Research Solutions (NASDAQ: RSSS) returns to profit as platform revenue grows

Q: How did Research Solutions (RSSS) perform financially in the quarter ended December 31, 2025?

Research Solutions generated quarterly revenue of $11.8 million , nearly flat year over year, but improved profitability significantly. Net income reached $546,919 , or $0.02 per diluted share , compared with a net loss of $1.98 million in the prior-year quarter.

Q: What drove revenue trends for Research Solutions (RSSS) across Platforms and Transactions?

Revenue mix shifted toward higher-margin software. Platforms revenue rose to $5.2 million , up 13.6% year over year, while Transactions revenue declined 10.2% to $6.6 million . For six months, Platforms grew 15.8% and Transactions fell 8.4%, keeping total revenue roughly flat.

Q: How did Research Solutions’ (RSSS) margins and operating income change year over year?

Quarterly gross profit increased to $6.2 million and gross margin expanded to 52.4% from 48.9%. Income from operations rose to $739,350 versus $92,847 a year earlier, reflecting higher platform mix, lower cost of revenue, and reduced general and administrative and stock-based compensation expenses.

Q: What was Research Solutions’ (RSSS) cash position and cash flow for the six months ended December 31, 2025?

The company ended the period with $12.3 million in cash and cash equivalents. It generated $2.49 million of cash from operating activities, used $24,561 for capital expenditures, and $2.55 million for contingent acquisition payments, resulting in a modest net cash increase.

Q: Does Research Solutions (RSSS) have any debt outstanding under its credit facility?

Research Solutions maintains a $500,000 secured revolving line of credit maturing April 15, 2026, bearing interest at daily SOFR plus 2.5%. There were no outstanding borrowings under this facility as of both December 31, 2025 and June 30, 2025.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

10-Q

Rhea-AI Filing Summary

Research Solutions, Inc. reported a return to profitability for the quarter ended December 31, 2025. Total revenue was $11.8 million, down slightly from $11.9 million a year earlier, as growth in software subscriptions offset weaker transactional sales.

Platforms revenue grew to $5.2 million, up 13.6%, while Transactions revenue declined 10.2% to $6.6 million. Gross profit increased to $6.2 million, expanding gross margin to 52.4% from 48.9%, helped by lower content costs.

Operating income rose sharply to $0.7 million from $0.1 million, with lower general and administrative and stock-based compensation expenses. Net income was $0.5 million, or $0.02 per diluted share, compared with a loss of $2.0 million, largely reflecting a much smaller non-cash loss on the Scite earnout revaluation.

For the six months, revenue was $24.1 million, up 0.6%, with Platforms up 15.8% and Transactions down 8.4%. Net income reached $1.3 million versus a $1.3 million loss. The company generated $2.5 million of operating cash flow and ended the period with $12.3 million in cash and no borrowings on its $0.5 million credit line.

Insights

Profitability improves on mix shift to platforms and tighter costs, while growth remains modest.

Research Solutions showed stronger profitability despite flat topline. Six‑month revenue was $24.1M, up only 0.6%, but higher‑margin Platforms grew 15.8% to $10.35M as Transactions fell 8.4% to $13.76M. This mix shift lifted gross margin to 51.5% from 48.4%.

Operating leverage was evident. For the quarter, operating income increased to $0.74M from $0.09M, helped by lower general and administrative and stock‑based compensation expenses. Six‑month net income of $1.30M compares with a $1.31M loss, though part of this swing comes from a smaller non‑cash loss on the Scite earnout liability.

Cash generation was solid relative to size: operating cash flow of $2.49M over six months funded $2.55M in contingent acquisition payments and modest buybacks, leaving cash at $12.26M and no borrowings on the $0.5M credit line as of December 31, 2025. Subsequent quarterly Scite earnout installments, disclosed through May 2027, will continue to influence cash usage.

02/13/2026 - 04:00 PM

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: December 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File No. 001-39256

RESEARCH SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)


Nevada	11-3797644
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Address not applicable¹	N/A
(Address of principal executive offices)	(Zip Code)

(310) 477-0354

(Registrant’s telephone number, including area code)

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 Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ◻

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No ◻

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer þ	Smaller reporting company þ
	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. ◻

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date.


Title of Class		Number of Shares Outstanding on February 6, 2026
Common Stock, $0.001 par value		32,905,476

¹ In November 2019, we became a fully remote company. Accordingly, we do not currently have principal executive offices. Our mailing address is 10624 S. Eastern Ave., Ste. A-614, Henderson, NV 89052.

Table of Contents

TABLE OF CONTENTS

PART I — FINANCIAL INFORMATION	3
Item 1. Condensed Consolidated Financial Statements (unaudited)	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	24
Item 3. Quantitative and Qualitative Disclosures About Market Risk	37
Item 4. Controls and Procedures	37

PART II — OTHER INFORMATION	38
Item 1A. Risk Factors	38
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 5. Other Information	39
Item 6. Exhibits	40

SIGNATURES	41

Table of Contents

PART 1 — FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)


		December 31,			June 30,
		2025			2025
Assets
Current assets:
Cash and cash equivalents		$	12,262,780		$	12,227,312
Accounts receivable, net of allowance of $79,869 and $182,324, respectively			5,661,171			7,191,234
Prepaid expenses and other current assets			708,075			580,257
Prepaid royalties			42,155			925
Total current assets			18,674,181			19,999,728

Non-current assets:
Property and equipment, net of accumulated depreciation of $992,832 and $964,883, respectively			65,236			60,769
Intangible assets, net of accumulated amortization of $3,347,683 and $2,736,773, respectively			9,130,484			9,686,241
Goodwill			16,372,979			16,372,979
Deposits and other assets			1,000			957
Total assets		$	44,243,880		$	46,120,674

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses		$	6,397,476		$	7,443,757
Deferred revenue			9,916,853			10,702,120
Contingent earnout liability, current portion			7,295,596			7,363,152
Total current liabilities			23,609,925			25,509,029

Non-current liabilities:
Contingent earnout liability, long-term portion			3,405,356			6,683,488
Total liabilities			27,015,281			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; 32,875,476 and 32,479,993 shares issued and outstanding, respectively			32,875			32,480
Additional paid-in capital			41,056,472			39,059,557
Accumulated deficit			(23,747,387)			(25,043,693)
Accumulated other comprehensive loss			(113,361)			(120,187)
Total stockholders’ equity			17,228,599			13,928,157
Total liabilities and stockholders’ equity		$	44,243,880		$	46,120,674

See notes to condensed consolidated financial statements

Table of Contents

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)


		Three Months Ended						Six Months Ended
		December 31,						December 31,
		2025			2024			2025			2024

Revenue:
Platforms		$	5,224,845		$	4,601,257		$	10,345,685		$	8,930,902
Transactions			6,567,806			7,312,962			13,759,151			15,027,799
Total revenue			11,792,651			11,914,219			24,104,836			23,958,701

Cost of revenue:
Platforms			622,661			619,842			1,233,036			1,167,009
Transactions			4,993,040			5,473,284			10,469,552			11,204,723
Total cost of revenue			5,615,701			6,093,126			11,702,588			12,371,732
Gross profit			6,176,950			5,821,093			12,402,248			11,586,969

Operating expenses:
Selling, general and administrative			5,121,175			5,422,013			10,068,736			10,229,103
Depreciation and amortization			316,425			306,233			632,491			618,328
Total operating expenses			5,437,600			5,728,246			10,701,227			10,847,431

Income from operations			739,350			92,847			1,701,021			739,538

Other income			95,065			348,999			221,978			417,524
Change in fair value of contingent earnout liability			(278,637)			(2,406,886)			(596,603)			(2,406,886)

Income (loss) before provision for income taxes			555,778			(1,965,040)			1,326,396			(1,249,824)
Provision for income taxes			(8,859)			(15,194)			(30,090)			(61,406)

Net income (loss)			546,919			(1,980,234)			1,296,306			(1,311,230)

Other comprehensive income (loss):
Foreign currency translation			5,859			2,637			6,826			(3,531)
Comprehensive income (loss)		$	552,778		$	(1,977,597)		$	1,303,132		$	(1,314,761)

Basic income (loss) per common share:
Net income (loss) per share		$	0.02		$	(0.07)		$	0.04		$	(0.04)
Weighted average common shares outstanding			31,634,575			30,421,808			31,434,725			30,384,339

Diluted income (loss) per common share:
Net income (loss) per share		$	0.02		$	(0.07)		$	0.04		$	(0.04)
Weighted average common shares outstanding			32,333,657			30,421,808			32,113,408			30,384,339

See notes to condensed consolidated financial statements

Table of Contents

Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended December 31, 2025

(Unaudited)


							Additional						Accumulated Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
		Shares		Amount			Capital			Deficit			Loss			Equity

Balance, September 30, 2025		32,823,996		$	32,824		$	39,975,022		$	(24,294,306)		$	(119,220)		$	15,594,320

Stock options expense		—			—			90,556			—			—			90,556

Restricted common stock expense		—			—			122,893			—			—			122,893

Forfeited restricted common stock		(390,000)			(390)			390			—			—			—

Repurchase of common stock		(5,592)			(6)			(16,156)			—			—			(16,162)

Common stock issued upon exercise of stock options		225,000			225			157,275			—			—			157,500

Common stock issued for Scite earnout payment		222,072			222			726,492			—			—			726,714

Net income for the period		—			—			—			546,919			—			546,919

Foreign currency translation		—			—			—			—			5,859			5,859

Balance, December 31, 2025		32,875,476		$	32,875		$	41,056,472		$	(23,747,387)		$	(113,361)		$	17,228,599

Balance, July 1, 2025		32,479,993		$	32,480		$	39,059,557		$	(25,043,693)		$	(120,187)		$	13,928,157

Stock options expense		—			—			149,262			—			—			149,262

Restricted common stock expense		—			—			276,669			—			—			276,669

Grant of restricted common stock		95,000			95			(95)			—			—			—

Forfeited restricted common stock		(420,000)			(420)			420			—			—			—

Repurchase of common stock		(11,982)			(12)			(39,537)			—			—			(39,549)

Common stock issued upon exercise of stock options		245,469			245			157,255			—			—			157,500

Common stock issued for Scite earnout payment		486,996			487			1,452,941			—			—			1,453,428

Net income for the period		—			—			—			1,296,306			—			1,296,306

Foreign currency translation		—			—			—			—			6,826			6,826

Balance, December 31, 2025		32,875,476		$	32,875		$	41,056,472		$	(23,747,387)		$	(113,361)		$	17,228,599

