Corporate Disclosure Policy

Introduction

As a publicly held company, Research Solutions, Inc. (the “Company”) is subject to certain obligations imposed by the federal securities laws regarding the disclosure of information to the public. Premature, selective or otherwise unauthorized disclosure of internal or nonpublic information relating to the Company could adversely affect the Company’s ability to meet its disclosure obligations under the federal securities laws. In addition, premature, selective or unauthorized disclosure could cause competitive harm to the Company and in some cases result in liability for the Company. Further, all information, whether material or immaterial, provided to outsiders by management must be accurate and consistent with these responsibilities.

Purpose and Persons Subject to this Policy

This Corporate Disclosure Policy (this “Policy”) establishes guidelines for the disclosure of Company information to the investing public, financial market analysts, the media and any persons who are not employees or directors of the Company consistent with the requirements set forth in Regulation FD promulgated by the Securities and Exchange Commission (“SEC”) under the Securities Exchange Act of 1934, as amended. This Policy is in addition to the Company’s Policy Prohibiting Insider Trading and Unauthorized Disclosure of Information to Others.

If you are an employee, officer, or director of the Company or any of its subsidiaries, then this Policy applies to you.

Summary of Regulation FD

Application of Regulation FD. Regulation FD applies to disclosures of material nonpublic information to securities market professionals and current or potential investors (each an “Outside Person”).

Communications Exempted from Regulation FD. The following types of communications are specifically exempted from the disclosure requirements of Regulation FD:

(a)communications made to a person who owes the Company a duty of trust or confidence, such as an attorney or accountant;

(b)communications made to any person who expressly agrees to maintain the information in confidence (such express agreement may be given after the disclosure of material nonpublic information, but must be before the recipient discloses or trades on the basis of it); and

(c)communications made in connection with most registered securities offerings.

Disclosure of Material Nonpublic Information. Regulation FD requires that whenever the Company or a person acting on its behalf discloses material nonpublic information to an Outside Person, the Company must make public disclosure of that same information as follows:

(a)if the Company or any person acting on the Company’s behalf intentionally discloses material nonpublic information, the Company must make public disclosure of such information simultaneously; and

(b)if the Company or any person acting on the Company’s behalf unintentionally discloses material nonpublic information, the Company must make public disclosure of such information as soon as reasonably practicable (but in no event after the later of 24 hours or the commencement of the next day’s trading on The Nasdaq Stock Market) after discovery of the disclosure.Discovery happens when a director, executive officer, investor relations or public relations officer of the Company learns that the Company or any person acting on the Company’s behalf disclosed information that such director, executive officer, investor relations or public relations officer knows, or is reckless in not knowing, is both material and nonpublic.

Definitions

Intentional Disclosure. A selective disclosure of material nonpublic information is “intentional” when the person making the disclosure knows, or is reckless in not knowing, that the information he or she is communicating is both material and nonpublic.

Material Information. Information is “material” if there is a substantial likelihood that a reasonable investor would consider it important in making an investment decision, or if a reasonable investor would view it as altering the total mix of information available. In short, material information includes any information that could reasonably affect the price of the Company’s stock.

The following list, while not exhaustive, identifies several types of information or events that are more likely to be considered material. The SEC emphasizes, however, that materiality must be judged on a case-by-case basis.

(a) customer or licensing developments;

(b) financial results and forecasts;

(d) establishment of, or developments in, joint ventures or similar collaborations;

(e) strategic plans;

(f) significant write-offs;

(g) potential mergers, acquisitions, tender offers or the sale of assets of the Company or a subsidiary thereof;

(h) potential acquisitions of additional products or technologies;

(i) notice of issuance of patents, the acquisition of other material intellectual property rights or other significant intellectual property developments;

(j) significant changes or developments in the Company’s industry;

(k) new major contracts, suppliers, or finance sources, or the loss thereof;

(l) significant pricing changes;

(m) events regarding the Company’s securities (e.g., defaults on senior securities, calls of securities for redemption, repurchase plans, stock splits, public or private equity/debt offerings, or changes in Company dividend policies or amounts);

(n) significant changes in control or senior management;

(o) significant changes in compensation policy;

(p) bankruptcies or receiverships;

(q) actual or threatened major litigation, or a major development in or the resolution of such litigation; and

(r) change in auditors or a notification that the Company can no longer rely on an auditor’s report.

