0000921895-23-001764.txt : 20230731 0000921895-23-001764.hdr.sgml : 20230731 20230731170837 ACCESSION NUMBER: 0000921895-23-001764 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20230731 DATE AS OF CHANGE: 20230731 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Research Solutions, Inc. CENTRAL INDEX KEY: 0001386301 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-85308 FILM NUMBER: 231128325 BUSINESS ADDRESS: STREET 1: 10624 S. EASTERN AVE STREET 2: SUITE A-614 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 310 477 0354 MAIL ADDRESS: STREET 1: 10624 S. EASTERN AVE STREET 2: SUITE A-614 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: Derycz Scientific Inc DATE OF NAME CHANGE: 20070112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Derycz Peter CENTRAL INDEX KEY: 0001351848 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 207 10TH STREET CITY: SANTA MONICA STATE: CA ZIP: 90402 SC 13D/A 1 sc13da512438004_07312023.htm AMENDMENT NO. 5 TO THE SCHEDULE 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)1

Research Solutions, Inc.

(Name of Issuer)

Common stock, $0.001 par value per share

(Title of Class of Securities)

761025105

(CUSIP Number)

Peter Derycz

c/o Research Solutions, Inc.

10624 S. Eastern Ave., Ste. A-614

Henderson, NV 89052

(310) 477-0354

Amy Wang, Esq.

Bristol Capital Advisors, LLC

555 Marin Street, Suite 140

Thousand Oaks, CA 91360

(310) 331-8480

 

KENNETH MANTEL, ESQ.

THOMAS FLEMING, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

July 27, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. 761025105

  1   NAME OF REPORTING PERSON  
         
        Peter Derycz  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        United States  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,329,822  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,329,822  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,329,822  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        11.3%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

2

CUSIP No. 761025105

  1   NAME OF REPORTING PERSON  
         
        Bristol Investment Fund, Ltd.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Cayman Islands  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,582,108  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,582,108  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,582,108  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.8%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 761025105

 

  1   NAME OF REPORTING PERSON  
         
        Bristol Capital Advisors, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        Delaware  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,582,108  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,582,108  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,582,108  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.8%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 761025105

 

  1   NAME OF REPORTING PERSON  
         
        Paul Kessler  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        PF, AF  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,592,108  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         0  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,592,108  
    10   SHARED DISPOSITIVE POWER  
           
          0  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,592,108  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        8.8%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

5

CUSIP No. 761025105

 

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 2.Identity and Background.

Item 2 is hereby amended and restated to read as follows:

(a)This statement is filed by:

 

(i)Peter Derycz, Executive Chairman of the Company, with respect to the Shares directly owned by him;

 

(ii)Bristol Investment Fund, Ltd., a Cayman Islands exempted company (“Bristol Fund”), with respect to the Shares directly owned by it;

 

(iii)Bristol Capital Advisors, LLC, a Delaware limited liability company (“Bristol Advisors”), as the investment advisor of Bristol Fund; and

 

(iv)Paul Kessler (together with Bristol Fund and Bristol Advisors, “Bristol”), with respect to the Shares directly owned by him and as manager and Chief Executive Officer of Bristol Advisors.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Group Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

Set forth on Schedule A to the Schedule 13D (“Schedule A”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Bristol Fund. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed on Schedule A beneficially owns any securities of the Company or is a party to any contract, agreement or understanding required to be disclosed herein.

(b)       The principal business address of Mr. Derycz is c/o Research Solutions, Inc., 10624 S. Eastern Ave., Ste. A-614, Henderson, Nevada 89052. The principal business address of Bristol Fund is Citco Trustees (Cayman) Limited, 89 Nexus Way, Camana Bay, Grand Cayman KY1-1205, Cayman Islands. The principal business address of Bristol Advisors and Mr. Kessler is 555 Marin Street, Suite 140, Thousand Oaks, California 91360. The principal business address of the persons listed on Schedule A is set forth therein.

(c)       The principal occupation of Mr. Derycz is serving as Executive Chairman of the Company. The principal business of Bristol Fund is investing in securities. The principal business of Bristol Advisors is serving as the investment advisor of Bristol Fund. The principal occupation of Mr. Kessler is serving as manager and Chief Executive Officer of Bristol Advisors. The principal occupation of the persons listed on Schedule A is set forth therein.

(d)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)       No Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

6

CUSIP No. 761025105

(f)       Messrs. Derycz and Kessler are citizens of the United States of America. Bristol Fund is incorporated under the laws of the Cayman Islands. Bristol Advisors is incorporated under the laws of the State of Delaware. The citizenship of the persons listed on Schedule A is set forth therein.

Item 3.Source and Amount of Funds or Other Consideration.

Item 3 is hereby supplemented and amended to add the following:

The Shares beneficially owned by Mr. Derycz were acquired in connection with his service to the Company and with personal funds in private transactions with the Company and in open market purchases. The aggregate purchase price of the 44,000 shares purchased by Mr. Derycz is approximately $40,908, excluding brokerage commissions.

The Shares purchased by Bristol Fund were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business). The aggregate purchase price for the 2,582,108 Shares reported owned herein by Bristol Fund is approximately $1,169,006.

