What changed in Research Solutions, Inc.'s 2024 10-K compared to 2023?

Across the narrative sections we track, Research Solutions, Inc. (RSSS) added 162 paragraphs, removed 127, and edited 95 between the 2023 and 2024 10-K filings. The biggest movers are Item 7. Management's Discussion & Analysis (+54/−44), Item 1A. Risk Factors (+54/−45), Item 1. Business (+44/−28).

Did Research Solutions, Inc. add new Risk Factors in the 2024 10-K?

Yes — Item 1A Risk Factors shows 54 new/edited paragraphs and 45 removed paragraphs versus the 2023 10-K.

What changed in Research Solutions, Inc.'s MD&A (Item 7) in 2024?

Item 7 Management's Discussion & Analysis shows 54 new/edited paragraphs and 44 removed paragraphs year-over-year. Read the side-by-side diff to see exactly which revenue, margin, and outlook commentary was rewritten.

Did Research Solutions, Inc.'s Legal Proceedings (Item 3) change in 2024?

Item 3 shows 1 added/edited paragraphs and 1 removed paragraphs — usually indicating new litigation disclosed or settled cases removed.

Where does this RSSS 10-K diff come from?

The source filings are Research Solutions, Inc.'s official 2023 and 2024 Form 10-K annual reports from SEC EDGAR. 10q10k.net parses each filing, aligns paragraphs by section (Item 1, 1A, 1C, 2, 3, 7, 7A), and highlights every added, removed and edited sentence side-by-side.

What changed in Research Solutions, Inc.'s 10-K — 2023 vs 2024

Paragraph-level year-over-year comparison of Research Solutions, Inc.'s 2023 and 2024 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2024 report.

+162 added−127 removedSource: 10-K (2024-09-20) vs 10-K (2023-09-15)

Item 1. Business

Business — how the company describes what it does

21 edited+23 added−7 removed26 unchanged

2023 filing

2024 filing

Biggest changeWe 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 (“Platform” or “Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”). 7 Table of Contents 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.

In pursuit of growth, we invest in vertical integration and channel relationships to increase the value we 5 Table of Contents provide to customers, extend our promotional reach, and decrease customer acquisition costs. We anticipate growth coming from cross-selling into our existing customer base, penetrating new market verticals, and generating market demand and preference from both existing and new customers.

In pursuit of growth, we invest in vertical integration and channel relationships to increase the value we provide to customers, extend our promotional reach, and decrease customer acquisition costs. We anticipate growth coming from cross-selling into our existing customer base, penetrating new market verticals, and generating market demand and preference from both existing and new customers.

The promotional mix of tactics we utilize includes: search engine optimization and digital marketing, educational content, advertising, events, direct response and integrated marketing campaigns, public relations and content publicity, thought leadership programs, channel alliances training, and analyst relations.

Customers and Suppliers There were no customers that accounted for greater than 10% of our revenue for the years ended June 30, 2023 and 2022. Approximately 43% and 42% of our content cost for the years ended June 30, 2023 and 2022, respectively, was derived from our three largest suppliers of content.

Customers and Suppliers There were no customers that accounted for greater than 10% of our revenue for the years ended June 30, 2024 and 2023. Approximately 44% and 43% of our content cost for the years ended June 30, 2024 and 2023, respectively, was derived from our three largest suppliers of content.

At the closing of the transaction contemplated by the Share Exchange Agreement, Research Solutions acquired all of the outstanding shares of Reprints Desk from its stockholders and issued 8,000,003 shares of common stock to the former stockholders of Reprints Desk. Following completion of the exchange transaction, Reprints Desk became a wholly-owned subsidiary of Research Solutions.

Business Company 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 as of June 30, 2023: 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.

Business Company Overview Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with five wholly owned subsidiaries as of June 30, 2024: Reprints Desk, Inc., a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S. de R.L. de C.V., an entity organized under the laws of Mexico, and RESSOL LA, S.

On March 4, 2013, we consummated a merger with DYSC Subsidiary Corporation, our wholly-owned subsidiary, pursuant to which we, in connection with such merger, amended our Articles of Incorporation to change our name to Research Solutions, Inc. (formerly Derycz Scientific, Inc.). On June 9, 2022, we formed ResSol LA to provide operational and administrative support services to Reprints Desk.

On July 24, 2012, we formed Reprints Desk Latin America to provide operational and administrative support services to Reprints Desk. On March 4, 2013, we consummated a merger with DYSC Subsidiary Corporation, our wholly-owned subsidiary, pursuant to which we, in connection with such merger, amended our Articles of Incorporation to change our name to Research Solutions, Inc.

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.

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 4 Table of Contents arrangements with hundreds of content publishers that allow us to distribute their content.

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.

We also seek to grow existing customer revenue by year over year increases, and through value-based add-ons. In addition, we submit proposals to potential customers in response to requests for proposals, or “Request for Proposals” (RFPs). We are continually improving our operations and technology to ensure that they are capable of delivering proposed solutions and supporting future growth.

We also seek to grow existing customer revenue by year over year increases, and through value-based add-ons. 6 Table of Contents In addition, we submit proposals to potential customers in response to requests for proposals, or “Request for Proposals” (RFPs).

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. 6 Table of Contents 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.

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 are focused on rapidly developing an ecosystem of new interactive app-like components for researchers that will deliver time saving efficiencies in core research workflows and knowledge creation processes. We continually enhance the performance of our existing proprietary software and systems and develop and implement new technologies that expand the available methods of discovering, obtaining and managing content.

Loss of any or all of these suppliers of content would significantly reduce our revenue, which would have a material adverse effect on our results of operations.

Loss of any or all of these suppliers of content would significantly reduce our revenue, which would have a material adverse effect on our results of operations. We can provide no assurance that these suppliers of content will continue to supply us with content in the future.

We can provide no assurance that these suppliers of content will continue to supply us with content in the future. 7 Table of Contents Sales and Marketing To efficiently acquire customers, we rely on marketing in close cooperation with value-based selling to acquire new small, medium and large geographically-dispersed enterprises.

Sales and Marketing To efficiently acquire customers, we rely on marketing in close cooperation with value-based selling to acquire new small, medium and large geographically-dispersed enterprises.

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. Our Platform allows customers to find and download digital versions of STM articles that are critical to their research.

STM content is sold to our customers on a per 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.

Product Development We seek to grow revenue through product differentiation, and the development of new products that are attractive to new and existing customers. Our focus on product development leads us to continually explore options to strengthen and broaden our service offering portfolio.

Our focus on product development leads us to continually explore options to strengthen and broaden our service offering portfolio.

Company Services We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”).

Company Services 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.

DE R.L. DE C.V., an entity organized under the laws of Mexico. 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.

DE R.L. DE C.V., an entity organized under the laws of Mexico. We provide software and related services to help research intensive organizations save time and money. We offer various software platforms (“Platform” or “Platforms”) that are typically sold to corporate, academic, government and individual researchers as cloud-based software-as-a-service (“SaaS”) via auto-renewing license agreements.

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.

Core to many of our Platform solutions is providing our customers with ways 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 most cases under one minute.

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.

We leverage our Platform efficiencies in scalability, stability and development costs to fuel rapid innovation and to gain a competitive advantage. Transactions We provide our researchers with a single source to the universe of published STM content that includes over 100 million existing STM articles and over 2 to 4 million newly published STM articles each year.

Following completion of the exchange transaction, Reprints Desk became a wholly-owned subsidiary of Research Solutions. 8 Table of Contents On July 24, 2012, we formed Reprints Desk Latin America to provide operational and administrative support services to Reprints Desk.

(formerly Derycz Scientific, Inc.). 9 Table of Contents On June 9, 2022, we formed ResSol LA to provide operational and administrative support services to Reprints Desk.

Removed

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.

Added

Corporate, academic, and government customers typically sign up under annual agreements. Individual researchers can sign up under an annual or a month-to-month agreement and are typically billed monthly.

Removed

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.

Added

Our Platforms also facilitate the sale of published scientific, technical, and medical (“STM”) content sold as individual articles (“Transactions”) either stand alone or via one or more of the research Platform solutions we provide.

Removed

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.

Added

When one or more of the Platform solutions are used to purchase Transactions, customers pay for those transactions through monthly billing or via credit card for individual researchers.

Removed

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.