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

For the Three and Six Months Ended December 31, 2024

(Unaudited)


							Additional						Accumulated Other			Total
		Common Stock					Paid-in			Accumulated			Comprehensive			Stockholders’
		Shares		Amount			Capital			Deficit			Loss			Equity

Balance, September 30, 2024		32,513,172		$	32,513		$	38,491,610		$	(25,640,242)		$	(124,987)		$	12,758,894

Stock options expense		—			—			59,189			—			—			59,189

Restricted common stock expense		—			—			475,133			—			—			475,133

Grant of restricted common stock		340,000			340			(340)			—			—			—

Forfeited restricted common stock		(180,000)			(180)			180			—			—			—

Repurchase of common stock		(48,132)			(48)			(189,111)			—			—			(189,159)

Common stock issued upon exercise of stock options		15,367			15			(15)			—			—			—

Net loss for the period		—			—			—			(1,980,234)			—			(1,980,234)

Foreign currency translation		—			—			—			—			2,637			2,637

Balance, December 31, 2024		32,640,407		$	32,640		$	38,836,646		$	(27,620,476)		$	(122,350)		$	11,126,460

Balance, July 1, 2024		32,295,373		$	32,295		$	38,089,958		$	(26,309,246)		$	(118,819)		$	11,694,188

Stock options expense		—			—			88,045			—			—			88,045

Restricted common stock expense		—			—			864,266			—			—			864,266

Grant of restricted common stock		590,000			590			(590)			—			—			—

Forfeited restricted common stock		(228,584)			(229)			229			—			—			—

Repurchase of common stock		(53,889)			(54)			(205,224)			—			—			(205,278)

Common stock issued upon exercise of stock options		37,507			38			(38)			—			—			—

Net loss for the period		—			—			—			(1,311,230)			—			(1,311,230)

Foreign currency translation		—			—			—			—			(3,531)			(3,531)

Balance, December 31, 2024		32,640,407		$	32,640		$	38,836,646		$	(27,620,476)		$	(122,350)		$	11,126,460

See notes to condensed consolidated financial statements

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Research Solutions, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


		Six Months Ended
		December 31,
		2025			2024

Cash flow from operating activities:
Net income (loss)		$	1,296,306		$	(1,311,230)
Adjustment to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization			632,491			618,328
Stock options expense			149,262			88,045
Restricted common stock expense			276,669			864,266
Adjustment to contingent earnout liability			596,603			2,406,886
Changes in operating assets and liabilities:
Accounts receivable			1,530,063			(266,255)
Prepaid expenses and other current assets			(127,818)			(98,613)
Prepaid royalties			(41,230)			478,169
Accounts payable and accrued expenses			(1,035,903)			(737,670)
Deferred revenue			(785,267)			(170,433)
Net cash provided by operating activities			2,491,176			1,871,493

Cash flow from investing activities:
Purchase of property and equipment			(24,561)			(5,404)
Net cash used in investing activities			(24,561)			(5,404)

Cash flow from financing activities:
Proceeds from the exercise of stock options			157,500			—
Common stock repurchase			(39,549)			(205,278)
Payment of contingent acquisition consideration - Scite and FIZ			(2,554,394)			(62,560)
Net cash used in financing activities			(2,436,443)			(267,838)

Effect of exchange rate changes			5,296			2,873
Net increase in cash and cash equivalents			35,468			1,601,124
Cash and cash equivalents, beginning of period			12,227,312			6,100,031
Cash and cash equivalents, end of period		$	12,262,780		$	7,701,155

Supplemental disclosures of cash flow information:
Cash paid for income taxes		$	30,090		$	61,406

Non-cash investing and financing activities:
Contingent consideration accrual on asset acquisition		$	20,981		$	30,198
Common stock issued for Scite earnout payment		$	1,453,428		$	—

See notes to condensed consolidated financial statements

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RESEARCH SOLUTIONS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Organization, Nature of Business and Basis of Presentation

Organization

Research Solutions, Inc. (the “Company,” “Research Solutions,” “we,” “us” or “our”) was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with five wholly owned subsidiaries: Reprints Desk, Inc., (“Reprints Desk”) a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S. de R.L. de C.V., an entity organized under the laws of Mexico, and RESSOL LA, S. DE R.L. DE C.V., an entity organized under the laws of Mexico.

Nature of Business

We are a vertical software-as-a-service (“SaaS”) and artificial intelligence (“AI”) company providing software and related services to help research-intensive organizations simplify the research process, save time and money. We offer various software platforms (“Platform” or “Platforms”) that are typically sold to corporate, academic, government and individual researchers as cloud-based SaaS via auto-renewing license agreements. Corporate, academic, and government customers typically sign up under annual or multi-year agreements paid annually in advance. Individual researchers can sign up under an annual or a month-to-month agreement and are typically billed monthly. Our Platforms also facilitate the sale of published scientific, technical, and medical (“STM”) content sold as individual articles (“Transactions”) either stand alone or via one or more of the research Platform solutions we provide. When one or more of the Platform solutions are used to purchase Transactions, customers pay for those transactions through monthly billing or via credit card for individual researchers. In addition, our Platforms facilitate rights and permissions for customers to re-use content, ensuring copyright compliance for research, regulatory and marketing use cases as well as the utilization of content with AI applications and for the training of AI models. Our Platforms enable life science and other research-intensive organizations to simplify their research and development activities through our advanced search (i.e. Discovery Tools), tools to access and buy STM articles required to support their research (i.e. Access), as well as tools that manage that content across the enterprise and on an individual basis (i.e. Manage). The Platforms also include advanced AI (“Generative AI”) based assistants to help researchers understand the quality of the articles they are reviewing, speed up the review process, and to more fully understand how various research papers relate to each other. In addition to STM content, the Platforms provide additional context to the research process by including the ability to search and assimilate a variety of other types of data such as patent, clinical trial, regulatory and competitive intelligence data. They also typically deliver a return on investment to the customer by reducing the amount of time it takes a research organization to find, acquire and manage content, in addition to also driving down the ultimate cost per article and overall research costs over time.

Platforms

Our cloud-based SaaS Platforms consist of proprietary software and Internet-based interfaces sold to customers through an annual or monthly subscription fee. Legacy functionality falls into three areas.

Discovery Tools – Our Scite.ai and Resolute.ai solutions facilitate search (discovery) across virtually all STM articles available. These solutions include basic search solutions and advanced search tools. These tools allow for searching and identifying relevant research and then purchasing that research through one of our other solutions. In addition, these tools increasingly enable users to find insights in other datasets adjacent to STM content, such as clinical trial, patent, life science & medtech regulatory information, competitor and technology landscape insights, in addition to searching the customer’s internal datasets. Scite.ai includes full text search capability on most of the world’s STM content providing better search results and citation information as supporting or contrasting evidence. This powers our AI assistant and literature search engine and gives researchers better insights into any topic. The advanced search solutions are sold through a seat, enterprise, or individual license. These Platforms are deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platforms through online web interfaces and via web service APIs that enable

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customers to leverage Platform features and functionality from within in-house and third-party software systems. The Platforms can also be configured to satisfy a customer’s individual preferences. We leverage our Platforms’ efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

Access – Our Article Galaxy® (“AG”) and Article Galaxy Scholar (Academic Library version) (“AGS”) solutions allow for research organizations to load their entitlements (subscriptions, discount or token packages, and their existing content library of articles) and AG/AGS manages those entitlements in the background enabling the researchers to focus on acquiring articles they need quickly and efficiently at the lowest possible cost. When used in conjunction with our Discovery Tools Platforms, customers can initiate orders, route orders based on the lowest cost to acquire, obtain spend and usage reporting, automate authentication, and connect seamlessly to in-house and third-party software systems. In addition, Article Galaxy facilitates rights and permissions for various re-use cases, including the utilization in AI applications and training of AI applications, ensuring copyright compliance for our customers.

Manage – Our References solution offers a comprehensive reference management solution with built-in document delivery capabilities specifically designed to meet the collaboration and security needs of research- intensive organizations. This user-friendly Platform enables researchers to seamlessly organize their literature, collaborate with team members, and access a vast collection of scientific content. By integrating organization tools with instant access to millions of scholarly articles, our References solution streamlines the research workflow and enhances productivity for scientific professionals.

AI models are integral to powering the unique insights our platforms provide as well as the user experience customers enjoy. Natural language processing (“NLP”) and AI models are used to enhance metadata, define connections between topics and content items as well as to generate data and metrics employed to enable users to rapidly identify and understand the value of content they need for their research. We also use state of the art AI models, such as large language models (“LLM”) to include generative AI “assistants” in several parts of the research workflow today and will continually add capability as we move forward. Today we employ generative AI technologies as a basis for our recommendation engine in our Discovery Tools, Access, and Manage Platform solutions. In addition, generative AI based “assistants” in some of our solutions allow the researcher to ask questions about articles, groups of articles (folders), and more. We also have the capability to provide near full text search on STM content in the Scite.ai solution where the publisher gives us the rights to do so. The ability to not only mine an article’s full text but also show snippets of full text is unique to our Company and allows our generative AI assistants to provide highly accurate results with a very low incidence of hallucinations as part of a retrieval augmented generation framework focused just on STM content. We plan to release several new Platform solutions to enhance the research workflows described above and add new solutions to support the analysis functions that exist in our typical customer base.

Our Platforms are generally deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platforms through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems. Our Platforms can also be configured to satisfy a customer’s individual preferences. We leverage our Platforms efficiencies in scalability, stability and development costs to fuel rapid innovation and to gain a competitive advantage.

Transactions

We provide our researchers with a single source to the universe of published STM content that includes over 200 million existing STM journal articles for instant download, 50 million journal articles for rent, 10 million online book chapters, and 45 million only in print journal articles. In addition, we add between 2 to 4 million newly published STM articles each year. STM content is rented or sold to our customers on a per transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users and while they typically purchase the articles via one of our Platform solutions, we do have some customers that just order articles from us on behalf of end-users in their organizations.

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source and electronically deliver to them generally in under an hour, in most cases in seconds. This service is generally known in the industry as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws and we are expanding these services to include the use of content in AI applications and for the training of AI models. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of seconds. While a vast majority of the articles are available in electronic form, the Company also has workflows to deliver older paper-based articles through relationships we have built with libraries around the world.

Principles of Consolidation

The accompanying condensed consolidated financial statements are consolidated and include the accounts of the Company and its wholly-owned subsidiaries. Intercompany balances and transactions have been eliminated in consolidation.

