| As filed with
the Securities and Exchange Commission on January 17, 2025. |
Registration No. 333-276240 |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
RESEARCH SOLUTIONS, INC.
(Exact name of registrant as specified in its
charter)
Nevada
(State of other jurisdiction of
incorporation or organization) |
11-3797644
(I.R.S. Employer
Identification No.) |
Address Not Applicable1
(310) 477-0354
(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Paracorp Incorporated
318 N. Carson St., #208
Carson City, NV 89701
(800) 533 - 7272
(Name, address, including zip code, and telephone
number, including area code of agent for service)
Copy to:
Louis A. Wharton, Esq.
Stubbs Alderton & Markiles, LLP
15260 Ventura Boulevard, 20th Floor
Sherman Oaks, California 91403
(818)
444-4500
Approximate
date of commencement of proposed sale to the public: FROM TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
If the only
securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the
following box: ¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box: x
If this Form is
filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ¨
If this Form is
a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is
a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon
filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is
a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities
or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
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 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 x | Smaller reporting company
x |
| | 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 7(a)(2)(B) of the Securities Act. ¨
The Registrant hereby
amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act or until this Registration Statement shall become effective on such date as the Securities
and Exchange Commission (the “SEC”), acting pursuant to said Section 8(a), may determine.
1 In November 2019, we became a fully remote company. Accordingly,
we do not currently have principal executive offices.
| The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted. |
Subject
to Completion, Dated JANUARY 17, 2025
PROSPECTUS
$60,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From
time to time, we may offer and sell up to $60,000,000 of any combination of the securities described in this prospectus, either individually
or in combination with other securities. We may also offer common stock or preferred stock upon conversion of debt securities, common
stock upon conversion of preferred stock, common stock, preferred stock or debt securities upon the exercise of warrants or common stock
or preferred stock upon the exercise of rights.
We
will provide the specific terms of these offerings and securities in one or more supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any related
free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read this prospectus,
the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated by reference, before
buying any of the securities being offered.
Our
common stock is traded on The Nasdaq Capital Market under the symbol “RSSS.” On January 16, 2025, the last reported
sale price of our common stock on The Nasdaq Capital Market was $3.86. The applicable prospectus supplement will contain information,
where applicable, as to other listings, if any, on The Nasdaq Capital Market or other securities exchanges of the securities covered
by the applicable prospectus supplement.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus, and under similar
headings in the other documents that are incorporated by reference into this prospectus.
This
prospectus may not be used to offer or sell any securities unless accompanied by a prospectus supplement.
The
securities may be sold directly by us to investors, through agents designated from time to time or to or through underwriters or dealers,
on a continuous or delayed basis. For additional information on the methods of sale, you should refer to the section titled “Plan
of Distribution” in this prospectus. If any agents or underwriters are involved in the sale of any securities with respect to which
this prospectus is being delivered, the names of such agents or underwriters and any applicable fees, commissions, discounts and over-allotment
options will be set forth in a prospectus supplement. The price to the public of such securities and the net proceeds we expect to receive
from such sale will also be set forth in a prospectus supplement.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is [●], 2025.
TABLE
OF CONTENTS
Page
You
should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus
supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide
you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything
not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to
be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the
securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the
information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the
date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document
incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related
free writing prospectus, or any sale of a security.
ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission utilizing a
“shelf” registration process. Under this shelf registration process, we may, from time to time, offer and sell any combination
of the securities described in this prospectus in one or more offerings, up to a total dollar amount of $60,000,000. This prospectus
provides you with a general description of the securities we may offer.
Each
time we offer a type or series of securities under this prospectus, we will provide a prospectus supplement that will contain more specific
information about the terms of those securities. We may also authorize one or more free writing prospectuses to be provided to you that
may contain material information relating to these offerings. We may also add, update or change in the prospectus supplement (and in
any related free writing prospectus that we may authorize to be provided to you) any of the information contained in this prospectus
or in the documents that we have incorporated by reference into this prospectus. We urge you to carefully read this prospectus, any applicable
prospectus supplement and any related free writing prospectus, together with the information incorporated herein by reference as described
under the heading “Incorporation of Certain Information by Reference,” before buying any of the securities being offered.
THIS PROSPECTUS MAY NOT
BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
The
information appearing in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only
as of the date on the front of the document and any information we have incorporated by reference is accurate only as of the date of
the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or
any related free writing prospectus, or any sale of a security. Our business, financial condition, results of operations and prospects
may have changed since those dates.
This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
This
prospectus and the information incorporated herein by reference include trademarks, services marks and trade names owned by us or other
companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus, any applicable prospectus
supplement or any related free writing prospectuses are the property of their respective owners.
Unless
the context otherwise requires, the terms “we,” “our,” “us,” “our company,” and “Research
Solutions” refer to Research Solutions, Inc. and its subsidiaries.
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. 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. 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. 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. 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.
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). 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.
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. These tools allow for searching and identifying relevant
research and then purchasing that research through one of our other solutions. 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. 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.
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. 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.
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.
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. 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.
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. 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 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. 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. 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.
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. This service is generally known in the industry as single article delivery or document delivery. We also
obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies
with applicable copyright laws. We have arrangements with hundreds of content publishers that allow us to distribute their content. The
majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles
to our customers often in a matter of minutes. 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.
Competitive Strengths
We believe that we possess the following competitive
strengths:
Services and Technology
We have developed proprietary
software, a sophisticated information logistics technology backbone, and Internet-based interfaces that allow customers to initiate orders
for STM content, manage these transactions, obtain reporting, automate authentication, improve seamless connectivity to in-house and
third-party software systems, and maximize the information resources they already own or license, as well as organize workgroups to collaborate
around bibliographic information. 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. Through the acquisitions of ResoluteAI and Scite, our services have been enhanced to include AI as part
of the research workflow.
Our services are highly configurable
to meet customers’ needs and provide a personalized yet turnkey solution that covers the full spectrum of customer requirements;
from identifying and locating articles, to facilitating copyright compliance, maximizing information resources already owned, monitoring
usage, and automating end-user authentication. Our services alleviate the need for our customers to develop internal systems or contact
multiple content publishers in order to obtain the content that is critical to their research.
Experienced Management
Team
Our management team has years
of extensive experience satisfying customers across the information services and STM publishing and technology industries. In addition,
our team has experience growing and scaling SaaS and subscription business models.
Customer Loyalty
The majority of our revenue
comes from our loyal base of customers, indicative of our focus on customer satisfaction and quality. In Document Delivery Buyer Surveys
conducted by industry research and advisory firm Outsell, Inc., we have ranked first overall and in every category for customer
satisfaction (depth and breadth of coverage, fair pricing, and ease of doing business) and loyalty (intention to renew or continue service,
and willingness to recommend the service to others). This is reflected by our gross churn rate in the low single digit range, and a net
churn rate in the high single digit range, each as a percentage of revenue.
Industry Presence and
Established Relationships
We have a well-established
presence and a network of contacts with our customers (life science companies, academic institutions, and other research-intensive organizations),
STM publishing partners, and others in the information services space. We have existing arrangements with hundreds of content publishers
that allow us to distribute their content. Although we do not have exclusive relationships with these content publishers, the aggregate
number of in place agreements are essential to our value proposition, market presence, and our ability to satisfy the requirements of
our customers.
Promotion
We employ a segment-focused
marketing approach that focuses on traditional buyers such as corporate libraries as well as new types of non-library buyers across a
variety of business functions, including those within research and development. 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. While we place emphasis on the life science market, with a focus on
pharmaceutical, biotechnology and medical device customers, we are also penetrating the following markets: academic, aerospace, automotive,
electronics, chemicals and food and agriculture.
Growth Strategy
Organic Growth
We seek to grow our customer
base through targeted direct and channel promotions of our Platform to potential customers. This strategy for sales and marketing is
supported by inbound marketing driven by educational content, innovative technological systems, competitive pricing and best in class
service. We are also positioning our sales force to be able to better serve small and medium sized businesses that we consider to be
largely underserved today. 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.
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.
Acquisitions and Combinations
From time to time, and as
opportunities arise, we may explore strategic acquisitions and combinations, including the acquisition of customer lists, that bring
revenue, profitability, growth potential, cross-selling opportunities and additional technology, products, services, operations and/or
geographic capabilities to our company.
International Expansion
We have expanded internationally
through increased sales to companies located abroad, particularly in Europe and Japan. From time to time, and as opportunities arise,
we may further expand internationally through partnerships or acquisitions.
Publisher Agreements
We have arrangements with
all of the major STM content publishers and most of the smaller STM publishers that allow us to distribute their content, and we regularly
advance new business opportunities such as rentals through amendments to existing agreements. In addition, we regularly contact publishers
to negotiate additional publisher agreements. A typical publisher agreement would allow us to distribute the publisher’s content
according to a negotiated price list, thereby eliminating the need to contact the publisher and obtain the rights for each individual
order. The majority of these publishers provide us with electronic access to their content, which allows us to further expedite the delivery
of single articles to our customers. In addition, we rely on a small number of content publishers for the majority of our content costs.
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.
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 (“Platform” or “Platforms”)
and the transactional sale of STM content managed, sourced and delivered through the Platform (“Transactions”).
We apply the following five steps in order to
determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:
| ● | identify
the contract with a customer; |
| ● | identify
the performance obligations in the contract; |
| ● | determine
the transaction price; |
| ● | allocate
the transaction price to performance obligations in the contract; and |
| ● | recognize
revenue as the performance obligation is satisfied. |
Platforms
We charge a subscription
fee that allows customers to access and utilize certain premium features of our Platform. Revenue is recognized ratably over the term
of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings
or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions
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.
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. 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.
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.
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. In addition, we focus on account expansion, upselling add-ons, and customer retention, which,
we believe, increases total lifetime customer value and generates referrals for new business.
Competition
The markets in which we compete
are highly competitive. The primary methods of competition in our industry are price, service, technology and niche focus. Competition
based on price is often successful in the short-term, but can limit the ability of a supplier to provide adequate service levels. Competition
based on service and/or technology requires significant investment in systems and that investment requires time to produce results. Niche
operators focus on narrow activities, but cannot aggregate sufficient content, technology and services to satisfy broad customer needs.
We believe that many customers and potential customers are less price sensitive if the service levels are high and the technology creates
efficiency and/or management information that has not been available previously.
Our competition includes:
| ● | Reference
Management Applications – We expect to increasingly compete with tools that exist
in the marketplace that are used to aid in organizing references, storing personal content
assets, and prepare scholarly papers for submission to congresses and journals. |
| ● | Piracy
– Perhaps, our most serious competitor. Many entities use content for commercial
purposes without complying with applicable copyright laws, and paying the required copyright
to the content publisher. As information becomes more readily available, the opportunity
for piracy increases. |
| ● | STM
Single Article Delivery Vendors and Content Aggregators – Our primary competitors
for global, full-service single article delivery services are Copyright Clearance Center,
regional interlibrary loan networks throughout the world such as those owned and operated
by OCLC, and numerous national libraries located outside of the United States. |
| ● | Customer
In-House Services – While single article delivery services and software development
are challenging for our customers to provide in-house, many existing and potential customers
manage these capabilities internally. |
| ● | Publisher
In-House Capabilities – Some large publishers have developed in-house capabilities
to service the content re-use market, however, many of them neglect other content repurposing
opportunities and may not be able to aggregate content from other publishers nor create value
added software-based solutions. |
Corporate History and Structure
Research Solutions was incorporated in the State
of Nevada on November 2, 2006, and in November 2006 entered into a Share Exchange Agreement with Reprints Desk. 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.
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. (formerly Derycz Scientific, Inc.).
On June 9, 2022, we formed ResSol LA to
provide operational and administrative support services to Reprints Desk.
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.
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. 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. 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 January 16, 2025, we had 142 full time
employees.
RISK FACTORS
Investing in our securities
involves a high degree of risk. Before deciding whether to invest in our securities, you should consider carefully the risks and uncertainties
described under the heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing
prospectus, and discussed under the section titled “Risk Factors” contained in our most recent Annual Report on Form 10-K
and in our most recent Quarterly Report on Form 10-Q, as well as any amendments thereto reflected in subsequent filings with the
SEC, which are incorporated by reference into this prospectus in their entirety, together with other information in this prospectus,
the documents incorporated by reference and any free writing prospectus that we may authorize for use in connection with a specific offering.
