 7. Subsequent Events

Stock Options

On October 7, 2022, the Company issued 16,204 shares of common stock upon the exercise of stock options underlying 33,898 shares of common stock on a cashless basis.

Restricted Common Stock

On November 1, 2022, the Company granted, under the 2017 Plan, restricted stock awards in the amount 1,950,000 shares to key management in accordance with its long-term equity bonus program (the “LTEBP”). The LTEBP spans 5 years and is designed to better serve stockholder interests by aligning key executive compensation with stockholder value. Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets:

•20% at a 30-day VWAP of $3.00 per share;

•20% at a 30-day VWAP of $3.75 per share;

•20% at a 30-day VWAP of $4.50 per share;

•20% at a 30-day VWAP of $5.25 per share; and

•20% at a 30-day VWAP of $6.00 per share.

Upon a change of control vesting will accelerate with respect to that portion of the award that would vest if the target 30-day VWAP was achieved at the level above the per share price in such change of control transaction. For example, if we granted an award of 100,000 shares under the LTEBP, 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.00 per share, and 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.75 per share. If the per share price in a change of control transaction was $5.00 per share, vesting would accelerate for 40,000 17

Table of Contents shares under the same award (i.e. the number of shares that would vest for our stock price achieving a 30-day VWAP of $5.25 per share). As a condition to receiving awards under the LTEBP, recipients will be required to hold at least 75% of all vested shares during the term of their employment. Applicable target 30-day VWAPs must be achieved within 5 years following the grant of awards under the LTEBP, and all unvested awards under the LTEBP will be forfeited upon expiration of such 5-year period. Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason.

Table of Contents Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three months ended September 30, 2022 and 2021 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2022.

We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements.

Overview

Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with three wholly owned subsidiaries at June 30, 2022: Reprints Desk, Inc., a Delaware corporation, Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico, and RESSOL LA, S. DE R.L. DE C.V., an entity organized under the laws of Mexico.

Platforms

Table of Contents

Transactions

Our Platform allows customers to find and download digital versions of STM articles that are critical to their research. Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour; in many cases under one minute. This service is generally known in the industry as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

COVID-19

We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict, as the responses that we, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Inflation Risk

We do not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that our operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing our operating costs, and which would put additional stress on our working capital resources.

Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our financial statements because they inherently involve significant judgments and uncertainties. 20

Table of Contents

Revenue Recognition

We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

●	identify the contract with a customer;
●	identify the performance obligations in the contract;
---	---
●	determine the transaction price;
---	---
●	allocate the transaction price to performance obligations in the contract; and
---	---
●	recognize revenue as the performance obligation is satisfied.
---	---

Platforms

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Transactions

Stock-Based Compensation

The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted 21

Table of Contents stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

Recent Accounting Pronouncements

Please refer to footnote 2 to the condensed consolidated financial statements contained elsewhere in this Form 10-Q for a discussion of Recent Accounting Pronouncements.

Quarterly Information (Unaudited)

The following table sets forth unaudited and quarterly financial data for the most recent eight quarters:


	****	Sept. 30,			June 30,		****	Mar. 31,			Dec 31,		****	Sept. 30,		****	June 30,		****	Mar. 31,		****	Dec. 31,
		2022		****	2022		****	2022		****	2021		****	2021		****	2021		****	2021		****	2020
Revenue:
Platforms		$	2,019,967		$	1,886,845		$	1,786,224		$	1,604,829		$	1,509,874		$	1,429,160		$	1,344,183		$	1,220,535
Transactions			6,664,676			6,675,164			6,971,128			6,267,458			6,232,630			6,788,494			6,996,349			6,229,200
Total revenue			8,684,643			8,562,009			8,757,352			7,872,287			7,742,504			8,217,654			8,340,532			7,449,735

Cost of revenue:
Platforms			230,473			240,214			219,051			231,668			245,656			257,320			233,696			217,003
Transactions			5,104,922			5,038,653			5,299,804			4,802,959			4,836,473			5,218,118			5,404,196			4,841,150
Total cost of revenue			5,335,395			5,278,867			5,518,855			5,034,627			5,082,129			5,475,438			5,637,892			5,058,153

Gross profit:
Platforms			1,789,494			1,646,631			1,567,173			1,373,161			1,264,218			1,171,840			1,110,487			1,003,532
Transactions			1,559,754			1,636,511			1,671,324			1,464,499			1,396,157			1,570,376			1,592,153			1,388,050
Total gross profit			3,349,248			3,283,142			3,238,497			2,837,660			2,660,375			2,742,216			2,702,640			2,391,582

Operating expenses:
Sales and marketing			521,216			691,368			543,496			518,357			522,951			521,220			566,713			487,571
Technology and product dev.			875,290			1,049,430			971,959			868,236			821,460			732,371			664,195			624,747
General and administrative			1,519,424			1,663,671			1,629,371			1,616,135			1,497,223			1,354,244			1,233,603			1,118,750
Depreciation and amortization			5,812			5,507			4,988			4,260			2,896			2,694			2,066			3,039
Stock-based comp. expense			175,361			225,501			399,234			300,539			171,110			221,589			179,345			435,949
Foreign currency transaction loss (gain)			72,516			91,279			29,394			11,982			11,243			(890)			6,648			(17,469)
Total operating expenses			3,169,619			3,726,756			3,578,442			3,319,509			3,026,883			2,831,228			2,652,570			2,652,587
Other income (expenses and income taxes)			34,936			5,347			(585)			264			(5,494)			136			(322)			399
Net income (loss)			214,565			(438,267)			(340,530)			(481,585)			(372,002)			(88,876)			49,748			(260,606)

Basic income (loss) per common share:
Net income (loss) per share		$	0.01		$	(0.02)		$	(0.01)		$	(0.02)		$	(0.01)		$	—		$	—		$	(0.01)
Basic weighted average common shares outstanding			26,718,171			26,576,054			26,512,195			26,351,947			26,277,116			26,145,794			26,027,665			25,988,117

Diluted income (loss) per common share:
Net income (loss) per share		$	0.01		$	(0.02)		$	(0.01)		$	(0.02)		$	(0.01)		$	—		$	—		$	(0.01)
Diluted weighted average common shares outstanding			27,779,841			26,576,054			26,512,195			26,351,947			26,277,116			26,145,794			26,565,892			25,988,117

Table of Contents Comparison of the Three Months Ended September 30, 2022 and 2021

Results of Operations


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****

Revenue:
Platforms		$	2,019,967		$	1,509,874				33.8	%
Transactions			6,664,676			6,232,630				6.9	%
Total revenue			8,684,643			7,742,504				12.2	%

Cost of revenue:
Platforms			230,473			245,656				(6.2)	%
Transactions			5,104,922			4,836,473				5.6	%
Total cost of revenue			5,335,395			5,082,129				5.0	%

Gross profit:
Platforms			1,789,494			1,264,218				41.5	%
Transactions			1,559,754			1,396,157				11.7	%
Total gross profit			3,349,248			2,660,375				25.9	%

Operating expenses:
Sales and marketing			521,216			522,951				(0.3)	%
Technology and product development			875,290			821,460				6.6	%
General and administrative			1,519,424			1,497,223				1.5	%
Depreciation and amortization			5,812			2,896				100.7	%
Stock-based compensation expense			175,361			171,110				2.5	%
Foreign currency transaction loss			72,516			11,243				545.0	%
Total operating expenses			3,169,619			3,026,883				4.7	%

Income (loss) from operations			179,629			(366,508)				149.0	%

Other income			39,069			276				14,055.4	%

Income (loss) from operations before provision for income taxes			218,698			(366,232)				159.7	%
Provision for income taxes			(4,133)			(5,770)				28.4	%

Net income (loss)		$	214,565		$	(372,002)				157.7	%

All values are in US Dollars. 23

Table of Contents

Revenue


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****
Revenue:
Platforms		$	2,019,967		$	1,509,874				33.8	%
Transactions			6,664,676			6,232,630				6.9	%
Total revenue		$	8,684,643		$	7,742,504				12.2	%

All values are in US Dollars.

