Research Solutions, Inc. - FORM 10-Q

Attached files

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EX-32.2 - EX-32.2 - Research Solutions, Inc.	rsss-20210331ex3222927e5.htm
EX-32.1 - EX-32.1 - Research Solutions, Inc.	rsss-20210331ex3213e2518.htm
EX-31.2 - EX-31.2 - Research Solutions, Inc.	rsss-20210331ex312cd77cd.htm
EX-31.1 - EX-31.1 - Research Solutions, Inc.	rsss-20210331ex31148db66.htm
EX-10.2 - EX-10.2 - Research Solutions, Inc.	rsss-20210331ex102cf67ae.htm
EX-10.1 - EX-10.1 - Research Solutions, Inc.	rsss-20210331ex101931524.htm

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended: March 31, 2021

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

For the transition period from _____________ to _____________

Commission File No. 001-39256

RESEARCH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Nevada	11-3797644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Address not applicable¹	N/A
(Address of principal executive offices)	(Zip Code)

(310) 477-0354

(Registrant’s telephone number, including area code)

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

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

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

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

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer þ	Smaller reporting company þ
	Emerging growth company ☐

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

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

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


Title of Class		Number of Shares Outstanding on May 7, 2021
Common Stock, $0.001 par value		26,352,008

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

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TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3. Quantitative and Qualitative Disclosures About Market Risk	30
Item 4. Controls and Procedures	30

PART II — OTHER INFORMATION	31
Item 1A. Risk Factors	31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 6. Exhibits	32

SIGNATURES	33

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PART 1 — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets


	March 31,
	2021		June 30,
	(unaudited)		2020
Assets
Current assets:
Cash and cash equivalents	$	11,233,562	$	9,311,556
Accounts receivable, net of allowance of $56,042 and $88,485, respectively		5,013,089		4,449,260
Prepaid expenses and other current assets		317,220		241,747
Prepaid royalties		743,513		720,367
Total current assets		17,307,384		14,722,930

Other assets:
Property and equipment, net of accumulated depreciation of $819,607 and $804,999, respectively		15,165		11,276
Deposits and other assets		878		6,155
Right of use asset, net of accumulated amortization of $463,022 and $390,691, respectively		—		72,331
Total assets	$	17,323,427	$	14,812,692

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	7,558,319	$	6,349,845
Deferred revenue		4,601,473		3,524,507
Lease liability, current portion		—		79,326
Total current liabilities		12,159,792		9,953,678

Commitments and contingencies

Stockholders’ equity:
Preferred stock; $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding		—		—
Common stock; $0.001 par value; 100,000,000 shares authorized; 26,352,008 and 26,032,263 shares issued and outstanding, respectively		26,352		26,032
Additional paid-in capital		26,631,985		26,134,819
Accumulated deficit		(21,373,012)		(21,176,799)
Accumulated other comprehensive loss		(121,690)		(125,038)
Total stockholders’ equity		5,163,635		4,859,014
Total liabilities and stockholders’ equity	$	17,323,427	$	14,812,692

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

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

(Unaudited)


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2021		2020		2021		2020

Revenue:
Platforms	$	1,344,183	$	1,017,789	$	3,706,406	$	2,824,059
Transactions		6,996,349		7,029,617		19,832,286		20,348,898
Total revenue		8,340,532		8,047,406		23,538,692		23,172,957

Cost of revenue:
Platforms		233,696		177,919		654,651		490,897
Transactions		5,404,196		5,330,473		15,340,243		15,552,711
Total cost of revenue		5,637,892		5,508,392		15,994,894		16,043,608
Gross profit		2,702,640		2,539,014		7,543,798		7,129,349

Operating expenses:
Selling, general and administrative		2,650,504		2,544,659		7,728,990		7,956,446
Depreciation and amortization		2,066		5,510		8,828		19,908
Total operating expenses		2,652,570		2,550,169		7,737,818		7,976,354

Income (loss) from operations		50,070		(11,155)		(194,020)		(847,005)

Other income		250		23,662		884		75,738

Income (loss) from operations before provision for income taxes		50,320		12,507		(193,136)		(771,267)
Provision for income taxes		(572)		(561)		(3,077)		(7,861)

Income (loss) from continuing operations		49,748		11,946		(196,213)		(779,128)

Gain from sale of discontinued operations		—		—		—		117,445

Net income (loss)		49,748		11,946		(196,213)		(661,683)

Other comprehensive income (loss):
Foreign currency translation		(3,333)		(14,677)		3,348		(16,702)
Comprehensive income (loss)	$	46,415	$	(2,731)	$	(192,865)	$	(678,385)

Basic income (loss) per common share:
Income (loss) per share from continuing operations	$	0.00	$	—	$	(0.01)	$	(0.03)
Income per share from discontinued operations	$	—	$	—	$	—	$	—
Net income (loss) per share	$	0.00	$	—	$	(0.01)	$	(0.03)
Basic weighted average common shares outstanding		26,027,665		24,960,394		25,966,072		24,411,888

Diluted income (loss) per common share:
Income (loss) per share from continuing operations	$	0.00	$	—	$	(0.01)	$	(0.03)
Income per share from discontinued operations	$	—	$	—	$	—	$	—
Net income (loss) per share	$	0.00	$	—	$	(0.01)	$	(0.03)
Diluted weighted average common shares outstanding		26,565,892		25,717,403		25,966,072		24,411,888

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended March 31, 2021

(Unaudited)


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

Balance, December 31, 2020	26,266,008	$	26,266	$	26,709,401	$	(21,422,760)	$	(118,357)	$	5,194,550

Fair value of vested stock options	—		—		85,151		—		—		85,151

Fair value of vested restricted common stock	20,079		20		94,174		—		—		94,194

Repurchase of common stock	(10,750)		(11)		(23,101)		—		—		(23,112)