The risks described in these documents are not the only ones we face, but those that we consider to be material. There may be other unknown
or unpredictable economic, business, competitive, regulatory or other factors that could have material adverse effects on our future
results. Past financial performance may not be a reliable indicator of future performance, and historical trends should not be used to
anticipate results or trends in future periods. If any of these risks actually occurs, our business, financial condition, results of
operations or cash flow could be seriously harmed. This could cause the trading price of our securities to decline, resulting in a loss
of all or part of your investment. For more information, see “Where You Can Find More Information.” Please also read carefully
the section below titled “Forward-Looking Statements.”
Risks Related to Our Securities and the Offering
Future sales or other
dilution of our equity could depress the market price of our common stock.
Sales
of our common stock, preferred stock, warrants, rights or convertible debt securities, or any combination of the foregoing, in the public
market, or the perception that such sales could occur, could negatively impact the price of our common stock.
In
addition, the issuance of additional shares of our common stock, securities convertible into or exercisable for our common stock, other
equity-linked securities, including preferred stock, warrants or rights or any combination of these securities pursuant to this prospectus
will dilute the ownership interest of our common stockholders and could depress the market price of our common stock and impair our ability
to raise capital through the sale of additional equity securities.
We
may need to seek additional capital. If this additional financing is obtained through the issuance of equity securities, debt securities
convertible into equity securities or options, warrants or rights to acquire equity securities, our existing stockholders could experience
significant dilution upon the issuance, conversion or exercise of such securities.
Our management will
have broad discretion over the use of the proceeds we receive from the sale of our securities pursuant to this prospectus and might not
apply the proceeds in ways that increase the value of your investment.
Our
management will have broad discretion to use the net proceeds from any offerings under this prospectus, and you will be relying on the
judgment of our management regarding the application of these proceeds. Except as described in any prospectus supplement or in
any related free writing prospectus that we may authorize to be provided to you, the net proceeds received by us from our sale of the
securities described in this prospectus will be added to our general funds and will be used for general corporate purposes. Our management
might not apply the net proceeds from offerings of our securities in ways that increase the value of your investment and might not be
able to yield a significant return, if any, on any investment of such net proceeds. You may not have the opportunity to influence our
decisions on how to use such proceeds.
FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference contain forward-looking statements within the meaning of Section 27A of the
Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Exchange Act. These statements
involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements
to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements.
These forward-looking statements include, but are not limited to, those concerning the following:
| • | our
ability to fund our planned operations and implement our business plan; |
| • | our
intentions, expectations and beliefs regarding anticipated growth, market penetration and
trends in our business; |
| • | the
impact of unfavorable global economic conditions, including inflationary pressures, market
volatility, acts of war and civil and political unrest and general health crises, on our
operations and those of our business partners; |
| • | the
effects of market conditions on our stock price and operating results; |
| • | our
plans regarding the use of proceeds from our financings and the expected duration of our
capital resources; |
| • | our
plans regarding future financings; |
| • | our
ability to attract and retain customers; |
| • | our
dependence on growth in our customers’ businesses; |
| • | our
expectations concerning our relationships with our customers and other third parties; |
| • | our
ability to maintain our competitive advantages against competitors in our industry; |
| • | our
ability to timely and effectively adapt our existing technology and have our technology solutions
gain market acceptance; |
| • | our
ability to introduce new offerings and bring them to market in a timely manner; |
| • | our
ability to maintain, protect and enhance our intellectual property; |
| • | the
attraction and retention of qualified employees and key personnel; |
| • | future
acquisitions of or investments in complementary companies or technologies; and |
| • | our
ability to comply with evolving legal standards and regulations, particularly concerning
requirements for being a public company. |
In
some cases, you can identify forward-looking statements by terms such as “anticipates,” “believes”, “continue”,
“could”, “estimates”, “expects”, “intends”, “may”, “ongoing”,
“plans”, “potential”, “predicts”, “projects”, “seeks”, “should”,
“will”, “would” as well as similar expressions, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements reflect our current views with respect to future events, are based on assumptions
and are subject to risks, uncertainties and other important factors. We discuss many of these risks, uncertainties and other important
factors in greater detail under the heading “Risk Factors” contained in the applicable prospectus supplement and any related
free writing prospectus, and in our most recent annual report on Form 10-K and in our most recent quarterly report on Form 10-Q,
as well as any amendments thereto reflected in subsequent filings with the SEC. Given these risks, uncertainties and other important
factors, you should not place undue reliance on these forward-looking statements. Also, these forward-looking statements represent our
estimates and assumptions only as of the date such forward-looking statements are made. Except as required by law, we assume no obligation
to update any forward-looking statements publicly, or to reflect facts and circumstances after the date of this prospectus. Before deciding
to purchase our securities, you should carefully read both this prospectus, the applicable prospectus supplement and any related free
writing prospectus, together with the information incorporated herein by reference as described under the heading “Incorporation
of Certain Information by Reference,” completely and with the understanding that our actual future results may be materially different
from what we expect.
This
prospectus and the documents incorporated by reference also contains estimates and other information concerning our industry, including
market size and customer satisfaction ratings, that we obtained from industry publications, surveys and forecasts. This information involves
a number of assumptions and limitations, and you are cautioned not to give undue weight to these estimates. Although we believe the information
in these industry publications, surveys and forecasts is reliable, we have not independently verified the accuracy or completeness of
the information. The industry in which we operate is subject to a high degree of uncertainty and risk due to a variety of factors.
THE SECURITIES WE MAY OFFER
We
may offer shares of our common stock and preferred stock, various series of debt securities and/or warrants to purchase any of such securities,
either individually or in combination with other securities, with a total value of up to $60,000,000 from time to time under this prospectus,
together with the applicable prospectus supplement and any related free writing prospectus, at prices and on terms to be determined by
market conditions at the time of any offering. We may also offer common stock, preferred stock and/or debt securities upon the exercise
of warrants and common stock and/or preferred stock upon the exercise of rights. This prospectus provides you with a general description
of the securities we may offer. Each time we offer a type or series of securities under this prospectus, we will provide a prospectus
supplement that will describe the specific amounts, prices and other important terms of the securities, including, to the extent applicable:
| • | designation
or classification; |
| • | aggregate
principal amount or aggregate offering price; |
| • | maturity,
if applicable; |
| • | original
issue discount, if any; |
| • | rates
and times of payment of interest or dividends, if any; |
| • | redemption,
conversion, exercise, exchange or sinking fund terms, if any; |
| • | restrictive
covenants, if any; |
| • | voting
or other rights, if any; |
| • | conversion
prices, if any; and |
| • | important
United States federal income tax considerations. |
The
prospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change
information contained in this prospectus or in documents we have incorporated by reference. However, no prospectus supplement or free
writing prospectus will offer a security that is not registered and described in this prospectus at the time of the effectiveness of
the registration statement of which this prospectus is a part.
THIS PROSPECTUS MAY NOT
BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS SUPPLEMENT.
We
may sell the securities directly to investors or to or through agents, underwriters or dealers. We, and our agents or underwriters, reserve
the right to accept or reject all or part of any proposed purchase of securities. If we do offer securities to or through agents or underwriters,
we will include in the applicable prospectus supplement:
| • | the
names of those agents or underwriters; |
| • | applicable
fees, discounts and commissions to be paid to them; |
| • | details
regarding over-allotment options, if any; and |
Common
Stock. We may issue shares of our common stock from time to time. The holders of our common stock are entitled to one vote
for each share held of record on all matters submitted to a vote of stockholders. Subject to preferences that may be applicable to any
outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably such dividends as may be declared
by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common stock
are entitled to share ratably in all assets legally available for distribution to stockholders remaining after payment of liabilities
and the liquidation preferences of any outstanding shares of preferred stock. Holders of common stock have no preemptive rights and no
right to convert their common stock into any other securities. There are no redemption or sinking fund provisions applicable to our common
stock. When we issue shares of common stock under this prospectus, the shares will be fully paid and non-assessable. The rights, preferences
and privileges of the holders of common stock are subject to, and may be adversely affected by, the rights of the holders of shares of
any series of preferred stock which we may designate in the future. In this prospectus, we have summarized certain general features of
our common stock under “Description of Capital Stock—Common Stock.” We urge you, however, to read the applicable prospectus
supplement (and any related free writing prospectus that we may authorize to be provided to you) related to any common stock being offered.
Preferred
Stock. We may issue shares of our preferred stock from time to time, in one or more series. Our board of directors will determine
the designations, powers, preferences and rights of the preferred stock, as well as the qualifications, limitations or restrictions thereon,
including dividend rights, conversion rights, preemptive rights, voting rights, terms of redemption or repurchase, liquidation preferences,
sinking fund terms and the number of shares constituting any series or the designation of any series. Convertible preferred stock will
be convertible into our common stock or exchangeable for our other securities. Conversion may be mandatory or at your option and would
be at prescribed conversion rates. We will fix the designations, powers, preferences and rights of the preferred stock of each series,
as well as the qualifications, limitations or restrictions thereon, in the certificate of designation relating to that series.
If
we sell any series of preferred stock under this prospectus, we will fix the designations, powers, preferences and rights of such series
of preferred stock, as well as the qualifications, limitations or restrictions thereon, in the certificate of designation relating to
that series. We will file as an exhibit to the registration statement of which this prospectus is a part, or will incorporate by reference
from reports that we file with the SEC, the form of any certificate of designation that describes the terms of the series of preferred
stock we are offering before the issuance of the related series of preferred stock. In this prospectus, we have summarized certain general
features of the preferred stock under “Description of Capital Stock—Preferred Stock.” We urge you, however, to read
the applicable prospectus supplement (and any free writing prospectus that we may authorize to be provided to you) related to the series
of preferred stock being offered, as well as the complete certificate of designation that contains the terms of the applicable series
of preferred stock.
Debt
Securities. We may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or
as senior or subordinated convertible debt. The senior debt securities will rank equally with any other unsecured and unsubordinated
debt. The subordinated debt securities will be subordinate and junior in right of payment, to the extent and in the manner described
in the instrument governing the debt, to all of our senior indebtedness. Convertible debt securities will be convertible into or exchangeable
for our common stock or our other securities. Conversion may be mandatory or at the holder’s option and would be at prescribed
conversion rates.
The
debt securities will be issued under an indenture that we will enter into with a national banking association or other eligible party,
as trustee. In this prospectus, we have summarized certain general features of the debt securities under “Description of Debt Securities.”
We urge you, however, to read the applicable prospectus supplement (and any related free writing prospectus that we may authorize to
be provided to you) related to the series of debt securities being offered, as well as the complete indenture and any supplemental indentures
that contain the terms of the debt securities. We have filed the form of indenture as an exhibit to the registration statement of which
this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of the debt securities being
offered will be filed as exhibits to the registration statement of which this prospectus is a part or will be incorporated by reference
from reports that we file with the SEC.
Warrants.
We may issue warrants for the purchase of common stock, preferred stock and/or debt securities in one or more series. We may issue warrants
independently or in combination with common stock, preferred stock and/or debt securities. In this prospectus, we have summarized certain
general features of the warrants under “Description of Warrants.” We urge you, however, to read the applicable prospectus
supplement (and any related free writing prospectus that we may authorize to be provided to you) related to the particular series of
warrants being offered, as well as the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain
the terms of the warrants. We will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate
by reference from reports that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable,
that contain the terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of
such warrants.
Warrants
may be issued under a warrant agreement that we enter into with a warrant agent. We will indicate the name and address of the warrant
agent, if any, in the applicable prospectus supplement relating to a particular series of warrants.
Rights.
We may issue rights for the purchase of common stock and/or preferred stock in one or more series. We may issue rights independently
or in combination with common stock and/or preferred stock. In this prospectus, we have summarized certain general features of the rights
under “Description of Rights.” We urge you, however, to read the applicable prospectus supplement (and any related free writing
prospectus that we may authorize to be provided to you) related to the particular series of rights being offered, as well as the standby
underwriting agreement or other purchase agreement that contain the terms of the rights. We will file as exhibits to the registration
statement of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the standby underwriting
agreement or other purchase agreement that contain the terms of the particular series of rights we are offering, and any supplemental
agreements, before the issuance of such rights.
We
may determine to offer any unsubscribed offered securities directly to persons other than stockholders, to or through agents, underwriters
or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as set forth in the applicable
prospectus supplement.
Units.
We may issue units consisting of common stock, preferred stock, debt securities and/or warrants to purchase any of such securities in
one or more series. In this prospectus, we have summarized certain general features of the units under “Description of Units.”
We urge you, however, to read the prospectus supplements and any free writing prospectus that we may authorize to be provided to you
related to the series of units being offered, as well as the unit agreements that contain the terms of the units. We will file as exhibits
to the registration statement of which this prospectus is a part, or will incorporate by reference from a current report on Form 8-K
that we file with the SEC, the form of unit agreement and any supplemental agreements that describe the terms of the series of units
we are offering before the issuance of such units.
