Business Context and Reporting Period
This Form 8-K Current Report was filed by Research Solutions, Inc. on August 18, 2014. The filing reports a corporate governance event involving the expansion of the Board of Directors and the appointment of a new director.
Key Financial Metrics
The filing does not provide current period revenue, profit, cash flow, margins, debt, or liquidity metrics. The only financial data disclosed relates to a historical transaction:
- Historical Proceeds: On November 13, 2013, the company received gross proceeds of $325,000 from the exercise of warrants by Bristol Investment Fund Ltd. for 162,500 shares at $2.00 per share.
Material Changes
The primary material change reported is the increase in the authorized number of Board members from five to six. Consequently, Paul Kessler was appointed to fill the newly created vacancy.
Management Commentary, Risks, and Unusual Items
Management Commentary: The Board believes Mr. Kessler's extensive experience in capital formation, corporate finance, and corporate governance will significantly contribute to the Registrant's growth. He brings over 25 years of experience as an investor and venture capitalist.
Related Party Transactions and Conflicts:
- Mr. Kessler is the brother-in-law of Peter Derycz, the Registrant's Chief Executive Officer.
- Mr. Kessler founded Bristol Capital Advisors, LLC, which owns approximately 27% of the Registrant's outstanding common stock.
- Mr. Kessler serves as the manager of the investment advisory firm to Bristol Investment Fund Ltd., the entity that exercised warrants in 2013.
Risks and Contingencies: The filing does not explicitly list new risks or contingencies beyond the standard disclosure of related party relationships.
Key Facts for Investor Verification
- Paul Kessler now holds a seat on the Board of Directors and owns approximately 27% of the company's common stock via Bristol Capital Advisors, LLC.
- There is a close familial relationship between the new director (Mr. Kessler) and the CEO (Peter Derycz).
- The filing contains no updated financial performance data for the current period.
- Mr. Kessler has prior board experience with Wizard World, Inc., American Cumo Mining Corporation, and Lion Biotechnologies, Inc.