The Shares purchased by Mr. Kessler, which are held in an IRA account of which Mr. Kessler is the beneficiary, were purchased with personal funds. The aggregate purchase price for the 10,000 Shares reported owned herein by Mr. Kessler is approximately $4,100.

Item 4.Purpose of the Transaction.

Item 4 is hereby amended to add the following:

On July 27, 2023, the Reporting Persons entered into the Group Agreement (the “Group Agreement”), as more fully described in Item 6 and which is attached hereto as Exhibit 99.1 and incorporated herein by reference, for the purposes of working together to enhance shareholder value at the Company. The Reporting Persons intend to take certain actions to enhance shareholder value at the Company, including engaging in communications with the Company’s Board of Directors (the “Board”) and potentially nominating a slate of director candidates for election to the Board at the Company’s 2023 annual meeting of shareholders.

Item 5.Interest in Securities of the Issuer.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 29,500,764 Shares outstanding, which is the total number of Shares outstanding as of May 5, 2023, as reported in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2023.

A.       Mr. Derycz

(a)As of the close of business on July 31, 2023, Mr. Derycz beneficially owned directly 3,329,822 Shares.

Percentage: Approximately 11.3%

7

CUSIP No. 761025105

(b)1. Sole power to vote or direct vote: 3,329,822
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,329,822
4. Shared power to dispose or direct the disposition: 0

 

(c)The transaction in the securities of the Company by Mr. Derycz during the past sixty days is set forth in Schedule B and is incorporated herein by reference.
B.Bristol Fund
(a)As of the close of business on July 31, 2023, Bristol Fund beneficially owned 2,582,108 Shares.

Percentage: Approximately 8.8%

(b)1. Sole power to vote or direct vote: 2,582,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,582,108
4. Shared power to dispose or direct the disposition: 0

 

(c)Bristol Fund has not entered into any transactions in the securities of the Company during the past sixty days.
C.Bristol Advisors
(a)Bristol Advisors, as the investment advisor of Bristol Fund with the power to vote and dispose of the Shares owned by Bristol Fund, may be deemed the beneficial owner of the 2,582,108 Shares beneficially owned by Bristol Fund.

Percentage: Approximately 8.8%

(b)1. Sole power to vote or direct vote: 2,582,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,582,108
4. Shared power to dispose or direct the disposition: 0

 

(c)Bristol Advisors has not entered into any transactions in the securities of the Company during the past sixty days.
D.Mr. Kessler
(a)As of the close of business on July 31, 2023, Mr. Kessler (i) beneficially owned directly 10,000 Shares held in an IRA account of which he is the beneficiary and (ii) as manager and Chief Executive Officer of Bristol Advisors with the power to vote and dispose of the Shares owned by Bristol Fund due to his relationship with Bristol Advisors, may be deemed the beneficial owner of the 2,582,108 Shares owned by Bristol Fund.

Percentage: Approximately 8.8%

8

CUSIP No. 761025105

(b)1. Sole power to vote or direct vote: 2,592,108
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,592,108
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Kessler has not entered into any transactions in the securities of the Company during the past sixty days.

Each of the Reporting Persons may be deemed to be a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Exchange Act, and such group may be deemed to beneficially own the 5,921,930 Shares owned in the aggregate by all of the Reporting Persons, constituting approximately 20.1% of the outstanding Shares. The filing of this Amendment No. 5 to the Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Company that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 is hereby amended to add the following:

On July 27, 2023, the Reporting Persons entered into the Group Agreement in which, among other things, the members of the group (the “Group”) agreed (a) to the extent required by applicable law, to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Company, (b) not to transact in securities of the Company without the prior written consent of the parties to the Group Agreement, subject to certain exceptions, (c) that any SEC filing, press release, public shareholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities shall be mutually agreeable to the members of the Group, and (d) that Mr. Derycz and Bristol Fund agree to jointly pay all out-of-pocket costs and expenses incurred in connection with the Group’s activities based on Mr. Derycz’s and Bristol’s pro rata share of the Group’s aggregate ownership of Shares, which shall be advanced by Bristol Fund and repaid by Mr. Derycz pursuant to the terms of the Group Agreement.

On December 2, 2021, February 8, 2022, May 10, 2022, and August 19, 2022, the Company awarded 7,078, 7,381, 8,289 and 34,639 Shares, respectively, to Mr. Derycz under the Company’s 2017 Omnibus Incentive Plan, as amended. On February 10, 2023, the Company awarded 32,000 options to Mr. Derycz to purchase 32,000 Shares. On September 20, 2021, December 20, 2021, March 20, 2022, June 17, 2022, September 20, 2022, December 20, 2022, March 20, 2023 and June 20, 2023, Mr. Derycz sold 5,635, 2,956, 3,044, 3,400, 4,730, 3,261, 3,609 and 2,959 Shares, respectively, to the Company to cover taxes on vested restricted stock. On February 10, 2023, Mr. Derycz sold 17,468 Shares to pay the exercise price of options issued to him by the Company. On January 24, 2022, April 25, 2022, January 3, 2023 and January 10, 2023, Mr. Derycz gifted 21,000, 24,000, 7,500 and 34,000 Shares, respectively, to various parties.