Added

Our Platforms enable life science and other research-intensive organizations to accelerate their research and development activities through our advanced discovery tools (i.e. search), tools to access and buy STM articles required to support their research (i.e. acquire), as well as tools that manage that content across the enterprise and on an individual basis (i.e. manage).

Removed

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.

Added

The Platforms typically deliver an ROI to the customer by reducing the amount of time it takes a research organization to find, acquire and manage content, in addition to also driving down the ultimate cost per article over time.

Removed

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.

Added

Platforms Our cloud-based SaaS Platforms consist of proprietary software and Internet-based interfaces sold to customers through an annual or monthly subscription fee. Legacy functionality falls into three areas. Discover – These solutions facilitate search (discovery) across virtually all STM articles available. The solutions we offer include free (basic) search solutions and advanced search tools like the Resolute.ai and scite.ai products.

Removed

Human Capital Resources As of September 8, 2023, we had 145 full time employees.

Added

These tools allow for searching and identifying relevant research and then purchasing that research through one of our other solutions.

Added

In addition, these tools increasingly enable users to find insights in other datasets adjacent to STM content, such as Clinical Trial, Patent, Life Science & MedTech Regulatory information, Competitor and Technology landscape insights in addition to searching the customer’s internal datasets. The advanced search solutions are sold through a seat, enterprise, or individual license.

Added

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.

Added

We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Added

Acquire – Our Article Galaxy® (“AG”) solution allows for research organizations to load their entitlements (subscriptions, discount or token packages, and their existing library of articles) and AG manages those entitlements in the background enabling the researchers to focus on acquiring articles they need quickly and efficiently at the lowest possible cost.

Added

When used in conjunction with our discovery Platforms, customers can initiate orders, route orders based on the lowest cost to acquire, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems. 4 Table of Contents Manage – Our References solution allows users to access the article inside the Platform including setting up personal folders or team folders and allows researchers to markup and take notes on the articles in a supported browser on a desktop or tablet.

Added

We use Artificial Intelligence (“AI”) in several parts of the research workflow today and will continually add capability as we move forward. Today we offer an AI based recommendation engine in our Discover, Acquire, and Manage Platform solutions.

Added

We also offer an AI based “assistant” in some of our solutions to allow the researcher to ask questions about articles, groups of articles (folders), and more. We also have the capability to provide full text search on STM content in the scite.ai Platform where the publisher gives us the rights to do so.

Added

Using Resolute.ai and scite.ai technology, we plan to release several new Platform solutions to enhance the research workflows described above and add new solutions to support the analysis functions that exist in our typical customer base. Our Platforms are deployed as a single, multi-tenant system across our entire customer base.

Added

These individuals are our primary users and while they typically purchase the articles via one of our Platform solutions, we do have some customers that just order articles from us on behalf of end-users in their organizations.

Added

We continually 5 Table of Contents enhance the performance of our existing proprietary software and systems and develop and implement new technologies that expand the available methods of discovering, obtaining and managing content. Through the acquisitions of ResoluteAI and Scite, our services have been enhanced to include AI as part of the research workflow.

Added

We are continually improving our operations and technology to ensure that they are capable of delivering proposed solutions and supporting future growth. Product Development We seek to grow revenue through product differentiation, and the development of new products that are attractive to new and existing customers.

Added

On July 28, 2023, we acquired 100% of the outstanding stock of Resolute Innovation, Inc., a Delaware corporation, an advanced search platform that equips organizations with search, discovery and knowledge management tools that are powered by artificial intelligence and neuro-linguistic programming (“NLP”) technologies.

Added

On December 1, 2023, we acquired 100% of the outstanding stock of Scite, Inc. a Delaware corporation, a platform for discovering and evaluating scientific articles via Smart Citations.

Added

Smart Citations allow users to see how a publication has been cited by providing the context of the citation and a classification describing whether it allows for supporting or contrasting evidence for the cited claim.

Added

The acquisition was completed through the merger of our subsidiary, Research Solutions Acquisition 2, LLC, with Scite, Inc., with our subsidiary surviving the merger and subsequently being renamed Scite, LLC. Human Capital Resources As of September 13, 2024, we had 145 full time employees.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+17 added−8 removed100 unchanged

2023 filing

2024 filing

Biggest changeUnder the terms of our outstanding options and warrants to purchase our common stock issued to employees and others, the holders are given an opportunity to profit from a rise in the market price of our common stock that, upon the exercise of the options and/or warrants, could result in dilution in the interests of our other stockholders. 16 Table of Contents The market price of our common stock and the value of your investment could substantially decline if our warrants or options are exercised and our common stock is issued and resold into the market, or if a perception exists that a substantial number of shares will be issued upon exercise of our warrants and option and then resold into the market.

Voting power of a significant percentage of our common stock is held by our Executive Chairman, and his brother-in-law, who together are able to exert significant influence over the outcome of matters to be voted on by our stockholders.

Voting power of a significant percentage of our common stock is held by our former Executive Chairman, and his brother-in-law, who together are able to exert significant influence over the outcome of matters to be voted on by our stockholders.

We were in compliance with these covenants as of June 30, 2023, however, our failure to comply with these covenants in the future may result in an event of default, which if not cured or waived, could result in the bank preventing us from accessing availability under our line of credit and requiring us to repay any outstanding borrowings.

We were in compliance with these covenants as of June 30, 2024, however, our failure to comply with these covenants in the future may result in an event of default, which if not cured or waived, could result in the bank preventing us from accessing availability under our line of credit and requiring us to repay any outstanding borrowings.

Any adverse consequence resulting from the materialization of the foregoing risks would adversely affect our financial performance and results of operations. 14 Table of Contents Unfavorable global economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and market price of our common stock.

Any adverse consequence resulting from the materialization of the foregoing risks would adversely affect our financial performance and results of operations. 16 Table of Contents Unfavorable global economic conditions could have a material adverse effect on our business, financial condition, results of operations, prospects and market price of our common stock.

Therefore, network or system shutdowns caused by events such as computer hacking, sabotage, dissemination of computer viruses, worms and other destructive or disruptive software, denial of service attacks and other malicious activity, as well as loss of service from third parties, power outages, natural disasters and similar events, could affect our ability to store, 11 Table of Contents handle and deliver data and services to our customers.

Therefore, network or system shutdowns caused by events such as computer hacking, sabotage, dissemination of computer viruses, worms and other destructive or disruptive software, denial of service attacks and other malicious activity, as well as loss of service from third parties, power outages, natural disasters and similar events, could affect our ability to store, handle and deliver data and services to our customers.

Our articles of incorporation, bylaws and Nevada law contain provisions which could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are currently 17 Table of Contents authorized to issue up to 20,000,000 shares of “blank check” preferred stock.

Our articles of incorporation, bylaws and Nevada law contain provisions which could make it more difficult for a third party to acquire us, even if closing such a transaction would be beneficial to our stockholders. We are currently authorized to issue up to 20,000,000 shares of “blank check” preferred stock.

The loss of our largest customers would significantly reduce our revenue and adversely affect our results of operations. There were no customers that accounted for greater than 10% of our revenue for the years ended June 30, 2023 and 2022.

There were no customers that accounted for greater than 10% of our accounts receivable as of June 30, 2023 and 2022, respectively. In addition, we have made prepayments to suppliers of content.

There were no customers that accounted for greater than 10% of our accounts receivable as of June 30, 2024 and 2023, respectively. In addition, we have made prepayments to suppliers of content.

We may become subject to Nevada’s control share acquisition laws (Nevada Revised Statutes 78.378 -78.3793), which prohibit an acquirer, under certain circumstances, from voting shares of a corporation’s stock after crossing specific threshold ownership percentages, unless the acquirer obtains the approval of the issuing corporation’s stockholders.

We may become subject to Nevada’s control share acquisition laws (Nevada Revised Statutes 78.378 -78.3793), which prohibit an acquirer, under certain circumstances, from voting shares of a corporation’s stock after crossing specific 19 Table of Contents threshold ownership percentages, unless the acquirer obtains the approval of the issuing corporation’s stockholders.

In addition, sales of a substantial number of shares of common stock issued upon exercise of our warrants and options, or even the perception that such sales could occur, could adversely affect the market price of our common stock.

In addition, sales of a substantial number of shares of common stock issued upon exercise of our options, or even the perception that such sales could occur, could adversely affect the market price of our common stock.

As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or Section 404. Further, Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting.