Repurchase of stock options and warrants	—		—		(308,313)		—		—		(308,313)

Common stock issued upon exercise of stock options	76,671		77		74,673		—		—		74,750

Net income for the period	—		—		—		49,748		—		49,748

Foreign currency translation	—		—		—		—		(3,333)		(3,333)

Balance, March 31, 2021	26,352,008	$	26,352	$	26,631,985	$	(21,373,012)	$	(121,690)	$	5,163,635

Balance, July 1, 2020	26,032,263	$	26,032	$	26,134,819	$	(21,176,799)	$	(125,038)	$	4,859,014

Fair value of vested stock options	—		—		504,936		—		—		504,936

Fair value of vested restricted common stock	163,553		163		280,985		—		—		281,148

Repurchase of common stock	(67,417)		(67)		(150,319)		—		—		(150,386)

Repurchase of stock options and warrants	—		—		(308,313)		—		—		(308,313)

Common stock issued upon exercise of stock options	158,609		159		88,691		—		—		88,850

Common stock issued upon exercise of warrants	65,000		65		81,186		—		—		81,251

Net loss for the period	—		—		—		(196,213)		—		(196,213)

Foreign currency translation	—		—		—		—		3,348		3,348

Balance, March 31, 2021	26,352,008	$	26,352	$	26,631,985	$	(21,373,012)	$	(121,690)	$	5,163,635

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity

For the Three and Nine Months Ended March 31, 2020

(Unaudited)


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

Balance, December 31, 2019	24,475,556	$	24,476	$	24,098,311	$	(21,188,186)	$	(111,610)	$	2,822,991

Fair value of vested stock options	—		—		56,712		—		—		56,712

Fair value of vested restricted common stock	12,500		13		85,513		—		—		85,526

Repurchase of common stock	(25,150)		(25)		(69,138)		—		—		(69,163)

Common stock issued upon exercise of stock options	71,666		71		(71)		—		—		—

Common stock issued upon exercise of warrants	1,500,000		1,500		1,873,500		—		—		1,875,000

Net loss for the period	—		—		—		11,946		—		11,946

Foreign currency translation	—		—		—		—		(14,677)		(14,677)

Balance, March 31, 2020	26,034,572	$	26,035	$	26,044,827	$	(21,176,240)	$	(126,287)	$	4,768,335

Balance, July 1, 2019	24,375,948	$	24,376	$	23,631,481	$	(20,514,557)	$	(109,585)	$	3,031,715

Fair value of vested stock options	—		—		552,902		—		—		552,902

Fair value of vested restricted common stock	96,478		97		255,543		—		—		255,640

Repurchase of common stock	(96,400)		(95)		(268,442)		—		—		(268,537)

Common stock issued upon exercise of stock options	158,546		157		(157)		—		—		—

Common stock issued upon exercise of warrants	1,500,000		1,500		1,873,500		—		—		1,875,000

Net loss for the period	—		—		—		(661,683)		—		(661,683)

Foreign currency translation	—		—		—		—		(16,702)		(16,702)

Balance, March 31, 2020	26,034,572	$	26,035	$	26,044,827	$	(21,176,240)	$	(126,287)	$	4,768,335

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Nine Months Ended
	March 31,
	2021		2020

Cash flow from operating activities:
Net loss	$	(196,213)	$	(661,683)
Adjustment to reconcile net loss to net cash provided by operating activities:
Gain from sale of discontinued operations		—		(117,445)
Depreciation and amortization		8,828		19,908
Amortization of lease right		72,331		89,462
Fair value of vested stock options		504,936		552,902
Fair value of vested restricted common stock		281,148		255,640
Changes in operating assets and liabilities:
Accounts receivable		(563,829)		(618,324)
Prepaid expenses and other current assets		(75,473)		133,871
Prepaid royalties		(23,146)		(566,379)
Deposits and other assets		5,360		8,094
Accounts payable and accrued expenses		1,208,474		1,311,842
Deferred revenue		1,076,966		991,981
Lease liability		(79,326)		(95,738)
Net cash provided by operating activities		2,220,056		1,304,131

Cash flow from investing activities:
Purchase of property and equipment		(11,853)		—
Net cash used in investing activities		(11,853)		—

Cash flow from financing activities:
Proceeds from the exercise of stock options		88,850		—
Proceeds from the exercise of warrants		81,251		1,875,000
Common stock repurchase and retirement		(150,386)		(268,537)
Repurchase of stock options and warrants		(308,313)		—
Net cash provided by (used in) financing activities		(288,598)		1,606,463

Effect of exchange rate changes		2,401		(14,424)
Net increase in cash and cash equivalents		1,922,006		2,896,170
Cash and cash equivalents, beginning of period		9,311,556		5,353,090
Cash and cash equivalents, end of period	$	11,233,562	$	8,249,260

Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	3,077	$	7,861

See notes to condensed consolidated financial statements

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RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Nine Months Ended March 31, 2021 and 2020 (Unaudited)

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

Organization

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

Nature of Business

We provide two service offerings to our customers: annual licenses that allow customers to access and utilize certain premium features of our cloud based software-as-a-service (“SaaS”) research intelligence platform (“Platforms”) and the transactional sale of published scientific, technical, and medical (“STM”) content managed, sourced and delivered through the Platform (“Transactions”). Platforms and Transactions are packaged as a single solution that enable life science and other research intensive organizations to speed up research and development activities with faster, single sourced access and management of content and data used throughout the intellectual property development lifecycle.

Platforms

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

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

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

Transactions

Our Platform provides our customers with a single source to the universe of published STM content that includes over 70 million existing STM articles and over one million newly published STM articles each year. STM content is sold to our customers on a transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users.

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. 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

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distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of minutes.

