エドガーで原本を確認する
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
November 13, 2025
Research Solutions, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other Jurisdiction of Incorporation)
1-39256 |
11-3797644 | |
| (Commission File Number) | (IRS Employer Identification No.) |
N/A1
(Address of Principal Executive Offices and zip code)
(310) 477-0354
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each Exchange on which registered |
| Common stock, $0.001 par value | RSSS | The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
1 In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices. Our mailing address is 10624 E. Eastern Ave., Ste. A-614, Henderson, NV 89052.
Item 2.02 Results of Operations and Financial Condition.
On November 13, 2025, the Registrant announced its financial results for the first quarter ended September 30, 2025. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 2.02 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits. |
| Exhibit Number |
Description | |
| 99.1 | Press Release issued November 13, 2025 entitled “Research Solutions Reports First Quarter Fiscal Year 2026 Results”. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESEARCH SOLUTIONS, INC. | ||
| Date: November 13, 2025 | By: | /s/ William Nurthen |
| William Nurthen | ||
| Chief Financial Officer | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Research Solutions Reports First Quarter Fiscal Year 2026 Results
Reports 21% Increase in ARR to $21.3 Million, Strong Growth in Net Income, Adjusted EBITDA and Operating Cash Flow
HENDERSON, Nev., November 13, 2025 — Research Solutions, Inc. (NASDAQ: RSSS), the leading AI-powered research workflow platform, reported financial results for its fiscal first quarter ended September 30, 2025.
Fiscal First Quarter 2026 Summary (compared to prior-year quarter)
| · | Annual Recurring Revenue (“ARR”) up 21% to $21.3 million, which includes approximately $14.8 million of B2B recurring revenue and $6.5 million of B2C recurring revenue. Net B2B ARR growth of $561,000 was up over 300% from last year and represents the best organic Q1 performance in Company history. |
| · | Platform revenue up 18% to $5.1 million. Platform revenue accounted for 42% of total revenue as compared to 36% in the prior-year quarter. |
| · | Total revenue of $12.3 million, a 2% increase. |
| · | Gross profit up 8% to $6.2 million. Total gross margin improved 270 basis points to 50.6%. |
| · | Net income of $749,000, or $0.02 per diluted share, compared to $669,000 or $0.02 per diluted share. |
| · | Adjusted EBITDA increased 16% to $1.5 million. On a trailing twelve-months ("TTM") basis, the Company has now generated Adjusted EBITDA of $5.5 million, which represents an 11.1% margin. |
| · | Cash flow from operations increased 31% to $1.1 million, compared to $843,000. On a TTM basis, the Company has now generated $7.3 million of cash flow from operations. |
“Our first quarter results show the continued progress of our transformation toward award winning SaaS and AI solutions. We posted the strongest organic Q1 growth on record within our B2B business, aided by winning multiple six-figure deals, including our largest ever Scite AI deal, which are being driven in part by the new capabilities offered within our Article Galaxy and Scite platforms, including API access, an AI rights add-on and the launch of Scite rankings. With these deals our Average Sales Price (“ASP”) is now near all-time high levels,” said Roy W. Olivier, President and CEO of Research Solutions. “We also continue to make incremental progress towards our ‘Rule of 40’ target, thanks to a 21% year-over-year increase in total ARR and our second-best EBITDA quarter in Company history. Lastly, the business continues to generate strong cash flow, placing us in a very strong position to reinvest into our sales and marketing efforts to further drive better execution and deliver for our shareholders.”
Fiscal First Quarter 2026 Results
Total revenue was $12.3 million, compared to $12.0 million in the year-ago quarter, driven by increased platform revenue versus the prior-year period.
Platform subscription revenue for the quarter was $5.1 million, an 18% year-over-year increase from the prior-year period. The increase was due to organic growth in the core B2C and B2B platforms, with the latter increasing due to a mix of new logo generation as well as upsells and cross sells into existing customers. The quarter ended with annual recurring revenue of $21.3 million, up 21% year-over-year (see the Company’s definition of annual recurring revenue below).