As a public company, we are required to document and test our internal control procedures in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 18 Table of Contents 2002, or Section 404. Further, Section 404 requires annual management assessments of the effectiveness of our internal controls over financial reporting.

If we raise additional funds through future issuances of equity or convertible debt 13 Table of Contents securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

If we raise additional funds through future issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our common stock.

Secondly, an investment in us is a speculative or “risky” investment due to our lack of meaningful profits 15 Table of Contents to date and uncertainty of future profits.

Secondly, an investment in us is a speculative or “risky” investment due to our lack of meaningful profits 17 Table of Contents to date and uncertainty of future profits.

The PCI Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design. PCI DSS compliance is required in order to 12 Table of Contents maintain credit card processing services.

The Payment Card Industry Data Security Standard (“PCI DSS”) is a specific set of comprehensive security standards required by credit card brands for enhancing payment account data security, including but not limited to requirements for security management, policies, procedures, network architecture, and software design. PCI DSS compliance is required in order to maintain credit card processing services.

If the exercise prices of our warrants or options are lower than the price at which you made your investment, immediate dilution of the value of your investment will occur.

If the exercise prices of our options are lower than the price at which you made your investment, immediate dilution of the value of your investment will occur.

You could, therefore, experience a substantial decline in the value of your investment as a result of both the actual and potential exercise of our warrants or options.

You could, therefore, experience a substantial decline in the value of your investment as a result of both the actual and potential exercise of our options.

Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from providing certain content or that requires us to pay substantial damages, including treble damages if we are found to have willfully infringed the claimant’s copyrights, royalties or other fees.

Furthermore, a successful claimant could secure a judgment or we may agree to a settlement that prevents us from providing certain content or that requires us to pay substantial damages, including treble damages if we are found to have 11 Table of Contents willfully infringed the claimant’s copyrights, royalties or other fees.

We cannot assure you that our competitors will not succeed in developing or marketing technologies or products that are more effective or commercially attractive than our products or that would render our solutions and related technologies obsolete.

We also could be exposed to negligence claims or other legal proceedings brought by our customers or their clients, and we could incur significant legal expenses and our management’s attention may be diverted from our operations in defending ourselves against and resolving lawsuits or claims.

We also could be exposed to negligence claims or other legal proceedings brought by regulators, our customers or their clients, and we could incur significant legal expenses and our management’s attention may be diverted from our operations in defending ourselves 13 Table of Contents against and resolving lawsuits or claims.

As of September 8, 2023, Peter Victor Derycz, our Executive Chairman, had voting power equal to approximately 11.2% of votes eligible to be cast at a meeting of our stockholders. Paul Kessler, the brother-in-law of Mr.

As of September 13, 2024, Peter Victor Derycz, our former Executive Chairman, had voting power equal to approximately 8.3% of votes eligible to be cast at a meeting of our stockholders. Paul Kessler, the brother-in-law of Mr.

As a result, our content providers can provide the same content to our competitors. 9 Table of Contents We are exposed to credit risk on our accounts receivable and prepayments to suppliers of content. This risk is heightened during periods when economic conditions worsen.

Moreover, our arrangements with content providers are non-exclusive. As a result, our content providers can provide the same content to our competitors. We are exposed to credit risk on our accounts receivable and prepayments to suppliers of content. This risk is heightened during periods when economic conditions worsen.

We currently have a line of credit with Silicon Valley Bank, maturing on February 28, 2024, under which there were no outstanding borrowings as of June 30, 2023. Our loan agreement contains, and any agreements to refinance our debt likely will contain, financial and restrictive covenants.

We currently have a line of credit with PNC Bank, National Association, maturing on April 15, 2025, under which there were no outstanding borrowings as of June 30, 2024. Our loan agreement contains, and any agreements to refinance our debt likely will contain, financial and restrictive covenants.

Derycz, exercises investment and voting control over the shares held by Bristol Investment Fund, Ltd., and had, as of September 8, 2023, voting power equal to approximately 8.7% of votes eligible to be cast at a meeting of our stockholders. As of September 8, 2023, Mr. Derycz, Bristol Investment Fund, Ltd.

Derycz, exercises investment and voting control over the shares held by Bristol Investment Fund, Ltd., and had, as of September 13, 2024, voting power equal to approximately 3.8% of votes eligible to be cast at a meeting of our stockholders. As a result of their significant ownership interests, Mr. Derycz and Mr.

As of June 30, 2023, we had no shares of preferred stock issued and outstanding. Accordingly, as of June 30, 2023, we could issue up to 66,106,991 additional shares of common stock and 20,000,000 additional shares of “blank check” preferred stock.

As of June 30, 2024, we had no shares of preferred stock issued and outstanding. Accordingly, as of June 30, 2024, we could issue up to 63,878,009 additional shares of common stock and 20,000,000 additional shares of “blank check” preferred stock.

As of June 30, 2023 we had issued and outstanding 29,487,508 shares of common stock and we had 4,405,501 shares of common stock reserved for future grants under our equity compensation plans and for issuances upon the exercise or conversion of currently outstanding options, warrants and convertible securities.

As of June 30, 2024 we had issued and outstanding 32,295,373 shares of common stock and we had 3,826,618 shares of common stock reserved for future grants under our equity compensation plans and for issuances upon the exercise or conversion of currently outstanding options, warrants and convertible securities.

In May 2018, The European Commission approved and adopted the General Data Protection Regulation (“GDPR”) in the European Union, a new data protection law. These data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information that is collected, processed and transmitted in or from the relevant jurisdiction.

These data protection laws and regulations are intended to protect the privacy and security of personal data, including credit card information, that is collected, processed and transmitted in or from the relevant jurisdiction.

For our fiscal years ended June 30, 2023 and 2022, we earned a net income of $571,623 and incurred a net loss of $1,632,384, respectively. As of June 30, 2023, we had an accumulated deficit of $22,522,649. We cannot predict if we will be profitable.

For our fiscal years ended June 30, 2024 and 2023, we incurred a net loss of $3,786,597 and earned a net income of $571,623, respectively. As of June 30, 2024, we had an accumulated deficit of $26,309,246. We cannot predict if we will be profitable.

In the event that we were to lose PCI DSS compliance status (or fail to renew compliance under a future version of the PCI DSS), we could be exposed to increased operating costs, fines and penalties and, in extreme circumstances, may have our credit card processing privileges revoked, which would have a material adverse effect on our business. 14 Table of Contents Our failure to comply with the covenants contained in our loan agreement could result in an event of default that could adversely affect our financial condition and ability to operate our business as planned.

As part of our strategy, we may explore strategic acquisitions and combinations, including the acquisition of customer lists, or enter into joint ventures or similar strategic relationships.

Acquisitions, joint ventures or similar strategic relationships may disrupt or otherwise have a material adverse effect on our business and financial results. As part of our strategy, we may explore strategic acquisitions and combinations, including the acquisition of customer lists, or enter into joint ventures or similar strategic relationships.

These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline. Item 1B. Unresolved Staff Comments Not applicable. Item 2. Properties We operate in a virtual environment and do not have a physical office space or headquarters.

These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our common stock to decline. Item 1B. Unresolved Staff Comments Not applicable.

Any of these events could seriously harm our business, operating results and financial condition. 10 Table of Contents Our industry is subject to intense competition and rapid technological change, which may result in products or new solutions that are superior to our products or solutions under development.

Our industry is subject to intense competition and rapid technological change, which may result in products or new solutions that are superior to our products or solutions under development.

In addition, our agreements with customers may also require that we indemnify the customer for liability arising from data breaches under the terms of our agreements with these customers.

In addition, our agreements with customers may also require that we indemnify the customer for liability arising from personal data breaches under the terms of our agreements with these customers. Disruptions and other damages to our information technology and breaches in data security or cybersecurity attacks could have a negative financial impact and damage our reputation.

In addition, our failure to successfully manage our growth could result in our sales not increasing commensurately with our capital investments. If we are unable to successfully manage our growth, we may be unable to achieve our goals. Acquisitions, joint ventures or similar strategic relationships may disrupt or otherwise have a material adverse effect on our business and financial results.

In addition, our failure to successfully manage our growth could result in our sales not increasing 15 Table of Contents commensurately with our capital investments. If we are unable to successfully manage our growth, we may be unable to achieve our goals.

They may also have interests that differ from yours and may vote in a manner that is adverse to your interests.