Total revenue increased $942,139, or 12.2%, for the three months ended September 30, 2022 compared to the prior year, due to the following:


Category	****	Impact			Key Drivers
Platforms		↑	$	510,093	Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions		↑	$	432,046	Increased primarily due to higher paid order volume.

Cost of Revenue


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****
Cost of Revenue:
Platforms		$	230,473		$	245,656				(6.2)	%
Transactions			5,104,922			4,836,473				5.6	%
Total cost of revenue		$	5,335,395		$	5,082,129				5.0	%

All values are in US Dollars.


		Three Months Ended					****
		September 30,
	****	2022	****	2021	****	% Change *	****
As a percentage of revenue:
Platforms		11.4	%	16.3	%	(4.9)	%
Transactions		76.6	%	77.6	%	(1.0)	%
Total		61.4	%	65.6	%	(4.2)	%
*	The difference between current and prior period cost of revenue as a percentage of revenue
---	---

Total cost of revenue as a percentage of revenue decreased 4.2%, from 65.6% for the previous year to 61.4%, for the three months ended September 30, 2022.


	****	Impact as percentage		****
Category		of revenue			Key Drivers
Platforms	****	↓	4.9	%	Decreased primarily due to lower software expense and lower personnel costs.
Transactions	****	↓	1.0	%	Decreased primarily due to proportionally lower personnel costs.

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Gross Profit


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****
Gross Profit:
Platforms		$	1,789,494		$	1,264,218				41.5	%
Transactions			1,559,754			1,396,157				11.7	%
Total gross profit		$	3,349,248		$	2,660,375				25.9	%

All values are in US Dollars.


		Three Months Ended					****
		September 30,
	****	2022	****	2021	****	% Change*	****
As a percentage of revenue:
Platforms		88.6	%	83.7	%	4.9	%
Transactions		23.4	%	22.4	%	1.0	%
Total		38.6	%	34.4	%	4.2	%
*	The difference between current and prior period gross profit as a percentage of revenue
---	---

Operating Expenses


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****
Operating Expenses:
Sales and marketing		$	521,216		$	522,951				(0.3)	%
Technology and product development			875,290			821,460				6.6	%
General and administrative			1,519,424			1,497,223				1.5	%
Depreciation and amortization			5,812			2,896				100.7	%
Stock-based compensation expense			175,361			171,110				2.5	%
Foreign currency transaction loss			72,516			11,243				545.0	%
Total operating expenses		$	3,169,619		$	3,026,883				4.7	%

All values are in US Dollars.


Category	****	Impact			Key Drivers
Sales and marketing	****	↓	$	(1,735)	Decreased primarily due to lower consulting expenses and marketing spend partially offset by greater personnel costs.
Technology and product development	****	↑	$	53,830	Increased due to greater software development personnel costs partially offset by lower consulting and recruiting expenses.
General and administrative	****	↑	$	22,201	Increased due to greater personnel costs partially offset by lower accounting and consulting expenses.

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Net Income (Loss)


		Three Months Ended September 30,									****
	****	2022		****	2021		****	Change	****	% Change	****
Net Income (Loss):
Net income (loss):		$	214,565		$	(372,002)				157.7	%

All values are in US Dollars.

Net income increased $586,567 or 157.7%, for the three months ended September 30, 2022 compared to the prior year, primarily due to increased gross profit, partially offset by increased operating expenses as described above.

Liquidity and Capital Resources


	Three Months Ended September 30,
	2022			2021
Consolidated Statements of Cash Flow Data:			****
Net cash provided by (used in) operating activities	$	108,879		$	(72,247)
Net cash used in investing activities		(301,131)			(3,643)
Net cash used in financing activities		(18,062)			(54,481)

Effect of exchange rate changes		(5,172)			(2,630)
Net decrease in cash and cash equivalents		(215,486)			(133,001)
Cash and cash equivalents, beginning of period		10,603,175			11,004,337
Cash and cash equivalents, end of period	$	10,387,689		$	10,871,336

Liquidity

As of September 30, 2022, we had cash and cash equivalents of $10,387,689, compared to $10,603,175 as of June 30, 2022, a decrease of $215,486. This decrease was primarily due to cash used in investing activities.

Operating Activities

Net cash provided by operating activities was $108,879 for the three months ended September 30, 2022 and resulted primarily from a decrease in prepaid royalties of $710,640, a net income of $214,565, a decrease of accounts receivable of $81,756 and a decrease of prepaid expenses and other current assets of $70,908, partially offset by a decrease in accounts payable and accrued expenses of $1,037,057.

Net cash used in operating activities was $72,247 for the three months ended September 30, 2021 and resulted primarily from a net loss of $372,002, a decrease in accounts payable and accrued expenses of $225,462 and a decrease in deferred revenue of $365,760, partially offset by a decrease in prepaid royalties of $639,765 and a decrease in prepaid expenses and other current assets of $62,439.

Investing Activities

Net cash used in investing activities was $301,131 for the three months ended September 30, 2022 and resulted primarily from the payment for non-refundable deposit for asset acquisition of $297,450.

Net cash used in investing activities was $3,643 for the three months ended September 30, 2021 and resulted from the purchase of property and equipment. 26

Table of Contents

Financing Activities

Net cash used in financing activities was $18,062 for the three months ended September 30, 2022 and resulted from the repurchase of common stock of $18,062.

Net cash used in financing activities was $54,481 for the three months ended September 30, 2021 and resulted from the repurchase of common stock of $54,481.

We entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 28, 2024, and is subject to certain financial and performance covenants with which we were in compliance as of September 30, 2022. Financial covenants include maintaining an adjusted quick ratio of unrestricted cash and net accounts receivable, divided by current liabilities plus debt less deferred revenue of at least 1.15 to 1.0. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.0%. The interest rate on the line of credit was 7.25% as of September 30, 2022. The line of credit was secured by our consolidated assets.

There were no outstanding borrowings under the line as of September 30, 2022 and June 30, 2022, respectively. As of September 30, 2022, there was approximately $2,140,000 of available credit.

Non-GAAP Measure – Adjusted EBITDA

In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income, income from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, other income (expense), foreign currency transaction loss, provision for income taxes, depreciation and amortization, stock-based compensation, income from discontinued operations and gain on sale of discontinued operations. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. 27

Table of Contents Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three months ended September 30, 2022 and 2021:


	****	Three Months Ended
	****	September 30,
		2022		****	2021		****	Change
Net income (loss)		$	214,565		$	(372,002)
Add (deduct):
Other (income) expense			(39,069)			(276)
Foreign currency transaction loss (gain)			72,516			11,243
Provision for income taxes			4,133			5,770
Depreciation and amortization			5,812			2,896
Stock-based compensation			175,361			171,110
Adjusted EBITDA		$	433,318		$	(181,259)

All values are in US Dollars.