Basis of Presentation

The accompanying condensed consolidated financial statements are unaudited. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Accordingly, these interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2025 filed with the SEC. The condensed consolidated balance sheet as of June 30, 2025 included herein was derived from the audited consolidated financial statements as of that date, but does not include all disclosures, including notes, required by GAAP.

In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments necessary to fairly present the Company’s financial position and results of operations for the interim periods reflected. Except as noted, all adjustments contained herein are of a normal recurring nature. Results of operations for the fiscal periods presented herein are not necessarily indicative of fiscal year-end results.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with Generally Accepted Accounting Principles (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from these estimates.

These estimates and assumptions include estimates for reserves of uncollectible accounts, the valuation of goodwill and intangible assets related to the Company’s acquisitions, accruals for contingent earnout liabilities, assumptions made in valuing equity instruments issued for services or acquisitions, and realization of deferred tax assets.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and cash equivalents and accounts receivable. The Company places its cash with high quality financial institutions and at times may exceed the FDIC $250,000 insurance limit. The Company does not anticipate incurring any losses related to these credit risks. The Company extends credit based on an evaluation of the customer’s financial condition, generally without

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collateral. Exposure to losses on receivables is principally dependent on each customer’s financial condition. The Company monitors its exposure for credit losses and intends to maintain allowances for anticipated losses, as required.

Cash denominated in Euros, British Pounds and Japanese Yen with an aggregate US Dollar equivalent of $645,962 and $426,658 at December 31, 2025 and June 30, 2025, respectively, was held by Reprints Desk in accounts at financial institutions.

The Company has no customers that represent 10% of revenue or more for the three and six months ended December 31, 2025 and 2024.

The Company has no customers that accounted for greater than 10% of accounts receivable at December 31, 2025 and June 30, 2025.

The following table summarizes vendor concentrations for content cost:


		Three Months Ended				Six Months Ended
		December 31,				December 31,
		2025		2024		2025		2024
Vendor A		27	%	27	%	27	%	26	%
Vendor B		10	%	10	%	10	%	10	%

Software Costs

Based on its nature, the Company’s software development costs are expensed as incurred. The finalization of the Company’s project development process precipitates the rapid commercialization and deployment of new products and enhancements. The Company continuously reviews its projects, processes and the nature of its software development costs to determine if there are changes that would meet the requirements for capitalization under Accounting Standards Codification (“ASC”) 350-40, Internal-Use Software.

Revenue Recognition

The Company accounts for revenue in accordance with Financial Accounting Standard Board’s (“FASB”) ASC Topic 606, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that the Company expects to receive in exchange for those goods or services. The Company derives its revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platforms and the transactional sale of STM content managed, sourced and delivered through the Platform. In the six months ended December 31, 2025 and 2024, the Company recognized revenue of $5,911,463 and $4,883,268 that was included in the deferred revenue at the beginning of each respective period. This revenue was recorded for the fulfillment of performance obligations related to cloud-based software subscriptions. Deferred revenue and accounts receivable were $10,702,120 and $7,191,234 as of June 30, 2024, respectively.

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The Company applies the following five steps in order to determine the appropriate amount of revenue to be recognized as it fulfills its obligations under each of its agreements:

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and

●

recognize revenue as the performance obligation is satisfied.

Platforms

We charge a subscription fee that allows customers to access and utilize certain premium features of our Platforms. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.

Transactions

We charge a transactional service fee for the electronic delivery of single articles, and a corresponding copyright fee for the permitted use of the content. We recognize revenue from single article delivery services upon delivery to the customer provided all other revenue recognition criteria have been met.

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Revenue by Geographical Region

The following table summarizes revenue by geographical region:


	Three Months Ended
	December 31,
	2025				2024
United States	$	6,698,701	56.8	%	$	6,932,120	58.2	%
Europe		3,867,252	32.8	%		3,730,368	31.3	%
Rest of World		1,226,698	10.4	%		1,251,731	10.5	%
Total	$	11,792,651	100	%	$	11,914,219	100	%


	Six Months Ended
	December 31,
	2025				2024
United States	$	13,590,376	56.3	%	$	14,044,628	58.6	%
Europe		8,017,284	33.3	%		7,572,800	31.6	%
Rest of World		2,497,176	10.4	%		2,341,273	9.8	%
Total	$	24,104,836	100	%	$	23,958,701	100	%

Accounts Receivable, Net by Geographical Region

The following table summarizes accounts receivable, net by geographical region:


	As of December 31, 2025				As of June 30, 2025
United States	$	2,985,621	52.7	%	$	4,033,807	56.1	%
Europe		2,054,074	36.3	%		2,413,906	33.6	%
Rest of World		621,476	11.0	%		743,521	10.3	%
Total	$	5,661,171	100	%	$	7,191,234	100	%

Business Combinations

The Company accounts for its business combinations using the acquisition method of accounting where the purchase consideration is allocated to the tangible and intangible assets acquired, and liabilities assumed, based on their respective fair values as of the acquisition date. The excess of the fair value of the purchase consideration over the estimated fair values of the net assets acquired is recorded as goodwill. When determining the fair values of assets acquired and liabilities assumed, management makes significant estimates and assumptions, especially with respect to intangible assets. Critical estimates in valuing intangible assets include, but are not limited to, expected future cash flows, which includes consideration of future growth and margins, future changes in technology, brand awareness and discount rates. Fair value estimates are based on the assumptions that management believes a market participant would use in pricing the asset or liability.

Intangible Assets

Amortizable finite-lived identifiable intangible assets consist of developed technology and customer relationships acquired in the acquisition of ResoluteAI effective July 28, 2023 and Scite effective December 1, 2023, and are stated at cost less accumulated amortization. The developed technology and customer relationships are being amortized over the estimated average useful lives of 3 to 10 years. The Company follows ASC 360 in accounting for finite-lived intangible assets, which requires impairment losses to be recorded when indicators of impairment are present and the undiscounted cash flows estimated to be generated by the assets are less than the assets’ carrying amounts. For the three and six months ended December 31, 2025 and 2024, the Company determined there were no indicators of impairment of its intangible assets.

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Goodwill

Goodwill consists of the excess of the cost of ResoluteAI and Scite over the fair value of amounts assigned to assets acquired and liabilities assumed. Under the guidance of ASC 350, goodwill is not amortized, rather it is tested for impairment annually, and will be tested for impairment between annual tests if an event occurs or circumstances change that would indicate the carrying amount may be impaired. The Company operates in a single reporting unit at the consolidated level. An impairment loss generally would be recognized when the carrying amount of the reporting unit’s net assets exceeds the estimated fair value of the reporting unit and would be measured as the excess carrying value of goodwill over the derived fair value of goodwill. The Company’s policy is to perform an annual impairment testing for its reporting unit on June 30 of each fiscal year.

Deferred Revenue

Contract liabilities, such as deferred revenue, exist where the Company has the obligation to transfer services to a customer for which the entity has received consideration, or when the consideration is due, from the customer.

Cash payments received or due in advance of performance are recorded as deferred revenue. Deferred revenue is primarily comprised of cloud-based software subscriptions which are generally billed in advance. The deferred revenue balance is presented as a current liability on the Company's condensed consolidated balance sheets.

Cost of Revenue

Platforms

Cost of Platform revenue consists primarily of personnel costs of our operations team, and managed hosting providers and other third-party service and data providers.

Transactions

Cost of Transaction revenue consists primarily of the respective copyright fee for the permitted use of the content, less a discount in most cases, and to a much lesser extent, personnel costs of our operations team and third-party service providers.

Segment Reporting

The Company operates in a single segment which derives its revenue from subscription fees from its cloud-based SaaS Platforms and transactional service fees for the electronic delivery of singles articles, and a corresponding copyright fee for the permitted use of the content and it is based on how the chief operating decision maker (“CODM”) views and evaluates the Company’s operations in making operational and strategic decisions and assessments of financial performance. The Company’s President has been identified as the CODM.

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The CODM regularly reviews revenue, certain significant expense categories, net income and select balance sheet items in evaluating segment performance. The significant segment expense categories and other segment items provided to the CODM and included in the measure of segment profit or loss are presented below.


	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2025			2024		2025			2024
Revenue	$	11,792,651		$	11,914,219	$	24,104,836		$	23,958,701
Cost of revenue		5,615,701			6,093,126		11,702,588			12,371,732
Gross profit		6,176,950			5,821,093		12,402,248			11,586,969
Gross profit margin		52.4%			48.9%		51.5%			48.4%
Selling, general and administrative expenses:
Sales and marketing		1,648,598			1,343,087		3,315,423			2,533,494
Technology and product development		1,602,421			1,506,849		3,012,572			2,879,607
General and administrative		1,620,595			2,008,201		3,295,954			3,938,377
Stock-based compensation expense		213,449			534,322		425,931			952,311
Foreign currency transaction loss (gain)		36,112			29,554		18,856			(74,686)
Total selling, general and administrative expenses		5,121,175			5,422,013		10,068,736			10,229,103
Depreciation and amortization		316,425			306,233		632,491			618,328
Net income (loss)	$	546,919		$	(1,980,234)	$	1,296,306		$	(1,311,230)

Segment net income includes other income, change in fair value of contingent earnout liability and income taxes.

The CODM also reviews the following balance sheet items at period-end as part of performance monitoring and resource allocation decisions:


	As of December 31, 2025			As of June 30, 2025
Cash and cash equivalents	$	12,262,780		$	12,227,312
Current assets, excluding cash and cash equivalents		6,411,401			7,772,416
Long term assets		25,569,699			26,120,946
Total segment assets	$	44,243,880		$	46,120,674

The Company applied the provisions of ASU 2023-07 retrospectively and has included comparative information for the three and six months ended December 31, 2024. Because the Company operates as a single reportable segment, the amounts above reconcile directly to the corresponding condensed consolidated financial statement line items. There was no impact on previously reported consolidated net income (loss), financial position or cash flows.

Stock-Based Compensation

The Company periodically issues stock options and restricted stock awards to employees and non-employees for services. The Company accounts for such grants issued and vesting based on ASC 718, whereby the value of the award is measured on the date of grant and recognized as compensation expense on the straight-line basis over the requisite service period for awards subject to time vesting conditions and the graded tranche basis for awards subject to market vesting conditions. Forfeitures are accounted for as they occur. The Company recognizes the fair value of stock-based compensation within its condensed consolidated statements of operations and comprehensive income with classification depending on the nature of the services rendered.