Kessler together currently have the ability to exert significant influence over the election of directors, and other matters submitted to a vote of all of our stockholders. They may also have interests that differ from yours and may vote in a manner that is adverse to your interests.

Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another.

In addition, if we were to suffer damage to our reputation as a result of any system failure, security compromise, or personal data breach, our revenue and profitability could be adversely affected. Personal data is increasingly subject to legal and regulatory protections around the world, which vary widely in approach and which possibly conflict with one another.

Approximately 43% and 42% of our content cost for the years ended June 30, 2023 and 2022, respectively, was derived from our three largest suppliers of content. Loss of any or all of these suppliers of content would significantly reduce the attractiveness of our services and our revenue, which would have a material adverse effect on our results of operations.

Approximately 44% and 43% of our content cost for the years ended June 30, 2024 and 2023, respectively, was derived from our three largest suppliers of content.

We can provide no assurance that these suppliers of content will continue to supply us with content in the future. Moreover, our arrangements with content providers are non-exclusive.

Loss of any or all of these suppliers of content would significantly 10 Table of Contents reduce the attractiveness of our services and our revenue, which would have a material adverse effect on our results of operations. We can provide no assurance that these suppliers of content will continue to supply us with content in the future.

Removed

In recent years, for example, U.S. legislators and regulatory agencies, such as the Federal Trade Commission, as well as U.S. states, have increased their focus on protecting personal data by law and regulation, and have increased enforcement actions for violations of privacy and data protection requirements.

Added

Any of these events could seriously harm our business, operating results and financial condition. Artificial intelligence-based platforms present new risks and challenges to our business.

Removed

In addition, if we were to suffer damage to our reputation as a result of any system failure or security compromise, our revenue and profitability could be adversely affected. Disruptions and other damages to our information technology and breaches in data security or cybersecurity attacks could have a negative financial impact and damage our reputation.

Added

Enterprise use of generative artificial intelligence (GenAI) technologies may result in access to and processing of sensitive information, intellectual property, source code, trade secrets, and other data, through direct user input or the API, including customer or private information and confidential information.

Removed

Our failure to comply with the covenants contained in our loan agreement could result in an event of default that could adversely affect our financial condition and ability to operate our business as planned.

Added

Sending confidential and private data outside of our own servers could trigger legal and compliance exposure, as well as risks of information exposure, including unauthorized acquisition, use, or other processing. Such exposure can result from contractual (for example, with customers) or regulatory obligations (such as CCPA, GDPR, HIPAA).

Removed

(“Bristol Fund”), Bristol Capital Advisors, LLC, Paul Kessler, Janice Peterson and Andrew Ritter (collectively, the “Group”) were party to a Joint Filing and Solicitation Agreement pursuant to which the Group agreed, to the extent required by applicable law, to the joint filing of statements on Schedule 13D with respect to the securities of the Company, to solicit proxies for the election of nominees nominated by the Group at the Corporation’s annual meeting of stockholders, not to transact in securities of the Company without the prior written consent of Bristol Fund and Mr.

Added

Furthermore, if the GenAI platform's own systems and infrastructure are not secure, data breaches or incidents may occur and lead to the exposure of sensitive information such as customer data, financial information, and proprietary business information, or it may be believed or asserted that one or more of these has occurred.

Removed

Derycz, subject to certain exceptions, that any SEC filing, press release, public shareholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be mutually agreeable to Bristol Fund and Mr. Derycz, and that Mr.

Added

Threat actors could also use GenAI for malicious purposes, increasing the frequency of their attacks and the complexity level some are currently capable of, e.g. phishing attacks, fraud, social engineering, and other possible malicious use, such as with writing malware.

Removed

Derycz and Bristol Fund agree to jointly pay all out-of-pocket costs and expenses incurred in connection with the Group’s activities based on Mr. Derycz’s and Bristol Fund’s pro rata share of their aggregate ownership of shares of the Company’s common stock, which shall be advanced by Bristol Fund and repaid by Mr.

Added

Code generated by GenAI could potentially be used and deployed without a proper security audit or code review to find vulnerable or malicious components. This could cause widespread deployment of vulnerable code within the organization systems.

Removed

Derycz pursuant to the terms of the Joint Filing and Solicitation Agreement. As a result of their significant ownership interests, Mr. Derycz and Mr.

Added

The use of GenAI by our business partners with access to our confidential information, including trade secrets, may continue to increase and could lead to the release of such information, which could negatively impact us, including our ability to realize the benefits of our intellectual property.

Removed

Kessler together currently have the ability to exert significant influence over the election of directors, and other matters submitted to a vote of all of our stockholders, and have submitted an alternate slate of nominees for consideration at the Company’s 2023 annual meeting of stockholders.

Added

Such use may lead to novel and urgent cybersecurity risks, which could have a material adverse effect on our operations and reputation as well as the operations of any of our business partners.

Added

We may also face increased competition from other companies that are using GenAI platforms, some of whom may develop more effective methods than we and any of our business partners have, which could have a material adverse effect on our business, results of operations, or financial condition.

Added

In addition, uncertainties regarding developing legal and regulatory requirements and standards may require significant resources to modify and maintain business practices to comply with U.S. and non-U.S. laws concerning the use of AI and AI systems, the nature of which cannot be determined at this time.

Added

We have developed policies governing the use of GenAI to help reasonably ensure that such GenAI systems are used in a trustworthy manner by our employees, contractors, and authorized agents and that our assets, including intellectual property, competitive information, personal information we may collect or process, and customer information, are protected.

Added

Any failure by our personnel, contractors, or other agents to adhere to our established policies could violate confidentiality obligations or applicable laws and regulations, jeopardize our intellectual property rights, cause or contribute to unlawful discrimination, or result in the misuse of personally identifiable information or the injection of malware into our systems.

Added

For example, in the U.S., there are numerous federal, state, and local privacy, data protection, and cybersecurity laws, rules, and regulations governing the collection, storage, transmission, use, and other processing of personal data and Congress has considered, and continues to consider, many proposals for additional comprehensive national data privacy and cybersecurity legislation.

Added

At the state level, we may be subject to laws, rules, and regulations, such as the California Consumer Privacy Act (“CCPA”) and/or similar laws that have been enacted and gone into effect in Virginia, Colorado, Connecticut, Utah, Oregon, and Texas, or laws that will soon go into effect in Montana, Iowa, Delaware, New Hampshire, Nebraska and New Jersey.

Added

These laws impose various obligations, including disclosure requirements, access and opt-out rights, and the right to request deletion of personal data.

Added

Outside of the United States, an increasing number of laws, rules, regulations, and industry standards apply to privacy, data protection, and cybersecurity, including the General Data Protection Regulation (“GDPR”) in the European Union, the United Kingdom’s Data Protection Act 2018 as supplemented by the GDPR and implemented into UK law (collectively, “UK GDPR”), and China’s Personal Information Protection Law.

Added

The market price of our common stock and the value of your investment could substantially decline if our options are exercised and our common stock is issued and resold into the market, or if a perception exists that a substantial number of shares will be issued upon exercise of our warrants and option and then resold into the market.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

1 edited+0 added−0 removed1 unchanged

2023 filing

2024 filing

Biggest changeAlthough our management cannot predict the ultimate outcome of these legal proceedings with certainty, it believes that the ultimate resolution of our legal proceedings, including any amounts we may be required to pay, will not have a material effect on our consolidated financial statements. Item 4. Mine Safety Disclosures Not applicable. 18 Table of Contents PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

1 edited+0 added−0 removed0 unchanged

2023 filing

2024 filing

Biggest changeItem 4. Mine Safety Disclosures 18 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 19 Item 6. [Reserved] 20 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21

Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 6. [Reserved] 23 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 24

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

7 edited+1 added−1 removed3 unchanged

2023 filing

2024 filing

Biggest changeThe Compensation Committee of our Board of Directors subsequently approved the extension of the repurchases under the same terms through the end of fiscal year 2024. 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.

Biggest changeThe 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, 2023, $151,095 remained under the current authorization to repurchase our outstanding common stock from our employees.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Approximate Number of Holders of Common Stock Our common stock is quoted on The Nasdaq Stock Market LLC’s Nasdaq Capital Market (“Nasdaq”) under the symbol “RSSS.” As of September 8, 2023, according to the records of our transfer agent, we had 38 record holders of our common stock.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Approximate Number of Holders of Common Stock Our common stock is quoted on The Nasdaq Stock Market LLC’s Nasdaq Capital Market (“Nasdaq”) under the symbol “RSSS.” As of September 13, 2024, according to the records of our transfer agent, we had 57 record holders of our common stock.

