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 earliest event reported: May 26, 2021

TSR, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38838	13-2635899
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

400 Oser Avenue, Suite 150, Hauppauge, NY 11788

(Address of Principal Executive Offices) (Zip Code)

(631) 231-0333

(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 the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

☐ 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, par value $0.01 per share	TSRI	NASDAQ Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter). 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 7.01. Regulation FD Disclosure.

On May 26, 2021, TSR, Inc., a Delaware corporation (the “Company”), issued a press release announcing a final order and judgment issued by the Supreme Court of the State of New York, Queens County (the “Final Order”) on May 24, 2021 approving the settlement in the stockholder class and derivative action captioned Susan Paskowitz v. James J. Hill et al., Case No. 715541/2018, filed by Susan Paskowitz, a stockholder of the Company, on October 16, 2018. This action and the Stipulation and Agreement of Settlement which was entered into by the parties on December 16, 2019 and preliminarily approved by the Court on May 21, 2020 (the “Stipulation”) are described in greater detail in the Quarterly Report on Form 10-Q filed by the Company on April 14, 2021.

Under the terms of the Final Order, the Court fully and finally approved the settlement set forth in the Stipulation and dismissed the action with prejudice.

A copy of the press release is being furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The information in this Item 7.01 and the related Item 9.01, including the press release furnished as Exhibit 99.1 hereto, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended, nor shall it be deemed incorporated by reference into any reports or filings with the Securities and Exchange Commission, whether made before or after the date hereof, except as expressly set forth by specific reference in such report or filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated May 26, 2021.

1

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 hereunto duly authorized.

TSR, Inc.
By:	/s/ John G. Sharkey
	John G. Sharkey
	Senior Vice President and Chief Financial Officer

Dated: May 26, 2021

2

EX-99.1

Exhibit 99.1

400 Oser Ave
Hauppauge, NY 11788   Contact: Thomas Salerno
                  631-231-0333

TSR, Inc. Announces Final Court Order Approving Settlement in the Stockholder Derivative Action

Hauppauge, NY (May 26, 2021) ---TSR, Inc. (Nasdaq: TSRI) (the “Company”), a provider of information technology consulting and recruiting services, today announced that on May 24, 2021, the Supreme Court of the State of New York, Queens County issued a final order and judgment approving the settlement in the stockholder class and derivative action captioned Susan Paskowitz v. James J. Hill et al., No. 715541/2018, filed by Susan Paskowitz, a stockholder of the Company, on October 16, 2018 (the “Stockholder Action”).

On December 16, 2019, the Company entered into a Stipulation and Agreement of Settlement with Susan Paskowitz providing for the settlement of the Stockholder Action (the “Stipulation”). On May 21, 2020, the Court entered an order preliminarily approving the settlement.

Pursuant to the terms of the final order, the Court fully and finally approved the settlement set forth in the Stipulation and dismissed the Stockholder Action with prejudice. The settlement payment is expected to be paid by the Company’s insurance provider under its insurance policy.

Forward-Looking Statements

This press release and any statements of employees, representatives and officers of the Company related thereto contain, or may contain, among other things, certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve significant risks and uncertainties. Such statements may include, without limitation, statements with respect to the Company’s plans, objectives, projections, expectations and intentions and other statements identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential” or similar expressions. These statements are based upon the current beliefs and expectations of the Company’s management and are subject to significant risks and uncertainties, including those detailed in the Company’s filings with the Securities and Exchange Commission. These forward-looking statements involve certain risks and uncertainties that are subject to change based on various factors (many of which are beyond the Company’s control). The Company undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future presentations or otherwise, except as required by applicable law.