Principles of Consolidation

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

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2020 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2020 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

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

Note 2. Summary of Significant Accounting Policies

Use of Estimates

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

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

Concentration of Credit Risk

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

Cash denominated in Euros with a US Dollar equivalent of $114,525 and $134,175 at March 31, 2021 and June 30, 2020, respectively, was held by Reprints Desk in accounts at financial institutions located in Europe.

The Company has no customers that represent 10% of revenue or more for the three and nine months ended March 31, 2021 and 2020.

The Company has no customers that accounted for greater than 10% of accounts receivable at March 31, 2021 and June 30, 2020.

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The following table summarizes vendor concentrations:


	Three Months Ended				Nine Months Ended
	March 31,				March 31,
	2021		2020		2021		2020
Vendor A	22	%	19	%	19	%	21	%
Vendor B	13	%	13	%	13	%	13	%
Vendor C	*		*		*		*

* Less than 10%

Revenue Recognition

The Company accounts for revenue in accordance 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. The Company adopted the guidance of ASC 606 on July 1, 2018.

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

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

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and

●

recognize revenue as the performance obligation is satisfied.

Platforms

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

Transactions

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

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Deferred Revenue

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

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

Cost of Revenue

Platforms

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

Transactions

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

Stock-Based Compensation

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

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

Foreign Currency

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

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to a loss of $6,648 and $8,648 for the three months ended March 31, 2021 and 2020, respectively and a gain of $35,070 and a loss of $15,315 for the nine months ended March 31, 2021 and 2020, respectively. Cash denominated in Euros with a US Dollar equivalent of $114,525 and $134,175 at March 31, 2021 and June 30, 2020, respectively, was held in accounts at financial institutions located in Europe.

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The following table summarizes the exchange rates used:


	Nine Months Ended		Year Ended
	March 31,		June 30,
	2021	2020	2020	2019
Period end Euro : US Dollar exchange rate	1.17	1.10	1.12	1.14
Average period Euro : US Dollar exchange rate	1.18	1.11	1.14	1.14

Period end Mexican Peso : US Dollar exchange rate	0.05	0.04	0.04	0.05
Average period Mexican Peso : US Dollar exchange rate	0.05	0.05	0.05	0.05

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive. At March 31, 2021 potentially dilutive securities include options to acquire 3,261,203 shares of common stock, warrants to acquire 220,000 shares of common stock and unvested restricted common stock of 241,197. At March 31, 2020 potentially dilutive securities include options to acquire 3,324,580 shares of common stock, warrants to acquire 385,000 shares of common stock and unvested restricted common stock of 219,926. The dilutive effect of potentially dilutive securities is reflected in diluted net income per share if the exercise prices were lower than the average fair market value of common shares during the reporting period.

Basic and diluted net loss per common share is the same for the nine months ended March 31, 2021 and 2020 because all stock options, warrants, and unvested restricted common stock are anti-dilutive. For the three months ended March 31, 2021 and 2020, the calculation of diluted earnings per share includes unvested restricted common stock, stock options and warrants, calculated under the treasury stock method.

Recently Issued Accounting Pronouncements

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

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

Note 3. Line of Credit

The Company entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of March 31, 2021. 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, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime

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rate and 5.5%. The interest rate on the line of credit was 5.5% as of March 31, 2021. The line of credit is secured by the Company’s consolidated assets.

There were no outstanding borrowings under the line as of March 31, 2021 and June 30, 2020, respectively. As of March 31, 2021, there was approximately $1,888,000 of available credit.

Note 4. Lease Obligations

On December 30, 2016, the Company entered into a 48 month non-cancellable lease for its office facilities that will require monthly payments ranging from $10,350 to $11,475 through January 2021. In accounting for the lease, the Company adopted ASU 2016-02, Leases which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. The Company classified the lease as an operating lease and determined that the value of the lease assets and liability at the inception of the lease was $463,000 using a discount rate of 3.75%. During the nine months ended March 31, 2021, the Company made payments of $79,326 towards the lease liability. As of March 31, 2021 and June 30, 2020, lease liability amounted to $0 and $79,326, respectively. ASU 2016-02 requires recognition in the statement of operations of a single lease cost, calculated so that the cost of the lease is allocated over the lease term, generally on a straight-line basis. Rent expense, including real estate taxes, for the nine months ended March 31, 2021 and 2020 was $35,065 and $97,275, respectively. The right of use asset at June 30, 2020 was $72,331. During the nine months ended March 31, 2021, the Company reflected amortization of right of use asset of $72,331 related to this lease, resulting in a net asset balance of $0 as of March 31, 2021.

On October 8, 2019, the Company entered into an agreement to sublease its office facilities from November 1, 2019 through January 31, 2021, the end of the lease term, for $8,094 per month with one month of abated rent. The Company recorded rent income of $56,658 during the nine months ended March 31, 2021. This amount is reflected as an offset to rent expense that is included in general and administrative expenses in the accompanying statements of operations.

Note 5. Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. On November 17, 2020, the Company's stockholders approved an increase in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 2,374,513 to 3,374,513. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of March 31, 2021, there were 1,129,483 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan.

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

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The following table summarizes vested and unvested stock option activity:


	All Options			Vested Options			Unvested Options
		Weighted			Weighted			Weighted
		Average			Average			Average
		Exercise			Exercise			Exercise
	Shares	Price		Shares	Price		Shares	Price
Outstanding at June 30, 2020	3,327,580	$	1.56	3,081,745	$	1.50	245,835	$	2.34
Granted	478,143		2.27	250,000		2.13	228,143		2.43
Options vesting	—		—	136,749		2.27	(136,749)		2.27
Exercised	(274,520)		1.34	(274,520)		1.34	—		—
Forfeited/Repurchased	(270,000)		1.38	(246,250)		1.32	(23,750)		1.99
Outstanding at March 31, 2021	3,261,203	$	1.70	2,947,724	$	1.62	313,479	$	2.47

The weighted average remaining contractual life of all options outstanding as of March 31, 2021 was 5.64 years. The remaining contractual life for options vested and exercisable at March 31, 2021 was 5.27 years. Furthermore, the aggregate intrinsic value of options outstanding as of March 31, 2021 was $2,328,000, and the aggregate intrinsic value of options vested and exercisable at March 31, 2021 was $2,318,659, in each case based on the fair value of the Company’s common stock on March 31, 2021.

