Business Context and Reporting Period
Research Solutions, Inc. (Nevada) filed this Form 8-K on June 20, 2017, reporting the entry into a Material Definitive Agreement. The company is based in Encino, CA.
Key Financial Metrics and Transaction Details
This filing details a specific asset sale rather than general financial performance metrics such as revenue, profit, or cash flow for the reporting period.
- Transaction Type: Asset Purchase Agreement (APA) to sell the "Reprints Business" (soliciting, brokering, and fulfilling bulk reprints) to Copyright Clearance Center, Inc. (CCC).
- Assets Excluded: Electronic transaction (Article Galaxy) and SaaS platform business lines are retained.
- Upfront Consideration: $500,000 payable at closing.
- Deferred Consideration: 50% of gross margins from the Reprints Business for 30 months post-closing, paid semi-annually.
- Indemnification Cap: Maximum liability capped at the total purchase price; CCC must incur losses exceeding $24,000 before seeking indemnification.
Material Changes and Covenants
The filing outlines significant operational changes and restrictions resulting from the agreement:
- Non-Compete: Research Solutions and Reprints Desk are restricted from competing with the Reprints Business for 48 months post-closing.
- Non-Solicitation: Parties cannot solicit customers of the Reprints Business for 54 months post-closing.
- Closing Conditions: The transaction is contingent upon obtaining third-party consents for the assignment of material agreements.
Guidance, Outlook, and Risks
The filing does not provide forward-looking financial guidance, management commentary on future earnings, or a discussion of general business risks beyond the transaction specifics.
Contingencies: The closing is subject to customary conditions, specifically third-party consents. The deferred consideration is contingent on the gross margins generated by the sold assets over the 30-month period.
Investor Verification Checklist
- Verify the status of third-party consents required to close the Asset Sale.
- Confirm the definition of "gross margins" used for calculating the 50% deferred consideration.
- Assess the impact of the 48-month non-compete and 54-month non-solicitation clauses on future revenue streams.
- Review the specific material agreements being assigned to CCC to understand potential operational dependencies.