Under ASC 718, repurchase or cancellation of equity awards, the amount of cash or other assets transferred (or liabilities incurred) to repurchase an equity award shall be charged to equity, to the extent that the amount paid does not exceed the fair value of the equity instruments repurchased at the repurchase date. Any excess of the repurchase price over the fair value of the instruments repurchased shall be recognized as additional compensation cost.

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Foreign Currency

The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America and ResSoL LA are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

Gains and losses from foreign currency transactions, which result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated, are included in selling, general and administrative expenses and amounted to losses of $36,112 and $29,554 for the three months ended December 31, 2025 and 2024, respectively and a loss of $18,856 and a gain of $74,686 for the six months ended December 31, 2025 and 2024, respectively. Cash denominated in Euros, British Pounds and Japanese Yen with an aggregate US Dollar equivalent of $645,962, and $426,658 at December 31, 2025 and June 30, 2025, respectively, was held in accounts at financial institutions.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing net income (loss) by the weighted average number of common shares outstanding for the period, excluding shares of unvested restricted common stock. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted earnings per share is computed by dividing the net income applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted. Potential common shares are excluded from the computation when their effect is antidilutive.

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The following table reconciles the numerators and denominators used in the computations of both basic and diluted earnings per share:


	Three Months Ended					Six Months Ended
	December 31,					December 31,
	2025			2024		2025			2024
Net income (loss) available to common shareholders	$	546,919		$	(1,980,234)	$	1,296,306		$	(1,311,230)

Weighted average commons shares - basic		31,634,575			30,421,808		31,434,725			30,384,339
Dilutive effect of outstanding stock options		672,107			—		661,435			—
Dilutive effect of unvested restricted common stock		26,975			—		17,248			—
Weighted average commons shares - diluted		32,333,657			30,421,808		32,113,408			30,384,339

Net income (loss) per common share:
Basic	$	0.02		$	(0.07)	$	0.04		$	(0.04)
Diluted	$	0.02		$	(0.07)	$	0.04		$	(0.04)

Weighted average stock options excluded due to anti-dilution were 744,000 and 2,815,282 during the three months ended December 31, 2025 and 2024, respectively and 1,001,934 and 2,746,043 during the six months ended December 31, 2025 and 2024. Shares of unvested restricted stock that were considered antidilutive were 894,000 and 1,967,561 during the three months ended December 31, 2025 and 2024, respectively and 1,272,092 and 1,815,711 for the six months ended December 31, 2025 and 2024.

Fair Value of Financial Instruments

Under FASB ASC Topic 820, Fair Value Measurements and Disclosures, fair value is defined as the price at which an asset could be exchanged or a liability transferred in a transaction between knowledgeable, willing parties in the principal or most advantageous market for the asset or liability. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or parameters are not available, valuation models are applied. A fair value hierarchy prioritizes the inputs used in measuring fair value into three broad levels as follows:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Inputs, other than the quoted prices in active markets, are observable either directly or indirectly.

Level 3 – Unobservable inputs based on the Company’s assumptions.

The Company is required to use observable market data if such data is available without undue cost and effort.

The following table sets forth by level, within the fair value hierarchy, the Company’s assets and liabilities at fair value as of December 31, 2025 and June 30, 2025:


		As of December 31, 2025												As of June 30, 2025
		Level 1			Level 2			Level 3			Total			Level 1			Level 2			Level 3			Total

Assets
Total assets		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—

Liabilities
Contingent earnout liability		$	—			—		$	10,700,952		$	10,700,952		$	—			—		$	14,046,640		$	14,046,640
Total liabilities		$	—		$	—		$	10,700,952		$	10,700,952		$	—		$	—		$	14,046,640		$	14,046,640

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On December 1, 2023, the Company acquired 100% of the outstanding stock of Scite, Inc. a Delaware corporation (“Scite”). The total purchase consideration for Scite, net of cash acquired, was approximately $21.1 million. The consideration included an initial payment of $7.2 million in cash, $6.5 million in stock, a holdback of $0.2 million and a contingent earnout that had an initial fair value of $7.2 million. The Company’s revaluations of the earnout resulted in a fair value of $14.0 million at June 30, 2025 and $10.7 million at December 31, 2025.

Our contingent earnout liability related to the Scite acquisition is in the “Level 3” category for valuation purposes. As of December 31, 2025 and June 30, 2025, the contingent earnout liability fair value was estimated using the ending business to consumer annual recurring revenue figures as of June 30, 2025 and a 9% discount rate less payments made.

On July 2, 2025, the Company finalized the calculation of the earnout for former shareholders of Scite at $15.4 million. The earnout is comprised of a mix of cash and stock, with 62% of the earnout to be paid in cash and 38% in the Company’s common stock. The first of eight quarterly installment payments was disbursed in August 2025, with subsequent payments scheduled to continue quarterly until the final payment in May 2027. The change in fair value after July 2, 2025 represents the accretion expense from the passage of time. Prior to July 2, 2025, the change in fair value was based on the assistance of a valuation specialist, using a Monte Carlo simulation of discounted cash flows based on management's forecast.

During the three months ended December 31, 2025 and 2024, a change in fair value of contingent liability of $278,637 and $2,406,886, respectively, were recognized as losses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). During the six months ended December 31, 2025 and 2024, a change in fair value of contingent liability of $596,603 and $2,406,886, respectively, were recognized as losses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). In addition, the first Scite earnout payment in the amount of $2,031,623 was made in August 2025, which consisted of cash of $1,304,909 and the issuance of 264,924 shares of common stock, which had a fair value of $726,714. The second Scite earnout payment in the amount of $1,910,668 was made in November 2025, which consisted of cash of $1,183,954 and the issuance of 222,072 shares of common stock, which had a fair value of $726,714.

The carrying amounts of financial assets and liabilities, such as cash and cash equivalents, accounts receivable and accounts payable, approximate their fair values because of the short maturity of these instruments.

Recently Issued Accounting Pronouncements

In December 2023, the FASB amended ASC 740, Income Taxes (issued under Accounting Standards Update (ASU) 2023-09, “Improvements to Income Tax Disclosures”). This ASU requires additional disclosures related to the rate reconciliation, income taxes paid and other amendments intended to enhance effectiveness and comparability. The amendment is effective for the Company beginning with its fiscal year 2026 annual disclosures. The Company is currently evaluating the impact of the adoption of ASU 2023-09 on its annual disclosures.

In November 2024, the FASB issued ASU No. 2024-03 “Income Statement - Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40)” which requires disclosure each reporting period, in the notes to the financial statements, of specified information about certain costs and expenses. The new requirements will be effective for the Company for annual periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its annual disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

Note 3. Line of Credit

On April 15, 2024, the Company entered into a Loan Agreement (the “PNC Loan Agreement”) with PNC Bank, National Association (“PNC”), as lender. Pursuant to the PNC Loan Agreement, the Company entered into a Revolving

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Line of Credit Note (the “PNC Note”) with PNC, which provides for a $500,000 secured revolving line of credit that matures on April 15, 2026 and bears interest annually at the daily SOFR rate plus 2.5%, with accrued interest due and payable monthly. The PNC Note contains customary events of default including, among other things, payment defaults, material misrepresentations, breaches of covenants, revocation of guarantee, certain bankruptcy and insolvency events. There were no outstanding borrowings under the line of credit as of December 31, 2025 and June 30, 2025, respectively.

Note 4. Stockholders’ Equity

Stock Options

In December 2007, we established the 2007 Equity Compensation Plan (the “2007 Plan”) and in November 2017 we established the 2017 Omnibus Incentive Plan (the “2017 Plan”), collectively (the “Plans”). The Plans were approved by our board of directors and stockholders. The purpose of the Plans is to grant stock and options to purchase our common stock, and other incentive awards, to our employees, directors and key consultants. On November 10, 2016, the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2007 Plan increased from 5,000,000 to 7,000,000. On November 21, 2017, the Company’s stockholders approved the adoption of the 2017 Plan (previously adopted by our board of directors on September 14, 2017), which authorized a maximum of 1,874,513 shares of common stock that may be issued pursuant to awards granted under the 2017 Plan. From November 2019 to November 2021, the Company's stockholders approved increases in the maximum number of shares of common stock that may be issued pursuant to awards granted under the 2017 Omnibus Incentive Plan from 1,874,513 to 6,874,513. Upon adoption of the 2017 Plan we ceased granting incentive awards under the 2007 Plan and commenced granting incentive awards under the 2017 Plan. The shares of our common stock underlying cancelled and forfeited awards issued under the 2017 Plan may again become available for grant under the 2017 Plan. Cancelled and forfeited awards issued under the 2007 Plan that were cancelled or forfeited prior to November 21, 2017 became available for grant under the 2007 Plan. As of December 31, 2025, there were 571,577 shares available for grant under the 2017 Plan, and no shares were available for grant under the 2007 Plan. All incentive stock award grants prior to the adoption of the 2017 Plan on November 21, 2017 were made under the 2007 Plan, and all incentive stock award grants after the adoption of the 2017 Plan on November 21, 2017 were made under the 2017 Plan. The majority of awards issued under the Plan vest (i) immediately or (ii) in installments over three years, with a one-year cliff, and have a term of ten years.

The following table summarizes vested and unvested stock option activity:


		All Options					Vested Options					Unvested Options
				Weighted					Weighted					Weighted
				Average					Average					Average
				Exercise					Exercise					Exercise
		Shares		Price			Shares		Price			Shares		Price
Outstanding at June 30, 2025		2,738,804		$	2.06		2,371,330		$	1.96		367,474		$	2.77
Granted		260,000			3.07		—			—		260,000			3.07
Options vesting		—			—		151,322			2.77		(151,322)			2.77
Exercised		(268,500)			0.84		(268,500)			0.84		—			—
Forfeited		—			—		—			—		—			—
Outstanding at December 31, 2025		2,730,304		$	2.28		2,254,152		$	2.14		476,152		$	2.93

The weighted average remaining contractual life of all options outstanding as of December 31, 2025 was 5.31 years. The remaining contractual life for options vested and exercisable at December 31, 2025 was 4.47 years. Furthermore, the aggregate intrinsic value of options outstanding as of December 31, 2025 was $1,877,744, and the aggregate intrinsic value of options vested and exercisable as of December 31, 2025 was $1,841,453, in each case based on the fair value of the Company’s common stock on December 31, 2025. The aggregate intrinsic value of options outstanding as of June 30, 2025 was $2,265,673, and the aggregate intrinsic value of options vested and exercisable as of June 30, 2025 was $2,229,827, in each case based on the fair value of the Company’s common stock on June 30, 2025.