During the nine months ended March 31, 2021, the Company granted 478,143 options to employees with a fair value of $571,170 which amount will be amortized over the vesting period. The total fair value of options that vested during the nine months ended March 31, 2021 was $504,936 and is included in selling, general and administrative expenses in the accompanying statement of operations. As of March 31, 2021, the amount of unvested compensation related to stock options was $351,799 which will be recorded as an expense in future periods as the options vest. During the nine months ended March 31, 2021, the Company issued 158,609 net shares of common stock upon the exercise of options underlying 274,520 shares of common stock, resulting in net cash proceeds of $88,850.

On March 31, 2021 the Company repurchased options underlying 243,750 shares of stock from a former director for $213,312.50. The entire amount was charged to equity.

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the nine months ended March 31, 2021 and 2020.


	Nine Months Ended
	March 31,
	2021		2020
Expected dividend yield	0	%	0	%
Risk-free interest rate	0.37% - 0.73	%	1.37% - 1.69	%
Expected life (in years)	5 - 6		5 - 6
Expected volatility	57 - 63	%	62 - 64	%

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Additional information regarding stock options outstanding and exercisable as of March 31, 2021 is as follows:


	Option		Remaining
	Exercise	Options	Contractual	Options
	Price	Outstanding	Life (in years)	Exercisable
$	0.59	8,150	1.25	8,150
	0.60	5,000	1.25	5,000
	0.65	6,150	1.25	6,150
	0.70	225,000	4.68	225,000
	0.77	49,500	2.33	49,500
	0.80	16,000	4.39	16,000
	0.90	25,667	3.06	25,667
	0.97	6,000	1.25	6,000
	1.00	28,249	2.68	28,249
	1.02	2,000	1.25	2,000
	1.05	315,529	5.26	315,529
	1.07	33,898	1.54	33,898
	1.09	75,000	4.37	75,000
	1.10	105,000	4.25	105,000
	1.15	128,400	1.85	128,400
	1.20	274,000	6.30	274,000
	1.25	32,000	1.87	32,000
	1.30	243,000	0.93	243,000
	1.50	185,000	1.73	185,000
	1.59	25,000	7.12	25,000
	1.80	94,050	2.38	94,050
	1.85	17,800	2.05	17,800
	1.95	200,000	7.26	183,332
	2.13	216,708	9.64	200,000
	2.40	388,667	7.63	364,166
	2.45	173,000	9.35	—
	2.49	88,435	9.09	29,167
	2.50	20,000	8.13	13,333
	2.99	8,000	9.12	—
	3.13	258,000	8.62	254,000
	3.50	8,000	8.87	3,333
	Total	3,261,203		2,947,724

Warrants

The following table summarizes warrant activity:


		Weighted
		Average
	Number of	Exercise
	Warrants	Price
Outstanding, June 30, 2020	385,000	$	1.24
Granted	—		—
Exercised	(65,000)		1.25
Repurchased	(100,000)		1.25
Expired/Cancelled	—		—
Outstanding, March 31, 2021	220,000	$	1.24
Exercisable, June 30, 2020	385,000	$	1.24
Exercisable, March 31, 2021	220,000	$	1.24

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The intrinsic value for all warrants outstanding as of March 31, 2021 was $238,400, based on the fair value of the Company’s common stock on March 31, 2021.

During the nine months ended March 31, 2021, certain holders of warrants to purchase shares of the Company's common stock at a per share exercise price of $1.25 exercised those warrants to purchase 65,000 shares of common stock, generating gross proceeds to the Company of $81,251.

On March 31, 2021 the Company repurchased warrants underlying 100,000 shares of stock from a former director for $95,000. The entire amount was charged to equity.

Additional information regarding warrants outstanding and exercisable as of March 31, 2021 is as follows:


			Remaining
	Warrant	Warrants	Contractual	Warrants
	Exercise Price	Outstanding	Life (in years)	Exercisable
$	1.19	50,000	0.73	50,000
	1.25	170,000	0.23	170,000
	Total	220,000		220,000

Restricted Common Stock

Prior to July 1, 2020, the Company issued 2,277,366 shares of restricted common stock to employees valued at $2,709,318, of which 1,871,187 shares have vested, 214,324 shares with fair value of $188,203 have been forfeited, and $1,785,857 has been recognized as an expense. The balance of the non-vested shares of restricted common stock was 191,855 at June 30, 2020.

During the nine months ended March 31, 2021, the Company issued an additional 163,553 shares of restricted stock to employees. These shares vest over a three year period, with a one year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of the stock awards was $393,996 based on the market price of our common stock price of $2.41 per share on the date of grant, which will be amortized over the three-year vesting period.

The total fair value of restricted common stock vesting during the nine months ended March 31, 2021 was $281,148 and is included in selling, general and administrative expenses in the accompanying statements of operations. As of March 31, 2021, the amount of unvested compensation related to issuances of restricted common stock was $507,145, which will be recognized as an expense in future periods as the shares vest. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date.