USE OF PROCEEDS
Except
as described in any prospectus supplement or in any related free writing prospectus that we may authorize to be provided to you, we currently
intend to use the net proceeds from the sale of the securities offered hereby for working capital, capital expenditures and other general
corporate purposes, and for product development. We also may use a portion of the proceeds to finance potential acquisitions and investments
in companies or products that are complementary to our business, if and when suitable opportunities arise; however, we currently have
no commitments or agreements with respect to any such transactions. Pending these uses, we expect to invest the net proceeds in short-term,
investment-grade securities.
Our
expected use of proceeds from the sale of the securities offered hereby represents our current intentions based on our present plans
and business condition. As of the date of this prospectus, we cannot predict with certainty all of the particular uses for the proceeds
to be received from the sale of the securities offered hereby or the amounts that we will actually spend on the uses set forth above.
When
we offer and sell the securities to which this prospectus relates, the prospectus supplement related to such offering will set forth
our intended use of the proceeds, if any, received from the sale of such securities.
DESCRIPTION OF CAPITAL STOCK
Our
authorized capital stock consists of 100,000,000 shares of common stock, $0.001 par value, and 20,000,000 shares of preferred
stock, $0.001 par value. As of January 16, 2025, there were 32,641,221 shares of common stock outstanding and no shares of
preferred stock outstanding.
The
following summary description of our capital stock is based on the provisions of our certificate of incorporation and bylaws and the
applicable provisions of Chapter 78 of Title 7 of the Nevada Revised Statutes. This information is qualified entirely by reference to
the applicable provisions of our certificate of incorporation, bylaws and Chapter 78 of Title 7 of the Nevada Revised Statutes. For information
on how to obtain copies of our certificate of incorporation and bylaws, which are exhibits to the registration statement of which this
prospectus is a part, see “Where You Can Find More Information.”
Common Stock
The
holders of our common stock are entitled to one vote for each share held of record on all matters submitted to a vote of the stockholders.
Our stockholders do not have cumulative voting rights in the election of directors. Subject to preferences that may be applicable to
any outstanding shares of preferred stock, the holders of common stock are entitled to receive ratably only those dividends as may be
declared by our board of directors out of legally available funds. Upon our liquidation, dissolution or winding up, holders of our common
stock are entitled to share ratably in all assets remaining after payment of liabilities and the liquidation preferences of any outstanding
shares of preferred stock. Holders of common stock have no preemptive or other subscription or conversion rights. There are no redemption
or sinking fund provisions applicable to our common stock. Shares of our common stock outstanding, and to be issued, are, and will be,
fully paid and non-assessable. Additional shares of authorized common stock may be issued, as authorized by our board of directors from
time to time, without stockholder approval, except as may be required by applicable stock exchange requirements.
Preferred Stock
Pursuant
to our articles of incorporation, our board of directors has the authority, without further action by the stockholders (unless such stockholder
action is required by applicable law or the rules of The Nasdaq Stock Market), to designate and issue up to 20,000,000 shares of
preferred stock in one or more series, to establish from time to time the number of shares to be included in each such series, to fix
the designations, powers, preferences and rights of the shares of each wholly unissued series, and any qualifications, limitations or
restrictions thereon, and to increase or decrease the number of shares of any such series, but not below the number of shares of such
series then outstanding. Shares of our preferred stock, if issued, will be fully paid and non-assessable.
We
will fix the designations, powers, preferences and rights of the preferred stock of each series, as well as the qualifications, limitations
or restrictions thereon, in the certificate of designation relating to that series. We will file as an exhibit to the registration statement
of which this prospectus is a part, or will incorporate by reference from reports that we file with the SEC, the form of any certificate
of designation that describes the terms of the series of preferred stock we are offering before the issuance of that series of preferred
stock. This description will include:
| • | the
title and stated value; |
| • | the
number of shares we are offering; |
| • | the
liquidation preference per share; |
| • | the
dividend rate, period and payment date and method of calculation for dividends; |
| • | whether
dividends will be cumulative or non-cumulative and, if cumulative, the date from which dividends
will accumulate; |
| • | the
procedures for any auction and remarketing, if any; |
| • | the
provisions for a sinking fund, if any; |
| • | the
provisions for redemption or repurchase, if applicable, and any restrictions on our ability
to exercise those redemption and repurchase rights; |
| • | any
listing of the preferred stock on any securities exchange or market; |
| • | whether
the preferred stock will be convertible into our common stock, and, if applicable, the conversion
price, or how it will be calculated, and the conversion period; |
| • | whether
the preferred stock will be exchangeable into debt securities, and, if applicable, the exchange
price, or how it will be calculated, and the exchange period; |
| • | voting
rights, if any, of the preferred stock; |
| • | preemptive
rights, if any; |
| • | restrictions
on transfer, sale or other assignment, if any; |
| • | whether
interests in the preferred stock will be represented by depositary shares; |
| • | a
discussion of any material United States federal income tax considerations applicable to
the preferred stock; |
| • | the
relative ranking and preferences of the preferred stock as to dividend rights and rights
if we liquidate, dissolve or wind up our affairs; |
| • | any
limitations on the issuance of any class or series of preferred stock ranking senior to or
on a parity with the series of preferred stock as to dividend rights and rights if we liquidate,
dissolve or wind up our affairs; and |
| • | any
other specific terms, preferences, rights or limitations of, or restrictions on, the preferred
stock. |
Our
board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting
power or other rights of the holders of our common stock. Preferred stock could be issued quickly with terms designed to delay or prevent
a change in control of our company or make removal of management more difficult. Additionally, the issuance of preferred stock may have
the effect of decreasing the market price of our common stock.
Anti-takeover Effects
of Provisions of Charter Documents and Nevada Law
Charter
Documents. Our bylaws contain provisions that could discourage potential takeover attempts and make it more difficult for
stockholders to change management, which could adversely affect the marketplace of our common stock.
Our
bylaws limit the personal liability for monetary damages for breach of fiduciary duty of our directors to our company and our stockholders
to the fullest extent permitted by the Nevada law. The inclusion of this provision in our bylaws may reduce the likelihood of derivative
litigation against directors and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach
of their fiduciary duty. In addition, our bylaws may be adopted, amended or repealed by the affirmative vote of the holders of at least
a majority of our outstanding shares of capital stock entitled to vote for the election of directors, and except as provided by Nevada
law, our board of directors shall have the power to adopt, amend or repeal the bylaws by a vote of not less than a majority of our directors.
Any bylaw provision adopted by the board of directors may be amended or repealed by the holders of a majority of the outstanding shares
of capital stock entitled to vote for the election of directors. Our bylaws also contain limitations as to who may call special meetings
as well as require advance notice of stockholder matters to be brought at a meeting. Additionally, our bylaws also provide that no director
may be removed by less than a two-thirds vote of the issued and outstanding shares entitled to vote on the removal.
Nevada
Law. Nevada Revised Statutes 78.138 expressly permits our board of directors, when evaluating any proposed tender or
exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary transaction, to consider
all relevant factors including, without limitation, the social, legal, and economic effects on the employees, customers, suppliers, and
other of our constituencies, and on the communities and geographical areas in which we operate. Our board of directors may also consider
the amount of consideration being offered in relation to the then-current market price for our outstanding shares of capital stock and
our then current value in a freely negotiated transaction.
We
may also 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. The first such threshold is the
acquisition of at least one-fifth but less than one-third of the outstanding voting power. We may become subject to Nevada’s control
share acquisition laws if we have 200 or more stockholders of record at least 100 of whom are residents of the State of Nevada and do
business in the State of Nevada directly or through an affiliated corporation.
Further,
we are subject to Nevada’s combination with interested stockholders statute (Nevada Revised Statutes 78.411 -78.444) which prohibits
an “interested stockholder” from entering into a “combination” with the corporation, unless certain conditions
are met. An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within
the prior three years, did beneficially own) 10 percent or more of the corporation’s voting stock, or otherwise has the ability
to influence or control such corporation’s management or policies.
Nevada
Law provides generally that the affirmative vote of a majority of the shares entitled to vote on any matter is required to amend a corporation’s
articles of incorporation or bylaws, unless a corporation’s articles of incorporation or bylaws, as the case may be, require a
greater percentage. Although our articles of incorporation and bylaws do not currently provide for such a supermajority vote on any matters,
our board of directors can amend our bylaws and we can, with the approval of our stockholders, amend our articles of incorporation to
provide for such a super-majority voting provision.
Transfer Agent and Registrar
The
transfer agent and registrar for our common stock is Equiniti Trust Company, LLC. The transfer agent’s address is 48 Wall Street,
23rd Floor, New York, NY 10005, and its telephone number is 1- 800-468-9716. The transfer agent for any series of preferred stock that
we may offer under this prospectus will be named and described in the prospectus supplement for that series.
Listing on The Nasdaq Capital Market
Our common stock is quoted
on The Nasdaq Stock Market LLC’s Nasdaq Capital Market under the symbol “RSSS.” Our preferred stock is not listed on
any securities exchange and there is no established trading market for these shares.
DESCRIPTION OF DEBT SECURITIES
We
may issue debt securities, in one or more series, as either senior or subordinated debt or as senior or subordinated convertible debt.
While the terms we have summarized below will apply generally to any debt securities that we may offer under this prospectus, we will
describe the particular terms of any debt securities that we may offer in more detail in the applicable prospectus supplement. The terms
of any debt securities offered under a prospectus supplement may differ from the terms described below. Unless the context requires otherwise,
whenever we refer to the indentures, we also are referring to any supplemental indentures that specify the terms of a particular series
of debt securities.
We
will issue the debt securities under the indenture that we will enter into with the trustee named in the indenture. The indenture will
be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an
exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a
part or will be incorporated by reference from reports that we file with the SEC. We use the term “debenture trustee” to
refer to the trustee under the indenture.
The
following summaries of material provisions of the debt securities and the indentures are subject to, and qualified in their entirety
by reference to, all of the provisions of the indenture applicable to a particular series of debt securities. We urge you to read the
applicable prospectus supplements and any related free writing prospectuses related to the debt securities that we may offer under this
prospectus, as well as the complete indentures that contain the terms of the debt securities.
General
The
indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to the principal
amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations on consolidation,
merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture do not contain any covenants
or other provisions designed to give holders of any debt securities protection against changes in our operations and financial condition
or transactions involving us.