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

●	Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
●	Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
---	---
●	Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and
---	---
●	Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.
---	---

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the 28

Table of Contents reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of September 30, 2022, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended September 30, 2022 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors.

The COVID-19 pandemic may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance.

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows. However, the COVID-19 pandemic’s continued impact on the economy and our customers may reduce the number of articles ordered by our transactional customers, or may reduce the number of platform subscriptions, either of which could have a material adverse impact on our business and financial performance. 29

Table of Contents The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements for the fiscal quarter ended September 30, 2022, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended September 30, 2022, we repurchased 9,659 shares of our common stock from employees at an average market price of approximately $1.87 per share for an aggregate amount of $18,062. As of September 30, 2022, $237,283 remains under the current authorization to repurchase our outstanding common stock from our employees.

The following table summarizes repurchases of our common stock on a monthly basis:


	****		****			****	Total Number of Shares	****	Approximate Dollar Value
		Total Number		Average			Purchased as Part of		of Shares that May Yet Be
		of Shares		Price Paid			Publicly Announced		Purchased Under the
Period		Purchased^1^		per Share			Plans or Programs		Plans or Programs
July 1-31, 2022		—			—		—		$	255,345
August 1-31, 2022		—			—		—		$	255,345
September 1-30, 2022		9,659		$	1.87		—		$	237,283
Total		9,659		$	1.87		—			—

^1^ Consists of shares of common stock purchased from an employee to satisfy tax obligations in connection with the vesting of stock incentive awards.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit<br>Number	Description
3.1.1	Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to the registrant’s Registration Statement on Form SB-2 filed on December 28, 2007.)
3.1.2	Articles of Merger Effective March 4, 2013. (Incorporated by reference to Exhibit 3.1 to the registrant’s Current Report on Form 8-K filed on March 6, 2013.)
3.2	Amended and Restated Bylaws. (Incorporated by reference to Exhibit 3.2 to the registrant’s Current Report on Form 8-K filed on October 17, 2012.)
10.1	Asset Purchase Agreement dated September 28, 2022, between Reprints Desk, Inc. and FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH.
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

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32.1	Section 1350 Certification of Chief Executive Officer *
32.2	Section 1350 Certification of Chief Financial Officer *
101.INS	INLINE XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File – The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

* Furnished herewith

Table of Contents SIGNATURES

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 thereunto duly authorized.

	RESEARCH SOLUTIONS, INC.
	By:	/s/ Roy W. Olivier
		Roy W. Olivier
Date: November 14, 2022		Chief Executive Officer and President (Principal Executive Officer)
	By:	/s/ William Nurthen
		William Nurthen
Date: November 14, 2022		Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 10.1

27 September 2022

	Asset Purchase Agreement

by and between

FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH

as Seller

and

Reprints Desk, Inc.

as Purchaser

RESTRICTED 1/22

69857544-1

Table of Contents Preamble‌3****I.****Definitions and Interpretation‌41.Definitions and Interpretation‌4II.****Sale and Purchase and Assignment of the Sold Contracts‌42.Sale and Purchase of Sold Contracts‌43.Assignment of Sold Contracts‌4III.****Purchase Price‌64.Purchase price‌65.Payments‌9IV.****Seller’s Representations, Warranties and Protection of Goodwill‌106.Representations and Warranties of Seller‌107.Remedies of the Purchaser‌118.Protection of Goodwill‌13V.****Limitations of Liability‌149.Limitations of Liability of Seller‌14VI.****Other Provisions‌1510.Costs and Expenses‌1511.General Provisions‌1512.Notices‌16

2/22 69857544-1

Asset Purchase Agreement

between

(1)	FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH, having its registered seat in Eggenstein-Leopoldshafen, registered in the commercial register of the local court of Mannheim under no. HRB 101892, with registered business address at Hermann-von-Helmoltz-Platz 1, 76344 Eggenstein-Leopoldshafen, Germany, as seller

(the “Seller”);

and

(2)	Reprints Desk, Inc., a corporation incorporated under the laws of the State of Delaware USA, with business address at 10624 S. Eastern Ave., Ste. A-614, Henderson, NV USA 89052, as purchaser

(the “Purchaser”, together with the Seller, the “Parties”).

Preamble

(A)Seller is an independent important infrastructure institute and member of the non-universitarian Leibniz Association. Its public mandate is to provide science and research worldwide with scientific information. Seller significantly contributes with its activities to support information infrastructure, inter alia, by making accessible large volumes of patent and research information from various sources and providing AI-based analysis of the data. Furthermore, Seller practises own research and develops and operates innovative information services as well as e-research solutions.

(B)Seller provides document procurement and delivery services, in particular regarding journal articles, patent documents, reports, conference papers, proceedings or other publications, to various customer under its “AutoDoc”- platform and has, for these purposes, entered into various contracts with its customers.

(C)Purchaser is an independent corporation that provides solutions that simplify, and streamline the process research-driven organizations require to obtain, manage and create intellectual property.

(D)Seller intends to sell, transfer and assign to Purchaser, and Purchaser desires to purchase, acquire and assume from Seller the aforementioned contracts pertaining to the “AutoDoc” platform subject to the terms and conditions set forth herein.

Therefore, the Parties agree as follows (the “Agreement“, and the transactions contemplated by this Agreement the “Transaction”):

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I.	Definitions and Interpretation
1.	Definitions and Interpretation
---	---

Certain defined terms and interpretative matters which form an integral part of this Agreement are set out in Exhibit 1.

II.	Sale and Purchase and Assignment of the Sold Contracts
2.	Sale and Purchase of Sold Contracts
---	---

Upon the terms and subject to the conditions of this Agreement and with economic effect as of the Effective Date, Seller hereby sells (verkauft) and Purchaser hereby purchases (kauft) all rights, claims, obligations and liabilities under the Sold Contracts subject to Section 3. This sale and purchase does not include individual document or other transaction made and delivered under the Sold Contracts and the rights and claims resulting therefrom (“Document Purchases”) before the Effective Date. For the avoidance of doubt, Seller does not sell and Purchaser does not purchase any assets or rights other than the Sold Contracts, in particular any assets or rights related to FIZ Autodoc contracts under which no orders or deliveries have been made since 1 January 2020.

3.	Assignment of Sold Contracts
3.1	Assignment
---	---
3.1.1	Upon the terms and subject to the conditions of this Agreement, Seller shall assign and transfer with effect as of 31 December 2022, 24:00 hours (the “Effective Date”) to Purchaser, and Purchaser shall assume by way of an assumption of contract with full discharge of Seller (im Wege der Vertragsübernahme mit befreiender Wirkung), all rights, claims, obligations and liabilities resulting from the contracts set forth in Exhibit 3.1.1 (the “Sold Contracts”), except for rights, claims, obligations and liabilities resulting from (i) Sold Contracts for which the consent of the contract partner pursuant to Section 3.3 has not been obtained prior to the Effective Date and (ii) Document Purchases made prior to the Effective Date.
---	---
3.1.2	Any claims, receivables, obligations and liabilities resulting from Document Purchases accepted by Seller until the Effective Date shall be allocated to Seller irrespective of the time of performance of the service. Any claims, receivables, obligations and liabilities resulting from Document Purchases made to and accepted by Purchaser after the Effective Date shall be allocated to Purchaser. For a period of two (2) years from the Effective Date, Seller shall not accept Document Purchases from contract partners of the Sold Contracts and shall refer such
---	---

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contract partners of the Sold Contracts exclusively to Purchaser for Document Purchases after the Effective Date.