As of June 30, 2023, $151,095 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.

As of June 30, 2024, $346,893 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. 19 Table of Contents 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 April 1-30, 2023 — — — $ 180,789 May 1-31, 2023 — — — $ 180,789 June 1-30, 2023 13,256 $ 2.24 — $ 151,095 Total 13,256 $ 2.24 — — 1 Consists of shares of common stock purchased from employees to satisfy tax obligations in connection with the vesting of stock incentive awards.

Direct costs incurred to acquire the shares are included in the total cost of the shares. 22 Table of Contents 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 April 1-30, 2024 — — — $ 379,071 May 1-31, 2024 — — — $ 379,071 June 1-30, 2024 12,235 $ 2.63 — $ 346,893 Total 12,235 $ 2.63 — — 1 Consists of shares of common stock purchased from employees to satisfy tax obligations in connection with the vesting of stock incentive awards.

During the years ended June 30, 2023 and 2022, we repurchased 51,841 and 40,221 shares of our common stock under the repurchase plan at an average price of approximately $2.01 and $2.34 per share, respectively, for an aggregate amount of $104,250 and $93,918, respectively.

During the years ended June 30, 2024 and 2023, we repurchased 198,383 and 51,841 shares of our common stock under the repurchase plan at an average price of approximately $2.79 and $2.01 per share, respectively, for an aggregate amount of $554,202 and $104,250, respectively.

Because brokers and other institutions hold shares on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders. Dividends We have never declared or paid dividends on our common stock. In addition, our Loan and Security Agreement with Silicon Valley Bank prohibits us from paying cash dividends.

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.

Common Stock Repurchases Effective as of March 19, 2024, the Compensation Committee of our Board of Directors authorized the repurchase, on the last day of each trading window during which the outstanding awards remain outstanding and otherwise in accordance with our insider trading policies, of an aggregate value not exceeding $750,000, in addition to the prior remaining balance of outstanding common stock of $82,347 (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 through the end of fiscal year 2025.

Removed

As of June 30, 2022, $255,345 remained under the current authorization to repurchase our outstanding common stock from our employees.

Added

In addition, our Loan Agreement with PNC Bank prohibits us from paying cash dividends on or after the occurrence of an event of default or if an event of default would occur as a result thereof.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

28 edited+26 added−16 removed23 unchanged

2023 filing

2024 filing

Biggest changeThe following table summarizes the exchange rates used: Year Ended June 30, 2023 2022 Period end Euro : US Dollar exchange rate 1.09 1.05 Average period Euro : US Dollar exchange rate 1.05 1.13 Period end GBP : US Dollar exchange rate 1.27 1.21 Average period GBP : US Dollar exchange rate 1.20 1.34 Period end Mexican Peso : US Dollar exchange rate 0.06 0.05 Average period Mexican Peso : US Dollar exchange rate 0.05 0.05 24 Table of Contents Quarterly Information (Unaudited) The following table sets forth unaudited and quarterly financial data for the four quarters of fiscal years 2023 and 2022: June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Dec 31, Sept. 30, 2023 2023 2022 2022 2022 2022 2021 2021 Revenue: Platforms $ 2,303,375 $ 2,249,632 $ 2,110,272 $ 2,019,967 $ 1,886,845 $ 1,786,224 $ 1,604,829 $ 1,509,874 Transactions 7,656,342 8,092,794 6,606,394 6,664,676 6,675,164 6,971,128 6,267,458 6,232,630 Total revenue 9,959,717 10,342,426 8,716,666 8,684,643 8,562,009 8,757,352 7,872,287 7,742,504 Cost of revenue: Platforms 275,110 268,630 253,073 230,473 240,214 219,051 231,668 245,656 Transactions 5,764,064 6,046,523 5,059,766 5,104,922 5,038,653 5,299,804 4,802,959 4,836,473 Total cost of revenue 6,039,174 6,315,153 5,312,839 5,335,395 5,278,867 5,518,855 5,034,627 5,082,129 Gross profit: Platforms 2,028,265 1,981,002 1,857,199 1,789,494 1,646,631 1,567,173 1,373,161 1,264,218 Transactions 1,892,278 2,046,271 1,546,628 1,559,754 1,636,511 1,671,324 1,464,499 1,396,157 Total gross profit 3,920,543 4,027,273 3,403,827 3,349,248 3,283,142 3,238,497 2,837,660 2,660,375 Operating expenses: Sales and marketing 455,030 642,624 666,608 521,216 691,368 543,496 518,357 522,951 Technology and product dev. 991,093 953,677 922,132 875,290 1,049,430 971,959 868,236 821,460 General and administrative 1,649,333 1,871,590 1,613,664 1,519,424 1,663,671 1,629,371 1,616,135 1,497,223 Depreciation and amortization 22,163 18,332 6,342 5,812 5,507 4,988 4,260 2,896 Stock-based comp. expense 585,384 480,458 608,703 175,361 225,501 399,234 300,539 171,110 Foreign currency transaction loss (gain) (37,743) (72,547) (84,179) 72,516 91,279 29,394 11,982 11,243 Total operating expenses 3,665,260 3,894,134 3,733,270 3,169,619 3,726,756 3,578,442 3,319,509 3,026,883 Other income (expenses and income taxes) 120,463 103,703 73,913 34,936 5,347 (585) 264 (5,494) Net income (loss) 375,746 236,842 (255,530) 214,565 (438,267) (340,530) (481,585) (372,002) Basic income (loss) per common share: Net income (loss) per share $ 0.01 $ 0.01 $ (0.01) $ 0.01 $ (0.02) $ (0.01) $ (0.02) $ (0.01) Basic weighted average common shares outstanding 26,981,813 26,929,314 26,816,550 26,718,171 26,576,054 26,512,195 26,351,947 26,277,116 Diluted income (loss) per common share: Net income (loss) per share $ 0.01 $ 0.01 $ (0.01) $ 0.01 $ (0.02) $ (0.01) $ (0.02) $ (0.01) Diluted weighted average common shares outstanding 30,058,791 29,791,719 26,815,550 27,779,841 26,576,054 26,512,195 26,351,947 26,277,116 25 Table of Contents Comparison of the Years Ended June 30, 2023 and 2022 Results of Operations Year Ended June 30, 2023 2022 $ Change % Change Revenue: Platforms $ 8,683,246 $ 6,787,772 $ 1,895,474 27.9 % Transactions 29,020,206 26,146,380 2,873,826 11.0 % Total revenue 37,703,452 32,934,152 4,769,300 14.5 % Cost of revenue: Platforms 1,027,286 936,589 90,697 9.7 % Transactions 21,975,275 19,977,889 1,997,386 10.0 % Total cost of revenue 23,002,561 20,914,478 2,088,083 10.0 % Gross profit: Platforms 7,655,960 5,851,183 1,804,777 30.8 % Transactions 7,044,931 6,168,491 876,440 14.2 % Total gross profit 14,700,891 12,019,674 2,681,217 22.3 % Operating expenses: Sales and marketing 2,285,478 2,276,172 9,306 0.4 % Technology and product development 3,742,192 3,711,085 31,107 0.8 % General and administrative 6,654,011 6,406,400 247,611 3.9 % Depreciation and amortization 52,649 17,651 34,998 198.3 % Stock-based compensation expense 1,849,906 1,096,384 753,522 68.7 % Foreign currency transaction loss (gain) (121,953) 143,898 (265,851) (184.7) % Total operating expenses 14,462,283 13,651,590 810,693 5.9 % Income (loss) from operations 238,608 (1,631,916) 1,870,524 114.6 % Other income 338,617 7,154 331,463 4,633.3 % Income (loss) from operations before provision for income taxes 577,225 (1,624,762) 2,201,987 135.5 % Provision for income taxes (5,602) (7,622) 2,020 26.5 % Net income (loss) 571,623 (1,632,384) 2,204,007 135.0 % Revenue Years Ended June 30, 2023 2022 $ Change % Change Revenue: Platforms $ 8,683,246 $ 6,787,772 $ 1,895,474 27.9 % Transactions 29,020,206 26,146,380 2,873,826 11.0 % Total revenue $ 37,703,452 $ 32,934,152 $ 4,769,300 14.5 % 26 Table of Contents Total revenue increased $4,769,300, or 14.5%, for the year ended June 30, 2023 compared to the prior year, due to the following: Category Impact Key Drivers Platforms ↑ $ 1,895,474 Increased due to additional deployments to new and existing customers, and expansion from existing customers.