We
may issue the debt securities issued under the indenture as “discount securities,” which means they may be sold at a discount
below their stated principal amount. These debt securities, as well as other debt securities that are not issued at a discount, may be
issued with “original issue discount,” or OID, for U.S. federal income tax purposes because of interest payment and other
characteristics or terms of the debt securities. Material U.S. federal income tax considerations applicable to debt securities issued
with OID will be described in more detail in any applicable prospectus supplement.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
| • | the
title of the series of debt securities; |
| • | any
limit upon the aggregate principal amount that may be issued; |
| • | the
maturity date or dates; |
| • | the
form of the debt securities of the series; |
| • | the
applicability of any guarantees; |
| • | whether
or not the debt securities will be secured or unsecured, and the terms of any secured debt; |
| • | whether
the debt securities rank as senior debt, senior subordinated debt, subordinated debt or any
combination thereof, and the terms of any subordination; |
| • | if
the price (expressed as a percentage of the aggregate principal amount thereof) at which
such debt securities will be issued is a price other than the principal amount thereof, the
portion of the principal amount thereof payable upon declaration of acceleration of the maturity
thereof, or if applicable, the portion of the principal amount of such debt securities that
is convertible into another security or the method by which any such portion shall be determined; |
| • | the
interest rate or rates, which may be fixed or variable, or the method for determining the
rate and the date interest will begin to accrue, the dates interest will be payable and the
regular record dates for interest payment dates or the method for determining such dates; |
| • | our
right, if any, to defer payment of interest and the maximum length of any such deferral period; |
| • | if
applicable, the date or dates after which, or the period or periods during which, and the
price or prices at which, we may, at our option, redeem the series of debt securities pursuant
to any optional or provisional redemption provisions and the terms of those redemption provisions; |
| • | the
date or dates, if any, on which, and the price or prices at which we are obligated, pursuant
to any mandatory sinking fund or analogous fund provisions or otherwise, to redeem, or at
the holder’s option to purchase, the series of debt securities and the currency or
currency unit in which the debt securities are payable; |
| • | the
denominations in which we will issue the series of debt securities, if other than denominations
of $1,000 and any integral multiple thereof; |
| • | any
and all terms, if applicable, relating to any auction or remarketing of the debt securities
of that series and any security for our obligations with respect to such debt securities
and any other terms which may be advisable in connection with the marketing of debt securities
of that series; |
| • | whether
the debt securities of the series shall be issued in whole or in part in the form of a global
security or securities; the terms and conditions, if any, upon which such global security
or securities may be exchanged in whole or in part for other individual securities; and the
depositary for such global security or securities; |
| • | if
applicable, the provisions relating to conversion or exchange of any debt securities of the
series and the terms and conditions upon which such debt securities will be so convertible
or exchangeable, including the conversion or exchange price, as applicable, or how it will
be calculated and may be adjusted, any mandatory or optional (at our option or the holders’
option) conversion or exchange features, the applicable conversion or exchange period and
the manner of settlement for any conversion or exchange; |
| • | if
other than the full principal amount thereof, the portion of the principal amount of debt
securities of the series which shall be payable upon declaration of acceleration of the maturity
thereof; |
| • | additions
to or changes in the covenants applicable to the particular debt securities being issued,
including, among others, the consolidation, merger or sale covenant; |
| • | additions
to or changes in the events of default with respect to the securities and any change in the
right of the debenture trustee or the holders to declare the principal, premium, if any,
and interest, if any, with respect to such securities to be due and payable; |
| • | additions
to or changes in or deletions of the provisions relating to covenant defeasance and legal
defeasance; |
| • | additions
to or changes in the provisions relating to satisfaction and discharge of the indenture; |
| • | additions
to or changes in the provisions relating to the modification of the indenture both with and
without the consent of holders of debt securities issued under the indenture; |
| • | the
currency of payment of debt securities if other than U.S. dollars and the manner of determining
the equivalent amount in U.S. dollars; |
| • | whether
interest will be payable in cash or additional debt securities at our or the holders’
option and the terms and conditions upon which the election may be made; |
| • | the
terms and conditions, if any, upon which we will pay amounts in addition to the stated interest,
premium, if any and principal amounts of the debt securities of the series to any holder
that is not a “United States person” for federal tax purposes; |
| • | any
restrictions on transfer, sale or assignment of the debt securities of the series; and |
| • | any
other specific terms, preferences, rights or limitations of, or restrictions on, the debt
securities, any other additions or changes in the provisions of the indenture, and any terms
that may be required by us or advisable under applicable laws or regulations. |
Conversion or Exchange Rights
We
will set forth in the prospectus supplement the terms on which a series of debt securities may be convertible into or exchangeable for
our common stock or our other securities. We will include provisions as to whether conversion or exchange is mandatory, at the option
of the holder or at our option. We may include provisions pursuant to which the number of shares of our common stock or our other securities
that the holders of the series of debt securities receive would be subject to adjustment.
Consolidation, Merger or Sale
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the indenture will not contain
any covenant that restricts our ability to merge or consolidate, or sell, convey, transfer or otherwise dispose of our assets as an entirety
or substantially as an entirety. However, any successor to or acquirer of such assets (other than a subsidiary of ours) must assume all
of our obligations under the indenture or the debt securities, as appropriate.
Events of Default Under the Indenture
Unless
we provide otherwise in the prospectus supplement applicable to a particular series of debt securities, the following are events of default
under the indenture with respect to any series of debt securities that we may issue:
| • | if
we fail to pay interest when due and payable and our failure continues for 90 days and the
time for payment has not been extended or deferred; |
| • | if
we fail to pay the principal, premium or sinking fund payment, if any, when due and payable
and the time for payment has not been extended or delayed; |
| • | if
we fail to observe or perform any other covenant contained in the debt securities or the
indentures, other than a covenant specifically relating to another series of debt securities,
and our failure continues for 90 days after we receive notice from the debenture trustee
or holders of at least 25% in aggregate principal amount of the outstanding debt securities
of the applicable series; and |
| • | if
specified events of bankruptcy, insolvency or reorganization occur. |
If
an event of default with respect to debt securities of any series occurs and is continuing, other than an event of default specified
in the last bullet point above, the debenture trustee or the holders of at least 25% in aggregate principal amount of the outstanding
debt securities of that series, by notice to us in writing, and to the debenture trustee if notice is given by such holders, may declare
the unpaid principal of, premium, if any and accrued interest, if any, due and payable immediately. If an event of default specified
in the last bullet point above occurs with respect to us, the principal amount of and accrued interest, if any, of each issue of debt
securities then outstanding shall be due and payable without any notice or other action on the part of the debenture trustee or any holder.
The
holders of a majority in principal amount of the outstanding debt securities of an affected series may waive any default or event of
default with respect to the series and its consequences, except defaults or events of default regarding payment of principal, premium,
if any, or interest, unless we have cured the default or event of default in accordance with the indenture. Any waiver shall cure the
default or event of default.
Subject
to the terms of the indenture, if an event of default under an indenture shall occur and be continuing, the debenture trustee will be
under no obligation to exercise any of its rights or powers under such indenture at the request or direction of any of the holders of
the applicable series of debt securities, unless such holders have offered the debenture trustee reasonable indemnity. The holders of
a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place
of conducting any proceeding for any remedy available to the debenture trustee, or exercising any trust or power conferred on the debenture
trustee, with respect to the debt securities of that series, provided that:
| • | the
direction so given by the holder is not in conflict with any law or the applicable indenture;
and |
| • | subject
to its duties under the Trust Indenture Act of 1939, the debenture trustee need not take
any action that might involve it in personal liability or might be unduly prejudicial to
the holders not involved in the proceeding. |
A
holder of the debt securities of any series will have the right to institute a proceeding under the indentures or to appoint a receiver
or trustee, or to seek other remedies only if:
| • | the
holder has given written notice to the debenture trustee of a continuing event of default
with respect to that series; |
| • | the
holders of at least 25% in aggregate principal amount of the outstanding debt securities
of that series have made written request, and such holders have offered reasonable indemnity
to the debenture trustee to institute the proceeding as trustee; and |
| • | the
debenture trustee does not institute the proceeding, and does not receive from the holders
of a majority in aggregate principal amount of the outstanding debt securities of that series
other conflicting directions within 90 days after the notice, request and offer. |
These
limitations do not apply to a suit instituted by a holder of debt securities if we default in the payment of the principal, premium,
if any, or interest on, the debt securities.
We
will periodically file statements with the debenture trustee regarding our compliance with specified covenants in the indentures.
Modification of Indenture; Waiver
We
and the debenture trustee may change an indenture without the consent of any holders with respect to specific matters:
| • | to
cure any ambiguity, defect or inconsistency in the indenture or in the debt securities of
any series; |
| • | to
comply with the provisions described above under “Description of Debt Securities—Consolidation,
Merger or Sale;” |
| • | to
provide for uncertificated debt securities in addition to or in place of certificated debt
securities; |
| • | to
add to our covenants, restrictions, conditions or provisions such new covenants, restrictions,
conditions or provisions for the benefit of the holders of all or any series of debt securities,
to make the occurrence, or the occurrence and the continuance, of a default in any such additional
covenants, restrictions, conditions or provisions an event of default or to surrender any
right or power conferred upon us in the indenture; |
| • | to
add to, delete from or revise the conditions, limitations, and restrictions on the authorized
amount, terms, or purposes of issue, authentication and delivery of debt securities, as set
forth in the indenture; |
| • | to
make any change that does not adversely affect the interests of any holder of debt securities
of any series in any material respect; |
| • | to
provide for the issuance of and establish the form and terms and conditions of the debt securities
of any series as provided above under “Description of Debt Securities—General”
to establish the form of any certifications required to be furnished pursuant to the terms
of the indenture or any series of debt securities, or to add to the rights of the holders
of any series of debt securities; |
| • | to
evidence and provide for the acceptance of appointment under any indenture by a successor
trustee; or |
| • | to
comply with any requirements of the SEC in connection with the qualification of any indenture
under the Trust Indenture Act of 1939. |
In
addition, under the indenture, the rights of holders of a series of debt securities may be changed by us and the debenture trustee with
the written consent of the holders of at least a majority in aggregate principal amount of the outstanding debt securities of each series
that is affected. However, unless we provide otherwise in the prospectus supplement applicable to a particular series of debt securities,
we and the debenture trustee may make the following changes only with the consent of each holder of any outstanding debt securities affected:
| • | extending
the fixed maturity of the series of debt securities; |
| • | reducing
the principal amount, reducing the rate of or extending the time of payment of interest,
or reducing any premium payable upon the redemption of any debt securities; or |
| • | reducing
the percentage of debt securities, the holders of which are required to consent to any amendment,
supplement, modification or waiver. |
Discharge
Each
indenture provides that we can elect to be discharged from our obligations with respect to one or more series of debt securities, except
for specified obligations, including obligations to:
| • | register
the transfer or exchange of debt securities of the series; |
| • | replace
stolen, lost or mutilated debt securities of the series; |
| • | pay
principal of and premium and interest on any debt securities of the series; |
| • | maintain
paying agencies; |
| • | hold
monies for payment in trust; |
| • | recover
excess money held by the trustee; |
| • | compensate
and indemnify the trustee; and |
| • | appoint
any successor trustee. |
In
order to exercise our rights to be discharged, we must deposit with the debenture trustee money or government obligations sufficient
to pay all the principal of, any premium, if any, and interest on, the debt securities of the series on the dates payments are due.
Form, Exchange and Transfer
We
will issue the debt securities of each series only in fully registered form without coupons and, unless we provide otherwise in the applicable
prospectus supplement, in denominations of $1,000 and any integral multiple thereof. The indenture provides that we may issue debt securities
of a series in temporary or permanent global form and as book-entry securities that will be deposited with, or on behalf of, The Depository
Trust Company or another depositary named by us and identified in a prospectus supplement with respect to that series. See “Legal
Ownership of Securities” for a further description of the terms relating to any book-entry securities.
At
the option of the holder, subject to the terms of the indenture and the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of any series of debt securities can exchange the debt securities for other debt securities
of the same series, in any authorized denomination and of like tenor and aggregate principal amount.
Subject
to the terms of the indenture and the limitations applicable to global securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by us or the security registrar, at the office of the security registrar
or at the office of any transfer agent designated by us for this purpose. Unless otherwise provided in the debt securities that the holder
presents for transfer or exchange, we will impose no service charge for any registration of transfer or exchange, but we may require
payment of any taxes or other governmental charges.
We
will name in the applicable prospectus supplement the security registrar, and any transfer agent in addition to the security registrar,
that we initially designate for any debt securities. We may at any time designate additional transfer agents or rescind the designation
of any transfer agent or approve a change in the office through which any transfer agent acts, except that we will be required to maintain
a transfer agent in each place of payment for the debt securities of each series.
If
we elect to redeem the debt securities of any series, we will not be required to:
| • | issue,
register the transfer of, or exchange any debt securities of that series during a period
beginning at the opening of business 15 days before the day of mailing of a notice of redemption
of any debt securities that may be selected for redemption and ending at the close of business
on the day of the mailing; or |
| • | register
the transfer of or exchange any debt securities so selected for redemption, in whole or in
part, except the unredeemed portion of any debt securities we are redeeming in part. |
Information Concerning the Debenture Trustee
The
debenture trustee, other than during the occurrence and continuance of an event of default under an indenture, undertakes to perform
only those duties as are specifically set forth in the applicable indenture. Upon an event of default under an indenture, the debenture
trustee must use the same degree of care as a prudent person would exercise or use in the conduct of his or her own affairs. Subject
to this provision, the debenture trustee is under no obligation to exercise any of the powers given it by the indentures at the request
of any holder of debt securities unless it is offered reasonable security and indemnity against the costs, expenses and liabilities that
it might incur.
Payment and Paying Agents
Unless
we otherwise indicate in the applicable prospectus supplement, we will make payment of the interest on any debt securities on any interest
payment date to the person in whose name the debt securities, or one or more predecessor securities, are registered at the close of business
on the regular record date for the interest.
We
will pay principal of and any premium and interest on the debt securities of a particular series at the office of the paying agents designated
by us, except that unless we otherwise indicate in the applicable prospectus supplement, we will make interest payments by check that
we will mail to the holder or by wire transfer to certain holders. Unless we otherwise indicate in the applicable prospectus supplement,
we will designate the corporate trust office of the debenture trustee in New York City as our sole paying agent for payments with respect
to debt securities of each series. We will name in the applicable prospectus supplement any other paying agents that we initially designate
for the debt securities of a particular series. We will maintain a paying agent in each place of payment for the debt securities of a
particular series.