3.1.3	For the avoidance of doubt, Seller does not assign or transfer any assets other than the Sold Contracts.
3.2	Payments Received and Payments Made
---	---
3.2.1	Payments under Sold Contracts which have been made by third parties to either Purchaser or Seller (“Receiving Party”) with respect to claims or receivables that are allocated to the respective other Party pursuant to this Agreement, shall be Notified by the Receiving Party to the other Party within ten (10) Business Days after the end of the calendar month in which such payments have been received by the Receiving Party. All such payments received by the Receiving Party within a calendar month shall be forwarded to the respective other Party within twenty (20) Business Days following the end of the respective calendar month. If such payments include VAT, the Receiving Party shall forward the net amount of such payments (i.e. exclusive of VAT) to the other Party only if the VAT on such payments are owed by the Receiving Party to the Taxing Authorities.
---	---
3.2.2	Payments under Sold Contracts which have been made by either Purchaser or Seller (“Paying Party”) on liabilities allocated to the other Party pursuant to this Agreement, shall be notified by the Paying Party to the other Party within ten (10) Business Days after the end of the calendar month in which the payment has been made by the Paying Party. All such payments made by the Paying Party within a calendar quarter shall be reimbursed by the respective other Party within twenty (20) Business Days following the end of the respective calendar month. If such payments include VAT, the other Party shall reimburse to the Paying Party the net amount of such payments (exclusive of VAT), if and to the extent the Paying Party can claim input VAT with respect to the included VAT amount.
---	---
3.3	Consent of Contract Partners
---	---
3.3.1	Unless otherwise agreed between the Parties and notwithstanding a termination pursuant to Section 3.3.3, from the date of the receipt of the Base Amount by Seller pursuant to Section 4.1 until the 31 January 2023, Seller and Purchaser shall use commercially reasonable efforts (i) to obtain the consents of the contract partner of any Sold Contract that are required for an assumption of the Sold Contracts by Purchaser with effect from the Effective Date, or (ii) to induce the contract partner to renew the contract with the Purchaser with or without changes, or to enter into a new contract with Purchaser on terms substantially similar to the terms of the relevant Sold Contract. For the avoidance of doubt, Seller shall not assign the Sold Contracts to any other third party or to induce contract partners of Sold Contracts not to consent to the assignment to Purchaser.
---	---

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3.3.2	In order to transfer the Sold Contracts from Seller to Purchaser, Seller and Purchaser shall request from the relevant contract partners approval of the intended transfer of the Sold Contracts (including personal information) by way of a consent letter substantially as set forth in Exhibit 3.3.2 or to take other measures that are required by applicable laws to transfer the Sold Contracts to Purchaser, e.g. by offering a novation agreement to the respective contract partner. Purchaser shall only contact contract partners of Sold Contracts upon such contract partner having approved the transfer of its contact data to Purchaser. Seller and Purchaser shall notify each other without undue delay once either of them has received a consent of a contract partner.
3.3.3	Seller shall be entitled to terminate any Sold Contract subject to the condition precedent that the relevant contract partner does not consent, prior to the Effective Date, to the transfer of the relevant Sold Contract from Seller to Purchaser.
---	---
3.3.4	For the avoidance of doubt, nothing in this Section 3.3 shall require Seller or Purchaser to make any payment (except to the extent advanced, assumed or agreed in advance to be reimbursed by Purchaser), incur any obligation or grant any concession in order to effect any transaction contemplated by this Section 3.
---	---
III.	Purchase Price
---	---
4.	Purchase price
---	---
4.1	Base Amount
---	---
4.1.1	Purchaser shall pay to Seller a base purchase price for the Sold Contracts (the “Base Amount”) in the amount of
---	---

EUR 300,000 (in words: three hundred thousand Euro) net.

4.1.2	The Base Amount shall be due five (5) Business Days after the conclusion of this Agreement.
4.1.3	Seller shall be entitled to withdraw (zurücktreten) from this Agreement if it has not received the Base Amount within the time period set forth in Section 4.1.2.
---	---
4.2	Base Amount Plus
---	---
4.2.1	Purchaser shall pay to Seller an additional purchase price of up to EUR 250,000 (in words: two hundred fifty thousand Euro) (the “Base Amount Plus”) for Sold Contracts which are effectively transferred to Purchaser (“Transferred Contracts”). A Sold Contract shall be considered a Transferred Contract, if (i) the relevant contract partner has consented to the transfer of the contract pursuant to Section 3.3.2, the relevant contract partner has renewed the contract with the Purchaser with or without changes, or the relevant contract partner has entered into a new contract with Purchaser on terms substantially similar to the terms of the relevant Sold Contract, in each
---	---

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case on or before 31 January 2023, and (ii) the contract partner has filed at least one Document Purchase with the Purchaser under the relevant contract on or before 30 June 2023.

4.2.2	The Base Amount Plus shall be calculated based on the proportion of the trailing twelve months’ revenues of the Transferred Contracts compared to the trailing twelve months’ revenues of all Sold Contracts. “TTMR” shall mean the total net service fees earned by Seller from document requests made under a Sold Contract in the time period beginning on 1 August 2021, 0:00 hours and ending on 31 July 2022, 24:00 hours as set out for each of the Sold Contracts in Exhibit 3.1.1.
4.2.3	The Base Amount Plus shall be (i) the total TTMR of the Transferred Contracts divided by the total TTMR of all Sold Contracts, (ii) multiplied by EUR 550,000, (iii) minus the Base Amount, provided that the Base Amount Plus shall not be a negative amount:
---	---

4.2.2

The Base Amount Plus shall be calculated based on the proportion of the trailing twelve months’ revenues of the Transferred Contracts compared to the trailing twelve months’ revenues of all Sold Contracts. “TTMR” shall mean the total net service fees earned by Seller from document requests made under a Sold Contract in the time period beginning on 1 August 2021, 0:00 hours and ending on 31 July 2022, 24:00 hours as set out for each of the Sold Contracts in Exhibit 3.1.1.

4.2.3

The Base Amount Plus shall be (i) the total TTMR of the Transferred Contracts divided by the total TTMR of all Sold Contracts, (ii) multiplied by EUR 550,000, (iii) minus the Base Amount, provided that the Base Amount Plus shall not be a negative amount:

---

Examples:

Proportion of Transferred Revenues<br>	Base Amount Plus
●<br><br>100 %	250,000 Euro
●<br><br>90 %	195,000 Euro
●<br><br>81,41 %	147,755 Euro
●<br><br>75 %	112,500 Euro
●<br><br>50 %		0,00 Euro
●<br><br>25 %	0,00 Euro

