UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 2)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report:
(Date of earliest event reported)
October 8, 2024
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.
EXPLANATORY NOTE
On October 10, 2024, Research Solutions, Inc., or the Company, filed a Current Report on Form 8-K, or the Original Form 8-K, with the Securities and Exchange Commission, or SEC, concerning (i) the dismissal of Weinberg and Company, P.A., or Weinberg, and (ii) the engagement of Wipfli LLP, or Wipfli. On October 17, 2024, the Company filed a Current Report on Form 8-K/A, Amendment No. 1, with the SEC clarifying (i) the effective date for the dismissal of Weinberg and (ii) the commencement of Wipfli’s review of the Company’s financial statements.
This Amendment No. 2 on Form 8-K/A, or this Amendment No. 2, further amends the Original Form 8-K to report the effective date for the dismissal of Weinberg. Except as expressly noted above and the letter attached hereto as Exhibit 16.1, this Amendment No. 2 does not modify or update in any way disclosures made in the Original Form 8-K or Amendment No. 1. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Form 8-K and Amendment No. 1.
| Item 4.01. | Changes in Registrant’s Certifying Accountant. |
| (a) | Dismissal of Independent Registered Public Accounting Firm. |
On October 8, 2024, the Audit Committee of the Board of Directors, or the Audit Committee, of the Company dismissed Weinberg as the Company’s independent registered public accounting firm, effective upon the filing of the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, the financial statements with respect to which Weinberg reviewed. The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2024, was filed on November 14, 2024, or the Dismissal Date, whereby the dismissal of Weinberg became effective.
Weinberg’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2024, and 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal year ended June 30, 2024, and 2023, and the subsequent interim period through the Dismissal Date: (i) there were no “disagreements”, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Weinberg's satisfaction, would have caused Weinberg to make reference to the subject matter of such disagreements in connection with its reports for such years and interim period, and (ii) there were no “reportable events”, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Weinberg with a copy of the above disclosures prior to its filing with the SEC and requested that Weinberg furnish the Company with a letter addressed to the SEC stating whether Weinberg agrees with the statements made by the Company herein. The letters from Weinberg with respect to the Original Form 8-K and Amendment No. 1, addressed to the SEC, were furnished to the Company on October 9, 2024 and October 17, 2024, respectively, and were attached to each of the Original Form 8-K and the Amendment No. 1 as Exhibit 16.1. The letter from Weinberg with respect to this Amendment No. 2, addressed to the SEC, was furnished to the Company on February 11, 2025 and is attached hereto as Exhibit 16.1, and is incorporated herein by reference.
| (b) | Engagement of New Independent Registered Public Accounting Firm. |
On October 8, 2024, the Audit Committee approved and ratified the appointment of Wipfli as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ending June 30, 2025 and to commence review of the Company’s unaudited quarterly financial statements starting with the Company’s fiscal quarter ending December 31, 2024.
During the Company’s two most recent fiscal years ended June 30, 2023, and 2024, and the subsequent interim period prior to the engagement of Wipfli, neither the Company nor anyone on the Company’s behalf consulted with Wipfli with respect to (i)(a) the application of accounting principles to a specified transaction, either completed or proposed, (b) the type of audit opinion that might be rendered on the Company's financial statements, and (c) neither a written report nor oral advice was provided to the Company that Wipfli concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit | |||
| Number | Description | ||
| 16.1 | Letter from Weinberg and Company, P.A. to the Securities and Exchange Commission dated February 11, 2025. | ||
| 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: February 11, 2025 | By: | /s/ William Nurthen |
| William Nurthen | ||
| Chief Financial Officer | ||