The following table summarizes restricted common stock activity:


				Weighted
				Average
	Number of			Grant Date
	Shares	Fair Value		Fair Value
Non-vested, June 30, 2020	191,855	$	394,297	$	2.51
Granted	163,553		393,996		2.41
Vested	(114,211)		(281,148)		2.34
Forfeited	—		—		—
Non-vested, March 31, 2021	241,197	$	507,145	$	2.52

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Common Stock Repurchase and Retirement

Effective as of February 9, 2021, the Compensation Committee of our Board of Directors authorized the repurchase, during calendar year 2021 on the last day of each trading window and otherwise in accordance with our insider trading policies, of up to $400,000 of outstanding common stock (at prices no greater than $4.00 per share) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards. The 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.

During the nine months ended March 31, 2021, the Company repurchased 67,417 shares of our common stock from employees at an average market price of approximately $2.23 per share for an aggregate amount of $150,386.

As of December 31, 2020, the 2020 plan has expired. The shares of common stock were surrendered by employees to cover tax withholding obligations with respect to the vesting of restricted stock. Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value.

Note 6. Contingencies

COVID-19

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

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

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

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

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended March 31, 2021 and 2020 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020.

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

Overview

Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with two wholly owned subsidiaries at June 30, 2020: Reprints Desk, Inc., a Delaware corporation and Reprints Desk Latin America S. de R.L. de C.V, an entity organized under the laws of Mexico.

Platforms

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Transactions

COVID-19

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

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

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

Critical Accounting Policies and Estimates

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

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

Revenue Recognition

In May 2014, the Financial Accounting Standards Board (“FASB”) issued 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. We adopted the guidance of ASC 606 on July 1, 2018. The implementation of ASC 606 had no impact on the condensed consolidated financial statements and no cumulative effect adjustment was recognized.

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

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

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and

●

recognize revenue as the performance obligation is satisfied.

Platforms

Transactions

Stock-Based Compensation

The fair value of our stock options is estimated using the Black-Scholes-Merton Option Pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options or restricted stock, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes-Merton Option Pricing model and based on actual experience. The assumptions used in the Black-Scholes-Merton Option Pricing model could materially affect compensation expense recorded in future periods.

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Recent Accounting Pronouncements

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

Quarterly Information (Unaudited)

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


	Mar. 31,		Dec. 31,		Sept. 30,		June 30,		Mar. 31,		Dec. 31,		Sept. 30,		June 30,
	2021		2020		2020		2020		2020		2019		2019		2019
Revenue:
Platforms	$	1,344,183	$	1,220,535	$	1,141,688	$	1,066,630	$	1,017,789	$	949,825	$	856,445	$	803,917
Transactions		6,996,349		6,229,200		6,606,737		6,819,150		7,029,617		6,580,613		6,738,668		6,670,685
Total revenue		8,340,532		7,449,735		7,748,425		7,885,780		8,047,406		7,530,438		7,595,113		7,474,602

Cost of revenue:
Platforms		233,696		217,003		203,952		153,241		177,919		162,508		150,470		142,368
Transactions		5,404,196		4,841,150		5,094,897		5,224,006		5,330,473		5,094,130		5,128,108		5,104,629
Total cost of revenue		5,637,892		5,058,153		5,298,849		5,377,247		5,508,392		5,256,638		5,278,578		5,246,997

Gross profit:
Platforms		1,110,487		1,003,532		937,736		913,389		839,870		787,317		705,975		661,549
Transactions		1,592,153		1,388,050		1,511,840		1,595,144		1,699,144		1,486,483		1,610,560		1,566,056
Total gross profit		2,702,640		2,391,582		2,449,576		2,508,533		2,539,014		2,273,800		2,316,535		2,227,605

Operating expenses:
Sales and marketing		566,713		487,571		498,374		692,096		626,956		638,837		550,349		659,108
Technology and product dev.		664,195		624,747		622,961		537,830		536,238		548,719		499,191		549,198
General and administrative		1,233,603		1,118,750		1,161,061		1,132,483		1,230,580		1,270,375		1,231,345		1,060,269
Depreciation and amortization		2,066		3,039		3,723		3,746		5,510		6,840		7,558		8,351
Stock-based comp. expense		179,345		435,949		170,791		143,054		142,237		523,632		142,672		126,903
Foreign currency transaction loss (gain)		6,648		(17,469)		(24,249)		4,214		8,648		(5,456)		12,123		7,193
Total operating expenses		2,652,570		2,652,587		2,432,661		2,513,423		2,550,169		2,982,947		2,443,238		2,411,022
Other income (expenses and income taxes)		(322)		399		(2,270)		4,331		23,101		25,721		19,055		27,289
Income (loss) from continuing operations		49,748		(260,606)		14,645		(559)		11,946		(683,426)		(107,648)		(156,128)
Gain on sale of discontinued operations		—		—		—		—		—		91,254		26,191		84,275
Net income (loss)		49,748		(260,606)		14,645		(559)		11,946		(592,172)		(81,457)		(71,853)

Basic income (loss) per common share:
Income (loss) per share from continuing operations	$	—	$	(0.01)	$	—	$	—	$	—	$	(0.03)	$	—	$	—
Income per share from discontinued operations	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Net income (loss) per share	$	—	$	(0.01)	$	—	$	—	$	—	$	(0.03)	$	—	$	—
Basic weighted average common shares outstanding		26,027,665		25,988,117		25,898,900		25,815,163		24,960,394		24,185,966		24,095,266		23,987,137

Diluted income (loss) per common share:
Income (loss) per share from continuing operations	$	—	$	(0.01)	$	—	$	—	$	—	$	(0.03)	$	—	$	—
Income per share from discontinued operations	$	—	$	—	$	—	$	—	$	—	$	—	$	—	$	—
Net income (loss) per share	$	—	$	(0.01)	$	—	$	—	$	—	$	(0.03)	$	—	$	—
Diluted weighted average common shares outstanding		26,565,892		25,988,117		26,511,180		25,815,163		25,717,403		24,185,966		24,095,266		23,987,137

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Comparison of the Three and Nine Months Ended March 31, 2021 and 2020

