HENDERSON,
Nev. , Sept. 18, 2023 /PRNewswire/ --
Research Solutions, Inc. (NASDAQ: RSSS) (the "Company"), a
trusted partner providing cloud-based workflow solutions to
accelerate research for R&D-driven organizations, announced
today that it has entered into a cooperation agreement (the
"Cooperation Agreement") with Peter
Derycz, Bristol Investment Fund, Ltd., Bristol Capital
Advisors, LLC and Paul Kessler
(collectively, the "Investor Group"), which collectively own
5,921,930 shares of the Company's outstanding common stock.
Under the terms of the Cooperation Agreement, Mr. Derycz's
employment will be terminated without cause, and he will resign
from the Company's board of directors (the "Board") and all
committees upon which he currently serves, and from any positions
that he holds with the Company and any of its subsidiaries. To fill
the vacancy resulting from Mr. Dercyz's departure, the Company will
appoint an independent director to the Board that is mutually
agreed upon by the parties.
Additionally, the Investor Group has agreed to withdraw its
notice of intent to nominate director candidates for election at
the Company's 2023 Annual Meeting of Shareholders (the "Annual
Meeting") and cease all solicitations of proxies and other
activities in connection with the Annual Meeting. During the term
of the Cooperation Agreement, the Investor Group has also agreed to
customary standstill provisions and voting commitments. Further,
the Company and the Investor Group have each agreed to a mutual
general release of claims with respect to the other party.
"We are pleased to have reached this constructive agreement with
the Investor Group, which we believe is in the best interests of
the Company and our shareholders," said Roy
W. Olivier, Chief Executive Officer of the Company. "We look
forward to putting this matter behind us and focusing on the
continued execution of our strategic plan."
"The Investor Group is appreciative of the collaborative
approach taken by the Board in reaching this resolution," said
Peter Derycz. "We welcome the
addition of a new independent director that takes into account
shareholder input, and believe that this addition can assist the
Company in its commitment to maximizing shareholder value."
A copy of the Cooperation Agreement will be included as an
exhibit to the Company's Current Report on Form 8-K, which will be
filed with the U.S. Securities and Exchange Commission.
About Research Solutions
Research Solutions, Inc.
(NASDAQ: RSSS) provides cloud-based technologies to streamline the
process of obtaining, managing, and creating intellectual property.
Founded in 2006 as Reprints Desk, the company was a pioneer in
developing solutions to serve researchers. Today, more than 70
percent of the top pharmaceutical companies, prestigious
universities, and emerging businesses rely on Article Galaxy, the
company's SaaS research platform, to streamline access to the
latest scientific research and data with 24/7 customer support. For
more information and details, please visit
www.researchsolutions.com.
About Peter Derycz
Mr.
Derycz is the Founder and Executive Chairman of Research Solutions,
Inc. and previously served as the President and Chief Executive
Officer. Mr. Derycz has also founded and served as the Chief
Executive Officer and as a member of the board of directors of
several other companies focused in the technology and end-user
sectors, and which provide access to published information to
thousands of end-users around the world.
About Bristol Investment Fund Ltd.
Bristol seeks deep
value investment opportunities in both publicly traded and private
companies, late stage pre-IPO companies (through private equity
and/or bridge loans), and companies with valuation metrics
demonstrating significant potential for growth. Bristol has a 20+
year track record managing the fund's assets, employing an
investment team with several decades' worth of collective
experience in investing in private equity and structured financing
transactions in public companies. Bristol evaluates the enterprise,
financial condition, strength of management, strategy, governance,
shareholder constituency, and potential catalysts for growth in
identifying those companies best suited for investment
allocation.
Important Cautions Regarding Forward-Looking
Statements
Certain statements in this press release may
contain "forward-looking statements" regarding future events and
our future results. All statements other than statements of
historical facts are statements that could be deemed to be
forward-looking statements. These statements are based on current
expectations, estimates, forecasts, and projections about the
markets in which we operate and the beliefs and assumptions of our
management. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," "endeavors," "strives," "may," or variations of such
words, and similar expressions are intended to identify such
forward-looking statements. Readers are cautioned that these
forward-looking statements are subject to a number of risks,
uncertainties and assumptions that are difficult to predict,
estimate or verify. Therefore, actual results may differ materially
and adversely from those expressed in any forward-looking
statements. Such risks and uncertainties include those factors
described in the Company's most recent Annual Report on Form 10-K,
as such may be amended or supplemented by subsequent Quarterly
Reports on Form 10-Q, or other reports filed with the Securities
and Exchange Commission. Examples of forward-looking statements in
this release include statements regarding future personnel
decisions, and the Company's prospects for growth. Readers are
cautioned not to place undue reliance on these forward-looking
statements. The forward-looking statements are made only as of the
date hereof, and the Company undertakes no obligation to publicly
release the result of any revisions to these forward-looking
statements. For more information, please refer to the Company's
filings with the Securities and Exchange Commission.
View original content to download
multimedia:https://www.prnewswire.com/news-releases/research-solutions-announces-cooperation-agreement-with-peter-derycz-and-bristol-investment-fund-ltd-301930048.html
SOURCE Research Solutions, Inc.