Transaction revenue was $7.2 million, compared to $7.7 million in the first quarter of fiscal 2025. The decrease was due to lower per article fees on paid orders. The transaction active customer count for the quarter was 1,326, compared to 1,390 customers in the prior-year quarter (see the Company's definition of active customer accounts and transactions below).
Total gross margin improved 270 basis points from the prior-year quarter to 50.6%. The increase was primarily driven by the continued revenue mix shift to the higher-margin Platforms business, including the expansion of the gross margin for that business.
Total operating expenses were $5.3 million, compared to $5.1 million in the first quarter of 2025. The increase was primarily related to higher sales and marketing expenses offset by reduced general and administrative and stock-based compensation expenses.
Net income in the first quarter was $749,000, or $0.02 per diluted share, compared to $669,000, or $0.02 per diluted share, in the prior-year quarter. Adjusted EBITDA was $1.5 million, compared to $1.3 million in the year-ago quarter (see definition and further discussion about the presentation of Adjusted EBITDA, a non-GAAP term, below).
Conference Call
Research Solutions President and CEO Roy W. Olivier and CFO Bill Nurthen will host the conference call, followed by a question-and-answer period.
Date: Thursday, November 13, 2025
Time: 5:00 p.m. ET (2:00 p.m. PT)
Dial-in number: 1-203-518-9708
Conference ID: RESEARCH
The conference call will be broadcast live and available for replay until December 13, 2025 by dialing 1-412-317-6671 and using the replay ID 11160315, and via the investor relations section of the Company's website at http://researchsolutions.investorroom.com/.
Fiscal First Quarter Financial and Operational Summary Tables vs. Prior-Year Quarter
| Quarter Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| Revenue: | ||||||||||||||||
| Platforms | $ | 5,120,840 | $ | 4,329,645 | $ | 791,195 | 18.3 | % | ||||||||
| Transactions | 7,191,345 | 7,714,837 | (523,492 | ) | -6.8 | % | ||||||||||
| Total Revenue | 12,312,185 | 12,044,482 | 267,703 | 2.2 | % | |||||||||||
| Gross Profit: | ||||||||||||||||
| Platforms | 4,510,465 | 3,782,478 | 727,987 | 19.2 | % | |||||||||||
| Transactions | 1,714,833 | 1,983,398 | (268,565 | ) | -13.5 | % | ||||||||||
| Total Gross Profit | 6,225,298 | 5,765,876 | 459,422 | 8.0 | % | |||||||||||
| Gross profit as a % of revenue: | ||||||||||||||||
| Platforms | 88.1 | % | 87.4 | % | 0.7 | % | ||||||||||
| Transactions | 23.8 | % | 25.7 | % | -1.9 | % | ||||||||||
| Total Gross Profit | 50.6 | % | 47.9 | % | 2.7 | % | ||||||||||
| Operating Expenses: | ||||||||||||||||
| Sales and marketing | 1,666,825 | 1,190,407 | 476,418 | 40.0 | % | |||||||||||
| Technology and product development | 1,410,151 | 1,372,758 | 37,393 | 2.7 | % | |||||||||||
| General and administrative | 1,675,359 | 1,930,176 | (254,817 | ) | -13.2 | % | ||||||||||
| Depreciation and amortization | 316,066 | 312,095 | 3,971 | 1.3 | % | |||||||||||
| Stock-based compensation | 212,482 | 417,989 | (205,507 | ) | -49.2 | % | ||||||||||
| Foreign currency translation loss (gain) | (17,256 | ) | (104,240 | ) | 86,984 | -83.4 | % | |||||||||