During the six months ended December 31, 2025, the Company granted 260,000 options to directors with a fair value of $382,200 which amount will be amortized over the vesting period. The total stock options expense during the six

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months ended December 31, 2025 and 2024 was $149,262 and $88,045, respectively, and is included in selling, general and administrative expenses in the accompanying condensed consolidated statement of operations and comprehensive income (loss). As of December 31, 2025, the amount of unvested compensation related to the unvested options was $647,801 which will be recorded as an expense in future weighted average vesting periods of 1.20 years. During the six months ended December 31, 2025, the Company issued 245,469 net shares of common stock upon the exercise of options underlying 268,500 shares of common stock, resulting in net cash proceeds of $157,500. The aggregate intrinsic value of options exercised during the six months ended December 31, 2025 was $562,170. During the six months ended December 31, 2024, the Company issued 37,507 net shares of common stock upon the exercise of options underlying 111,821 shares of common stock. The aggregate intrinsic value of options exercised during the six months ended December 31, 2024 was $116,212.

The following table presents the assumptions used to estimate the fair values based upon a Black-Scholes option pricing model of the stock options granted during the six months ended December 31, 2025 and 2024.


		Six Months Ended
		December 31,
		2025		2024
Expected dividend yield		—	%	—	%
Risk-free interest rate		3.77	%	4.26	%
Expected life (in years)		6		6
Expected volatility		44.4	%	46.3	%

The following table presents the information regarding stock options outstanding and exercisable as of December 31, 2025:


	Option				Remaining
	Exercise		Options		Contractual		Options
	Price		Outstanding		Life (in years)		Exercisable
$	1.05 - 1.59		547,000		0.39 - 2.36		547,000
	2.10 - 2.99		1,707,304		2.87 - 8.87		1,491,152
	3.13 - 3.50		476,000		3.87 - 9.87		216,000
	Total		2,730,304				2,254,152

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Restricted Common Stock

During the six months ended December 31, 2025, the Company issued an additional 95,000 shares of restricted stock to employees. These shares vest over a three-year period, with a one-year cliff vesting period, and remain subject to forfeiture if vesting conditions are not met. The aggregate fair value of these stock awards was $247,950 based on the market price of our common stock at $2.61 per share on the date of grant, which will be amortized over the three-year vesting period.

During the six months ended December 31, 2024, the Company issued an additional 590,000 shares of restricted stock to an employee with an aggregate fair value of $1,309,240. The shares were granted, under the 2017 Plan, as restricted stock awards to key management in accordance with its long-term equity bonus program (the “LTEBP”). The LTEBP replaces the previous restricted stock compensation program for executives. It first became effective on August 19, 2022, and grants under the program span 5 years from the grant date. The LTEBP is designed to better serve stockholder interests by aligning key executive compensation with stockholder value. Awards under the LTEBP will vest as follows, upon the 30-day volume weighted average price (VWAP) of our common stock reaching the following targets:

•

20% at a 30-day VWAP of $3.00 per share (vesting occurred on March 14, 2024 and December 9, 2024);

•20% at a 30-day VWAP of $3.75 per share (vesting occurred on January 3, 2025);

•20% at a 30-day VWAP of $4.50 per share;

•20% at a 30-day VWAP of $5.25 per share; and

•20% at a 30-day VWAP of $6.00 per share.

Upon a change of control, vesting will accelerate with respect to that portion of the award that would vest if the target 30-day VWAP was achieved at the level above the per share price in such change of control transaction. For example, if we granted an award of 100,000 shares under the LTEBP, 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.00 per share, and 20,000 shares would vest upon our stock price achieving a 30-day VWAP of $3.75 per share. If the per share price in a change of control transaction was $5.00 per share, vesting would accelerate for 40,000 shares under the same award (i.e. the number of shares that would vest for our stock price achieving a 30-day VWAP of $5.25 per share, pursuant to a tier round up provision in the Plan effective upon a change in control). As a condition to receiving awards under the LTEBP, recipients will be required to hold at least 75% of all vested shares during the term of their employment. Applicable target 30-day VWAPs must be achieved within 5 years following the grant of awards under the LTEBP, and all unvested awards under the LTEBP will be forfeited upon expiration of such 5-year period. Recipients will also forfeit unvested awards in the event their service with our company terminates for any reason.

As the vesting of the 590,000 shares of restricted common stock under the LTEBP is subject to certain market conditions, pursuant to current accounting guidelines, the Company determined the fair value, with the assistance of a valuation specialist, to be $1,309,240, computed using the Monte Carlo simulations on a binomial model with a derived service period ranging from 0.64 to 2.33 years. The total restricted common stock expense related to amortization of all fair value of the restricted stock awards were $276,669 and $864,266 during the six months ended December 31, 2025 and 2024, respectively, and is included in selling, general and administrative expenses in the accompanying condensed consolidated statements of operations and comprehensive income (loss). As of December 31, 2025, the amount of unrecognized compensation related to issuances of restricted common stock was $608,448, which will be recognized as an expense in future weighted average vesting periods of 0.84 years. When calculating basic net income (loss) per share, these shares are included in weighted average common shares outstanding from the time they vest. When calculating diluted net income per share, these shares are included in weighted average common shares outstanding as of their grant date, using the treasury method. From the 32,875,476 shares issued and outstanding on the condensed consolidated balance sheets, 1,037,752 shares are subject to vesting and are not considered outstanding for accounting purposes.

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The following table summarizes restricted common stock activity:


							Weighted
							Average
		Number of					Grant Date
		Shares		Fair Value			Fair Value
Non-vested, June 30, 2025		1,399,210		$	2,247,783		$	1.61
Granted		95,000			247,950			2.61
Vested		(36,458)			(95,642)			2.62
Forfeited		(420,000)			(584,900)			1.39
Non-vested, December 31, 2025		1,037,752		$	1,815,191		$	1.75

Common Stock Repurchases

Effective as of March 19, 2024, the Compensation Committee of our board of directors authorized the repurchase, on the last day of each trading window during which the outstanding awards remain outstanding and otherwise in accordance with our insider trading policies, of an aggregate value not exceeding $750,000 (the “Repurchase Cap”), in addition to the prior remaining balance of outstanding common stock of $330,774 (at prices no greater than $4.00 per share) (the “Repurchase Price Cap”)) from our employees to satisfy their tax obligations in connection with the vesting of stock incentive awards through the end of fiscal year 2025. Effective as of December 19, 2024, the Compensation Committee of our board of directors authorized an increase in the Repurchase Cap to an aggregate value not exceeding $1,500,000 and the Repurchase Price Cap to a price no greater than $5.50 per share. Effective as of May 6, 2025, the Compensation Committee of our board of directors authorized the repurchase of shares of common stock in satisfaction of tax withholding obligations at any time during a trading window during which outstanding awards remain outstanding and otherwise in accordance with our insider trading policies. The actual number of shares repurchased will be determined by applicable employees in their discretion and will depend on their evaluation of market conditions and other factors. As of June 30, 2025, $162,316 remained under the current authorization to repurchase our outstanding common stock from our employees.

During the six months ended December 31, 2025, the Company repurchased 11,982 shares of our common stock from employees at an average market price of approximately $3.30 per share for an aggregate amount of $39,549. As of December 31, 2025, $122,767 remains under the current authorization to repurchase our outstanding common stock from our employees.

During the six months ended December 31, 2024, the Company repurchased 53,889 shares of our common stock from employees at an average market price of approximately $3.81 per share for an aggregate amount of $205,278. As of December 31, 2024, $891,615 remained under the current authorization to repurchase our outstanding common stock from our employees.

Shares repurchased are retired and deducted from common stock for par value and from additional paid in capital for the excess over par value. Direct costs incurred to acquire the shares are included in the total cost of the shares.

Note 5. Contingencies

Inflation Risk

The Company does not believe that inflation has had a material effect on its operations to date, other than its impact on the general economy. However, there is a risk that the Company’s operating costs could become subject to inflationary and interest rate pressures in the future, which would have the effect of increasing the Company’s operating costs, and which would put additional stress on the Company’s working capital resources.

Note 6. Income Taxes

The effective tax rate for the three months ended December 31, 2025 and 2024 was 1.6% and (0.8)%, respectively. The effective tax rate for the six months ended December 31, 2025 and 2024 was 2.3% and (4.9)%, respectively. The

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Company’s effective tax rate differs from the statutory tax rate primarily due to the reduction in the valuation allowance, which is reserving for net operating losses that are expected to be utilized when the tax returns are filed.

Note 7. Subsequent Events

On February 2, 2026, the Company completed the third installment payment of cash and common stock associated with the earnout for the former shareholders of Scite, which consisted of cash of $1.2 million and 252,146 shares of the Company’s common stock being issued.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward-Looking Statements

The following discussion and analysis of our financial condition and results of operations for the three and six months ended December 31, 2025 and 2024 should be read in conjunction with our consolidated financial statements and related notes to those financial statements that are included elsewhere in this report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations, and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors, including those set forth under “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended June 30, 2025.

We use words such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “will,” “should,” “could,” and similar expressions to identify forward-looking statements. All forward-looking statements included in this report are based on information available to us on the date hereof and, except as required by law, we assume no obligation to update any such forward-looking statements.

Overview

Research Solutions was incorporated in the State of Nevada on November 2, 2006, and is a publicly traded holding company with five wholly owned subsidiaries as of December 31, 2025: Reprints Desk, Inc., a Delaware corporation, including its wholly owned subsidiary Resolute Innovation, Inc., a Delaware corporation, Scite, LLC, a Delaware limited liability company, Reprints Desk Latin America S. de R.L. de C.V., an entity organized under the laws of Mexico, and RESSOL LA, S. DE R.L. DE C.V., an entity organized under the laws of Mexico.

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solutions. In addition, these tools increasingly enable users to find insights in other datasets adjacent to STM content, such as clinical trial, patent, life science & medtech regulatory information, competitor and technology landscape insights, in addition to searching the customer’s internal datasets. Scite.ai includes full text search capability on most of the world’s STM content providing better search results and citation information as supporting or contrasting evidence. This powers our AI assistant and literature search engine and gives researchers better insights into any topic. The advanced search solutions are sold through a seat, enterprise, or individual license. These Platforms are deployed as a single, multi-tenant system across our entire customer base. Customers securely access the Platforms through online web interfaces and via web service APIs that enable customers to leverage Platform features and functionality from within in-house and third-party software systems. The Platforms can also be configured to satisfy a customer’s individual preferences. We leverage our Platforms’ efficiencies in scalability, stability and development costs to fuel rapid innovation and competitive advantage.