Results of Operations


	Three Months Ended March 31,
	2021		2020		$ Change		% Change

Revenue:
Platforms	$	1,344,183	$	1,017,789	$	326,394	32.1	%
Transactions		6,996,349		7,029,617		(33,268)	(0.5)	%
Total revenue		8,340,532		8,047,406		293,126	3.6	%

Cost of revenue:
Platforms		233,696		177,919		55,777	31.3	%
Transactions		5,404,196		5,330,473		73,723	1.4	%
Total cost of revenue		5,637,892		5,508,392		129,500	2.4	%

Gross profit:
Platforms		1,110,487		839,870		270,617	32.2	%
Transactions		1,592,153		1,699,144		(106,991)	(6.3)	%
Total gross profit		2,702,640		2,539,014		163,626	6.4	%

Operating expenses:
Sales and marketing		566,713		626,956		(60,243)	(9.6)	%
Technology and product development		664,195		536,238		127,957	23.9	%
General and administrative		1,233,603		1,230,580		3,023	0.2	%
Depreciation and amortization		2,066		5,510		(3,444)	(62.5)	%
Stock-based compensation expense		179,345		142,237		37,108	26.1	%
Foreign currency transaction loss (gain)		6,648		8,648		(2,000)	(23.1)	%
Total operating expenses		2,652,570		2,550,169		102,401	4.0	%

Income (loss) from operations		50,070		(11,155)		61,225	548.9	%

Other income		250		23,662		(23,412)	(98.9)	%

Income from operations before provision for income taxes		50,320		12,507		37,813	302.3	%
Provision for income taxes		(572)		(561)		(11)	(2.0)	%

Income from continuing operations		49,748		11,946		37,802	316.4	%

Gain from sale of discontinued operations		—		—		—	—	%

Net income	$	49,748	$	11,946	$	37,802	316.4	%

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	Nine Months Ended March 31,
	2021		2020		$ Change		% Change

Revenue:
Platforms	$	3,706,406	$	2,824,059	$	882,347	31.2	%
Transactions		19,832,286		20,348,898		(516,612)	(2.5)	%
Total revenue		23,538,692		23,172,957		365,735	1.6	%

Cost of revenue:
Platforms		654,651		490,897		163,754	33.4	%
Transactions		15,340,243		15,552,711		(212,468)	(1.4)	%
Total cost of revenue		15,994,894		16,043,608		(48,714)	(0.3)	%

Gross profit:
Platforms		3,051,755		2,333,162		718,593	30.8	%
Transactions		4,492,043		4,796,187		(304,144)	(6.3)	%
Total gross profit		7,543,798		7,129,349		414,449	5.8	%

Operating expenses:
Sales and marketing		1,552,658		1,816,142		(263,484)	(14.5)	%
Technology and product development		1,911,903		1,584,148		327,755	20.7	%
General and administrative		3,513,415		3,732,300		(218,885)	(5.9)	%
Depreciation and amortization		8,828		19,908		(11,080)	(55.7)	%
Stock-based compensation expense		786,084		808,541		(22,457)	(2.8)	%
Foreign currency transaction loss (gain)		(35,070)		15,315		(50,385)	(329.0)	%
Total operating expenses		7,737,818		7,976,354		(238,536)	(3.0)	%

Loss from operations		(194,020)		(847,005)		652,985	77.1	%

Other income		884		75,738		(74,854)	(98.8)	%

Loss from operations before provision for income taxes		(193,136)		(771,267)		578,131	75.0	%
Provision for income taxes		(3,077)		(7,861)		4,784	60.9	%

Loss from continuing operations		(196,213)		(779,128)		582,915	74.8	%

Gain from sale of discontinued operations		—		117,445		(117,445)	(100.0)	%

Net loss	$	(196,213)	$	(661,683)	$	465,470	70.3	%

Revenue


	Three Months Ended March 31,
	2021		2020		$ Change		% Change
Revenue:
Platforms	$	1,344,183	$	1,017,789	$	326,394	32.1	%
Transactions		6,996,349		7,029,617		(33,268)	(0.5)	%
Total revenue	$	8,340,532	$	8,047,406	$	293,126	3.6	%

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Total revenue increased $293,126, or 3.6%, for the three months ended March 31, 2021 compared to the prior year, due to the following:


Category	Impact			Key Drivers
Platforms	↑	$	326,394	Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	33,268	Decreased primarily due to lower order volume.


	Nine Months Ended March 31,
	2021		2020		$ Change		% Change
Revenue:
Platforms	$	3,706,406	$	2,824,059	$	882,347	31.2	%
Transactions		19,832,286		20,348,898		(516,612)	(2.5)	%
Total revenue	$	23,538,692	$	23,172,957	$	365,735	1.6	%

Total revenue increased $365,735, or 1.6%, for the nine months ended March 31, 2021 compared to the prior year, due to the following:


Category	Impact			Key Drivers
Platforms	↑	$	882,347	Increased due to additional deployments to new and existing customers, and expansion from existing customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	516,612	Decreased primarily due to lower order volume.

Cost of Revenue


	Three Months Ended March 31,
	2021		2020		$ Change		% Change
Cost of Revenue:
Platforms	$	233,696	$	177,919	$	55,777	31.3	%
Transactions		5,404,196		5,330,473		73,723	1.4	%
Total cost of revenue	$	5,637,892	$	5,508,392	$	129,500	2.4	%


	Three Months Ended
	March 31,
	2021		2020		% Change *
As a percentage of revenue:
Platforms	17.4	%	17.5	%	(0.1)	%
Transactions	77.2	%	75.8	%	1.4	%
Total	67.6	%	68.4	%	(0.8)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

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Total cost of revenue as a percentage of revenue decreased 0.8%, from 68.4% for the previous year to 67.6%, for the three months ended March 31, 2021.