All
money we pay to a paying agent or the debenture trustee for the payment of the principal of or any premium or interest on any debt securities
that remains unclaimed at the end of two years after such principal, premium or interest has become due and payable will be repaid to
us, and the holder of the debt security thereafter may look only to us for payment thereof.
Governing Law
Unless
we provide otherwise in the applicable prospectus supplement, the indentures and the debt securities will be governed by and construed
in accordance with the laws of the State of New York, except to the extent that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION OF WARRANTS
The
following description, together with the additional information we may include in any applicable prospectus supplement and free writing
prospectus, summarizes the material terms and provisions of the warrants that we may offer under this prospectus, which may consist of
warrants to purchase common stock, preferred stock or debt securities and may be issued in one or more series. Warrants may be offered
independently or in combination with common stock, preferred stock or debt securities offered by any prospectus supplement. While the
terms we have summarized below will apply generally to any warrants that we may offer under this prospectus, we will describe the particular
terms of any series of warrants in more detail in the applicable prospectus supplement. The following description of warrants will apply
to the warrants offered by this prospectus unless we provide otherwise in the applicable prospectus supplement. The applicable prospectus
supplement for a particular series of warrants may specify different or additional terms.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from reports
that we file with the SEC, the form of warrant and/or the warrant agreement and warrant certificate, as applicable, that contain the
terms of the particular series of warrants we are offering, and any supplemental agreements, before the issuance of such warrants. The
following summaries of material terms and provisions of the warrants are subject to, and qualified in their entirety by reference to,
all the provisions of the form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental agreements
applicable to a particular series of warrants that we may offer under this prospectus. We urge you to read the applicable prospectus
supplement related to the particular series of warrants that we may offer under this prospectus, as well as any related free writing
prospectus, and the complete form of warrant and/or the warrant agreement and warrant certificate, as applicable, and any supplemental
agreements, that contain the terms of the warrants.
General
We
will describe in the applicable prospectus supplement the terms of the series of warrants being offered, including:
| • | the
offering price and aggregate number of warrants offered; |
| • | the
currency for which the warrants may be purchased; |
| • | if
applicable, the designation and terms of the securities with which the warrants are issued
and the number of warrants issued with each such security or each principal amount of such
security; |
| • | in
the case of warrants to purchase debt securities, the principal amount of debt securities
purchasable upon exercise of one warrant and the price at, and currency in which, this principal
amount of debt securities may be purchased upon such exercise; |
| • | in
the case of warrants to purchase common stock or preferred stock, the number of shares of
common stock or preferred stock, as the case may be, purchasable upon the exercise of one
warrant and the price at which these shares may be purchased upon such exercise; |
| • | the
effect of any merger, consolidation, sale or other disposition of our business on the warrant
agreements and the warrants; |
| • | the
terms of any rights to redeem or call the warrants; |
| • | any
provisions for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the warrants; |
| • | the
dates on which the right to exercise the warrants will commence and expire; |
| • | the
manner in which the warrant agreements and warrants may be modified; |
| • | a
discussion of material or special U.S. federal income tax considerations, if any, of holding
or exercising the warrants; |
| • | the
terms of the securities issuable upon exercise of the warrants; and |
| • | any
other specific terms, preferences, rights or limitations of or restrictions on the warrants. |
Before
exercising their warrants, holders of warrants will not have any of the rights of holders of the securities purchasable upon such exercise,
including:
| • | in
the case of warrants to purchase debt securities, the right to receive payments of principal
of, or premium, if any, or interest on, the debt securities purchasable upon exercise or
to enforce covenants in the applicable indenture; or |
| • | in
the case of warrants to purchase common stock or preferred stock, the right to receive dividends,
if any, or payments upon our liquidation, dissolution or winding up or to exercise voting
rights, if any. |
Exercise of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement at the exercise price
that we describe in the applicable prospectus supplement. The warrants may be exercised as set forth in the prospectus supplement relating
to the warrants offered. Unless we otherwise specify in the applicable prospectus supplement, warrants may be exercised at any time up
to the close of business on the expiration date set forth in the prospectus supplement relating to the warrants offered thereby. After
the close of business on the expiration date, unexercised warrants will become void.
Upon
receipt of payment and the warrant or warrant certificate, as applicable, properly completed and duly executed at the corporate trust
office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement, we will, as soon as
practicable, issue and deliver the securities purchasable upon such exercise. If less than all of the warrants (or the warrants represented
by such warrant certificate) are exercised, a new warrant or a new warrant certificate, as applicable, will be issued for the remaining
warrants.
Enforceability of Rights by Holders of
Warrants
Each
warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation or relationship
of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for more than one issue of
warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable warrant agreement or
warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder
of a warrant may, without the consent of the related warrant agent or the holder of any other warrant, enforce by appropriate legal action
its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
No Outstanding Warrants
As of January 16,
2025, there were no outstanding warrants to purchase shares of our common stock.
DESCRIPTION OF RIGHTS
We
may issue rights to purchase our common stock or preferred stock, in one or more series. Rights may be issued independently or together
with any other offered security and may or may not be transferable by the person purchasing or receiving the subscription rights. In
connection with any rights offering to our stockholders, we may enter into a standby underwriting arrangement with one or more underwriters
pursuant to which such underwriters will purchase any offered securities remaining unsubscribed after such rights offering. In connection
with a rights offering to our stockholders, we will distribute certificates evidencing the rights and a prospectus supplement to our
stockholders on the record date that we set for receiving rights in such rights offering. The applicable prospectus supplement or free
writing prospectus will describe the following terms of rights in respect of which this prospectus is being delivered:
| • | the
title of such rights; |
| • | the
securities for which such rights are exercisable; |
| • | the
exercise price for such rights; |
| • | the
date of determining the security holders entitled to the rights distribution; |
| • | the
number of such rights issued to each security holder; |
| • | the
extent to which such rights are transferable; |
| • | if
applicable, a discussion of the material United States federal income tax considerations
applicable to the issuance or exercise of such rights; |
| • | the
date on which the right to exercise such rights shall commence, and the date on which such
rights shall expire (subject to any extension); |
| • | the
conditions to completion of the rights offering; |
| • | any
provision for changes to or adjustments in the exercise price or number of securities issuable
upon exercise of the rights; |
| • | the
extent to which such rights include an over-subscription privilege with respect to unsubscribed
securities; |
| • | if
applicable, the material terms of any standby underwriting or other purchase arrangement
that we may enter into in connection with the rights offering; and |
| • | any
other terms of such rights, including terms, procedures and limitations relating to the exchange
and exercise of such rights. |
Each
right will entitle the holder thereof the right to purchase for cash such amount of shares of common stock or preferred stock, or any
combination thereof, at such exercise price as shall in each case be set forth in, or be determinable as set forth in, the prospectus
supplement relating to the rights offered thereby. Rights may be exercised at any time up to the close of business on the expiration
date for such rights set forth in the prospectus supplement. After the close of business on the expiration date, all unexercised rights
will become void. Rights may be exercised as set forth in the prospectus supplement relating to the rights offered thereby. Upon receipt
of payment and the proper completion and due execution of the rights certificate at the office of the rights agent, if any, or any other
office indicated in the prospectus supplement, we will forward, as soon as practicable, the shares of common stock and/or preferred stock
purchasable upon such exercise. We may determine to offer any unsubscribed offered securities directly to persons other than stockholders,
to or through agents, underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements,
as set forth in the applicable prospectus supplement.
DESCRIPTION OF UNITS
The
following description, together with the additional information we may include in any applicable prospectus supplements and free writing
prospectuses, summarizes the material terms and provisions of the units that we may offer under this prospectus. While the terms we have
summarized below will apply generally to any units that we may offer under this prospectus, we will describe the particular terms of
any series of units in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below. However, no prospectus supplement will fundamentally change the terms that are set forth in
this prospectus or offer a security that is not registered and described in this prospectus at the time of its effectiveness.
We
will file as exhibits to the registration statement of which this prospectus is a part, or will incorporate by reference from a current
report on Form 8-K that we file with the SEC, the form of unit agreement that describes the terms of the series of units we are
offering, and any supplemental agreements, before the issuance of the related series of units. The following summaries of material terms
and provisions of the units are subject to, and qualified in their entirety by reference to, all the provisions of the unit agreement
and any supplemental agreements applicable to a particular series of units. We urge you to read the applicable prospectus supplements
related to the particular series of units that we sell under this prospectus, as well as the complete unit agreement and any supplemental
agreements that contain the terms of the units.
General
We
will describe in the applicable prospectus supplement the terms of the series of units being offered, including:
| • | the
offering price and aggregate number of units offered; |
| • | the
currency for which the units may be purchased; |
| • | if
applicable, the designation and terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may be held or transferred
separately; |
| • | a
discussion of material or special U.S. federal income tax considerations, if any, of holding
the units; and |
| • | any
other specific terms, preferences, rights or limitations of or restrictions on the units. |
The
provisions described in this section, as well as those described under “Description of Capital Stock,” “Description
of Debt Securities” and “Description of Warrants” will apply to each unit and to any common stock, preferred stock,
debt security or warrant included in each unit, respectively.
Enforceability of Rights by Holders of
Units
Each
unit agent, if any, will act solely as our agent under the applicable unit agreement and will not assume any obligation or relationship
of agency or trust with any holder of any unit. A single bank or trust company may act as unit agent for more than one series of units.
A unit agent will have no duty or responsibility in case of any default by us under the applicable unit agreement or unit, including
any duty or responsibility to initiate any proceedings at law or otherwise, or to make any demand upon us. Any holder of a unit may,
without the consent of the related unit agent or the holder of any other unit, enforce by appropriate legal action its rights as holder
under any security included in the unit.
LEGAL OWNERSHIP OF SECURITIES
We
can issue securities in registered form or in the form of one or more global securities. We describe global securities in greater detail
below. We refer to those persons who have securities registered in their own names on the books that we or any applicable trustee, depositary
or warrant agent maintain for this purpose as the “holders” of those securities. These persons are the legal holders of the
securities. We refer to those persons who, indirectly through others, own beneficial interests in securities that are not registered
in their own names, as “indirect holders” of those securities. As we discuss below, indirect holders are not legal holders,
and investors in securities issued in book-entry form or in street name will be indirect holders.
Book-Entry Holders
We
may issue securities in book-entry form only, as we will specify in the applicable prospectus supplement. This means securities may be
represented by one or more global securities registered in the name of a financial institution that holds them as depositary on behalf
of other financial institutions that participate in the depositary’s book-entry system. These participating institutions, which
are referred to as participants, in turn, hold beneficial interests in the securities on behalf of themselves or their customers.
Only
the person in whose name a security is registered is recognized as the holder of that security. Securities issued in global form will
be registered in the name of the depositary or its participants. Consequently, for securities issued in global form, we will recognize
only the depositary as the holder of the securities, and we will make all payments on the securities to the depositary. The depositary
passes along the payments it receives to its participants, which in turn pass the payments along to their customers who are the beneficial
owners. The depositary and its participants do so under agreements they have made with one another or with their customers; they are
not obligated to do so under the terms of the securities.
As
a result, investors in a book-entry security will not own securities directly. Instead, they will own beneficial interests in a global
security, through a bank, broker or other financial institution that participates in the depositary’s book-entry system or holds
an interest through a participant. As long as the securities are issued in global form, investors will be indirect holders, and not holders,
of the securities.
Street Name Holders
We
may terminate a global security or issue securities in non-global form. In these cases, investors may choose to hold their securities
in their own names or in “street name.” Securities held by an investor in street name would be registered in the name of
a bank, broker or other financial institution that the investor chooses, and the investor would hold only a beneficial interest in those
securities through an account he or she maintains at that institution.
For
securities held in street name, we will recognize only the intermediary banks, brokers and other financial institutions in whose names
the securities are registered as the holders of those securities, and we will make all payments on those securities to them. These institutions
pass along the payments they receive to their customers who are the beneficial owners, but only because they agree to do so in their
customer agreements or because they are legally required to do so. Investors who hold securities in street name will be indirect holders,
not holders, of those securities.
Legal Holders
Our
obligations, as well as the obligations of any applicable trustee and of any third parties employed by us or a trustee, run only to the
legal holders of the securities. We do not have obligations to investors who hold beneficial interests in global securities, in street
name or by any other indirect means. This will be the case whether an investor chooses to be an indirect holder of a security or has
no choice because we are issuing the securities only in global form.