AI models are integral to powering the unique insights our platforms provide as well as the user experience customers enjoy. Natural language processing (“NLP”) and AI models are used to enhance metadata, define connections between topics and content items as well as to generate data and metrics employed to enable users to rapidly identify and understand the value of content they need for their research. We also use state of the art AI models, such as large language models (“LLP”) to include generative AI “assistants” in several parts of the research workflow today and will continually add capability as we move forward. Today we employ generative AI technologies as a basis for our recommendation engine in our Discovery Tools, Access, and Manage Platform solutions. In addition, generative AI based “assistants” in some of our solutions allow the researcher to ask questions about articles, groups of articles (folders), and more. We also have the capability to provide near full text search on STM content in the Scite.ai solution where the publisher gives us the rights to do so. The ability to not only mine an article’s full text but also show snippets of full text is unique to our Company and allows our generative AI assistants to provide highly accurate results with a very low incidence of hallucinations as part of a retrieval augmented generation framework focused just on STM content. We plan to release several new Platform solutions to enhance the research workflows described above and add new solutions to support the analysis functions that exist in our typical customer base.

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articles each year. STM content is rented or sold to our customers on a per transaction basis. Researchers and knowledge workers in life science and other research-intensive organizations generally require single copies of published STM journal articles for use in their research activities. These individuals are our primary users and while they typically purchase the articles via one of our Platform solutions, we do have some customers that just order articles from us on behalf of end-users in their organizations.

Core to many of our Platform solutions is providing our customers with ways to find and download digital versions of STM articles that are critical to their research. Customers submit orders for the articles they need which we source and electronically deliver to them generally in under an hour, in most cases in seconds. This service is generally known in the industry as single article delivery or document delivery. We also obtain the necessary permission licenses from the content publisher or other rights holder so that our customer’s use complies with applicable copyright laws and we are expanding these services to include the use of content in AI applications and for the training of AI models. We have arrangements with hundreds of content publishers that allow us to distribute their content. The majority of these publishers provide us with electronic access to their content, which allows us to electronically deliver single articles to our customers often in a matter of seconds. While a vast majority of the articles are available in electronic form, the Company also has workflows to deliver older paper-based articles through relationships we have built with libraries around the world.

Critical Accounting Policies and Estimates

The preparation of our condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States, or GAAP, requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses, and related disclosure of contingent assets and liabilities. When making these estimates and assumptions, we consider our historical experience, our knowledge of economic and market factors and various other factors that we believe to be reasonable under the circumstances. Actual results may differ under different estimates and assumptions.

The accounting estimates and assumptions discussed in this section are those that we consider to be the most critical to an understanding of our condensed consolidated financial statements because they inherently involve significant judgments and uncertainties.

Revenue Recognition

We account for revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected.

Revenues are recognized when control of the promised goods or services are transferred to a customer, in an amount that reflects the consideration that we expect to receive in exchange for those goods or services. We derive our revenues from two sources: annual licenses that allow customers to access and utilize certain premium features of our cloud-based SaaS research intelligence platforms and the transactional sale of STM content managed, sourced and delivered through the Platform.

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We apply the following five steps in order to determine the appropriate amount of revenue to be recognized as we fulfill our obligations under each of our agreements:

●

identify the contract with a customer;

●

identify the performance obligations in the contract;

●

determine the transaction price;

●

allocate the transaction price to performance obligations in the contract; and

●

recognize revenue as the performance obligation is satisfied.

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Transactions

Stock-Based Compensation

We periodically issue stock options, warrants and restricted stock to employees and non-employees for services, in capital raising transactions, and for financing costs. We account for share-based payments under the guidance as set forth in the Share-Based Payment Topic 718 of the FASB Accounting Standards Codification, which requires the measurement and recognition of compensation expense for all share-based payment awards made to employees, officers, directors, and consultants, including employee stock options, based on estimated fair values. We estimate the fair value of stock option and warrant awards to employees and directors on the date of grant using an option-pricing model. Depending on the type of restricted stock award, the fair value of our restricted stock is estimated based on the market price of our common stock on the date of grant or with the assistance of a valuation specialist, using the Monte Carlo simulations on a binomial model with a derived service period. We recognize compensation expense on the straight-line basis over the requisite service period for awards subject to time vesting conditions and the graded tranche basis for awards subject to market vesting conditions. Forfeitures are accounted for as they occur. We recognize stock-based compensation within the condensed consolidated statements of operations and comprehensive income with classification depending on the nature of the services rendered.

Allowance for Credit Losses

Our trade accounts receivable are recorded at amounts billed to customers and presented on the consolidated balance sheet net of the allowance for estimated credit losses, and typically due within 30 days. We evaluate the collectability of our trade accounts receivable based on a number of factors. In circumstances where we become aware of a specific customer’s inability to meet its financial obligations to us, we estimate and record a specific reserve for bad debts, which reduces the recognized receivable to the estimated amount we believe will ultimately be collected. In addition to specific customer identification of potential bad debts, bad debt charges are recorded based on our historical losses, our

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forecast and an overall assessment of trade accounts receivable outstanding. We established an allowance for doubtful accounts of $79,869 and $182,234 as of December 31, 2025 and June 30, 2025, respectively.

Foreign Currency

The accompanying condensed consolidated financial statements are presented in United States dollars, the functional currency of our company. Capital accounts of foreign subsidiaries are translated into US dollars from foreign currencies at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenditures are translated at the average exchange rate of the period. Although the majority of our revenue and costs are in US dollars, the costs of Reprints Desk Latin America and ResSol LA are in Mexican Pesos. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

Recently Issued Accounting Pronouncements

Please refer to footnote 2 to the condensed consolidated financial statements contained elsewhere in this Form 10-Q for a discussion of Recently Issued Accounting Pronouncements.

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Comparison of the Three and Six Months Ended December 31, 2025 and 2024

Results of Operations


		Three Months Ended December 31,
		2025			2024			$ Change			% Change

Revenue:
Platforms		$	5,224,845		$	4,601,257		$	623,588		13.6	%
Transactions			6,567,806			7,312,962			(745,156)		(10.2)	%
Total revenue			11,792,651			11,914,219			(121,568)		(1.0)	%

Cost of revenue:
Platforms			622,661			619,842			2,819		0.5	%
Transactions			4,993,040			5,473,284			(480,244)		(8.8)	%
Total cost of revenue			5,615,701			6,093,126			(477,425)		(7.8)	%

Gross profit:
Platforms			4,602,184			3,981,415			620,769		15.6	%
Transactions			1,574,766			1,839,678			(264,912)		(14.4)	%
Total gross profit			6,176,950			5,821,093			355,857		6.1	%

Operating expenses:
Sales and marketing			1,648,598			1,343,087			305,511		22.7	%
Technology and product development			1,602,421			1,506,849			95,572		6.3	%
General and administrative			1,620,595			2,008,201			(387,606)		(19.3)	%
Depreciation and amortization			316,425			306,233			10,192		3.3	%
Stock-based compensation expense			213,449			534,322			(320,873)		(60.1)	%
Foreign currency transaction loss			36,112			29,554			6,558		22.2	%
Total operating expenses			5,437,600			5,728,246			(290,646)		(5.1)	%

Income from operations			739,350			92,847			646,503		696.3	%

Other income			95,065			348,999			(253,934)		(72.8)	%
Change in fair value of contingent earnout liability			(278,637)			(2,406,886)			2,128,249		88.4	%

Income (loss) before provision for income taxes			555,778			(1,965,040)			2,520,818		128.3	%
Provision for income taxes			(8,859)			(15,194)			6,335		41.7	%

Net income (loss)		$	546,919		$	(1,980,234)			2,527,153		127.6	%

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		Six Months Ended December 31,
		2025			2024			$ Change			% Change

Revenue:
Platforms		$	10,345,685		$	8,930,902		$	1,414,783		15.8	%
Transactions			13,759,151			15,027,799			(1,268,648)		(8.4)	%
Total revenue			24,104,836			23,958,701			146,135		0.6	%

Cost of revenue:
Platforms			1,233,036			1,167,009			66,027		5.7	%
Transactions			10,469,552			11,204,723			(735,171)		(6.6)	%
Total cost of revenue			11,702,588			12,371,732			(669,144)		(5.4)	%

Gross profit:
Platforms			9,112,649			7,763,893			1,348,756		17.4	%
Transactions			3,289,599			3,823,076			(533,477)		(14.0)	%
Total gross profit			12,402,248			11,586,969			815,279		7.0	%

Operating expenses:
Sales and marketing			3,315,423			2,533,494			781,929		30.9	%
Technology and product development			3,012,572			2,879,607			132,965		4.6	%
General and administrative			3,295,954			3,938,377			(642,423)		(16.3)	%
Depreciation and amortization			632,491			618,328			14,163		2.3	%
Stock-based compensation expense			425,931			952,311			(526,380)		(55.3)	%
Foreign currency transaction loss (gain)			18,856			(74,686)			93,542		125.2	%
Total operating expenses			10,701,227			10,847,431			(146,204)		(1.3)	%

Income from operations			1,701,021			739,538			961,483		130.0	%

Other income			221,978			417,524			(195,546)		(46.8)	%
Change in fair value of contingent earnout liability			(596,603)			(2,406,886)			1,810,283		75.2	%

Income (loss) before provision for income taxes			1,326,396			(1,249,824)			2,576,220		206.1	%
Provision for income taxes			(30,090)			(61,406)			31,316		51.0	%

Net income (loss)		$	1,296,306		$	(1,311,230)			2,607,536		198.9	%

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Revenue


		Three Months Ended December 31,
		2025			2024			$ Change			% Change
Revenue:
Platforms		$	5,224,845		$	4,601,257		$	623,588		13.6	%
Transactions			6,567,806			7,312,962			(745,156)		(10.2)	%
Total revenue		$	11,792,651		$	11,914,219		$	(121,568)		(1.0)	%

Total revenue decreased $121,568, or 1.0%, for the three months ended December 31, 2025 compared to the prior year, due to the following:


Category		Impact			Key Drivers
Platforms		↑	$	623,588	Increased due to additional deployments to new and existing customers and expansion from existing customers, including cross-sell revenue of the Scite product into existing Article Galaxy customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year for commercial customers and monthly for individual subscribers, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions		↓	$	745,156	Decreased primarily due to lower paid order volume.