| Total Operating Expenses | 5,263,627 | 5,119,185 | 144,442 | 2.8 | % | |||||||||||
| Income (loss) from operations | 961,671 | 646,691 | 314,980 | 48.7 | % | |||||||||||
| Other Income (Expenses): | ||||||||||||||||
| Other income (expenses) | (191,053 | ) | 68,525 | (259,578 | ) | NM | ||||||||||
| Provision for income taxes | (21,231 | ) | (46,212 | ) | 24,981 | -54.1 | % | |||||||||
| Total Other Income (Expenses): | (212,284 | ) | 22,313 | (234,597 | ) | NM | ||||||||||
| Net income | $ | 749,387 | $ | 669,004 | $ | 80,383 | 12.0 | % | ||||||||
| Adjusted EBITDA | $ | 1,472,963 | $ | 1,272,535 | $ | 200,428 | 15.8 | % | ||||||||
| Quarter Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| Platforms: | ||||||||||||||||
| B2B ARR (Annual recurring revenue*): | ||||||||||||||||
| Beginning of Period | $ | 14,197,598 | $ | 12,060,201 | $ | 2,137,397 | 17.7 | % | ||||||||
| Incremental ARR | 560,874 | 127,633 | 433,241 | 339.4 | % | |||||||||||
| End of Period | $ | 14,758,472 | $ | 12,187,834 | $ | 2,570,637 | 21.1 | % | ||||||||
| Deployments: | ||||||||||||||||
| Beginning of Period | 1,171 | 1,021 | 150 | 14.7 | % | |||||||||||
| Incremental Deployments | 14 | 8 | 6 | 75.0 | % | |||||||||||
| End of Period | 1,185 | 1,029 | 156 | 15.2 | % | |||||||||||
| ASP (Average sales price): | ||||||||||||||||
| Beginning of Period | $ | 12,124 | $ | 11,812 | $ | 312 | 2.6 | % | ||||||||
| End of Period | $ | 12,454 | $ | 11,844 | $ | 610 | 5.2 | % | ||||||||
| B2C ARR (Annual recurring revenue*): | ||||||||||||||||
| Beginning of Period | $ | 6,721,356 | $ | 5,363,129 | $ | 1,358,227 | 25.3 | % | ||||||||
| Incremental ARR | (186,159 | ) | 67,666 | (253,825 | ) | NM | ||||||||||
| End of Period | $ | 6,535,197 | $ | 5,430,795 | $ | 1,104,402 | 20.3 | % | ||||||||
| Total ARR (Annualized recurring revenue): | $ | 21,293,669 | $ | 17,618,629 | $ | 3,675,040 | 20.9 | % | ||||||||
| Transaction Customers: | ||||||||||||||||
| Corporate customers | 1,002 | 1,074 | (72 | ) | -6.7 | % | ||||||||||
| Academic customers | 324 | 316 | 8 | 2.5 | % | |||||||||||
| Total customers | 1,326 | 1,390 | (64 | ) | -4.6 | % | ||||||||||
Active Customer Accounts, Transactions and Annual Recurring Revenue
The Company defines active customer accounts as the sum of the total quantity of customers per month for each month in the period divided by the respective number of months in the period. The quantity of customers per month is defined as customers with at least one transaction during the month.
A transaction is an order for a unit of copyrighted content fulfilled or managed in the Platform.
The Company defines annual recurring revenue (“ARR”) as the value of contracted Platform subscription recurring revenue normalized to a one-year period. For B2C ARR, this includes the annualized value of monthly subscriptions, meaning their monthly value multiplied by twelve.
Use of Non-GAAP Measure – Adjusted EBITDA
Research Solutions’ management evaluates and makes operating decisions using various financial metrics. In addition to the Company’s GAAP results, management also considers the non-GAAP measure of Adjusted EBITDA. Management believes that this non-GAAP measure provides useful information about the Company’s operating results.
