RESEARCH SOLUTIONS, INC.
November 18, 2013
Mara L. Ransom
Assistant Director
Division of Corporation Finance
United States Securities and Exchange Commission
Washington, DC 20549
Telephone Number: (202) 551-3720
| RE: | Research Solutions, Inc. |
Registration Statement on Form S-1
Filed October 21, 2013
File No. 333-191832
Dear Ms. Ransom:
We are submitting this letter in response to your comments of November 13, 2013, with regard to the above referenced filing of Research Solutions, Inc. (“Company”). This response will follow the lineal order of your letter and each specific area addressed, utilizing the text of your letter as the primary guide:
Selling Stockholders, page 10
| 1. | Please identify all selling shareholders who are registered broker-dealers or affiliates of broker dealers. Please note that a registration statement registering the resale of shares being offered by a broker-dealer must identify the broker-dealer as an underwriter if the shares were not issued as underwriting compensation. For a selling shareholder that is an affiliate of a broker-dealer, the prospectus must state that: (1) the seller purchased in the ordinary course of business; and (2) at the time of purchase of the securities you are registering for resale, the seller had no agreements or understandings, directly or indirectly, with any person, to distribute the securities. If you are unable to make these statements in the prospectus, please disclose that the seller is an underwriter. We may have additional comments upon review of your response. |
| Response: | We have identified the following individuals as broker - dealers or affiliated person of a broker - dealer as well as identified the shares being registered. |
RESEARCH SOLUTIONS, INC.
Name |
Category | Classification of Securities | ||
| TR Winston & Company, LLC (“TRW”) | Broker-Dealer | 88,920 warrants issued as compensation in connection with Feb 2011 Offering.
74,300 Inducement Warrants were not underwriter compensation and accordingly, we identified selling shareholder as an underwriter with regard to the shares underlying these warrants. | ||
| John W. Galuchie (also includes Golden Tiger Group, LLC) | Associated/Affiliated person of TRW | Securities were purchased in the ordinary course of business and without the existence of an agreement to distribute. | ||
| Tyler Runnells (also includes G. Tyler Runnels and Jasmine Niklas Runnels TTEE The Runnels Family Trust DTD 1/11/2000 and High Tide, LLC) | Associated/Affiliated person of TRW | Securities were purchased in the ordinary course of business and without the existence of an agreement to distribute. | ||
| Benjamin Hill | Associated/Affiliated person of Galt Financial, Inc., a broker-dealer. | 540 warrants issued as compensation in connection with Feb 2011 Offering.
| ||
| Brandon Hill | Associated/Affiliated person of Galt Financial, Inc., a broker-dealer. | 540 warrants issued as compensation in connection with Feb 2011 Offering.
|
RESEARCH SOLUTIONS, INC.
For purposes of disclosure, we have added the following sentence to description of selling shareholders: “Additionally, unless stated in thefootnotes, to our knowledge, any Selling Shareholder who is an associated or affiliated person of a broker-dealer, as identified herein, purchased the securities in the ordinary course of business and at the time of purchase, had no agreement or understandings, directly or indirectly, with any person, to distribute the securities.”
We have also disclosed that with regard to the 74,300 shares underlying Inducement Warrants, TRW is considered an underwriter.
Finally, we have added additional language to the footnotes clarifying the warrants that were issued as part of compensation in connection with the February 2011 offering.
Undertakings, page II-3
| 2. | Please revise to include the undertakings required by Item 512(a)(5)(ii) of Regulation S-K. See C&DI Question 229.01 (Securities Act Rules). |
Response: We have revised the undertakings section accordingly.
Exhibit 5.1
| 3. | We note that on page 10 you disclose “[t]his prospectus relates to the offering and sale, from time to time, of up to 1,321,175 shares of our common stock issuable upon the exercise of warrants held by the Selling Stockholders.” From this disclosure it appears that the shares of common stock being offered have not been issued. Please have counsel revise their opinion to reflect that the shares will be duly authorized and validly issued, fully paid and non-assessable upon exercise of the warrants. |
| Response: | Our counsel has revised their opinion accordingly. |
Sincerely,
/s/ Peter Victor Derycz
Peter Victor Derycz
Chief Executive Officer
Research Solutions, Inc.