Nonpublic Information. Information is “nonpublic” if it has not been disclosed to the general public by means of a press release, SEC filing or other medium for broad public access. Disclosure to even a large group of analysts does not constitute disclosure to the public.

Person Acting on the Company’s behalf. A “person acting on the Company’s behalf” is a senior official or any other employee or agent of the Company who regularly communicates with market professionals or with the Company’s stockholders. A senior official is defined as any director, executive officer, investor relations or public relations officer, or other person who performs a similar function.

Policy

General. Company personnel should not disclose internal or nonpublic information, material or otherwise, about the Company to anyone outside the Company, except as required in the performance of regular duties for the Company and in a manner consistent with this Policy.

The initial disclosure of material information by the Company will generally be made only through press releases, SEC filings or other means reasonably designed to provide broad, non-exclusionary distribution of the information to the public so that all members of the investing public will have an equal opportunity to access simultaneously the material information.

Rumors concerning the business and affairs of the Company may circulate from time to time. The Company’s general policy is not to comment upon such rumors.

Material information about the Company that has been disclosed previously to the public in accordance with this Policy shall not be confirmed or updated by Company personnel except in a manner consistent with the procedures outlined in this Policy. This includes previously publicly disclosed earnings forecasts or guidance regarding future financial results. A Spokesperson generally shall respond to inquiries about previously publicly disclosed earnings forecasts by (i) if appropriate, referring back to the prior forecast and making it clear the prior estimate was as of the date given and is not being updated as of the time of the subsequent statement, or (ii) providing a response of “no comment” or the like.

Scope. This Policy applies to all Company employees, directors, contractors and temporary contract workers, as well as other business affiliates of the Company with knowledge of the Company’s business activities.

Company Spokespersons. The Company has designated the following executive officers of the Company as the Company spokespersons, as may be amended from time to time (collectively, the “Spokespersons”): the Company’s Chief Executive Officer and Chief Financial Officer. All public disclosures of information and communications with analysts, investors, potential investors, stockholders, media and other members of the public about the Company shall be made by a Spokesperson. A Spokesperson may designate other officers of the Company to respond to inquiries regarding specific areas of interest. All third-party inquiries for Company information shall be referred to a Spokesperson. No other individual is authorized to disclose information regarding the Company to any third party without the prior consent of a Spokesperson. Accordingly, when an inquiry is made by an outsider, the following response will generally be appropriate:

“As to these types of matters, the Company’s spokesperson is its Chief Executive Officer. If there is any comment, he would be the one to contact.”

Determination of Materiality and Need for Disclosure. A Spokesperson, upon consultation with Company counsel, will determine whether Company information is material and whether it needs to be publicly disclosed under Regulation FD.

“Wink-and-Nod” Disclosure. Regulation FD can be violated by providing selective guidance through a combination of spoken language, tone, emphasis and demeanor. Accordingly, the Spokespersons must comply with this Policy not only with respect to their express statements, but also their implied messages conveyed through tone, emphasis and demeanor.

Failure to Comply. Any Company employee who communicates about Company business with analysts, investors, potential investors, stockholders, media or other members of the public without the prior consent of a Spokesperson or another authorized officer of the Company, or who otherwise discloses Company information in violation of this Policy, shall be subject to disciplinary action, including termination with cause. Directors, agents and consultants of the Company, as appropriate, shall also be subject to disciplinary action.

Procedures
1. General.

“No Comment” Policy. The Company will follow the “no comment” policy detailed in Section VI.E. below, which prohibits the Company from disclosing or responding to inquiries about rumors concerning analyst or Company projections, potential transactions or unusual market activity in the Company’s securities.

No Disclosure Required. If it is determined that disclosure of certain material nonpublic information is not required, it is the Company’s general policy not to release the information unless (i) the Company has regularly released that type of information in the past and (ii) such release is made in compliance with this Policy.

Situations Requiring Special Disclosure. Except as described below, the Company will repeat or reaffirm only previously disclosed historical factual information about the Company when educating the public or a third party about the Company or when correcting misstatements about the Company that were initiated by the Company or an individual acting on the Company’s behalf.

The situations in which the Company will disclose material nonpublic Company information include, but are not limited to, the following:

(a) to correct as necessary a Company statement as soon as the Company discovers that it was, when made, incomplete, incorrect, inaccurate or misleading;

(b) to correct as necessary a third-party statement previously approved or adopted by the Company as soon as the Company discovers that it was, when approved, incomplete, incorrect, inaccurate or misleading;

(d) to confirm, complete or correct as necessary information in the marketplace that appears to have been improperly disseminated by a Company source; and

(e) to immediately disclose material nonpublic information whenever the Company discovers that the information has been inadvertently disclosed to a limited audience.