Biggest changeWe currently do not engage in any currency hedging activities. 27 Table of Contents The following table summarizes the exchange rates used: Year Ended June 30, 2024 2023 Period end Euro : US Dollar exchange rate 1.07 1.09 Average period Euro : US Dollar exchange rate 1.08 1.05 Period end GBP : US Dollar exchange rate 1.26 1.27 Average period GBP : US Dollar exchange rate 1.26 1.20 Period end Mexican Peso : US Dollar exchange rate 0.05 0.06 Average period Mexican Peso : US Dollar exchange rate 0.06 0.05 Quarterly Information (Unaudited) The following table sets forth unaudited and quarterly financial data for the four quarters of fiscal years 2024 and 2023: June 30, Mar. 31, Dec. 31, Sept. 30, June 30, Mar. 31, Dec. 31, Sept. 30, 2024 2024 2023 2023 2023 2023 2022 2022 Revenue: Platforms $ 4,277,338 $ 3,953,403 $ 3,125,584 $ 2,600,192 $ 2,303,375 $ 2,249,632 $ 2,110,272 $ 2,019,967 Transactions 7,856,176 8,162,269 7,188,158 7,460,779 7,656,342 8,092,794 6,606,394 6,664,676 Total revenue 12,133,514 12,115,672 10,313,742 10,060,971 9,959,717 10,342,426 8,716,666 8,684,643 Cost of revenue: Platforms 627,051 571,352 486,185 382,615 275,110 268,630 253,073 230,473 Transactions 5,863,596 6,062,388 5,343,755 5,646,791 5,764,064 6,046,523 5,059,766 5,104,922 Total cost of revenue 6,490,647 6,633,740 5,829,940 6,029,406 6,039,174 6,315,153 5,312,839 5,335,395 Gross profit: Platforms 3,650,287 3,382,051 2,639,399 2,217,577 2,028,265 1,981,002 1,857,199 1,789,494 Transactions 1,992,580 2,099,881 1,844,403 1,813,988 1,892,278 2,046,271 1,546,628 1,559,754 Total gross profit 5,642,867 5,481,932 4,483,802 4,031,565 3,920,543 4,027,273 3,403,827 3,349,248 Operating expenses: Sales and marketing 830,195 1,122,365 804,927 685,016 455,030 642,624 666,608 521,216 Technology and product dev. 1,489,491 1,371,754 1,336,558 1,244,579 991,093 953,677 922,132 875,290 General and administrative 1,917,908 2,027,073 2,023,848 2,542,868 1,649,333 1,871,590 1,613,664 1,519,424 Depreciation and amortization 311,004 309,898 155,749 59,620 22,163 18,332 6,342 5,812 Stock-based comp. expense 426,190 541,002 596,455 591,814 585,384 480,458 608,703 175,361 Foreign currency transaction loss (gain) 6,336 22,177 (13,738) 6,620 (37,743) (72,547) (84,179) 72,516 Total operating expenses 4,981,124 5,394,269 4,903,799 5,130,517 3,665,260 3,894,134 3,733,270 3,169,619 Other income (expenses and income taxes) (3,482,970) (11,362) 366,369 110,909 120,463 103,703 73,913 34,936 Net income (loss) $ (2,821,227) $ 76,301 $ (53,628) $ (988,043) $ 375,746 $ 236,842 $ (255,530) $ 214,565 Basic income (loss) per common share: Net income (loss) per share $ (0.09) $ - $ - $ (0.04) $ 0.01 $ 0.01 $ (0.01) $ 0.01 Basic weighted average common shares outstanding 30,314,522 30,020,652 28,092,945 27,052,445 26,981,813 26,929,314 26,816,550 26,718,171 Diluted income (loss) per common share: Net income (loss) per share $ (0.09) $ - $ - $ (0.04) $ 0.01 $ 0.01 $ (0.01) $ 0.01 Diluted weighted average common shares outstanding 30,314,522 33,511,242 28,092,945 27,052,445 30,058,791 29,791,719 26,815,550 27,779,841 28 Table of Contents Comparison of the Years Ended June 30, 2024 and 2023 Results of Operations Year Ended June 30, 2024 2023 $ Change % Change Revenue: Platforms $ 13,956,517 $ 8,683,246 $ 5,273,271 60.7 % Transactions 30,667,382 29,020,206 1,647,176 5.7 % Total revenue 44,623,899 37,703,452 6,920,447 18.4 % Cost of revenue: Platforms 2,067,203 1,027,286 1,039,917 101.2 % Transactions 22,916,530 21,975,275 941,255 4.3 % Total cost of revenue 24,983,733 23,002,561 1,981,172 8.6 % Gross profit: Platforms 11,889,314 7,655,960 4,233,354 55.3 % Transactions 7,750,852 7,044,931 705,921 10.0 % Total gross profit 19,640,166 14,700,891 4,939,275 33.6 % Operating expenses: Sales and marketing 3,442,503 2,285,478 1,157,025 50.6 % Technology and product development 5,442,382 3,742,192 1,700,190 45.4 % General and administrative 8,511,697 6,654,011 1,857,686 27.9 % Depreciation and amortization 836,271 52,649 783,622 1,488.4 % Stock-based compensation expense 2,155,461 1,849,906 305,555 16.5 % Foreign currency transaction loss (gain) 21,395 (121,953) 143,348 117.5 % Total operating expenses 20,409,709 14,462,283 5,947,426 41.1 % Income (loss) from operations (769,543) 238,608 (1,008,151) (422.5) % Other income 333,088 338,617 (5,529) (1.6) % Change in fair value of contingent earnout liability (3,237,071) — (3,237,071) — % Income (loss) from operations before provision for income taxes (3,673,526) 577,225 (4,250,751) (736.4) % Provision for income taxes (113,071) (5,602) (107,469) (1,918.4) % Net income (loss) $ (3,786,597) $ 571,623 $ (4,358,220) (762.4) % Revenue Years Ended June 30, 2024 2023 $ Change % Change Revenue: Platforms $ 13,956,517 $ 8,683,246 $ 5,273,271 60.7 % Transactions 30,667,382 29,020,206 1,647,176 5.7 % Total revenue $ 44,623,899 $ 37,703,452 $ 6,920,447 18.4 % 29 Table of Contents Total revenue increased $6,920,447, or 18.4%, for the year ended June 30, 2024 compared to the prior year, due to the following: Category Impact Key Drivers Platforms ↑ $ 5,273,271 Increased due to additional deployments to new and existing customers, expansion from existing customers and additional revenue from the ResoluteAI and Scite acquisitions.

Operating Activities Net cash provided by operating activities was $3,383,847 for the year ended June 30, 2023 and resulted primarily from an increase in net income, the fair value of vested restricted common stock of $1,418,718, an increase in accounts payable and accrued expenses of $1,337,056 and an increase in deferred revenue of $886,198, partially offset by an increase in accounts receivable of $901,518.

Net cash provided by operating activities was $3,383,847 for the year ended June 30, 2023 and resulted primarily from an increase in net income, the fair value of vested restricted common stock of $1,418,718, an increase in accounts payable and accrued expenses of $1,337,056 and an increase in deferred revenue of $886,198, partially offset by an increase in accounts receivable of $901,518.

Off-Balance Sheet Arrangements We do not have any off-balance sheet arrangements. Recently Issued Accounting Pronouncements For information about recently issued accounting standards, refer to Note 2 to our Consolidated Financial Statements appearing elsewhere in this report. Item 7A. Quantitative and Qualitative Disclosures About Market Risk Not required. 31 Table of Contents

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 years ended June 30, 2023 and 2022 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report.

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 years ended June 30, 2024 and 2023 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report.

Financing Activities Net cash used in financing activities was $97,259 for the year ended June 30, 2023 and resulted from the repurchase of common stock of $104,250 and the payment of contingent acquisition consideration of $50,509, partially offset by the proceeds from the exercise of options of $57,500.

Net cash used in financing activities was $97,259 for the year ended June 30, 2023 and resulted from the repurchase of common stock of $104,250 and the payment of contingent acquisition consideration of $50,509 pertaining to FIZ acquisition, partially offset by the proceeds from the exercise of options of $57,500.