4.2.4	Purchaser shall provide Seller with a list of the Transferred Contracts as of 30 June 2023 not later than 31 July 2023 for Seller’s review. The Base Amount Plus shall be due on 30 September 2023. In case of a dispute in relation to the list of the Transferred Contracts, the Parties shall seek to settle any such dispute amicably prior to 30 September 2023. In case the Parties cannot settle any such dispute, Section 4.3.2 shall apply mutatis mutandis.
4.3	Bonus Amount
---	---
4.3.1	For a period of three (3) years following the Effective Date, Purchaser shall provide Seller on a quarterly basis, at the latest on the last day of the month following the last day of the respective quarter, with the number of all orders Purchaser has received from customers under the Transferred Contracts and the transactions resulting from these contracts, including the type of delivery (“direct download”, “standard” or “rush”) (the “Bonus Information”).
---	---
4.3.2	If Seller has reason to believe that the Bonus Information provided by Purchaser pursuant to Section 4.3.1 is incorrect, Seller may request that the Bonus Information is reviewed by one of
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the “big 4” accounting firms to be instructed as neutral expert by Seller (the “Neutral Expert”). Seller and Purchaser shall jointly instruct the Neutral Expert to determine the Bonus Information in accordance with the provisions of this Agreement by way of a written expert’s opinion (Schiedsgutachten) which shall be final and binding on the Parties. The Neutral Expert shall act as an expert (Schiedsgutachter), not as an arbitrator. The Parties shall provide the Neutral Expert with all documents and information it reasonably requires for the preparation of its decision. The costs and expenses of the Neutral Expert shall be allocated between Seller and Purchaser in the decision of the Neutral Expert by applying the principles of Sections 91 et seq. of the German Code of Civil Procedure (Zivilprozessordnung).

4.3.3	In addition to the Base Amount and the Base Amount Plus, Purchaser shall pay to Seller, for the period set forth in Section 4.3.1 above, a bonus based on the service fee revenues of Purchaser, as more fully described in Section 4.3.4 below, resulting from the Transferred Contracts (the “Bonus Amount”; the Bonus Amount together with the Base Amount and the Base Amount Plus, the “Purchase Price”).
4.3.4	The Bonus Amount shall be the amount of the accumulated and collected net service fees for Document Purchases which Seller would have charged to the contract partners of the Transferred Contracts had such Contracts not been transferred to Purchaser and had Seller continued to provide the services to the contract partners. The net service fees shall not include supplier fees, copyright fees, and any other fees that normally would not have been retained by Seller, and are set out in detail in Exhibit 4.3.4-A. For the avoidance of doubt, the Bonus Amount (i) shall not include service fee payments with which contract partners of the Transferred Contracts are in default and (ii) shall be independent of the amount of service fees or other fees which are actually charged by Purchaser. In addition, Seller acknowledges that some of the Transferred Contracts may come from contract partners that are already existing customers of Purchaser. In Exhibit 4.3.4-B, Purchaser has provided a list of these customers and Purchasers’ trailing twelve month’s of services fees from those customers for the period ending 31 July, 2022 (the “Existing Customers”). Seller acknowledges that for Existing Customers, the Bonus Amount shall only be payable based upon accumulated and collected net services fees over and above the trailing twelve month’s net services fees from each Existing Customer.
---	---
4.3.5	The Bonus Amount shall be paid by Purchaser in portions on a quarterly basis. Each portion of the Bonus Amount shall be due twenty-five (25) Business Days after the last day of the respective quarter.
---	---
4.4	VAT, Withholding Tax, Transfer Taxes ****
---	---
4.4.1	The Purchase Price (including, for the avoidance of doubt the Bonus Amount) is meant to be a net amount that does not include any VAT. To the extent that the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement is subject to VAT in any jurisdiction, such VAT shall be paid by Purchaser in addition to the Purchase Price if and to the extent such VAT is owed by Seller to the Taxing Authorities; the VAT shall also be paid in
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the relevant jurisdiction if the Purchase Price (without VAT) is paid to Seller on global level. If such VAT is owed by Purchaser under applicable laws, Purchaser shall duly and timely remit the VAT to the competent Taxing Authority.

4.4.2	Within twenty (20) Business Days after the Effective Date, Seller shall issue an invoice to the Purchaser in accordance with the applicable VAT laws. Purchaser shall pay the VAT amount (if any) within three (3) Business Days after receipt of such invoice to Seller (or directly to the competent Taxing Authority in case of a reverse-charge procedure). If the VAT actually payable as a consequence of the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement turns out to be higher or lower than the amount shown on the relevant invoice (including if no VAT has been invoiced at all), the Parties shall fully cooperate with each other to reflect a proper VAT treatment. In particular, the Parties shall make appropriate declarations and filings with the competent Taxing Authorities, amend any invoices (to the extent required by the applicable laws) and make any required payment with respect to VAT (including interest and/or penalties assessed thereon) to each other and the competent Taxing Authority, respectively, in each case without undue delay (unverzüglich). Any interest due on the VAT owed to the competent Taxing Authority by Seller shall be borne by the Purchaser.
4.4.3	Purchaser shall Notify Seller without undue delay if any of Seller’s claims against customers under the Sold Contracts acquired by Purchaser under this Agreement becomes uncollectable (zahlungsgestört) and provide any information necessary for Seller to conduct the VAT correction according to applicable VAT law (e.g. pursuant to Section 17 German VAT Act (Umsatzsteuergesetz)). For purposes of this Agreement a claim under the Sold Contracts shall be deemed uncollectable if the relevant customer has not settled it within 90 days after the claim has become due.
---	---
4.4.4	If withholdings of whatever nature are due on payments to be made by Purchaser on any of the transactions contemplated by this Agreement, Purchaser shall make the necessary gross up payments to leave Seller after the deduction of the relevant withholding tax with an amount equal to the payment which would have been due if no withholding Tax deduction had been required.
---	---
4.4.5	Any Transfer Tax incurred out of or in connection with the execution or consummation of this Agreement or any of the transactions contemplated by this Agreement shall be borne by Purchaser.
---	---
4.4.6	Claims under this Section 4.4 shall become time-barred upon expiration of six (6) months after the applicable statutory limitation of the relevant Tax.
---	---

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5.	Payments ****
5.1	Seller Account; Purchaser Account ; Currency
---	---
5.1.1	Any payments to Seller under or in connection with this Agreement shall be made by Purchaser by wire transfer in immediately available funds free of any bank and other charges to the following bank account or other bank accounts as Notified to Purchaser by Seller (the “Seller Account”):
---	---
Account Holder:	FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH
---	---
Bank:	Baden-Württembergische Bank/LBBW, Stuttgart, Germany
BIC:	SOLADEST
IBAN:	DE54 6005 0101 7495 5020 06

5.1.2	Any payments to Purchaser under or in connection with this Agreement shall be made by Seller by wire transfer in immediately available funds free of any bank and other charges to a bank account Notified by Purchaser to Seller at the latest ten (10) Business Days prior to the relevant due date (such Notified account, the “Purchaser Account”).
5.1.3	All payments to be made under this Agreement shall be payable in Euro.
---	---
5.2	No Set-off and Right of Retention
---	---

Purchaser shall not be entitled to exercise any right to set-off, retention or other right to refuse performance (Aufrechnung, Zurückbehaltung oder sonstige Leistungsverweigerungsrechte) with respect to Purchaser’s obligations to pay the Purchase Price, except in case the respective claim of Purchaser was acknowledged (anerkannt) in writing by Seller or has been awarded to Purchaser in a legally binding (rechtskräftig) decision in principal proceedings (im Hauptsacheverfahren).

5.3	Default

Any failure by Purchaser to make any payment pursuant to Section 4 when it is due shall result in Purchaser’s immediate default, without any reminder by Seller being required. The amount of any payment which is overdue shall be subject to late payment interest in the amount of five (5)% p.a. Further claims and remedies of Seller in connection with such failure, in particular the right to withdraw from this Agreement pursuant to Section 4.1.3, shall remain unaffected.