The tables below provide a reconciliation of this non-GAAP financial measure with the most directly comparable GAAP financial measure. Adjusted EBITDA is defined as net income (loss), plus interest expense, other (income) expense, foreign currency transaction (gain) loss, provision for income taxes, depreciation and amortization, stock-based compensation, and other potential adjustments that may arise. Set forth below is a reconciliation of Adjusted EBITDA to net income (loss):
| Quarter Ended September 30, | ||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||
| Net Income (loss) | $ | 749,387 | $ | 669,004 | $ | 80,383 | 12.0 | % | ||||||||
| Add (deduct): | ||||||||||||||||
| Other (income) expense | 191,053 | (68,525 | ) | 259,578 | NM | |||||||||||
| Foreign currency translation loss (gain) | (17,256 | ) | (104,240 | ) | 86,984 | -83.4 | % | |||||||||
| Provision for income taxes | 21,231 | 46,212 | (24,981 | ) | -54.1 | % | ||||||||||
| Depreciation and amortization | 316,066 | 312,095 | 3,971 | 1.3 | % | |||||||||||
| Stock-based compensation | 212,482 | 417,989 | (205,507 | ) | -49.2 | % | ||||||||||
| Adjusted EBITDA | $ | 1,472,963 | $ | 1,272,535 | $ | 200,428 | 15.8 | % | ||||||||
About Research Solutions
Research Solutions, Inc. (NASDAQ: RSSS) is a vertical SaaS and AI Company that simplifies research workflow for academic institutions, life science companies, and research organizations worldwide. As one of the only publisher-independent marketplaces for scientific, technical, and medical (STM) content, the Company uniquely combines AI-powered tools—including an intelligent research assistant and full-text search capabilities—with seamless access to both open access and paywalled research. The platform enables organizations to discover, access, manage and analyze scientific literature more efficiently, accelerating the pace of scientific discovery. For more information and details, please visit www.researchsolutions.com Certain statements in this press release may contain "forward-looking statements" regarding future events and our future results.
Important Cautions Regarding Forward-Looking Statements
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 enhanced product offerings, additional customers, creating long-term value for shareholders 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.
Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
| September 30, | June 30, | ||||||
| 2025 | 2025 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 11,955,763 | $ | 12,227,312 | |||
| Accounts receivable, net of allowance of $126,398 and $182,324, respectively | 6,899,181 | 7,191,234 | |||||
| Prepaid expenses and other current assets | 720,261 | 580,257 | |||||
| Prepaid royalties | 80,438 | 925 | |||||
| Total current assets | 19,655,643 | 19,999,728 | |||||
| Non-current assets: | |||||||
| Property and equipment, net of accumulated depreciation of $978,832 and $964,883, respectively | 68,695 | 60,769 | |||||
| Intangible assets, net of accumulated amortization of $3,042,399 and $2,736,773, respectively | 9,411,321 | 9,686,241 | |||||
| Goodwill | 16,372,979 | 16,372,979 | |||||
| Deposits and other assets | 982 | 957 | |||||
| Total assets | $ | 45,509,620 | $ | 46,120,674 | |||
| Liabilities and Stockholders’ Equity | |||||||
| Current liabilities: | |||||||
| Accounts payable and accrued expenses | $ | 7,600,243 | $ | 7,443,757 | |||
| Deferred revenue | 9,982,074 | 10,702,120 | |||||
| Contingent earnout liability, current portion | 7,296,225 | 7,363,152 | |||||
| Total current liabilities | 24,878,542 | 25,509,029 | |||||
| Non-current liabilities: | |||||||
| Contingent earnout liability, long-term portion | 5,036,758 | 6,683,488 | |||||
| Total liabilities | 29,915,300 | 32,192,517 | |||||
| Commitments and contingencies | |||||||
| Stockholders’ equity: | |||||||
| Preferred stock; $0.001 par value; 20,000,000 shares authorized; no shares issued and outstanding | — | — | |||||
| Common stock; $0.001 par value; 100,000,000 shares authorized; 32,823,996 and 32,479,993 shares issued and outstanding, respectively | 32,824 | 32,480 | |||||