	Impact as percentage
Category	of revenue			Key Drivers
Platforms	↓	0.1	%	Decreased primarily due to proportionally lower personnel costs.
Transactions	↑	1.4	%	Increased primarily due to proportionally higher copyright and personnel costs.


	Nine Months Ended March 31,
	2021		2020		$ Change		% Change
Cost of Revenue:
Platforms	$	654,651	$	490,897	$	163,754	33.4	%
Transactions		15,340,243		15,552,711		(212,468)	(1.4)	%
Total cost of revenue	$	15,994,894	$	16,043,608	$	(48,714)	(0.3)	%


	Nine Months Ended
	March 31,
	2021		2020		% Change *
As a percentage of revenue:
Platforms	17.7	%	17.4	%	0.3	%
Transactions	77.3	%	76.4	%	0.9	%
Total	68.0	%	69.2	%	(1.2)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 1.2%, from 69.2% for the previous year to 68.0%, for the nine months ended March 31, 2021.


	Impact as percentage
Category	of revenue			Key Drivers
Platforms	↑	0.3	%	Increased primarily due to proportionally higher personnel costs.
Transactions	↑	0.9	%	Increased primarily due to proportionally higher copyright and personnel costs.

Gross Profit


	Three Months Ended March 31,
	2021		2020		$ Change		% Change
Gross Profit:
Platforms	$	1,110,487	$	839,870	$	270,617	32.2	%
Transactions		1,592,153		1,699,144		(106,991)	(6.3)	%
Total gross profit	$	2,702,640	$	2,539,014	$	163,626	6.4	%


	Three Months Ended
	March 31,
	2021		2020		% Change*
As a percentage of revenue:
Platforms	82.6	%	82.5	%	0.1	%
Transactions	22.8	%	24.2	%	(1.4)	%
Total	32.4	%	31.6	%	0.8	%

*	The difference between current and prior period gross profit as a percentage of revenue

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	Nine Months Ended March 31,
	2021		2020		$ Change		% Change
Gross Profit:
Platforms	$	3,051,755	$	2,333,162	$	718,593	30.8	%
Transactions		4,492,043		4,796,187		(304,144)	(6.3)	%
Total gross profit	$	7,543,798	$	7,129,349	$	414,449	5.8	%


	Nine Months Ended
	March 31,
	2021		2020		% Change*
As a percentage of revenue:
Platforms	82.3	%	82.6	%	(0.3)	%
Transactions	22.7	%	23.6	%	(0.9)	%
Total	32.0	%	30.8	%	1.2	%

*	The difference between current and prior period gross profit as a percentage of revenue

Operating Expenses


	Three Months Ended March 31,
	2021		2020		$ Change		% Change
Operating Expenses:
Sales and marketing	$	566,713	$	626,956	$	(60,243)	(9.6)	%
Technology and product development		664,195		536,238		127,957	23.9	%
General and administrative		1,233,603		1,230,580		3,023	0.2	%
Depreciation and amortization		2,066		5,510		(3,444)	(62.5)	%
Stock-based compensation expense		179,345		142,237		37,108	26.1	%
Foreign currency transaction loss (gain)		6,648		8,648		(2,000)	(23.1)	%
Total operating expenses	$	2,652,570	$	2,550,169	$	102,401	4.0	%


Category	Impact			Key Drivers
Sales and marketing	↓	$	60,243	Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development	↑	$	127,957	Increased due to greater consulting expenses and personnel costs.


	Nine Months Ended March 31,
	2021		2020		$ Change		% Change
Operating Expenses:
Sales and marketing	$	1,552,658	$	1,816,142	$	(263,484)	(14.5)	%
Technology and product development		1,911,903		1,584,148		327,755	20.7	%
General and administrative		3,513,415		3,732,300		(218,885)	(5.9)	%
Depreciation and amortization		8,828		19,908		(11,080)	(55.7)	%
Stock-based compensation expense		786,084		808,541		(22,457)	(2.8)	%
Foreign currency transaction loss (gain)		(35,070)		15,315		(50,385)	(329.0)	%
Total operating expenses	$	7,737,818	$	7,976,354	$	(238,536)	(3.0)	%

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Category	Impact			Key Drivers
Sales and marketing	↓	$	263,484	Decreased primarily due to lower advertising media spend and consulting expenses partially offset by greater personnel costs.
Technology and product development	↑	$	327,755	Increased due to greater consulting expenses and personnel costs.
General and administrative	↓	$	218,885	Decreased primarily due to lower consulting, rent and travel expenses.

Net Income (Loss)


	Three Months Ended March 31,
	2021		2020		$ Change		% Change
Net Income (Loss):
Income from continuing operations	$	49,748	$	11,946	$	37,802	316.4	%
Income from discontinued operations		—		—		—	—	%
Total net income	$	49,748	$	11,946	$	37,802	316.4	%

Income from continuing operations increased $37,802 or 316.4%, for the three months ended March 31, 2021 compared to the prior year, primarily due to increased gross profit partially offset by increased operating expenses as described above.


	Nine Months Ended March 31,
	2021		2020		$ Change		% Change
Net Income (Loss):
Loss from continuing operations	$	(196,213)	$	(779,128)	$	582,915	74.8	%
Income from discontinued operations		—		117,445		(117,445)	(100.0)	%
Total net loss	$	(196,213)	$	(661,683)	$	465,470	70.3	%

Loss from continuing operations decreased $582,915 or 74.8%, for the nine months ended March 31, 2021 compared to the prior year, primarily due to increased gross profit and decreased operating expenses as described above.