For
example, once we make a payment or give a notice to the holder, we have no further responsibility for the payment or notice even if that
holder is required, under agreements with depositary participants or customers or by law, to pass it along to the indirect holders but
does not do so. Similarly, we may want to obtain the approval of the holders to amend an indenture, to relieve us of the consequences
of a default or of our obligation to comply with a particular provision of the indenture or for other purposes. In such an event, we
would seek approval only from the holders, and not the indirect holders, of the securities. Whether and how the holders contact the indirect
holders is up to the holders.
Special Considerations For Indirect Holders
If
you hold securities through a bank, broker or other financial institution, either in book-entry form or in street name, you should check
with your own institution to find out:
| • | how
it handles securities payments and notices; |
| • | whether
it imposes fees or charges; |
| • | how
it would handle a request for the holders’ consent, if ever required; |
| • | whether
and how you can instruct it to send you securities registered in your own name so you can
be a holder, if that is permitted in the future; |
| • | how
it would exercise rights under the securities if there were a default or other event triggering
the need for holders to act to protect their interests; and |
| • | if
the securities are in book-entry form, how the depositary’s rules and procedures
will affect these matters. |
Global Securities
A
global security is a security that represents one or any other number of individual securities held by a depositary. Generally, all securities
represented by the same global securities will have the same terms.
Each
security issued in book-entry form will be represented by a global security that we deposit with and register in the name of a financial
institution or its nominee that we select. The financial institution that we select for this purpose is called the depositary. Unless
we specify otherwise in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will
be the depositary for all securities issued in book-entry form.
A
global security may not be transferred to or registered in the name of anyone other than the depositary, its nominee or a successor depositary,
unless special termination situations arise. We describe those situations below under “Special Situations When a Global Security
Will Be Terminated.” As a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder
of all securities represented by a global security, and investors will be permitted to own only beneficial interests in a global security.
Beneficial interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account
with the depositary or with another institution that does. Thus, an investor whose security is represented by a global security will
not be a holder of the security, but only an indirect holder of a beneficial interest in the global security.
If
the prospectus supplement for a particular security indicates that the security will be issued in global form only, then the security
will be represented by a global security at all times unless and until the global security is terminated. If termination occurs, we may
issue the securities through another book-entry clearing system or decide that the securities may no longer be held through any book-entry
clearing system.
Special Considerations For Global Securities
The
rights of an indirect holder relating to a global security will be governed by the account rules of the investor’s financial
institution and of the depositary, as well as general laws relating to securities transfers. We do not recognize an indirect holder as
a holder of securities and instead deal only with the depositary that holds the global security.
If
securities are issued only in the form of a global security, an investor should be aware of the following:
| • | an
investor cannot cause the securities to be registered in his or her name, and cannot obtain
non-global certificates for his or her interest in the securities, except in the special
situations we describe below; |
| • | an
investor will be an indirect holder and must look to his or her own bank or broker for payments
on the securities and protection of his or her legal rights relating to the securities, as
we describe above; |
| • | an
investor may not be able to sell interests in the securities to some insurance companies
and to other institutions that are required by law to own their securities in non-book-entry
form; |
| • | an
investor may not be able to pledge his or her interest in a global security in circumstances
where certificates representing the securities must be delivered to the lender or other beneficiary
of the pledge in order for the pledge to be effective; |
| • | the
depositary’s policies, which may change from time to time, will govern payments, transfers,
exchanges and other matters relating to an investor’s interest in a global security; |
| • | we
and any applicable trustee have no responsibility for any aspect of the depositary’s
actions or for its records of ownership interests in a global security, nor do we or any
applicable trustee supervise the depositary in any way; |
| • | the
depositary may, and we understand that DTC will, require that those who purchase and sell
interests in a global security within its book-entry system use immediately available funds,
and your broker or bank may require you to do so as well; and |
| • | financial
institutions that participate in the depositary’s book-entry system, and through which
an investor holds its interest in a global security, may also have their own policies affecting
payments, notices and other matters relating to the securities. |
There
may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are not responsible for
the actions of any of those intermediaries.
Special Situations When a Global Security
Will Be Terminated
In
a few special situations described below, the global security will terminate and interests in it will be exchanged for physical certificates
representing those interests. After that exchange, the choice of whether to hold securities directly or in street name will be up to
the investor. Investors must consult their own banks or brokers to find out how to have their interests in securities transferred to
their own name, so that they will be direct holders. We have described the rights of holders and street name investors above.
Unless
we provide otherwise in the applicable prospectus supplement, the global security will terminate when the following special situations
occur:
| • | if
the depositary notifies us that it is unwilling, unable or no longer qualified to continue
as depositary for that global security and we do not appoint another institution to act as
depositary within 90 days; |
| • | if
we notify any applicable trustee that we wish to terminate that global security; or |
| • | if
an event of default has occurred with regard to securities represented by that global security
and has not been cured or waived. |
The
prospectus supplement may also list additional situations for terminating a global security that would apply only to the particular series
of securities covered by the applicable prospectus supplement. When a global security terminates, the depositary, and not we or any applicable
trustee, is responsible for deciding the names of the institutions that will be the initial direct holders.
PLAN OF DISTRIBUTION
We
may sell the securities from time to time pursuant to underwritten public offerings, “at the market” offerings, negotiated
transactions, block trades or a combination of these methods. We may sell the securities to or through underwriters or dealers, through
agents, or directly to one or more purchasers. We may distribute securities from time to time in one or more transactions:
| • | at
a fixed price or prices, which may be changed; |
| • | at
market prices prevailing at the time of sale; |
| • | at
prices related to such prevailing market prices; or |
A
prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will describe
the terms of the offering of the securities, including, to the extent applicable:
| • | the
name or names of the underwriters, if any; |
| • | the
purchase price of the securities or other consideration therefor, and the proceeds, if any,
we will receive from the sale; |
| • | any
over-allotment options under which underwriters may purchase additional securities from us; |
| • | any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’
compensation; |
| • | any
public offering price; |
| • | any
discounts or concessions allowed or reallowed or paid to dealers; and |
| • | any
securities exchange or market on which the securities may be listed. |
Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time to
time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by underwriters without
a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities offered by the prospectus
supplement, other than securities covered by any over-allotment option. Any public offering price and any discounts or concessions allowed
or reallowed or paid to dealers may change from time to time. We may use underwriters with whom we have a material relationship. We will
describe in the prospectus supplement, naming the underwriter, the nature of any such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering and sale
of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus supplement
states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from us at
the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment and delivery
on a specified date in the future. We will describe the conditions to these contracts and the commissions we must pay for solicitation
of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities Act, or
contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents and underwriters
may engage in transactions with, or perform services for, us in the ordinary course of business.
All
securities we may offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters
may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without notice.
We cannot guarantee the liquidity of the trading markets for any securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance with Regulation
M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short position. Stabilizing transactions
permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum price. Syndicate-covering
or other short-covering transactions involve purchases of the securities, either through exercise of the over-allotment option or in
the open market after the distribution is completed, to cover short positions. Penalty bids permit the underwriters to reclaim a selling
concession from a dealer when the securities originally sold by the dealer are purchased in a stabilizing or covering transaction to
cover short positions. Those activities may cause the price of the securities to be higher than it would otherwise be. If commenced,
the underwriters may discontinue any of the activities at any time.
Any
underwriters that are qualified market makers on The Nasdaq Capital Market may engage in passive market making transactions in the common
stock on The Nasdaq Capital Market in accordance with Regulation M under the Exchange Act, during the business day prior to the pricing
of the offering, before the commencement of offers or sales of the common stock. Passive market makers must comply with applicable volume
and price limitations and must be identified as passive market makers. In general, a passive market maker must display its bid at a price
not in excess of the highest independent bid for such security; if all independent bids are lowered below the passive market maker’s
bid, however, the passive market maker’s bid must then be lowered when certain purchase limits are exceeded. Passive market making
may stabilize the market price of the securities at a level above that which might otherwise prevail in the open market and, if commenced,
may be discontinued at any time.
We
may engage in “at-the-market-offerings” into an existing trading market within the meaning of Rule 415(a)(4) under
the Securities Act. In addition, we may enter into derivative transactions with third parties or sell securities not covered by this
prospectus to third parties in privately negotiated transactions. If the applicable prospectus supplement so indicates, in connection
with those derivatives, the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including
in short sale transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales
or to close out any related open borrowings of stock, and may use securities received from us in settlement of those derivatives to close
out any related open borrowings of stock. The third party in such sale transactions will be an underwriter and, if not identified in
this prospectus, will be named in the applicable prospectus supplement (or a post-effective amendment). In addition, we may otherwise
loan or pledge securities to a financial institution or other third party that in turn may sell the securities short using this prospectus
and the applicable prospectus supplement. Such financial institution or other third party may transfer its economic short position to
investors in our securities or in connection with a concurrent offering of other securities.
The
specific terms of any lock-up provisions in respect of any given offering will be described in the applicable prospectus supplement.
In
compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum consideration or discount
to be received by any FINRA member or independent broker dealer may not exceed 8% of the aggregate proceeds of the offering. If
5% or more of the net proceeds of any offering of our securities made under this prospectus will be received by a FINRA member participating
in the offering or affiliates or associated persons of such FINRA member, the offering will be conducted in accordance with FINRA Rule 5121.
The
underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for
which they receive compensation.
To
comply with the securities laws of certain states, if applicable, the securities offered by this prospectus will be offered and sold
in those states only through registered or licensed brokers or dealers.
LEGAL MATTERS
The
validity of the securities being offered hereby will be passed upon for us by Stubbs Alderton & Markiles, LLP, Sherman Oaks,
California.
EXPERTS
The
consolidated balance sheets of Research Solutions, Inc. as of June 30, 2024 and 2023, and the related consolidated statements
of comprehensive loss, stockholders’ equity and cash flows of Research Solutions, Inc. for the years ended June 30, 2024
and 2023, incorporated by reference in this prospectus have been so incorporated in reliance on the reports of Weinberg and Company,
P.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
This
prospectus is part of the registration statement on Form S-3 we filed with the SEC under the Securities Act and does not contain
all the information set forth in the registration statement. Whenever a reference is made in this prospectus to any of our contracts,
agreements or other documents, the reference may not be complete and you should refer to the exhibits that are a part of the registration
statement or the exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract,
agreement or other document. Because we are subject to the information and reporting requirements of the Exchange Act, we file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over
the Internet at the SEC’s website at www.sec.gov. Our Internet address is www.researchsolutions.com.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The
SEC allows us to incorporate by reference the information we file with it, which means that we can disclose important information to
you by referring you to another document that we have filed separately with the SEC. You should read the information incorporated by
reference because it is an important part of this prospectus. We incorporate by reference the following information or documents that
we have filed with the SEC (Commission File No. 001-39256):
| • | our
Current Reports on Form 8-K, dated October 4, 2024 (filed on October 4, 2024),
dated October 8, 2024 (filed on October 10, 2024), dated November 12, 2024
(filed on November 13, 2024) and dated December 4, 2024 (filed on December 5, 2024); |
Any
information in any of the foregoing documents will automatically be deemed to be modified or superseded to the extent that information
in this prospectus or in a later filed document that is incorporated or deemed to be incorporated herein by reference modifies or replaces
such information.
We
also incorporate by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K
and exhibits filed on such form that are related to such items) made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Exchange Act, including all such reports filed after the date of the initial registration statement and prior to effectiveness of
the registration statement, until we file a post-effective amendment that indicates the termination of the offering of the securities
made by this prospectus. Information in such future filings updates and supplements the information provided in this prospectus. Any
statements in any such future filings will automatically be deemed to modify and supersede any information in any document we previously
filed with the SEC that is incorporated or deemed to be incorporated herein by reference to the extent that statements in the later filed
document modify or replace such earlier statements.
We
will furnish without charge to each person to whom a copy of this prospectus is delivered, upon written or oral request, a copy of the
documents that have been incorporated by reference into this prospectus, including exhibits to these documents. You should direct any
requests for copies to:
Research Solutions, Inc.
10624 S. Eastern Ave., Suite A-614
Henderson, NV 89052
Attn: Investor Relations
Telephone: (310) 477-0354
$60,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
PROSPECTUS
[●],
2025
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| ITEM 14. | OTHER
EXPENSES OF ISSUANCE AND DISTRIBUTION. |
The
following table sets forth the estimated costs and expenses, other than the underwriting discounts and commissions payable by the Registrant
in connection with the offering of the securities being registered. All amounts are estimates, except the SEC registration fee.
| SEC registration fee | |
$ | --* | |
| Accounting fees and expenses | |
| ** | |
| Legal fees and expenses | |
| ** | |
| Transfer Agent fees and expenses | |
| ** | |
| Printing and related fees | |
| ** | |
| Miscellaneous | |
| ** | |
| Total | |
$ | ** | |
* Excludes the registration fee previously paid
in connection with unsold securities pursuant to Rule 415(a)(6) and the portion of registration fee offset pursuant to Rule 457(p). Please
see Exhibit 107 to this registration statement for more information.
