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Research Solutions, Inc. (NASDAQ:RSSS) (the "Company"), a trusted partner providing cloud-based workflow solutions to accelerate research for R&D-driven organizations, announced today that it has entered into a cooperation agreement (the "Cooperation Agreement") with Peter Derycz, Bristol Investment Fund, Ltd., Bristol Capital Advisors, LLC and Paul Kessler (collectively, the "Investor Group"), which collectively own 5,921,930 shares of the Company's outstanding common stock.
Under the terms of the Cooperation Agreement, Mr. Derycz's employment will be terminated without cause, and he will resign from the Company's board of directors (the "Board") and all committees upon which he currently serves, and from any positions that he holds with the Company and any of its subsidiaries. To fill the vacancy resulting from Mr. Dercyz's departure, the Company will appoint an independent director to the Board that is mutually agreed upon by the parties.
Additionally, the Investor Group has agreed to withdraw its notice of intent to nominate director candidates for election at the Company's 2023 Annual Meeting of Shareholders (the "Annual Meeting") and cease all solicitations of proxies and other activities in connection with the Annual Meeting. During the term of the Cooperation Agreement, the Investor Group has also agreed to customary standstill provisions and voting commitments. Further, the Company and the Investor Group have each agreed to a mutual general release of claims with respect to the other party.
"We are pleased to have reached this constructive agreement with the Investor Group, which we believe is in the best interests of the Company and our shareholders," said Roy W. Olivier, Chief Executive Officer of the Company. "We look forward to putting this matter behind us and focusing on the continued execution of our strategic plan."
"The Investor Group is appreciative of the collaborative approach taken by the Board in reaching this resolution," said Peter Derycz. "We welcome the addition of a new independent director that takes into account shareholder input, and believe that this addition can assist the Company in its commitment to maximizing shareholder value."
A copy of the Cooperation Agreement will be included as an exhibit to the Company's Current Report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission.
Posted In: RSSS