Liquidity and Capital Resources


	Nine Months Ended March 31,
	2021		2020
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities	$	2,220,056	$	1,304,131
Net cash used in investing activities		(11,853)		—
Net cash provided by (used in) financing activities		(288,598)		1,606,463

Effect of exchange rate changes		2,401		(14,424)
Net increase in cash and cash equivalents		1,922,006		2,896,170
Cash and cash equivalents, beginning of period		9,311,556		5,353,090
Cash and cash equivalents, end of period	$	11,233,562	$	8,249,260

Liquidity

As of March 31, 2021, we had cash and cash equivalents of $11,233,562, compared to $9,311,556 as of June 30, 2020, an increase of $1,922,006. This increase was primarily due to cash provided by operating activities.

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Operating Activities

Net cash provided by operating activities was $2,220,056 for the nine months ended March 31, 2021 and resulted primarily from an increase in accounts payable and accrued expenses of $1,208,474 and an increase in deferred revenue of $1,076,966, partially offset by an increase in accounts receivable of $563,829.

Net cash provided by operating activities was $1,304,131 for the nine months ended March 31, 2020 and resulted primarily from an increase in accounts payable and accrued expenses of $1,311,842 and an increase in deferred revenue of $991,981, partially offset by an increase in accounts receivable of $618,324 and an increase in prepaid royalties of $566,379.

Investing Activities

Net cash used in investing activities was $11,853 for the nine months ended March 31, 2021 and resulted from the purchase of property and equipment.

No cash was used in or provided by investing activities for the nine months ended March 31, 2020.

Financing Activities

Net cash used in financing activities was $288,598 for the nine months ended March 31, 2021 and resulted from the repurchase of stock options and warrants of $308,313 and the repurchase of common stock of $150,386, partially offset by the proceeds from the exercise of stock options of $88,850 and the proceeds from the exercise of warrants of $81,251.

Net cash provided by financing activities was $1,606,463 for the nine months ended March 31, 2020 and resulted from the proceeds from the exercise of warrants of $1,875,000, partially offset by the repurchase of common stock of $268,537.

We entered into a Loan and Security Agreement with Silicon Valley Bank (“SVB”) on July 23, 2010, which, as amended, provides for a revolving line of credit for the lesser of $2,500,000, or 80% of eligible accounts receivable. The line of credit matures on February 14, 2022, and is subject to certain financial and performance covenants with which we were in compliance as of March 31, 2021. 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, and maintaining tangible net worth of $1,500,000, plus 50% of net income for the fiscal quarter ended from and after December 31, 2017, plus 50% of the dollar value of equity issuances after October 1, 2017 and the principal amount of subordinated debt. The line of credit bears interest at an annual rate equal to the greater of 1% above the prime rate and 5.5%. The interest rate on the line of credit was 5.5% as of March 31, 2021. The line of credit was secured by our consolidated assets.

There were no outstanding borrowings under the line as of March 31, 2021 and June 30, 2020, respectively. As of March 31, 2021, there was approximately $1,888,000 of available credit.

Non-GAAP Measure – Adjusted EBITDA

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

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evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of Adjusted EBITDA to net income (loss) for the three and nine months ended March 31, 2021 and 2020:


	Three Months Ended
	March 31,
	2021		2020		$ Change
Net income	$	49,748	$	11,946	$	37,802
Add (deduct):
Other (income) expense		(250)		(23,662)		23,412
Foreign currency transaction loss (gain)		6,648		8,648		(2,000)
Provision for income taxes		572		561		11
Depreciation and amortization		2,066		5,510		(3,444)
Stock-based compensation		179,345		142,237		37,108
Gain on sale of discontinued operations		—		—		—
Adjusted EBITDA	$	238,129	$	145,240	$	92,889


	Nine Months Ended
	March 31,
	2021		2020		$ Change
Net loss	$	(196,213)	$	(661,683)	$	465,470
Add (deduct):
Other (income) expense		(884)		(75,738)		74,854
Foreign currency transaction loss (gain)		(35,070)		15,315		(50,385)
Provision for income taxes		3,077		7,861		(4,784)
Depreciation and amortization		8,828		19,908		(11,080)
Stock-based compensation		786,084		808,541		(22,457)
Gain on sale of discontinued operations		—		(117,445)		117,445
Adjusted EBITDA	$	565,822	$	(3,241)	$	569,063

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

●

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

●

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

●

Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of March 31, 2021, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on the Effectiveness of Controls

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

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

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended March 31, 2021 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1A. Risk Factors.

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

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

The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of our financial statements for the fiscal quarter ended March 31, 2021, the extent to which the COVID-19 pandemic may in the future materially impact our financial condition, liquidity or results of operations is uncertain.

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

During the three months ended March 31, 2021, we repurchased 10,750 shares of our common stock from employees at an average market price of approximately $2.15 per share for an aggregate amount of $23,112.

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	Purchased¹	per Share		Plans or Programs	Plans or Programs
January 2021	—		—	—	$	400,000
February 2021	—		—	—	$	400,000
March 2021	10,750	$	2.15	—	$	376,888
Total	10,750	$	2.15	—		—

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

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number	Description
10.1	Amended and Restated Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc. and Peter Derycz.++
10.2	Executive Employment Agreement dated March 29, 2021, among Research Solutions, Inc., Reprints Desk, Inc. and Roy W. Olivier.++
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification of Chief Executive Officer *
32.2	Section 1350 Certification of Chief Financial Officer *
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Furnished herewith

++ Indicates management contract or compensatory plan

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SIGNATURES

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


	RESEARCH SOLUTIONS, INC.

	By:	/s/ Roy W. Olivier
		Roy W. Olivier
Date: May 13, 2021		Interim Chief Executive Officer and President, and Director (Principal Executive Officer)

	By:	/s/ Alan Louis Urban
		Alan Louis Urban
Date: May 13, 2021		Chief Financial Officer (Principal Financial and Accounting Officer)

Research Solutions, Inc. - FORM 10-Q - May 13, 2021

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Research Solutions, Inc. Reports