		Six Months Ended December 31,
		2025			2024			$ Change			% Change
Revenue:
Platforms		$	10,345,685		$	8,930,902		$	1,414,783		15.8	%
Transactions			13,759,151			15,027,799			(1,268,648)		(8.4)	%
Total revenue		$	24,104,836		$	23,958,701		$	146,135		0.6	%

Total revenue increased $146,135, or 0.6%, for the six months ended December 31, 2025 compared to the prior year, due to the following:


Category	Impact			Key Drivers
Platforms	↑	$	1,414,783	Increased due to additional deployments to new and existing customers and expansion from existing customers, including cross-sell revenue of the Scite product into existing Article Galaxy customers. Revenue is recognized ratably over the term of the subscription agreement, which is typically one year for commercial customers and monthly for individual subscribers, provided all other revenue recognition criteria have been met. Billings or payments received in advance of revenue recognition are recorded as deferred revenue.
Transactions	↓	$	1,268,648	Decreased primarily due to lower paid order volume.

Cost of Revenue


		Three Months Ended December 31,
		2025			2024			$ Change			% Change
Cost of Revenue:
Platforms		$	622,661		$	619,842		$	2,819		0.5	%
Transactions			4,993,040			5,473,284			(480,244)		(8.8)	%
Total cost of revenue		$	5,615,701		$	6,093,126		$	(477,425)		(7.8)	%

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		Three Months Ended
		December 31,
		2025		2024		% Change *
As a percentage of revenue:
Platforms		11.9	%	13.5	%	(1.6)	%
Transactions		76.0	%	74.8	%	1.2	%
Total		47.6	%	51.1	%	(3.5)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 3.5%, from 51.1% for the prior year to 47.6%, for the three months ended December 31, 2025.


		Impact as percentage
Category		of revenue			Key Drivers
Platforms		↓	1.6	%	Decreased primarily due to relatively flat personnel costs, and hosting and technology costs that increased at a proportionally slower pace than revenue.
Transactions		↑	1.2	%	Increased primarily due to lower copyright margins.


		Six Months Ended December 31,
		2025			2024			$ Change			% Change
Cost of Revenue:
Platforms		$	1,233,036		$	1,167,009		$	66,027		5.7	%
Transactions			10,469,552			11,204,723			(735,171)		(6.6)	%
Total cost of revenue		$	11,702,588		$	12,371,732		$	(669,144)		(5.4)	%


		Six Months Ended
		December 31,
		2025		2024		% Change *
As a percentage of revenue:
Platforms		11.9	%	13.1	%	(1.2)	%
Transactions		76.1	%	74.6	%	1.5	%
Total		48.5	%	51.6	%	(3.1)	%

*	The difference between current and prior period cost of revenue as a percentage of revenue

Total cost of revenue as a percentage of revenue decreased 3.1%, from 51.6% for the prior year to 48.5%, for the six months ended December 31, 2025.


		Impact as percentage
Category		of revenue			Key Drivers
Platforms		↓	1.2	%	Decreased primarily due to relatively flat personnel costs, and hosting and technology costs that increased at a proportionally slower pace than revenue.
Transactions		↑	1.5	%	Increased primarily due to lower copyright margins.

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Gross Profit


		Three Months Ended December 31,
		2025			2024			$ Change			% Change
Gross Profit:
Platforms		$	4,602,184		$	3,981,415		$	620,769		15.6	%
Transactions			1,574,766			1,839,678			(264,912)		(14.4)	%
Total gross profit		$	6,176,950		$	5,821,093		$	355,857		6.1	%


		Three Months Ended
		December 31,
		2025		2024		% Change*
As a percentage of revenue:
Platforms		88.1	%	86.5	%	1.6	%
Transactions		24.0	%	25.2	%	(1.2)	%
Total		52.4	%	48.9	%	3.5	%

*	The difference between current and prior period gross profit as a percentage of revenue


		Six Months Ended December 31,
		2025			2024			$ Change			% Change
Gross Profit:
Platforms		$	9,112,649		$	7,763,893		$	1,348,756		17.4	%
Transactions			3,289,599			3,823,076			(533,477)		(14.0)	%
Total gross profit		$	12,402,248		$	11,586,969		$	815,279		7.0	%


		Six Months Ended
		December 31,
		2025		2024		% Change*
As a percentage of revenue:
Platforms		88.1	%	86.9	%	1.2	%
Transactions		23.9	%	25.4	%	(1.5)	%
Total		51.5	%	48.4	%	3.1	%

*	The difference between current and prior period gross profit as a percentage of revenue

Operating Expenses


		Three Months Ended December 31,
		2025			2024			$ Change			% Change
Operating Expenses:
Sales and marketing		$	1,648,598		$	1,343,087		$	305,511		22.7	%
Technology and product development			1,602,421			1,506,849			95,572		6.3	%
General and administrative			1,620,595			2,008,201			(387,606)		(19.3)	%
Depreciation and amortization			316,425			306,233			10,192		3.3	%
Stock-based compensation expense			213,449			534,322			(320,873)		(60.1)	%
Foreign currency transaction loss			36,112			29,554			6,558		22.2	%
Total operating expenses		$	5,437,600		$	5,728,246		$	(290,646)		(5.1)	%

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Category		Impact			Key Drivers
Sales and marketing		↑	$	305,511	Increased primarily due to greater personnel costs, consulting expenses, and marketing discretionary advertising spend.
Technology and product development		↑	$	95,575	Increased modestly due to greater software development consulting costs, partially offset by lower software development personnel costs and recruiting expenses.
General and administrative		↓	$	387,606	Decreased primarily due to lower personnel and consulting costs and lower investor relations, recruiting and bad debt expenses.


		Six Months Ended December 31,
		2025			2024			$ Change			% Change
Operating Expenses:
Sales and marketing		$	3,315,423		$	2,533,494		$	781,929		30.9	%
Technology and product development			3,012,572			2,879,607			132,965		4.6	%
General and administrative			3,295,954			3,938,377			(642,423)		(16.3)	%
Depreciation and amortization			632,491			618,328			14,163		2.3	%
Stock-based compensation expense			425,931			952,311			(526,380)		(55.3)	%
Foreign currency transaction loss (gain)			18,856			(74,686)			93,542		125.2	%
Total operating expenses		$	10,701,227		$	10,847,431		$	(146,204)		(1.3)	%


Category		Impact			Key Drivers
Sales and marketing		↑	$	781,929	Increased primarily due to greater personnel costs, consulting expenses, and marketing discretionary advertising spend.
Technology and product development		↑	$	132,965	Increased due to greater software development consulting costs, partially offset by lower recruiting and dues and subscription expenses.
General and administrative		↓	$	642,423	Decreased primarily due to lower personnel and consulting costs and lower investor relations, travel, recruiting and bad debt expenses.

Net Income


		Three Months Ended December 31,
		2025			2024			$ Change			% Change
Net Income (Loss):
Net income (loss):		$	546,919		$	(1,980,234)		$	2,527,153		127.6	%

Net income increased $2,527,153, or 127.6%, for the three months ended December 31, 2025 compared to the prior year, primarily due to a fiscal year 2024 increase in the estimated fair value related to the Scite earn out liability, increased gross profit and a decrease in operating expenses as described above.


		Six Months Ended December 31,
		2025			2024			$ Change			% Change
Net Income (Loss):
Net income (loss):		$	1,296,306		$	(1,311,230)		$	2,607,536		198.9	%

Net income increased $2,607,536, or 198.9%, for the six months ended December 31, 2025 compared to the prior year, primarily due to a fiscal year 2024 increase in the estimated fair value related to the Scite earn out liability, increased gross profit and a decrease in operating expenses as described above.

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Liquidity and Capital Resources


	Six Months Ended December 31,
	2025			2024
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities	$	2,491,176		$	1,871,493
Net cash used in investing activities		(24,561)			(5,404)
Net cash used in financing activities		(2,436,443)			(267,838)

Effect of exchange rate changes		5,296			2,873
Net increase in cash and cash equivalents		35,468			1,601,124
Cash and cash equivalents, beginning of period		12,227,312			6,100,031
Cash and cash equivalents, end of period	$	12,262,780		$	7,701,155

Liquidity

As of December 31, 2025, we had cash and cash equivalents of $12,262,780, compared to $12,227,312 as of June 30, 2025, an increase of $35,468. This increase was primarily due to cash provided by operating activities partially offset by cash used in financing activities.

Operating Activities

Net cash provided by operating activities was $2,491,176 for the six months ended December 31, 2025 and resulted primarily from net income of $1,296,306, an adjustment to contingent earnout liability of $596,603 and a decrease in accounts receivable of $1,530,063, partially offset by a decrease in accounts payable and accrued expenses of $1,035,903 and a decrease in deferred revenue of $785,267.

Net cash provided by operating activities was $1,871,493 for the six months ended December 31, 2024 and resulted primarily from an adjustment to contingent earnout liability of $2,406,886 and a decrease in prepaid royalties of $478,169, partially offset by a decrease in accounts payable and accrued expenses of $737,670 and an increase in accounts receivable of $266,255.

Investing Activities

Net cash used in investing activities was $24,561 for the six months ended December 31, 2025 and resulted from the purchase of property and equipment.

Net cash used in investing activities was $5,404 for the six months ended December 31, 2024 and resulted from the purchase of property and equipment.

Financing Activities

Net cash used in financing activities was $2,436,443 for the six months ended December 31, 2025 and resulted from the payment of contingent acquisition consideration of $2,554,394 and the repurchase of common stock of $39,549, partially offset by proceeds from the exercise of stock options of $157,500.

Net cash used in financing activities was $267,838 for the six months ended December 31, 2024 and resulted from the payment of contingent acquisition consideration of $62,560 and the repurchase of common stock of $205,278.

On April 15, 2024, we entered into a Loan Agreement (the “PNC Loan Agreement”) with PNC Bank, National Association (“PNC”), as lender. Pursuant to the PNC Loan Agreement, we entered into a Revolving Line of Credit Note (the “PNC Note”) with PNC, which provides for a $500,000 secured revolving line of credit that matures on April 15, 2026 and bears interest annually at the daily SOFR rate plus 2.5%, with accrued interest due and payable monthly. The

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PNC Note contains customary events of default including, among other things, payment defaults, material misrepresentations, breaches of covenants, revocation of guarantee, certain bankruptcy and insolvency events. There were no outstanding borrowings under the line of credit as of December 31, 2025.