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IV.	Seller’s Representations, Warranties and Protection of Goodwill
6.	Representations and Warranties of Seller
---	---
6.1	General Rules
---	---
6.1.1	Seller represents and warrants to Purchaser by way of an independent promise of guarantee (selbständiges Garantieversprechen) pursuant to Section 311 BGB, and with the remedies pursuant to Section 7 below which form an integral part and define the scope of this promise of guarantee that the statements contained in Section 6.2 are true and correct as of the date of this Agreement (“Warranties”).
---	---
6.1.2	Each of the Warranties shall be construed independently and, except where this Agreement provides otherwise, shall not be limited by another Warranty or any other provision in this Agreement.
---	---
6.1.3	The Warranties shall not be considered as constituting guarantees as to the quality or durability (Beschaffenheitsvereinbarung) pursuant to Sections 443 and 444 BGB.
---	---
6.2	Individual Warranties
---	---
6.2.1	Except as disclosed in Exhibit 6.2.1-A, the terms and conditions of the Sold Contracts listed in Exhibit 3.1.1 marked as “Premium Contracts” do not substantially or materially deviate from the two example agreements for “Premium Contracts” attached as Exhibit 6.2.1-B, provided, that a deviation shall in particular not be considered substantial if a termination period included in a Sold Contract marked as “Premium Contract” does not deviate from the termination periods mentioned in Exhibit 6.2.1-A for such Sold Contract. Except as disclosed in Exhibit 6.2.1-A, the standard terms and conditions (Allgemeine Geschäftsbedingungen) applicable to the Sold Contracts listed in Exhibit 3.1.1 marked as “T&C Contracts” do not substantially deviate from the standard terms and conditions (Allgemeine Geschäftsbedingungen) attached as Exhibit 6.2.1-C, provided, that a deviation shall in particular not be considered substantial if (i) a termination period included in a Sold Contract marked as “T&C Contracts” deviates from the termination period included in the standard terms and conditions by not more than six (6) months, or (ii) a deviation included in a Sold Contract marked as “T&C Contracts” does not adversely impact the turnover that can be generated with such Sold Contract by more than 20% compared to a Sold Contract subject to the standard terms and conditions attached as Exhibit 6.2.1-C.
---	---
6.2.2	The Terms and Conditions of the Sold Contracts do not restrict Seller in its ability to set copyright fee pricing for Document Purchases. Notwithstanding the foregoing, Seller makes no representation or warranty as to whether the laws of a particular country may impose restrictions on copyright pricing.
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6.2.2	Within the last three (3) years prior to the Effective Date, neither the contract partners of Sold Contracts nor consumer protection agencies have claimed in writing vis-à-vis the Sellers that the terms and conditions attached as Exhibit 6.2.1-C violate Sections 305 et seq. BGB on general terms and conditions.
6.2.3	Within three (3) years prior to the Effective Date, no litigation has been pending in relation to the Sold Contracts, and, to Seller’s best knowledge, no such litigation has been threatened against the Seller in writing.
---	---
6.2.4	To Seller’s best knowledge, no German public licences or permits were required to perform the obligations of the Seller under the Sold Contracts prior to the Effective Date.
---	---
7.	Remedies of the Purchaser
---	---
7.1	Scope of Remedies
---	---

If a Warranty is not correct or in the event of a breach of any covenant or other obligation of Seller under or in connection with this Agreement, Seller shall put Purchaser into the position Purchaser would have been in if the relevant Warranty had been correct or the covenant or other obligation had not been breached (restitution in kind; Naturalrestitution). Should restitution in kind not be possible due to the nature of the breach or should it not have been effected within sixty (60) days after Seller having been Notified by Purchaser about the incorrectness of the relevant Warranty or the breach of the covenant or other obligation, Purchaser shall be entitled to request that the necessary sum is paid to Purchaser to compensate Purchaser for the Losses suffered by it as a result of the incorrectness of the Warranty or as a result of such breach of a covenant or obligation.

7.2	Purchaser Claim Procedure
7.2.1	If Purchaser becomes aware of any facts or circumstances which result or may result in a claim of Purchaser pursuant to this Agreement (each such claim, a “Purchaser Claim”), Purchaser shall give Seller Notice thereof promptly after the discovery of the relevant facts or circumstances, but in no event later than thirty (30) Business Days thereafter, stating in such Notice in reasonable detail the nature of the relevant claim, and its factual and legal basis.
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7.2.2	Purchaser shall, and shall cause its applicable Affiliates to, give such information and assistance, including access to the premises and the representatives of Purchaser and its Affiliates and the right to examine and copy or photograph any assets, accounts, books, records and other documents, as Seller, Seller’s Affiliates or their respective representatives, as applicable, may request in order to assess the relevant facts or circumstances alleged to give rise to the relevant Purchaser Claim. Seller shall reimburse Purchaser for expenses reasonably incurred by Purchaser for such assistance.
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7.2.3	Third Party Claim Procedure

If a Third Party, including any public authority, asserts or threatens to assert any claim against Purchaser or if Purchaser becomes subject to any audit or investigation by any Authority which can reasonably be expected to give rise to a Purchaser Claim (each a “Third Party Claim”), the following shall apply:

a)	Purchaser shall give Seller Notice of such Third Party Claim promptly after becoming aware that the relevant claim has been asserted or threatened to be asserted or that the relevant audit or investigation has been initiated, but in no event later than thirty (30) Business Days thereafter. The provisions of Section 7.2.2 shall apply mutatis mutandis.
b)	Seller shall be given reasonable opportunity to discuss with Purchaser any measures which Seller proposes to take in connection with the Third Party Claim and its defence. Provided Seller is fully taking up the defence of such claim at its own cost, no admission of liability with respect to a Third Party Claim shall be made by Purchaser, and the Third Party Claim shall not be settled, without the prior consent of Seller. Any settlement of a claim by Seller that serves to restrict Purchaser’s business activities, causes Purchaser to admit liability, or causes Purchaser to pay any monetary amounts shall require the consent of Purchaser.
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c)	Seller may, at its expense, take over the defence against the Third Party Claim and defend or settle such Third Party Claim, in the name of and on behalf of Purchaser. Any settlement of a claim by Seller that serves to restrict Purchaser’s business activities, causes Purchaser to admit liability, or causes Purchaser to pay any monetary amounts shall require the consent of Purchaser.
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7.3	Exclusion of Remedies
---	---

