Research Solutions (RSSS) 8-KChanges in Registrant's Certifying Accountant

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report:

(Date of earliest event reported)

October 8, 2024

Research Solutions, Inc.

(Exact name of registrant as specified in its charter)

Nevada

(State or other Jurisdiction of Incorporation)

N/A

(Address of Principal Executive Offices and zip code)

(310) 477-0354

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨  Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).

Emerging growth company     ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.     ¨

On October 8, 2024, the Audit Committee of the Board of Directors, or the Audit Committee, of Research Solutions, Inc., or the Company, dismissed Weinberg and Company, P.A., or Weinberg, as the Company's independent registered public accounting firm.

Weinberg’s reports on the Company’s consolidated financial statements as of and for the fiscal years ended June 30, 2024, and 2023, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. 

During the fiscal year ended June 30, 2024, and 2023, and the subsequent interim period through October 8, 2024: (i) there were no “disagreements”, as defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Weinberg's satisfaction, would have caused Weinberg to make reference to the subject matter of such disagreements in connection with its reports for such years and interim period, and (ii) there were no “reportable events”, as defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Weinberg with a copy of the above disclosures prior to its filing with the Securities and Exchange Commission, or the SEC, and requested that Weinberg furnish the Company with a letter addressed to the SEC stating whether Weinberg agrees with the statements made by the Company herein. The letter from Weinberg, addressed to the SEC, was furnished to the Company on October 9, 2024 and is attached hereto as Exhibit 16.1.

On October 8, 2024, the Audit Committee approved and ratified the appointment of Wipfli LLP, or Wipfli, as the Company’s independent registered public accounting firm as of October 8, 2024.

During the two most recent fiscal years ended June 30, 2023, and 2024, and the subsequent interim period through October 8, 2024, neither the Company nor anyone on the Company’s behalf consulted with Wipfli with respect to (i)(a) the application of accounting principles to a specified transaction, either completed or proposed, (b) the type of audit opinion that might be rendered on the Company's financial statements, and (c) neither a written report nor oral advice was provided to the Company that Wipfli concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a “disagreement”, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a “reportable event”, as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.