Other Required Disclosure. The Company will disclose other material nonpublic Company information that a Spokesperson, upon consultation with Company counsel, determines must be disclosed on a case-by-case basis.

No Selective Disclosure. Material nonpublic information about the Company will not be disclosed to any third party or select audience, including analysts, stockholders, friends, relatives or others. If the Company chooses to disclose material nonpublic information, it must do so in a manner intended to reach the public on a broad, non-exclusionary basis or pursuant to a written confidentiality agreement. If obtaining a written confidentiality agreement is not feasible based on extenuating circumstances, an oral agreement to maintain confidentiality may be obtained, provided such oral agreement is expressly authorized by a Spokesperson and has been cleared in advance with Company counsel.

Statement Preparation and Content.

Preparation and Content. A Spokesperson will prepare or oversee the preparation of all Company statements, presentations and scripted communications, including investor presentations for the Company and any subsidiaries.

Completeness and Accuracy. Company statements will be the product of good-faith best efforts of all persons involved to present the information fully and fairly, together with all relevant and related material information.

Form 8-K. In the discretion of a Spokesperson, upon consultation with Company counsel, the Company may file with or furnish to the SEC a Current Report on Form 8-K setting forth the information to be disclosed in order to ensure broad, non-exclusionary distribution of such information in accordance with Regulation FD.

Conference Calls.

The Company may schedule conference calls from time to time in order to discuss financial results or other information that may be material to the investing public and the securities industry. The procedures applicable to such conference calls are as follows:

(a) Press Release. A reasonable time prior to the initiation of the call, a press release shall be disseminated setting forth a description of the material information to be discussed in the call and announcing the time, date and call-in information for the call.

(b) No Selective Additional Disclosure. The Company will not selectively disseminate any additional material nonpublic information after a conference call and will only disclose new information on a conference call if the conference call is held in compliance with Regulation FD.

(c) Posted Transcript. A transcript and/or audio file of the conference call (as well as any other summaries thereof) may be posted on the Company’s website for a period of time following the call as determined by a Spokesperson (typically, approximately 30 days).

Contact with Financial Market Analysts and Investors.

A Spokesperson may engage in “one-on-one” communications with financial market analysts and investors solely for the purpose of clarifying previously disclosed information. Notwithstanding the foregoing, in no event shall any material nonpublic information be disclosed (including by way of updating), nor shall any previous financial guidance or forecasts be confirmed under facts and circumstances that make the confirmation itself material, unless such information, update or confirmation is contemporaneously made available to the public in a manner consistent with this Policy.

In the course of any “one-on-one” or “limited-access” conversation, any Spokesperson may educate financial market analysts and investors about the Company using previously disclosed historical factual information or facts that are generally known to the public. The Spokesperson may not, however, disclose estimates of the Company’s stock price.

Public Comment on Rumors, Transaction Discussions or Unusual Market Activity.

The Company generally will not comment on unusual market activity or market rumors and generally will not disclose the Company’s involvement in discussions regarding potential transactions. It is critical that the Company adhere to its “no comment” policy consistently. If the Company denies rumors that are not correct, for example, the Company may not be able to effectively avoid commenting in response to an inquiry regarding a rumor that is true or partially true. If contacted by someone outside the Company and asked to comment, a Spokesperson shall state either: “It is our policy not to comment on rumors [or other applicable item]” or “No comment.”

The Spokespersons generally shall not speculate as to reasons for volume or price activity of the Company’s securities in response to questions from the investment community or the media. When a press release is in the dissemination process, and has already been disclosed, it is permissible to point out that fact, but not directly link the release to trading activity.

If The Nasdaq Stock Market requests that the Company make a definitive statement in response to a market rumor that is causing significant volatility in the Company’s stock price, the Spokespersons shall consider the request and determine the appropriate response.

Discussions with Potential Investors in Nonregistered Offerings.

Disclosures made to a potential investor in connection with certain “shelf” registrations and any unregistered offerings (e.g., an offering under Regulation S of the Securities Act of 1933, as amended, or a private placement) shall not include any material nonpublic information unless such investor has otherwise agreed to keep the information confidential until the authorized release date.

Press Releases.