Seller shall not be liable, and Purchaser shall not be entitled to bring any claim under or in connection with this Agreement to the extent that

a)	the amount of the claim has been recovered from a Third Party;
b)	Purchaser, an Affiliate of Purchaser or any of their respective representatives has caused pursuant to Section 254 para. 1 BGB the facts giving rise to such claim;
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c)	Purchaser, an Affiliate of Purchaser or any of their respective representatives has failed to mitigate damages pursuant to Section 254 para. 2 BGB;
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d)	the claim results from or is increased by the passing of, or any change in, any Law or administrative practice of any Authority, including any increase in the rates of any Taxes or any imposition of any Taxes or any withdrawal or relief from any Taxes not actually in effect on the date hereof, provided, however, that Seller acknowledges it remains responsible for its business activities and any Taxes associated with its business prior to the Effective Date;
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e)	the claim results from a measure caused by negligence or wilful misconduct or breach of contract by Purchaser, any of its Affiliates or any of their respective representatives;
f)	Purchaser or any Affiliate of Purchaser has not duly and timely complied with its obligations pursuant to Sections 7.2.1 to 7.2.3, and Seller can prove that it has been prejudiced thereby.
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8.	Protection of Goodwill
---	---
8.1	Agreement Not to Compete
---	---
8.1.1	For a period of two (2) years from the Effective Date and subject to Section 8.1.2, Seller hereby undertakes that Seller will not, and Seller shall ensure that its Affiliates will not,
---	---
a)	directly or indirectly carry on, operate or be engaged or (except as the holder of shares in a listed company which confer not more than five per cent of the votes which can generally be cast at a general meeting of the company) interested in a business which competes with services as provided under the Sold Contracts;
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b)	actively refer any of Seller’s customers to document delivery services comparable to “AutoDoc” which are provided by a competitor of Purchaser.
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8.1.2	On its website(s) and in its products, Seller sets certain hyperlinks to publishers and “Open Access” platforms. The Parties agree that this shall not constitute a violation of Section 8.1.1 nor of Section 3.1.2, neither currently nor in the future. For the avoidance of doubt, the website will not have any hyperlinks to any document suppliers previously used by Seller.
---	---
8.2	Information and Link
---	---

Seller undertakes for a time period of one (1) year from the Effective Date (i) to inform its customers on the AutoDoc page of Seller’s website (https://autodoc.fiz-karlsruhe.de) about the fact that Purchaser has taken over the AutoDoc services as of the Effective Date and that Seller no longer offers AutoDoc services; and (ii) to set and to maintain a hyperlink on the AutoDoc page of Seller’s website which refers to Purchaser’s website as Notified by Purchaser to Seller from time to time.

V.	Limitations of Liability
9.	Limitations of Liability of Seller
---	---

This Section 9 shall apply to any and all claims against Seller under or in connection with this Agreement, unless expressly otherwise stated in this Section 9.

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9.1	Exclusion of Liability; Overall Cap
9.1.1	Seller’s aggregate total liability for any and all claims under this Agreement, except for claims pursuant to Section 3.2.1, shall be limited to an amount of EUR 150,000 (in words: One hundred fifty thousand Euro).
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9.1.2	Seller shall not be liable for any indirect damages (mittelbare Schäden), consequential damages (Folgeschäden) or lost profits (entgangene Gewinne).
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9.2	Time Limitations
---	---
9.2.1	All claims of Purchaser arising under or in connection with this Agreement shall become time-barred (verjähren) fifteen (15) months after the Effective Date, except for:
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a)	claims pursuant to Section 4.4 (VAT, Withholding Tax, Transfer Taxes) which shall become time-barred (verjähren) pursuant to Section 4.4.6;
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b)	claims of Purchaser resulting from wilful behaviour (Vorsatz) or fraud (Arglist) of Seller which shall become time-barred (verjähren) within the statutory limitation periods.
---	---
9.2.2	Section 203 sentence 1 BGB shall not apply.
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9.3	No additional Rights or Remedies
---	---

The Parties agree that the rights and remedies which Purchaser or any of its Affiliates may have against Seller under or in connection with this Agreement or the Transaction shall be solely governed by this Agreement, and the rights and remedies expressly provided for by this Agreement shall be the exclusive remedies available to Purchaser and its Affiliates. All other rights or remedies of any legal nature which Purchaser may otherwise have against Seller in connection with this Agreement or the Transaction shall be excluded. In particular, Purchaser shall not have, and hereby waives, any claims relating to defects in quality (Sachmängel) or title (Rechtsmängel) of the purchased objects and other representations and warranties provided by law (Sections 434 et seq. BGB), breaches of contractual and pre-contractual obligations provided by law (Section 280 through Section 282 BGB, Section 311 BGB, Section 241 para. 2 BGB), frustration of contract (Section 313 BGB), and any rights to rescind (zurücktreten), cancel (kündigen), avoid (anfechten) or otherwise terminate this Agreement or exercise any right or remedy which would have a similar effect. Furthermore, the applicability of Section 433 through Section 453 BGB (except for Section 433 paras. 1 and 2 BGB) and Section 377 HGB, including any and all statutory claims thereunder, shall be excluded. For the avoidance of doubt, the right of Purchaser to demand (and enforce) Seller’s compliance with Section 8 (Protection of Goodwill) and the right of Purchaser to rely on statutory remedies and make claims for damages for breaches of Section 8 shall remain unaffected.

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9.4	Wilful Behaviour and Fraud

The limitations of liability in this Agreement, including the limitations set forth in this Section 9, shall not apply to claims of Purchaser against Seller resulting from intentional or wilful misconduct (Vorsatz) or fraud (Arglist) of Seller, provided, however, that Seller shall not be liable for wilful misconduct (Vorsatz) or fraud (Arglist) of any auxiliary persons (Erfüllungsgehilfen) within the meaning of Section 278 BGB.

VI.	Other Provisions
10.	Costs and Expenses
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10.1	Subject to Section 10.2, any and all costs and expenses in connection with the execution and consummation of this Agreement and the Transaction shall be borne by Purchaser.
---	---
10.2	Each Party shall bear the costs and fees of its own advisors.
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11.	General Provisions
---	---
11.1	No Assignment
---	---
11.1.1	This Agreement and any rights and obligations hereunder may not be assigned or otherwise transferred, in whole or in part, without the prior approval of the applicable other Party hereto (to be granted by way of Notice).
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11.1.2	Unless expressly provided herein, this Agreement shall not grant any rights to any person or entity other than the Parties.
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11.2	No amendment, supplement, modification or waiver of this Agreement or parts thereof (including this Section 11.2) shall be binding unless executed in writing by the Parties.
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11.3	This Agreement (including its Exhibits) constitutes the full understanding of the Parties and the complete and exclusive statements of the terms and conditions of the Parties’ agreements relating to the subject matter hereof and supersedes any and all prior agreements and understandings, whether written or oral, that may exist between the Parties with respect to the subject matter of this Agreement or parts thereof. Side agreements to this Agreement do not exist. All Schedules to this Agreement are integral part of the Agreement.
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11.4	This Agreement shall be governed by, and construed in accordance with, the laws of Germany, excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).
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11.5	All disputes arising in connection with this Agreement or its validity shall be finally settled in accordance with the Arbitration Rules of the German Institution of Arbitration (DIS) without
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recourse to the ordinary courts of law. The place of arbitration shall be Karlsruhe, Germany. The arbitral tribunal shall consist of three arbitrators. The language of the arbitral proceedings shall be English. Documents originally existing in the German language may be submitted in the German language. The Parties shall be entitled to file for interim measures (vorläufigen Rechtsschutz) with the ordinary courts of law if the final settlement is made by the competent arbitral court. Each Party shall procure that none of its Affiliates initiates any dispute proceedings in relation to the Transaction outside of arbitration between the Parties in accordance with this Section 11.5. Each Party hereby irrevocably agrees that all documents relating to proceedings pursuant to this Section 11.5 may be submitted between the Parties and the arbitral body in electronic form to the extent permissible under the applicable arbitration rules.

11.6

Should any provision of this Agreement be or become invalid, ineffective or unenforceable as a whole or in part, the validity, effectiveness and enforceability of the remaining provisions shall not be affected thereby. Any such invalid, ineffective or unenforceable provision shall be deemed replaced by such valid, effective and enforceable provision as comes closest to the economic intent and the purpose of such invalid, ineffective or unenforceable provision as regards subject-matter, amount, time, place and extent. The aforesaid shall apply mutatis mutandis to any gap in this Agreement.