Non-GAAP Measure – Adjusted EBITDA

In addition to our GAAP results, we present Adjusted EBITDA as a supplemental measure of our performance. However, Adjusted EBITDA is not a recognized measurement under GAAP and should not be considered as an alternative to net income (loss), income (loss) from operations or any other performance measure derived in accordance with GAAP or as an alternative to cash flow from operating activities as a measure of liquidity. We define Adjusted EBITDA as net income (loss), plus interest expense, other (income) expense including any change in fair value of contingent earnout liability, foreign currency transaction loss (gain), provision for income taxes, depreciation and amortization, and stock-based compensation, when applicable. Management considers our core operating performance to be that which our managers can affect in any particular period through their management of the resources that affect our underlying revenue and profit generating operations that period. Non-GAAP adjustments to our results prepared in accordance with GAAP are itemized below. You are encouraged to evaluate these adjustments and the reasons we consider them appropriate for supplemental analysis. In evaluating Adjusted EBITDA, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items.

Set forth below is a reconciliation of Adjusted EBITDA to net income for the three and six months ended December 31, 2025 and 2024:


		Three Months Ended
		December 31,
		2025			2024			$ Change		% Change
Net income (loss)		$	546,919		$	(1,980,234)		$	2,527,153	127.6	%
Add (deduct):
Other (income) expense			183,572			2,057,887			(1,874,315)	(91.1)	%
Foreign currency transaction loss			36,112			29,554			6,558	22.2	%
Provision for income taxes			8,859			15,194			(6,335)	(41.7)	%
Depreciation and amortization			316,425			306,233			10,192	3.3	%
Stock-based compensation			213,449			534,322			(320,873)	(60.1)	%
Adjusted EBITDA		$	1,305,336		$	962,956		$	342,380	35.6	%


		Six Months Ended
		December 31,
		2025			2024			$ Change		% Change
Net income (loss)		$	1,296,306		$	(1,311,230)		$	2,607,536	198.9	%
Add (deduct):
Other (income) expense			374,625			1,989,362			(1,614,737)	(81.2)	%
Foreign currency transaction loss (gain)			18,856			(74,686)			93,542	125.2	%
Provision for income taxes			30,090			61,406			(31,316)	(51.0)	%
Depreciation and amortization			632,491			618,328			14,163	2.3	%
Stock-based compensation			425,931			952,311			(526,380)	(55.3)	%
Adjusted EBITDA		$	2,778,299		$	2,235,491		$	542,808	24.3	%

We present Adjusted EBITDA because we believe it assists investors and analysts in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. In addition, we use Adjusted EBITDA in developing our internal budgets, forecasts and strategic plan; in analyzing the effectiveness of our business strategies in evaluating potential acquisitions; and in making compensation

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decisions and in communications with our board of directors concerning our financial performance. Adjusted EBITDA has limitations as an analytical tool, which includes, among others, the following:

●

Adjusted EBITDA does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;

●

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

●

Adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on our debts; and

●

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA does not reflect any cash requirements for such replacements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q. For purposes of this section, the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Based upon that evaluation, our Chief Executive Officer and Interim Chief Financial Officer have concluded that, as of December 31, 2025, the end of the period covered by this report, our disclosure controls and procedures were effective at a reasonable assurance level.

Inherent Limitations on the Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systems are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, no evaluation of internal control over financial reporting can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, have been or will be detected.

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These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of a simple error or mistake. Controls can also be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions or deterioration in the degree of compliance with policies or procedures.

Changes in Internal Control Over Financial Reporting

In addition, our management with the participation of our principal executive officer and principal financial officer have determined that no change in our internal control over financial reporting (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Exchange Act) occurred during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1A. Risk Factors.

There have been no material changes from the risk factors disclosed in the Company's Annual Report on Form 10-K for the year ended June 30, 2025.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended December 31, 2025, we repurchased 5,592 shares of our common stock from employees at an average market price of approximately $2.89 per share for an aggregate amount of $16,162. As of December 31, 2025, $122,767 remains under the current authorization to repurchase our outstanding common stock from our employees.

During the three months ended December 31, 2024, we repurchased 48,132 shares of our common stock from employees at an average market price of approximately $3.93 per share for an aggregate amount of $189,159. As of December 31, 2024, $891,615 remained under the current authorization to repurchase our outstanding common stock from our employees.

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The following table summarizes repurchases of our common stock on a monthly basis:


							Approximate Dollar Value
		Total Number		Average			of Shares that May Yet Be
		of Shares		Price Paid			Purchased Under the
Period		Purchased¹		per Share			Plans or Programs
October 1-31, 2025		—			—		$	138,929
November 1-30, 2025		—			—		$	138,929
December 1-31, 2025		5,592		$	2.89		$	122,767
Total		5,592		$	2.89			—

¹ Consists of shares of common stock purchased from an employee to satisfy tax obligations in connection with the vesting of stock incentive awards.

Item 5. Other Information

Rule 10b5-1 Trading Plans

During the three and six months ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended) adopted, amended, or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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Item 6. Exhibits

EXHIBIT INDEX


		Incorporated by Reference
Exhibit Number	Exhibit Description	Form	Date	Number	Filed Herewith
2.1	Share Exchange Agreement between Research Solutions, Inc. and Reprints Desk Inc. dated as of November 13, 2006.	SB-2	12/28/2007	2.1
2.2	Agreement and Plan of Merger by and among Reprints Desk, Inc., Research Solutions Acquisition Corp 1, Research Solutions, Inc., as Parent Guarantor, Resolute Innovation, Inc. and Shareholder Representative Services LLC dated as of July 28, 2023.	8-K	7/31/2023	2.1
2.3	Agreement of Merger and Plan of Reorganization, by and among the Research Solutions, Inc., Research Solutions Acquisition 2, LLC, Scite, Inc., and the Stockholder Representative, dated as of November 24, 2023.	8-K	11/24/2023	2.1
3.1.1	Articles of Incorporation.	SB-2	12/28/2007	3.1
3.1.2	Articles of Merger Effective March 4, 2013.	8-K	3/6/2013	3.1
3.2	Amended and Restated Bylaws.	8-K	10/17/2012	3.2
31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer				X
31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer				X
32.1	Section 1350 Certification of Chief Executive Officer				*
32.2	Section 1350 Certification of Chief Financial Officer				*
101.INS	INLINE XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Furnished herewith

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SIGNATURES

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 thereunto duly authorized.


	RESEARCH SOLUTIONS, INC.

	By:	/s/ Roy W. Olivier
		Roy W. Olivier
Date: February 13, 2026		Chief Executive Officer and President (Principal Executive Officer)

	By:	/s/ David Kutil
		David Kutil
Date: February 13, 2026		Interim Chief Financial Officer (Principal Financial and Accounting Officer)

Source: View Original Filing on SEC EDGAR

FAQ

How did Research Solutions (RSSS) perform financially in the quarter ended December 31, 2025?

Research Solutions generated quarterly revenue of $11.8 million, nearly flat year over year, but improved profitability significantly. Net income reached $546,919, or $0.02 per diluted share, compared with a net loss of $1.98 million in the prior-year quarter.

What drove revenue trends for Research Solutions (RSSS) across Platforms and Transactions?

Revenue mix shifted toward higher-margin software. Platforms revenue rose to $5.2 million, up 13.6% year over year, while Transactions revenue declined 10.2% to $6.6 million. For six months, Platforms grew 15.8% and Transactions fell 8.4%, keeping total revenue roughly flat.

How did Research Solutions’ (RSSS) margins and operating income change year over year?

Quarterly gross profit increased to $6.2 million and gross margin expanded to 52.4% from 48.9%. Income from operations rose to $739,350 versus $92,847 a year earlier, reflecting higher platform mix, lower cost of revenue, and reduced general and administrative and stock-based compensation expenses.

What was Research Solutions’ (RSSS) cash position and cash flow for the six months ended December 31, 2025?

The company ended the period with $12.3 million in cash and cash equivalents. It generated $2.49 million of cash from operating activities, used $24,561 for capital expenditures, and $2.55 million for contingent acquisition payments, resulting in a modest net cash increase.

How is the Scite acquisition earnout affecting Research Solutions’ (RSSS) results?

The Scite earnout created a Level 3 contingent liability with fair value of $10.7 million at December 31, 2025. Changes in this fair value produced non-cash losses of $278,637 for the quarter and $596,603 for six months, and installment payments in cash and stock are scheduled through May 2027.

What were Research Solutions’ (RSSS) earnings per share for the latest quarter and six months?

For the quarter ended December 31, 2025, basic and diluted earnings per share were $0.02, versus a loss of $0.07 a year earlier. For the six-month period, basic and diluted earnings per share were $0.04, compared with a loss of $0.04 per share.

Does Research Solutions (RSSS) have any debt outstanding under its credit facility?

Research Solutions maintains a $500,000 secured revolving line of credit maturing April 15, 2026, bearing interest at daily SOFR plus 2.5%. There were no outstanding borrowings under this facility as of both December 31, 2025 and June 30, 2025.

Research Solutions (NASDAQ: RSSS) returns to profit as platform revenue grows

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FAQ

How did Research Solutions (RSSS) perform financially in the quarter ended December 31, 2025?

What drove revenue trends for Research Solutions (RSSS) across Platforms and Transactions?

How did Research Solutions’ (RSSS) margins and operating income change year over year?

What was Research Solutions’ (RSSS) cash position and cash flow for the six months ended December 31, 2025?

How is the Scite acquisition earnout affecting Research Solutions’ (RSSS) results?

What were Research Solutions’ (RSSS) earnings per share for the latest quarter and six months?

Does Research Solutions (RSSS) have any debt outstanding under its credit facility?

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Research Solutions (NASDAQ: RSSS) returns to profit as platform revenue grows

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Equity analyst – SaaS and information services neutral

FAQ

How did Research Solutions (RSSS) perform financially in the quarter ended December 31, 2025?

What drove revenue trends for Research Solutions (RSSS) across Platforms and Transactions?

How did Research Solutions’ (RSSS) margins and operating income change year over year?

What was Research Solutions’ (RSSS) cash position and cash flow for the six months ended December 31, 2025?

How is the Scite acquisition earnout affecting Research Solutions’ (RSSS) results?

What were Research Solutions’ (RSSS) earnings per share for the latest quarter and six months?

Does Research Solutions (RSSS) have any debt outstanding under its credit facility?

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