The Company may issue press releases from time to time to disclose information that Company management believes is important or useful to the public, whether or not the information is material. A Spokesperson will designate an appropriate person to prepare press releases to be issued by the Company. All press releases will be reviewed and approved by a Spokesperson, and may also be subject to review by and Company counsel, the Audit Committee of the Board of Directors and/or by another committee designated by the Board of Directors. A Spokesperson will also designate the “Key Contact” for follow-up media inquiries on each press release. Unless specifically designated, such Key Contact shall not be authorized to respond to inquiries from stockholders or financial analysts. Alternatively, a Spokesperson may, in the Spokesperson’s discretion, determine that the Company’s press release represents the Company’s sole response to inquiries on the matter.

A Spokesperson will designate the appropriate person to implement the transmission of the press release through the appropriate communication channels. These duties may include:

(a) transmission of the press release to the Company’s investment bankers/analysts and others who may request to be included on an investor relations distribution list, so long as such transmission is preceded by the transmission of the press release to the national wire service;

(b) coordinating the transmission of the press release on the national wire service; and

(c) immediately following confirmation of the transmission of the press release on the national wire service, contacting the representatives of the local media and others who may request to be included on an investor relations distribution list to inform them of the press release and, if desired, transmitting a copy to them.

Annual Reports, Quarterly Reports and Company Literature.

The Company will regularly provide an annual report of its financial condition and related business performance in a timely manner following the fiscal year-end. Interim reporting of the Company’s financial and business performance will be provided quarterly between annual reports. Such annual reports and interim reports shall be made available in a manner reasonably designed to provide broad, non-exclusionary distribution of the information to the public. All the aforementioned materials must be approved by a Spokesperson and reviewed by the independent auditors and Company counsel prior to distribution. Auxiliary materials, such as corporate brochures, etc., may be provided as needed in a Spokesperson’s judgment.

Website Postings.

In the discretion of a Spokesperson, an audio file or written transcript of a conference call or other communication of material nonpublic information may be placed on the Company’s website. Any written materials shall include a hotlink to appropriate cautionary disclosures in order to take advantage of the safe harbor under the Private Securities Litigation Reform Act of 1995. No material nonpublic information shall be posted on the Company’s website unless it has previously or simultaneously been disseminated via other methods reasonably designed to ensure broad, non-exclusionary distribution of the information.

Traditional and Social Media.

Although traditional media sources (electronic, broadcast, print, etc.) and social media can help to publicly disseminate information, the Company has determined that disclosure to the media or via social media generally will not be a substitute for a press release issued directly by the Company to disseminate material non-public information. Further, the Company currently does not intend to use social media as a primary means for distributing material non-public information. Accordingly, traditional media sources and social media shall not, unless otherwise determined by a Spokesperson in a particular situation be used to selectively disclose (or indirectly “break”) material non-public information.

Presentations.

Company personnel must receive approval by a Spokesperson prior to accepting any speaking or audiovisual engagement. The following procedures and restrictions shall apply to each such presentation:

(a) a Spokesperson must approve the content of such presentation prior to disclosure;

(b) all employees presenting Company information shall retain a complete copy of such presentation to document its content as given; and

Inadvertent Selective Disclosure of Material Nonpublic Information.

If an employee or a director of the Company who is not a Spokesperson believes that he or she may have disclosed material nonpublic information to an Outside Person, such person must immediately notify a Spokesperson of the information disclosed, the person(s) to whom the information was disclosed, and any other pertinent information regarding the disclosure. Upon notification, such Spokesperson will then determine, after consultation with Company counsel, whether the information is material and, if so, disclose the information in the manner prescribed in this Policy.

Disclosure Issues in Capital Raising and M&A Contexts.

Unique risks are posed by disclosure issues connected with (i) financings or capital raising transactions (private or public) and mergers, acquisitions, divestitures or business combinations. The individuals responsible for such transactions shall coordinate with the Spokesperson to ensure compliance with Regulation FD and other legal requirements.

Handling Inquiries.

Inquiries from institutional and retail investors, securities and industry analysts and members of the media, as well as inquiries other than in the ordinary course of business, received by employees from any outsider must be forwarded immediately to a Spokesperson. Such Spokesperson may, upon consulting with the other Spokespersons, designate an appropriate person to respond with respect to specific areas of interest.

Any employees with questions about these matters should contact the Company’s Chief Financial Officer.

Adopted Effective May 7, 2024

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