12.

Notices

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All notices, requests and other communications hereunder (including, for the avoidance of doubt, the making of any claims under or in connection with this Agreement) shall be made in writing in the English language and delivered by hand, by courier, by fax or submission of a scan of a signed message by e-mail to the respective Party at the address set forth below, or such other address as may be designated by the respective Party to the other Party in the same manner with such change becoming effective only after receipt of a Notification of such change:

a)	To Seller:

FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH

Michael O. Müller

Head Legal

Administration

Hermann-von-Helmholtz-Platz 1

76344 Eggenstein-Leopoldshafen

Germany

Phone: +49 7247 808-182

E-Mail: Michael-Olivier.Mueller@fiz-Karlsruhe.de

b)	To Purchaser:

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Reprints Desk, Inc.

Attn: CFO, William Nurthen

10624 S. Eastern Ave., Ste. A-614

Henderson, NV USA 89052

Phone: +1 310.477.0354 E-Mail: bnurthen@reprintsdesk.com with cc to legal@reprintsdesk.com

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Signatures

Date: _____________________

FIZ Karlsruhe – Leibniz-Institut für Informationsinfrastruktur GmbH:
	__________________________		__________________________
Name:	Sabine Brünger-Weilandt	Name:	ppa. Andreas Schwartz
Position:	President and CEO	Position:	Vice President Administration

<br><br>Date: _____________________<br><br>Reprints Desk, Inc.:
	__________________________
Name:	William Nurthen
Position:	Chief Financial Officer

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Exhibit 1 (Definitions and Interpretation)

1.	Definitions
1.1	Defined Terms
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For purposes of this Agreement, the following terms shall have the meanings set out or specified in the Sections indicated below:

Affiliate	means, with regard to any person or entity, any person or entity that, at the relevant point in time, controls, is controlled by, or is under common control with, such person or entity. As used in this definition, “control” (including the terms “controlling”, “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management and policies of a person or entity, whether through (i) ownership of voting securities or other interests, (ii) the ability to appoint a majority of the board of directors or other management body, or (iii) contract or otherwise.
Agreement	as defined in the Preamble
Authority	means in any jurisdiction any legislative, executive or judicial unit of any governmental entity (supranational, federal, state or local) or any department, commission, agency, bureau, subdivision, branch, office, council, official, court or other regulatory, administrative or judicial authority thereof as well as any governmental or non-governmental self-regulatory organization, agency or authority.
Base Amount	as defined in Section 4.1.1
Base Amount Plus	as defined in Section 4.2.1
Bonus Amount	as defined in Section 4.3.1
Bonus Information	as defined in Section 4.3.1
Business Day	means a day that is not a Saturday, a Sunday or a statutory public holiday in Karlsruhe, Germany.
BGB	means the German Civil Code (Bürgerliches Gesetzbuch).
Document Purchases	as defined in Section 2
Effective Date	as defined in Section 3.1.1
HGB	means the German Commercial Code (Handelsgesetzbuch).
Neutral Expert	as defined in Section 4.3.2

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Notice	means any notification in the form according to Section 12; the term “Notify” shall be construed accordingly.
Parties	as defined in the Recitals
Paying Party	as defined in Section 3.1.2
Purchase Price	as defined in Section 4.3.1
Purchaser	as defined in the Recitals
Purchaser Account	as defined in Section 5.1.2
Receiving Party	as defined in Section 3.1.2
Seller	as defined in the Recitals
Seller Account	as defined in Section 5.1.1
Sold Contracts	as defined in Section 3.1.1
Tax	means any taxes (Steuern) according to Section 3 German Fiscal Code (Abgabenordnung) as well as equivalent taxes under the statutory law provisions of any foreign jurisdiction, in each case including interest, penalties and other ancillary charges and irrespective of whether owed as a primary or as a secondary liability, but excluding deferred taxes.
Taxing Authority	means any competent public Authority in charge of imposing or collecting any Tax.
Third Party	means any person or entity who or which is neither a Party to this Agreement nor an Affiliate of a Party to this Agreement.
Third Party Claim	as defined in Section 7.2.3
Transaction	as defined in the Preamble
Transfer Tax	means all federal, state, local or foreign transfer, sales, use, ad valorem, receipts, excise, documentary, registration, real property transfer, mortgage recording, stamp duty or similar Taxes (excluding, for the avoidance of doubt, VAT), together with any interest, addition or penalties with respect thereto and any interest in respect of such additions or penalties.
Transferred Contract	as defined in Section 4.2.1
TTMR	as defined in Section 4.4.2
VAT	means (i) any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112) and (ii) any other tax of a similar nature, whether imposed in a member state of the European Union in substitution for, or levied in

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	addition to, such tax referred to in (i) above, or imposed elsewhere.
Warranties	as defined in Section 6.1.1

2.Other Definitional and Interpretive Matters

Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

a)When calculating the period of time before which, within which or following which any act is to be done or step is to be taken pursuant to this Agreement, the provisions of Sections 187 BGB et seq. shall apply.

b)Any reference in this Agreement to gender shall include all genders, and words (including definitions) imparting the singular number only shall include the plural and vice versa.

c)The provision of a Table of Contents, the division of this Agreement into Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

d)The words such as “herein”, “hereinafter”, “hereof”, and “hereunder” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

e)The word “including” or any variation thereof means “including, without limitation” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

f)If any Party shall under this Agreement use “commercially reasonable efforts”, such Party shall be required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of material funds or the incurrence of a material liability on the part of the obliged Party, nor does it require that the obliged Party makes any concession or acts in a manner that would be contrary to normal commercial practices under the given circumstances in order to accomplish the objective. The fact that the objective is or is not actually accomplished is

22/22 69857544-1

no indication that the obliged Party did, or did not, in fact use its reasonable commercial efforts in attempting to accomplish the objective.

g)	The Schedules and Exhibits attached to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein.
h)	Where a German term has been inserted in italics, it alone (and not the English term to which it relates) shall be authoritative for the purpose of the interpretation of the relevant English term in this Agreement.
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i)	Wherever in this Agreement the term “material” or “materiality” or any variation thereof appears, no monetary threshold set forth in any provision of this Agreement shall be considered in connection with the interpretation thereof unless specifically and explicitly tied thereto.
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Submission Proof - 21-4610-1

Exhibit 31.1

RULE 13a-14(a) CERTIFICATION

I, Roy W. Olivier, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---


Date: November 14, 2022		/s/ Roy W. Olivier
		Roy W. Olivier
		Chief Executive Officer and President<br><br>(Principal Executive Officer)

Submission Proof - 21-4610-1

Exhibit 31.2

RULE 13a-14(a) CERTIFICATION

I, William Nurthen, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Research Solutions, Inc.;

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
---	---
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
---	---
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---


Date: November 14, 2022		/s/ William Nurthen
		William Nurthen
		Chief Financial Officer (Principal Financial and
		Accounting Officer)

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Roy W. Olivier, Interim Chief Executive Officer and President, and Director of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Roy W. Olivier
Roy W. Olivier
Chief Executive Officer and President<br><br>(Principal Executive Officer)
November 14, 2022

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report of Research Solutions, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, William Nurthen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ William Nurthen
William Nurthen
Chief Financial Officer (Principal Financial and Accounting Officer)
November 14, 2022