** Estimated fees and expenses are not presently
known. The foregoing sets forth the general categories of fees and expenses (other than underwriting discounts and commissions) that
we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate
fees and expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable
prospectus supplement.
| ITEM 15. | INDEMNIFICATION
OF DIRECTORS AND OFFICERS. |
The
Nevada Revised Statutes and certain provisions of our Amended and Restated Bylaws under certain circumstances provide for indemnification
of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances
in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to
our Amended and Restated Bylaws and to the statutory provisions.
In
general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection
with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our
best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded
only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of our stockholders, that
the applicable standard of conduct was met by the person to be indemnified.
The
circumstances under which indemnification is granted in connection with an action brought on our behalf is generally the same as those
set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in
connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith
and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct.
Indemnification
may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders or directors.
The Nevada Revised Statutes also grant us the power to purchase and maintain insurance which protects our officers and directors against
any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us.
We
have entered into separate indemnification agreements with our directors and executive officers.
A
stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors
and officers as required by these indemnification provisions or agreements. At present, there is no pending litigation or proceeding
involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened
litigation that may result in claims for indemnification.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us
pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy
as expressed in the Securities Act and is therefore unenforceable.
| (1) |
To be filed by amendment or as an exhibit to a document to be incorporated or deemed to be incorporated by reference in this registration statement, including a Current Report on Form 8-K. |
ITEM 17. UNDERTAKINGS.
The
undersigned Registrant hereby undertakes:
(1) To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to:
(i)
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth
in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) include
any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
provided,
however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included
in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration
statement.
(2) That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each
prospectus filed by the Registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of
the date the filed prospectus was deemed part of and included in the registration statement; and
(ii) Each
prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into
the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of
sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was
part of the registration statement or made in any such document immediately prior to such effective date.
(5) That,
for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned Registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any
preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the
undersigned Registrant;
(iii) The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant
or its securities provided by or on behalf of the undersigned Registrant; and
(iv) Any
other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.
(6) That,
for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(7) That,
for purposes of determining any liability under the Securities Act of 1933:
(i) The
information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained
in a form of prospectus filed by the Registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as of the time it was declared effective;
(ii) Each
post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(8) To
file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310
of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities Exchange Commission under Section 305(b)(2) of
the Trust Indenture Act.
Insofar
as indemnification for liabilities arising under the Securities Act of 1933, as amended, or the Securities Act, may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Henderson, State of Nevada, on January 17, 2025.
| |
RESEARCH SOLUTIONS, INC. |
| |
|
| |
By: |
/s/
Roy W. Olivier |
| |
|
Roy W. Olivier |
| |
|
Chief Executive Officer and President |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE
PRESENTS that each individual whose signature appears below constitutes and appoints Roy W. Olivier and William Nurthen, and each of
them, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and stead, in
any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign
any registration statement for the same offering covered by the Registration Statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the same, with all
exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done
or by virtue hereof.
Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities
and on the dates stated.
| Signature |
|
Title |
Date |
| |
|
|
|
| /s/ Roy W. Olivier |
|
Chief
Executive Officer and President, and Director (Principal Executive Officer) |
January 17, 2025 |
| Roy W. Olivier |
|
| |
|
| /s/ William
Nurthen |
|
Chief
Financial Officer and Secretary
(Principal Financial and Accounting Officer) |
January 17, 2025 |
| William Nurthen |
|
| |
|
| /s/ Barbara
J. Cooperman |
|
Director |
January 17, 2025 |
| Barbara J. Cooperman |
|
| |
|
| /s/ Kenneth
L. Gayron |
|
Director |
January 17, 2025 |
| Kenneth L. Gayron |
|
| |
|
| /s/ General
Merrill McPeak |
|
Director |
January 17, 2025 |
| General Merrill McPeak |
|
| |
|
| /s/ Jeremy Murphy |
|
Director |
January 17, 2025 |
| Jeremy
Murphy |
|
| |
|
| /s/ John J.
Regazzi |
|
Director |
January 17, 2025 |
| John J. Regazzi |
|
Exhibit 5.1
January 17, 2025
Research Solutions, Inc.
10624 E. Eastern Ave., Ste. A-614,
Henderson, NV 89052
Ladies and Gentlemen:
We have acted as counsel
to Research Solutions, Inc., a Nevada corporation (the “Company”), in connection with the Registration Statement on
Form S-3, File No. 333-276240 (including all amendments and supplements thereto, the “Registration Statement”), filed
by the Company under the Securities Act of 1933, as amended (the “Securities Act”). The Company has provided us with
a prospectus (the “Prospectus”) which forms part of the Registration Statement. The Prospectus provides that it will
be supplemented in the future by one or more prospectus supplements (each, a “Prospectus Supplement”). The Registration
Statement, including the Prospectus as supplemented from time to time by one or more Prospectus Supplements, will provide for the registration
by the Company of the following securities:
| · | shares
of common stock, $0.001 par value per share, of the Company (the “Common Stock”); |
| · | shares
of preferred stock, $0.01 par value per share, of the Company (the “Preferred Stock”); |
| · | debt
securities, in one or more series (the “Debt Securities”), which may be
issued pursuant to an indenture to be dated on or about the date of the first issuance of
Debt Securities thereunder, by and between a trustee to be selected by the Company (the “Trustee”)
and the Company, in the form filed as Exhibit 4.2 to the Registration Statement (the “Indenture”); |
| · | warrants
to purchase Common Stock or Preferred Stock (the “Warrants”), which may
be issued under warrant agreements (each, a “Warrant Agreement”) to be
dated on or about the date of the first issuance of the applicable Warrants thereunder, by
and between a warrant agent to be selected by the Company (the “Warrant Agent”)
and the Company; |
| · | rights
to purchase Common Stock, Preferred Stock and, Debt Securities or other Company Securities,
in one or more series (the “Rights”), which may be issued under a rights
agreement and certificate issued thereunder (the “Rights Agreement”),
to be dated on or about the date of the first issuance of the applicable Rights thereunder,
by and between a rights agent to be selected by the Company (the “Rights Agent”)
and the Company; and |
| · | units
comprised of one or more shares of Common Stock or Preferred Stock, Debt Securities, Rights
or Warrants in any combination (the “Units”), which may be issued under
unit agreements (each, a “Unit Agreement”) to be dated on or about the
date of the first issuance of the applicable Units thereunder, by and between a unit agent
to be selected by the Company (the “Unit Agent”) and the Company. |
15260 Ventura Boulevard, 20th Floor
* Sherman Oaks, California 91403
office > 818.444.4500 * fax > 818.444.4520 |
1316 3rd Street Promenade, Suite
107 * Santa Monica, California 90401
office > 310.746.9800 * fax > 310.395.5292 |
 |
Research Solutions, Inc.
January 17, 2025
Page 2 |
The Common Stock, the Preferred
Stock, the Debt Securities, the Warrants, the Rights and the Units are collectively referred to herein as the “Securities.”
The Securities are being registered for offer and sale from time to time pursuant to Rule 415 under the Securities Act. The aggregate
public offering price of the Securities being registered is $60,000,000.
In connection with this opinion,
we have examined and relied upon the originals, or copies certified to our satisfaction, of such records, documents, certificates, opinions,
memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. As
to certain factual matters, we have relied upon certificates of the officers of the Company and have not independently sought to verify
such matters.
In rendering this opinion,
we have assumed the genuineness and authenticity of all signatures on original documents; the authenticity of all documents submitted
to us as originals; the conformity to originals of all documents submitted to us as copies; the accuracy, completeness and authenticity
of certificates of public officials; and the due authorization, execution and delivery of all documents where authorization, execution
and delivery are prerequisites to the effectiveness of such documents.
With respect to our opinion
as to the Common Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Common Stock are authorized
and available for issuance and that the consideration for the issuance and sale of the Common Stock (or Preferred Stock or Debt Securities
convertible into Common Stock or Warrants or Rights exercisable for Common Stock or Units of such Securities) is in an amount that is
not less than the par value of the Common Stock.
With respect to our opinion
as to the Preferred Stock, we have assumed that, at the time of issuance and sale, a sufficient number of shares of Preferred Stock are
authorized, designated and available for issuance and that the consideration for the issuance and sale of the Preferred Stock (or Debt
Securities convertible into Preferred Stock or Warrants or Rights exercisable for Preferred Stock or Units of such Securities) is in
an amount that is not less than the par value of the Preferred Stock.
We have assumed that any
Debt Securities, Rights, Warrants or Units, as the case may be, offered under the Registration Statement, and the related Indenture,
Warrant Agreement, Rights Agreement or Unit Agreement, as applicable, will be executed in the forms filed as exhibits to the Registration
Statement or incorporated by reference therein. We have also assumed that (i) with respect to securities being issued upon conversion
of any convertible Preferred Stock, the applicable convertible Preferred Stock will be duly authorized, validly issued, fully paid and
nonassessable; and (ii) with respect to securities being issued upon conversion of any convertible Debt Securities, Warrants, Rights
or Units, the applicable convertible Debt Securities, Warrants, Rights or Units will be valid and legally binding obligations of the
Company, enforceable against the Company in accordance with their terms, except as enforcement may be limited by applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity
principles and to limitations on availability of equitable relief, including specific performance.
|
Research Solutions, Inc.
January 17, 2025
Page 3 |
Our opinion herein is expressed
solely with respect to the federal laws of the United States and the Nevada Revised Statutes. Our opinion is based on these laws as in
effect on the date hereof. We express no opinion as to whether the laws of any jurisdiction are applicable to the subject matter hereof.
We are not rendering any opinion as to compliance with any federal or state law, rule or regulation relating to securities, or to the
sale or issuance thereof.
On the basis of the foregoing
and in reliance thereon, and subject to the qualifications herein stated, we are of the opinion that:
1.
With respect to the Common Stock offered under the Registration Statement, provided that (i) the Registration Statement and any
required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus
Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the issuance of the Common Stock
has been duly authorized by all necessary corporate action on the part of the Company; (iii) the issuance and sale of the Common Stock
do not violate any applicable law, are in conformity with the Company’s then operative articles of incorporation (the “Articles
of Incorporation”) and bylaws (the “Bylaws”), do not result in a default under or breach of any agreement
or instrument binding upon the Company and comply with any applicable requirement or restriction imposed by any court or governmental
body having jurisdiction over the Company; and (iv) the certificates for the Common Stock have been duly executed by the Company, countersigned
by the transfer agent therefor and duly delivered to the purchasers thereof against payment therefor, then the Common Stock, when issued
and sold as contemplated in the Registration Statement, the Prospectus and the related Prospectus Supplement(s) and in accordance with
any applicable duly authorized, executed and delivered purchase, underwriting or similar agreement, or upon conversion of any convertible
Preferred Stock, or convertible Debt Securities in accordance with their terms, or upon exercise of any Warrants in accordance with their
terms, will be duly authorized, validly issued, fully paid and nonassessable.
|
Research Solutions, Inc.
January 17, 2025
Page 4 |
2.
With respect to the Preferred Stock offered under the Registration Statement, provided that (i) the Registration Statement and
any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus and any and all Prospectus
Supplement(s) required by applicable laws have been delivered and filed as required by such laws; (ii) the terms and issuance of the
Preferred Stock have been duly authorized by all necessary corporate action on the part of the Company; (iii) the terms of the shares
of Preferred Stock and their issuance and sale do not violate any applicable law, are in conformity with the Articles of Incorporation
and Bylaws, do not result in a default under or breach of any agreement or instrument binding upon the Company and comply with any applicable
requirement or restriction imposed by any court or governmental body having jurisdiction over the Company; and (iv) the certificates
for the Preferred Stock have been duly executed by the Company, countersigned by the transfer agent therefor and duly delivered to the
purchasers thereof against payment therefor, then the Preferred Stock, when issued and sold as contemplated in the Registration Statement,
the Prospectus and the related Prospectus Supplement(s) and in accordance with any applicable duly authorized, executed and delivered
purchase, underwriting or similar agreement, or upon conversion of any convertible Debt Securities in accordance with their terms, or
upon exercise of any Warrants in accordance with their terms, will be duly authorized, validly issued, fully paid and nonassessable.
3.