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 30 Table of Contents decisions and in communications with our board of directors concerning our financial 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.

We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our 22 Table of Contents cloud-based SaaS research intelligence platform (“Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

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 (“Platform” and “Platforms”) and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).

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.

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.

In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. We established an allowance for doubtful accounts of $85,015 and $94,144 as of June 30, 2023 and 2022, respectively.

In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses and an overall assessment of past due trade accounts receivable outstanding. We established an allowance for doubtful accounts of $68,579 and $85,051 as of June 30, 2024 and 2023, respectively.

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.

In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, we estimate and record a specific reserve for bad debts, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected.

We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, we estimate and record a specific reserve for bad debts, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected.

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 as of June 30, 2023: 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.

Overview Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with five wholly owned subsidiaries as of June 30, 2024: Reprints Desk, Inc., a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S. de R.L. de C.V., an entity organized under the laws of Mexico, and RESSOL LA, S.

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.

We define Adjusted EBITDA as net income (loss), plus interest expense, other income (expense) including any change in fair value of contingent earnout liability, 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.

We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage. 21 Table of Contents 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.

Liquidity and Capital Resources Year Ended June 30, 2023 2022 Consolidated Statements of Cash Flow Data: Net cash provided by (used in) operating activities $ 3,383,847 $ (417,200) Net cash used in investing activities (344,659) (44,288) Net cash provided by (used in) financing activities (97,259) 63,270 Effect of exchange rate changes 229 (2,944) Net increase (decrease) in cash and cash equivalents 2,942,158 (401,162) Cash and cash equivalents, beginning of period 10,603,175 11,004,337 Cash and cash equivalents, end of period $ 13,545,333 $ 10,603,175 Liquidity As of June 30, 2023, we had cash and cash equivalents of $13,545,333, compared to $10,603,175 as of June 30, 2022, an increase of $2,942,158.

Liquidity and Capital Resources Year Ended June 30, 2024 2023 Consolidated Statements of Cash Flow Data: Net cash provided by operating activities $ 3,550,954 $ 3,383,847 Net cash used in investing activities (10,095,256) (344,659) Net cash used in financing activities (905,851) (97,259) Effect of exchange rate changes 4,851 229 Net increase (decrease) in cash and cash equivalents (7,445,302) 2,942,158 Cash and cash equivalents, beginning of period 13,545,333 10,603,175 Cash and cash equivalents, end of period $ 6,100,031 $ 13,545,333 Liquidity As of June 30, 2024, we had cash and cash equivalents of $6,100,031 compared to $13,543,333 as of June 30, 2023, a decrease of $7,445,302.

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.

Revenue is recognized ratably over the term of the subscription agreement, which is typically one year for commercial customers and monthly for individual subscribers, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the year ended June 30, 2023 and 2022: Years Ended June 30, 2023 2022 $ Change Net income (loss) $ 571,623 $ (1,632,384) $ 2,204,007 Add (deduct): Other (income) expense (338,617) (7,154) (331,463) Foreign currency transaction loss (gain) (121,953) 143,898 (265,851) Provision for income taxes 5,602 7,622 (2,020) Depreciation and amortization 52,649 17,651 34,998 Stock-based compensation 1,849,906 1,096,384 753,522 Adjusted EBITDA $ 2,019,210 $ (373,983) $ 2,393,193 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.

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the year ended June 30, 2024 and 2023: Years Ended June 30, 2024 2023 $ Change % Change Net income (loss) $ (3,786,597) $ 571,623 $ (4,358,220) (762.4) % Add (deduct): Other (income) expense 2,903,983 (338,617) 3,242,600 957.6 % Foreign currency transaction loss (gain) 21,395 (121,953) 143,348 117.5 % Provision for income taxes 113,071 5,602 107,469 1,918.4 % Depreciation and amortization 836,271 52,649 783,622 1,488.4 % Stock-based compensation 2,155,461 1,849,906 305,555 16.5 % Adjusted EBITDA $ 2,243,584 $ 2,019,210 $ 224,374 11.1 % 33 Table of Contents 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.

We estimate the fair value of restricted stock awards to employees and directors using the market price of our common stock on the date of grant, and the value of the portion of the award that is ultimately expected to vest is recognized as expense over the required service period in our Statements of Operations. 23 Table of Contents 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.

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. 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.

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.

Investing Activities Net cash used in investing activities was $344,659 for the year ended June 30, 2023 and primarily from the payment for non-refundable deposit for asset acquisition of $297,450. Net cash used in investing activities was $44,288 for the year ended June 30, 2022 and resulted from the purchase of property and equipment.

Net cash used in investing activities was $344,659 for the year ended June 30, 2023 and primarily from the payment for non-refundable deposit for asset acquisition of $297,450. 32 Table of Contents Financing Activities Net cash used in financing activities was $905,851 for the year ended June 30, 2024 and resulted from repurchase of common stock of $554,202 and the payment of contingent acquisition consideration of $351,649 pertaining to FIZ acquisition.

Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost. Allowance for doubtful accounts We evaluate the collectability of our trade accounts receivable based on a number of factors.

Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost. Allowance for Credit Losses Our trade accounts receivable are recorded at amounts billed to customers and presented on the balance sheet net of the allowance for estimated credit losses.

Transactions ↑ $ 2,873,826 Increased due to higher paid order volume and pricing initiatives, including additional paid order volume due to the FIZ asset acquisition which was effective January 1, 2023. Cost of Revenue Years Ended June 30, 2023 2022 $ Change % Change Cost of Revenue: Platforms $ 1,027,286 $ 936,589 $ 90,697 9.7 % Transactions 21,975,275 19,977,889 1,997,386 10.0 % Total cost of revenue $ 23,002,561 $ 20,914,478 $ 2,088,083 10.0 % Years Ended June 30, 2023 2022 % Change * As a percentage of revenue: Platforms 11.8 % 13.8 % (2.0) % Transactions 75.7 % 76.4 % (0.7) % Total 61.0 % 63.5 % (2.5) % * 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 2.5%, from 63.5% for the previous year to 61.0%, for the year ended June 30, 2023. Impact as percentage Category of revenue Key Drivers Platforms ↓ 2.0 % Decreased primarily due to lower software expense and proportionally lower personnel costs.

Transactions ↑ $ 1,647,176 Increased primarily due to organic higher paid order volume and additional paid order volume due to the FIZ asset acquisition. Cost of Revenue Years Ended June 30, 2024 2023 $ Change % Change Cost of Revenue: Platforms $ 2,067,203 $ 1,027,286 $ 1,039,917 101.2 % Transactions 22,916,530 21,975,275 941,255 4.3 % Total cost of revenue $ 24,983,733 $ 23,002,561 $ 1,981,172 8.6 % Years Ended June 30, 2024 2023 % Change * As a percentage of revenue: Platforms 14.8 % 11.8 % 3.0 % Transactions 74.7 % 75.7 % (1.0) % Total 56.0 % 61.0 % (5.0) % * 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 5.0%, from 61.0% for the previous year to 56.0%, for the year ended June 30, 2024. Impact as percentage Category of revenue Key Drivers Platforms ↑ 3.0 % Increased primarily due to proportionally greater hosting costs from ResoluteAI.

Transactions ↓ 0.7 % Decreased primarily due to lower personnel costs and expansion in copyright margins. 27 Table of Contents Gross Profit Years Ended June 30, 2023 2022 $ Change % Change Gross Profit: Platforms $ 7,655,960 $ 5,851,183 $ 1,804,777 30.8 % Transactions 7,044,931 6,168,491 876,440 14.2 % Total gross profit $ 14,700,891 $ 12,019,674 $ 2,681,217 22.3 % Years Ended June 30, 2023 2022 % Change* As a percentage of revenue: Platforms 88.2 % 86.2 % 2.0 % Transactions 24.3 % 23.6 % 0.7 % Total 39.0 % 36.5 % 2.5 % * The difference between current and prior period gross profit as a percentage of revenue Operating Expenses Years Ended June 30, 2023 2022 $ Change % Change Operating Expenses: Sales and marketing $ 2,285,478 $ 2,276,172 $ 9,306 0.4 % Technology and product development 3,742,192 3,711,085 31,107 0.8 % General and administrative 6,654,011 6,406,400 247,611 3.9 % Depreciation and amortization 52,649 17,651 34,998 198.3 % Stock-based compensation expense 1,849,906 1,096,384 753,522 68.7 % Foreign currency transaction loss (gain) (121,953) 143,898 (265,851) (184.7) % Total operating expenses $ 14,462,283 $ 13,651,590 $ 810,693 5.9 % Category Impact Key Drivers Sales and marketing ↑ $ 9,306 Increased primarily due to greater personnel costs and marketing discretionary spend mostly offset by lower consulting expenses.

