8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

Date of Report:

(Date of earliest event reported)

March 29, 2021

Research Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of Incorporation)

001-39256 (Commission File Number)		11-3797644 (IRS Employer Identification No.)
	10624 S. Eastern Avenue, Ste. A-614 Henderson, NV 89052 (Address of Principal Executive Offices and zip code)

(310) 477-0354

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

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

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

Emerging growth company               ¨

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

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 8.01 Other Items.

On March 29, 2021, the Registrant’s Board of Directors approved the Registrant’s entry into an Amended and Restated Executive Employment Agreement (the “Derycz Agreement”) with Peter Derycz pursuant to which Mr. Derycz will cease serving as the Registrant’s Chief Executive Officer and President and will serve as the Registrant’s Executive Chairman of the Board for a term of three years. Mr. Derycz will receive an annual base salary of $371,520 and is eligible to participate in the Registrant’s executive bonus plan as determined by the Registrant’s Board of Directors, with a target annual bonus of $227,400 (consisting of equal portions of cash and equity). Upon the termination of Mr. Derycz’s employment for any reason, Mr. Derycz will receive his accrued but unpaid salary and vacation pay through the date of termination and any other benefits accrued to him under any benefit plans outstanding at such time, and the reimbursement of documented, unreimbursed expenses incurred prior to such date. Upon the Registrant’s termination of Mr. Derycz’s employment without Cause (as defined in the Derycz Agreement) or upon Mr. Derycz’s termination of his employment for Good Reason (as defined in the Derycz Agreement) prior to the end of the term of the Derycz Agreement, Mr. Derycz shall also receive the amount of his base salary (at the then-current rate) and the percentage of the target bonus (based on the average percentage of the target bonus actually paid to Mr. Derycz during the term) that he would have earned through the end of the term of the Derycz Agreement, payable in cash in the form of salary continuation. All payments to Mr. Derycz under the Derycz Agreement are subject to withholding of applicable taxes.

Effective as of March 29, 2021 John Regazzi ceased serving as the Registrant’s Chairman of the Board but will instead serve as the Registrant’s Lead Independent Director.

On March 29, 2021, the Registrant’s Board of Directors also approved the Registrant’s entry into an Executive Employment Agreement with Roy W. Olivier (the “Olivier Agreement”) pursuant to which Mr. Olivier will serve as the Registrant’s Interim Chief Executive Officer and President for a term of six months. Mr. Olivier will receive an annual base salary of $371,520 and is eligible to participate in the Registrant’s executive bonus plan as determined by the Registrant’s Board of Directors. Upon the termination of Mr. Olivier employment for any reason, Mr. Olivier will receive his accrued but unpaid salary and vacation pay through the date of termination and any other benefits accrued to him under any benefit plans outstanding at such time, and the reimbursement of documented, unreimbursed expenses incurred prior to such date. Upon the Registrant’s termination of Mr. Olivier employment without Cause (as defined in the Olivier Agreement) prior to the end of the term of the Olivier Agreement, Mr. Olivier shall also receive the amount of his base salary (at the then-current rate) that he would have earned through the end of the term of the Olivier Agreement, payable in the form of salary continuation. All payments to Mr. Olivier under the Olivier Agreement are subject to withholding of applicable taxes.

On March 29, 2021, the Registrant issued a press release entitled “Research Solutions Announces Executive Management Changes to Expand Focus on Growth” announcing the aforementioned changes in executive management. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

2

Item 9.01. Financial Statements and Exhibits

(d)       Exhibits.

The following exhibits are filed herewith:

Exhibit
Number Description

99.1 Press Release issued March 29, 2021 entitled “Research Solutions Announces Executive Management Changes to Expand Focus on Growth”.

3

SIGNATURE

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

	RESEARCH SOLUTIONS, INC.
Date:  March 29, 2021	By:	/s/ Alan Urban
		Alan Urban
		Chief Financial Officer

4

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Research Solutions Announces Executive Management Changes
to Expand Focus on Growth

HENDERSON, Nev., March 29, 2021 — Research Solutions, Inc. (NASDAQ: RSSS), a pioneer in providing cloud-based workflow solutions for R&D driven organizations, announced today that Peter Derycz transitioned to Executive Chairman and Chairman of the Board, effective March 29, 2021. Roy W. Olivier, will serve as Interim President and Chief Executive Officer while the Board of Directors conducts a search for a permanent replacement.

Mr. Derycz, who founded the Company in 2006, will remain highly involved in strategy, product development and business development in his role as Executive Chairman and Chairman of the Board. John Regazzi will step down from his current role as the Chairman of the Board but will continue to serve as the Lead Independent Director.

“I look forward to my new role as Executive Chairman,” said Mr. Derycz. “With the pivot to building a Platform product complete, this shift allows me to focus on the portion of the business I have always had a passion for while allowing Roy to focus on the growth of the business. Roy has been beneficial to the overall strategy of the Company during his time on our Board, and his background and first-hand expertise in acquisitions and SaaS companies is a perfect match for the Company as it transitions into this next phase.”

“Having served on the Board for the past two years, I have witnessed the Company pivot to the Platform model,” said Mr. Olivier. “Serving in this interim role provides an opportunity to utilize my past operational and business development experience to drive new avenues of growth. I will also help lead the Company’s M&A efforts in evaluating the significant pipeline that has been identified by the team. The continued goal of delivering long-term value to our shareholders remains unchanged.”

Mr. Olivier joined the Board in 2018. Previously, he served as president, CEO, and board member of ARI Network Services (formerly NASDAQ: ARIS), a provider of an award-winning suite of SaaS tools and marketing services. During Mr. Olivier’s tenure as CEO of ARI he grew the business from less than 80 employees to over 1,200 and revenues from under $15M to over $100M. Prior to that, he served in various capacities including as VP of sales and marketing for ProQuest Media Solutions (now Snap-on Inc.), a business he founded in 1993 and sold to ProQuest in 2000. He previously held executive and managerial positions with other companies in the telecommunications and computer industries, including Multicom Publishing, Tandy Corporation, BusinessLand and PacTel.

About Research Solutions

Research Solutions, Inc. (NASDAQ: RSSS) is a pioneer in providing seamless access to scientific research, and simplifies how organizations and individual researchers discover, acquire, and manage scholarly journal articles, book chapters and other content in scientific, technical, and medical (STM) research. More than 70 percent of the top pharmaceutical companies, prestigious universities, and emerging businesses rely on Article Galaxy, a cloud-based SaaS research platform, for simplified and lowest cost access to the latest scientific research and data. Featuring an ecosystem of app-like Gadgets for a personalized research experience, Article Galaxy offers individual as well as enterprise plans, coupled with unparalleled, 24/7 customer support. For more information and details, please visit www.researchsolutions.com and www.reprintsdesk.com

Forward-Looking Statements

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

Contact

Steven Hooser or John Beisler

Three Part Advisors

shooser@threepa.com

jbeisler@threepa.com

(214) 872-2710

# # #

10624 S. Eastern Ave.,, Henderson, NV 89052 – USA | P: +1 (310) 477-0354 F: +1 (323) 375-1576 | www.reprintsdesk.com