With respect to any series of the Debt Securities issued under the Indenture and offered under the Registration Statement, provided
that (i) the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities
Act and the Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required
by such laws; (ii) the Indenture has been duly authorized by the Company and the Trustee by all necessary corporate action; (iii) the
Indenture in substantially the form filed as an exhibit to the Registration Statement, has been duly executed and delivered by the Company
and the Trustee; (iv) the issuance and terms of the Debt Securities have been duly authorized by the Company by all necessary corporate
action; (v) the terms of the Debt Securities and of their issuance and sale have been duly established in conformity with the Indenture,
so as not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company,
so as to be in conformity with the Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company; and (vi) the Debt Securities have been duly executed and delivered
by the Company and authenticated by the Trustee pursuant to the Indenture and delivered against payment therefor, then the Debt Securities,
when issued and sold in accordance with the Indenture and a duly authorized, executed and delivered purchase, underwriting or similar
agreement, or upon exercise of any Warrants under the Warrant Agreement, will be valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable bankruptcy,
insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject to general equity
principles and to limitations on availability of equitable relief, including specific performance.
|
Research Solutions, Inc.
January 17, 2025
Page 5 |
4.
With respect to the Warrants issued under the Warrant Agreement and offered under the Registration Statement, provided that (i)
the Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the
Prospectus and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws,
(ii) the Warrant Agreement (including a form of certificate evidencing the Warrants) has been duly authorized by the Company and the
Warrant Agent by all necessary corporate action; (iii) the Warrant Agreement has been duly executed and delivered by the Company and
the Warrant Agent; (iv) the issuance and terms of the Warrants have been duly authorized by the Company by all necessary corporate action;
(v) the terms of the Warrants and of their issuance and sale have been duly established in conformity with the Warrant Agreement and
as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable
law or result in a default under or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the
Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company; and (vi) the Warrants have been duly executed and delivered by the Company and authenticated by
the Warrant Agent pursuant to the Warrant Agreement and delivered against payment therefor, then the Warrants, when issued and sold as
contemplated in the Registration Statement, the Prospectus and the Prospectus Supplement(s) and in accordance with the Warrant Agreement
and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and legally binding obligations
of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof may be limited by applicable
bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’ rights, and subject
to general equity principles and to limitations on availability of equitable relief, including specific performance.
5.
With respect to the Rights issued under the Rights Agreement and offered under the Registration Statement, provided that (i) the
Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus
and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws, (ii) the
Rights Agreement (including a form of certificate evidencing the Rights) has been duly authorized by the Company and the Rights Agent
by all necessary corporate action; (iii) the Rights Agreement has been duly executed and delivered by the Company and the Rights Agent;
(iv) the issuance and terms of the Rights have been duly authorized by the Company by all necessary corporate action; (v) the terms of
the Rights and of their issuance and sale have been duly established in conformity with the Rights Agreement (including a form of certificate
evidencing the Rights) and as described in the Registration Statement, the Prospectus and the related Prospectus Supplement(s), so as
not to violate any applicable law or result in a default under or breach of any agreement or instrument binding upon the Company, so
as to be in conformity with the Articles of Incorporation and Bylaws, and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company; and (vi) the Rights have been duly executed and delivered by
the Company and authenticated by the Rights Agent pursuant to the Rights Agreement and delivered against payment therefor, then the Rights,
when issued and sold as contemplated in the Registration Statement, the Prospectus and the Prospectus Supplement(s) and in accordance
with the Rights Agreement and a duly authorized, executed and delivered purchase, underwriting or similar agreement, will be valid and
legally binding obligations of the Company, enforceable against the Company in accordance with their terms, except as enforcement thereof
may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar laws affecting creditors’
rights, and subject to general equity principles and to limitations on availability of equitable relief, including specific performance.
|
Research Solutions, Inc.
January 17, 2025
Page 6 |
6.
With respect to the Units issued under the Unit Agreement and offered under the Registration Statement, provided that (i) the
Registration Statement and any required post-effective amendment thereto have all become effective under the Securities Act and the Prospectus
and any and all Prospectus Supplement(s) required by applicable laws have been delivered and filed as required by such laws, (ii) the
Unit Agreement (including a form of certificate evidencing the Units) has been duly authorized by the Company and the Unit Agent by all
necessary corporate action; (iii) the Unit Agreement has been duly executed and delivered by the Company and the Unit Agent; (iv) the
issuance and terms of the Units have been duly authorized by the Company by all necessary corporate action; (v) the terms of the Units
and of their issuance and sale have been duly established in conformity with the Unit Agreement and as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon the Company, so as to be in conformity with the Articles of Incorporation and Bylaws,
and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Company;
and (vi) the Units have been duly executed and delivered by the Company and authenticated by the Unit Agent pursuant to the Unit Agreement
and delivered against payment therefor, then the Units, when issued and sold as contemplated in the Registration Statement, the Prospectus
and the Prospectus Supplement(s) and in accordance with the Unit Agreement and a duly authorized, executed and delivered purchase, underwriting
or similar agreement, will be valid and legally binding obligations of the Company, enforceable against the Company in accordance with
their terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium
or other similar laws affecting creditors’ rights, and subject to general equity principles and to limitations on availability
of equitable relief, including specific performance.
|
Research Solutions, Inc.
January 17, 2025
Page 7 |
We hereby consent to the
filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption “Legal
Matters” in the Prospectus which forms part of the Registration Statement. In giving our consent, we do not hereby admit that
we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
This opinion is expressed as of the date hereof, and we disclaim any undertaking to advise you of any subsequent changes in the facts
stated or assumed herein or of any subsequent changes in applicable law.
| |
Sincerely, |
| |
|
| |
/s/ Stubbs Alderton & Markiles, LLP |
| |
|
| |
Stubbs Alderton & Markiles, LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
We consent to the incorporation by reference in
this Amendment No. 1 to the Registration Statement on Form S-3 of Research Solutions, Inc. of our report dated September 20, 2024, relating
to the consolidated financial statements of Research Solutions, Inc. and Subsidiaries as of June 30, 2024 and 2023 and for the years
then ended which appear in Research Solutions, Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30, 2024 filed with the
Securities and Exchange Commission on September 20, 2024. We also consent to the reference to us under the heading “Experts”
in such Registration Statement.
/s/ Weinberg & Company, P.A.
January 17, 2025
Los Angeles, California
EXHIBIT 107
Calculation of Filing Fee Tables
Form S-3
(Form Type)
Research Solutions, Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly
Registered and Carry Forward Securities
| |
Security
Type |
Security
Class
Title |
Fee
Calculation
or Carry
Forward
Rule |
Amount
Registered
(1) |
Proposed
Maximum
Offering
Price Per
Unit (2) |
Maximum
Aggregate
Offering
Price(1) |
Fee
Rate |
Amount
of
Registration
Fee |
Carry
Forward
Form
Type |
Carry
Forward
File
Number |
Carry
Forward
Initial
Effective
Date |
Filing
Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward |
| Newly
Registered Securities |
| Fees
to be Paid |
Equity |
Common
Stock, $0.001 par value per share |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Equity |
Preferred
Stock, par value $0.001 per share |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Debt |
Debt
Securities |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Warrants |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Rights |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Other |
Units |
457(o) |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
-- |
| |
Unallocated
(Universal) Shelf |
-- |
457(o) |
-- |
N/A* |
$35,000,000 |
$0.00015310 |
$5,358.50
(4) |
-- |
-- |
-- |
-- |
| Carry
Forward Securities |
| Carry
Forward Securities |
Equity |
Common
Stock, $0.001 par value per share |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Equity |
Preferred
Stock, par value $0.01 per share |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Debt |
Debt
Securities |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Other |
Warrants |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Other |
Rights |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Other |
Units |
415(a)(6) |
-- |
-- |
-- |
-- |
-- |
S-3 |
333-276240 |
January
2, 2024 |
-- |
| |
Unallocated
(Universal Shelf) |
-- |
415(a)(6) |
-- |
N/A* |
$25,000,000
(3) |
$0.00014760 |
$3,690.00
(3) |
S-3 |
333-276240 |
January
2, 2024 |
$3,690.00
(3) |
| |
Total
Offering Amounts |
|
$60,000,000 |
|
$9,048.50
|
|
|
|
|
| |
Total
Fees Previously Paid |
|
|
|
$3,690.00 |
|
|
|
|
| |
Total
Fee Offsets |
|
|
|
$5,358.50
(4) |
|
|
|
|
| |
Net
Fee Due |
|
|
|
$-- |
|
|
|
|
| (1) | There are being registered hereunder such indeterminate number of shares of common stock and preferred
stock, such indeterminate principal amount of debt securities, such indeterminate number of warrants to purchase common stock, preferred
stock and/or debt securities, such indeterminate number of rights to purchase common stock or preferred stock, and such indeterminate
number of units as may be sold by the Registrant from time to time, which together shall have an aggregate initial offering price not
to exceed $60,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities
shall be in such greater principal amount at maturity as shall result in an aggregate offering price not to exceed $60,000,000, less the
aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as
units with the other securities registered hereunder. The proposed maximum offering price per class of security will be determined, from
time to time, by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder. The securities
registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities
as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise
of warrants or pursuant to the antidilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities
Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of
shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock
splits, stock dividends or similar transactions. |
| (2) | The proposed maximum aggregate offering price per class of security will be determined from time to time
by the Registrant in connection with the issuance by the Registrant of the securities registered hereunder and is not specified as to
each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act. |
| (3) | The Registrant previously filed a registration statement on Form S-3 (File No. 333-276240), initially
filed by the Registrant with the Securities and Exchange Commission on December 22, 2023, and declared effective on January 2, 2024 (the
“Prior Registration Statement”), registering an aggregate of $25,000,000 of an indeterminate number of securities to be offered
by the Registrant from time to time. Pursuant to Rule 415(a)(6) under the Securities Act, this registration statement on Form S-3 (this
“Registration Statement”) includes $25,000,000 of securities previously registered under the Prior Registration Statement
which remain unsold (the “Unsold Securities”). Pursuant to Rule 415(a)(6), the registration fee of $3,690.00 associated with
the offering of the Unsold Securities (based on the filing fee rate in effect at the time of the filing of the Prior Registration Statement)
is hereby carried forward to be applied to the Unsold Securities registered hereunder, and no additional filing fee is due with respect
to the Unsold Securities in connection with the filing of this Registration Statement. Pursuant to Rule 415(a)(6), the offering of the
Unsold Securities registered under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this
Registration Statement. |
| (4) | Represents the total of the fee offsets claimed pursuant to
Rule 457(p) under the Securities Act for the portion of registration fee previously paid with respect to the unsold securities of the
Registrant, as set forth in Table 2. |
| * | The proposed maximum offering price per unit is not applicable in that these securities are
not issued in predetermined amounts or units. |
Table 2: Fee
Offset Claims and Sources
| |
Registrant
or
Filer Name |
Form
or
Filing
Type |
File
Number |
Initial
Filing Date |
Filing
Date |
Fee
Offset
Claimed |
Security
Type
Associated
with Fee
Offset
Claimed |
Security
Title
Associated
with Fee
Offset
Claimed |
Unsold
Securities
with Fee
Offset
Claimed |
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed |
Fee
Paid with
Fee Offset
Source |
| Rules
457(b) and 0-11(a)(2) |
| Fees
Offset Claims |
|
-- |
-- |
-- |
|
-- |
|
|
|
|
|
| Fees
Offset Sources |
-- |
-- |
-- |
|
-- |
|
|
|
|
|
-- |
| Rule
457(p) |
| Fee
Offset Claims |
Research
Solutions, Inc. |
S-3/A |
333-276240(1) |
December
31, 2024 |
-- |
$5,358.50 |
Unallocated
(Universal Shelf) |
-- |
(1) |
$35,000,000 |
-- |
| Fees
Offset Sources |
Research
Solutions, Inc. |
S-3/A |
333-276240(1) |
-- |
December
31, 2024 |
-- |
-- |
-- |
-- |
-- |
$5,358.50 |
| (1) | A filing fee of $5,358.50 was previously paid in connection with the Registrant's December 31, 2024 filing
of a registration statement on Form S-3/A (File No. 333-276240) (the “Prior Registration Statement”), which filing was subsequently
withdrawn on January 17, 2025, and all of the securities offered thereunder remain unsold. Pursuant to Rule 457(p) under the Securities
Act, $5,358.50 of the registration fee paid under the Prior Registration Statement will be used to offset against a portion of the remaining
amount of the registration fee due for this Registration Statement. Accordingly, no registration fee is being paid with this Registration
Statement. |
Research Solutions (NASDAQ:RSSS)
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Research Solutions (NASDAQ:RSSS)
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から 1 2024 まで 1 2025