Transactions ↓ 1.0 % Decreased primarily due to higher copyright margins. 30 Table of Contents Gross Profit Years Ended June 30, 2024 2023 $ Change % Change Gross Profit: Platforms $ 11,889,314 $ 7,655,960 $ 4,233,354 55.3 % Transactions 7,750,852 7,044,931 705,921 10.0 % Total gross profit $ 19,640,166 $ 14,700,891 $ 4,939,275 33.6 % Years Ended June 30, 2024 2023 % Change* As a percentage of revenue: Platforms 85.2 % 88.2 % (3.0) % Transactions 25.3 % 24.3 % 1.0 % Total 44.0 % 39.0 % 5.0 % * The difference between current and prior period gross profit as a percentage of revenue Operating Expenses Years Ended June 30, 2024 2023 $ Change % Change Operating Expenses: Sales and marketing $ 3,442,503 $ 2,285,478 $ 1,157,025 50.6 % Technology and product development 5,442,382 3,742,192 1,700,190 45.4 % General and administrative 8,511,697 6,654,011 1,857,686 27.9 % Depreciation and amortization 836,271 52,649 783,622 1,488.4 % Stock-based compensation expense 2,155,461 1,849,906 305,555 16.5 % Foreign currency transaction loss (gain) 21,395 (121,953) 143,348 117.5 % Total operating expenses $ 20,409,709 $ 14,462,283 $ 5,947,426 41.1 % Category Impact Key Drivers Sales and marketing ↑ $ 1,157,025 Increased primarily due to greater personnel costs, including costs from the ResoluteAI and Scite transactions, and marketing discretionary spend partially offset by lower consulting expenses.

DE C.V., an entity organized under the laws of Mexico. 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.

Net cash used in operating activities was $417,200 for the year ended June 30, 2022 and resulted primarily from an increase in deferred revenue of $734,175 and a decrease in prepaid royalties of $58,269, partially offset by an increase in accounts receivable of $534,092.

Operating Activities Net cash provided by operating activities was $3,550,954 for the year ended June 30, 2024 and resulted primarily from an increase in fair value of vested restricted common stock of $1,994,362, an increase in deferred revenue of $921,879 and an increase in accounts payable and accrued expenses of $560,027, partially offset by an increase in accounts receivable of $344,020.

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When one or more of the Platform solutions are used to purchase Transactions, customers pay for those transactions through monthly billing or via credit card for individual researchers.

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We currently do not engage in any currency hedging activities.

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Technology and product development ↑ $ 31,107 Increased due to greater software development personnel costs partially offset by lower consulting and recruiting expenses.

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General and administrative ↑ $ 247,611 Increased due to greater recruiting, legal and travel expenses and personnel costs partially offset by lower accounting and consulting expenses. Provision for Income Taxes During the years ended June 30, 2023 and 2022 we recorded a provision for income taxes of $5,602 and $7,622, respectively, a decrease of $2,020.

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These tools allow for searching and identifying relevant research and then purchasing that research through one of our other solutions.

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Net Income (Loss) Year Ended June 30, 2023 2022 $ Change % Change Net Income (Loss): Net income (loss): $ 571,623 $ (1,632,384) $ 2,204,007 135.0 % 28 Table of Contents Net loss decreased $2,204,007 or 135%, for the year ended June 30, 2023 compared to the prior year, primarily due to increased gross profit, partially offset by increased operating expenses as described above.

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This increase was primarily due to cash provided by operating activities.

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Net cash provided by financing activities was $63,270 for the year ended June 30, 2022 and resulted from the proceeds from the exercise of options of $97,688 and the proceeds from the exercise of warrants of $59,500, partially offset by the repurchase of common stock of $93,918.

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We leverage our Platform’s efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

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The line of credit matures on February 28, 2024, and is subject to certain financial and performance covenants with which we 29 Table of Contents were in compliance as of June 30, 2023.

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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%.

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Manage – Our References solution allows users to access the article inside the Platform including setting up personal folders or team folders and allows researchers to markup and take notes on the articles in a supported browser on a desktop or tablet.

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The interest rate on the line of credit was 9.25% as of June 30, 2023. The line of credit was secured by our consolidated assets. There were no outstanding borrowings under the line as of June 30, 2023 and June 30, 2022, respectively. As of June 30, 2023, there was approximately $2,264,000 of available credit.

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On March 27, 2023, First Citizens BancShares, Inc entered into an agreement with the Federal Deposit Insurance Corporation (FDIC) to purchase all of the assets and liabilities of SVB.

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We have confirmed that the Loan and Security Agreement remains in effect post this transaction and that, in addition to having access to all of our deposits with SVB, we continue to have access to the revolving line of credit.

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On March 28, 2023, we announced that we are continuing to evaluate the Loan and Security Agreement and relationship with SVB and that we have opened accounts with two additional banks as part of exploring an overall banking diversification strategy as well as additional access to lending facilities.

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While a vast majority of the articles are available in electronic form, the Company also has workflows to deliver older paper-based articles through relationships we have built with libraries around the world. 25 Table of Contents 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.

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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.

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Technology and product development ↑ $ 1,700,190 Increased due to greater software development personnel costs, primarily from the onboarding personnel from ResoluteAI and Scite, but also due to organic growth in personnel cost.

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General and administrative ↑ $ 1,857,686 Increased due to greater personnel costs, primarily from the onboarding of Resolute AI and Scite and greater legal expenses, partially offset by lower recruiting expenses. Greater legal expenses include proxy-related and acquisition-related costs.

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Greater personnel costs include separation costs paid to a former officer as result of the resolution of the proxy matter. Provision for Income Taxes During the years ended June 30, 2024 and 2023 we recorded a provision for income taxes of $113,071 and $5,602, respectively, an increase of $107,469, which was largely due to an increase in income tax related to our ResSol LA subsidiary. 31 Table of Contents Net Income (Loss) Year Ended June 30, 2024 2023 $ Change % Change Net Income (Loss): Net income (loss): $ (3,786,597) $ 571,623 $ (4,358,220) (762.4) % Net income decreased $4,358,220 or 762.4%, for the year ended June 30, 2024 compared to the prior year, due to increased operating expenses, primarily in intangibles amortization and depreciation expenses associated with our acquisition accounting, and charges on our other income line related to increasing the estimated earn out liability associated with the acquisitions completed in fiscal year 2024.

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This decrease was primarily due to cash used in investing activities, primarily related to the acquisitions completed in fiscal year 2024.

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Investing Activities Net cash used in investing activities was $10,095,256 for the year ended June 30, 2024 and resulted primarily from the payment for the Scite acquisition of $7,305,493 and the payment for the ResoluteAI acquisition of $2,718,253.

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There were no outstanding borrowings on the line of credit at maturity and all security interests and liens related to the Loan and Security Agreement have been released. On April 15, 2024, we entered into a Loan Agreement (the “PNC Loan Agreement”) with PNC Bank, National Association (“PNC”), as lender.

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Pursuant to the PNC Loan Agreement, we entered into a Revolving Line of Credit Note (the “PNC Note”) with PNC, which provides for a $500,000 secured revolving line of credit that matures on April 15, 2025 and bears interest annually at the daily SOFR rate plus 2.5%, with accrued interest due and payable monthly.

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The PNC Note contains customary events of default including, among other things, payment defaults, material misrepresentations, breaches of covenants, revocation of guarantee, certain bankruptcy and insolvency events. There were no outstanding borrowings under the line of credit as of June 30, 2024.

What changed in Research Solutions, Inc.'s 10-K — 2023 vs 2024

Top changes in Research Solutions, Inc.'s 2024 10-K

Item 1. Business

Item 1A. Risk Factors

Item 3. Legal Proceedings

Item 4. Mine Safety Disclosures

Item 5. Market for Registrant's Common Equity

Item 7. Management's Discussion & Analysis

Other RSSS 10-K year-over-year comparisons