| Additional paid-in capital | 39,975,022 | 39,059,557 | |||||
| Accumulated deficit | (24,294,306) | (25,043,693) | |||||
| Accumulated other comprehensive loss | (119,220) | (120,187) | |||||
| Total stockholders’ equity | 15,594,320 | 13,928,157 | |||||
| Total liabilities and stockholders’ equity | $ | 45,509,620 | $ | 46,120,674 | |||
Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations and Other Comprehensive Income (Loss)
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Revenue: | ||||||||
| Platforms | $ | 5,120,840 | $ | 4,329,645 | ||||
| Transactions | 7,191,345 | 7,714,837 | ||||||
| Total revenue | 12,312,185 | 12,044,482 | ||||||
| Cost of revenue: | ||||||||
| Platforms | 610,375 | 547,167 | ||||||
| Transactions | 5,476,512 | 5,731,439 | ||||||
| Total cost of revenue | 6,086,887 | 6,278,606 | ||||||
| Gross profit | 6,225,298 | 5,765,876 | ||||||
| Operating expenses: | ||||||||
| Selling, general and administrative | 4,947,561 | 4,807,090 | ||||||
| Depreciation and amortization | 316,066 | 312,095 | ||||||
| Total operating expenses | 5,263,627 | 5,119,185 | ||||||
| Income from operations | 961,671 | 646,691 | ||||||
| Other income | 126,913 | 68,525 | ||||||
| Change in fair value of contingent earnout liability | (317,966 | ) | — | |||||
| Income before provision for income taxes | 770,618 | 715,216 | ||||||
| Provision for income taxes | (21,231 | ) | (46,212 | ) | ||||
| Net income | 749,387 | 669,004 | ||||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation | 967 | (6,168 | ) | |||||
| Comprehensive income | $ | 750,354 | $ | 662,836 | ||||
| Basic income per common share: | ||||||||
| Net income per share | $ | 0.02 | $ | 0.02 | ||||
| Weighted average common shares outstanding | 31,234,875 | 30,346,871 | ||||||
| Diluted income per common share: | ||||||||
| Net income per share | $ | 0.02 | $ | 0.02 | ||||
| Weighted average common shares outstanding | 32,070,121 | 31,200,917 | ||||||
Research Solutions, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)
| Three Months Ended | ||||||||
| September 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flow from operating activities: | ||||||||
| Net income | $ | 749,387 | $ | 669,004 | ||||
| Adjustment to reconcile net income to net cash provided by operating activities: | ||||||||
| Depreciation and amortization | 316,066 | 312,095 | ||||||
| Stock options expense | 58,706 | 28,856 | ||||||
| Restricted common stock expense | 153,776 | 389,133 | ||||||
| Adjustment to contingent earnout liability | 317,966 | — | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 292,053 | 566,194 | ||||||
| Prepaid expenses and other current assets | (140,004 | ) | (5,944 | ) | ||||
| Prepaid royalties | (79,513 | ) | 494,713 | |||||
| Accounts payable and accrued expenses | 158,728 | (618,140 | ) | |||||
| Deferred revenue | (720,046 | ) | (992,792 | ) | ||||
| Net cash provided by operating activities | 1,107,119 | 843,119 | ||||||
| Cash flow from investing activities: | ||||||||
| Purchase of property and equipment | (17,539 | ) | — | |||||
| Net cash used in investing activities | (17,539 | ) | — | |||||
| Cash flow from financing activities: | ||||||||
| Common stock repurchase | (23,387 | ) | (16,119 | ) | ||||
| Payment of contingent acquisition consideration - Scite and FIZ | (1,337,857 | ) | — | |||||
| Net cash used in financing activities | (1,361,244 | ) | (16,119 | ) | ||||
| Effect of exchange rate changes | 115 | (2,258 | ) | |||||
| Net increase (decrease) in cash and cash equivalents | (271,549 | ) | 824,742 | |||||
| Cash and cash equivalents, beginning of period | 12,227,312 | 6,100,031 | ||||||
| Cash and cash equivalents, end of period | $ | 11,955,763 | $ | 6,924,773 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income taxes | $ | 21,231 | $ | 46,212 | ||||
| Non-cash investing and financing activities: | ||||||||
| Contingent consideration accrual on asset acquisition | $ | 29,117 | $ | 33,353 | ||||
| Common stock issued for Scite earnout payment | $ | 726,714 | $ | — | ||||
Contact
Steven Hooser or John Beisler
Three Part Advisors
(214) 872-2710
shooser@threepa.com; jbeisler@threepa.com
# # #