Item 7.Material to be Filed as Exhibits.

Item 7 is hereby amended to add the following exhibits:

99.1Group Agreement, dated July 27, 2023.

9

CUSIP No. 761025105

 

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: July 31, 2023

 

 

 

/s/ Peter Derycz

  PETER DERYCZ

 

 

  BRISTOL INVESTMENT FUND, LTD.
   
   
  By:

/s/ Paul Kessler

    Name: Paul Kessler
    Title: Director

 

 

  BRISTOL CAPITAL ADVISORS, LLC
   
   
  By:

/s/ Paul Kessler

    Name: Paul Kessler
    Title: Manager and Chief Executive Officer

 

 

 

/s/ Paul Kessler

  PAUL KESSLER

 

10

CUSIP No. 761025105

 

SCHEDULE A

Directors and Officers of Bristol Investment Fund, Ltd.

Name and Position Principal Occupation Principal Business Address Citizenship
       

Paul Kessler*

Director

 

     

Michael Breen

Director

Executive Chairman and Interim Chief Executive Officer of GT Biopharma, Inc. c/o 8000 GT Biopharma, Inc., Marina Blvd, Suite 100, Brisbane, CA 94005 United Kingdom
       

Richard McKilligan

Director

Chief Financial Officer and Counsel of Malachite Innovations, Inc. c/o Malachite Innovations, Inc., 200 Park Avenue, Suite 400, Cleveland, OH 44122 United States of America

 

 

* Mr. Kessler is a Reporting Person and, as such, the information with respect to Mr. Kessler called for by the Schedule 13D is set forth therein.

 

 

CUSIP No. 761025105

SCHEDULE B

TRANSACTIONS IN SECURITIES OF THE COMPANY
DURING THE PAST SIXTY DAYS

Nature of the Transaction

Securities

Purchased/(Sold)

Price ($)

Date of

Purchase / Sale

 

PETER DERYCZ

Disposition of Common Stock (2,959) 2.2400 06/20/2023

 

 

Represents a sale of common stock to the Company to cover taxes on vested restricted stock, as approved by the Compensation Committee of the Company’s Board of Directors.

 

EX-99.1 2 ex991to13da512438004_073123.htm GROUP AGREEMENT

Exhibit 99.1

 

GROUP AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Research Solutions, Inc., a Nevada corporation (the “Company”);

WHEREAS, certain of the undersigned have filed statements on Schedule 13D with the U.S. Securities and Exchange Commission (the “SEC”) with respect to securities of the Company;

WHEREAS, Peter Derycz (“Derycz”), and Bristol Investment Fund, Ltd., a Cayman Islands exempted company (“Bristol Fund”), Bristol Capital Advisors, LLC, a Delaware limited liability company, and Paul Kessler (collectively, “Bristol”) wish to form a group for the purposes of working together to enhance shareholder value at the Company and taking all actions necessary to achieve the foregoing.

NOW, IT IS AGREED, this 27th day of July 2023 by the parties hereto:

1.       In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, if applicable. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

2.       For so long as this Agreement is in effect, no party to this Agreement shall (i) purchase or acquire any beneficial ownership over, or (ii) sell or dispose of any beneficial ownership over, any securities of the Company without the prior consent of each of Derycz and Bristol, and each party hereto agrees that he/it shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without receiving such prior written consent. For purposes of this Agreement, the term “beneficial ownership” shall have the meaning of such term set forth in Rule 13d-3 under the Exchange Act. Notwithstanding the foregoing, no party hereto is required to receive prior written consent for the acquisition of any security that such party receives in connection with their employment at or service to the Company.

3.       Each of the undersigned agrees to form the Group for the purpose of working together to enhance shareholder value at the Company, including taking such actions necessary or advisable to achieve the foregoing.

4.       Each of Derycz and Bristol Fund agree to jointly pay all out-of-pocket costs and expenses incurred in connection with the Group’s activities set forth in Section 3 beginning with the activities of Derycz and Bristol directly relating to their initial formation of the Group, including the preparation of this Agreement and any future SEC filings, based on Derycz’s and Bristol’s pro rata share of the Group’s aggregate ownership of the Company’s common stock, $0.001 par value per share (“Common Stock”), which shall be advanced by Bristol Fund. Derycz shall repay Bristol Fund for his share of all such out-of-pocket costs and expenses in cash or shares of Common Stock, or a combination thereof, at Derycz’s discretion, no later than the earlier of (i) 30 days after the conclusion of the Group’s activities set forth in Section 3 or (ii) December 31, 2023, or as otherwise agreed to by the parties. Any such repayment in Common Stock will be based on a trailing five day volume weighted average price of the Common Stock. Any reimbursement from the Company regarding the costs and expenses paid pursuant to this Section 4 shall be allocated to Derycz and Bristol in proportion to the costs and expenses paid pursuant to this Section 4.

 

 

 

5.       Each of the undersigned agrees that any SEC filing, press release, public shareholder communication or Company communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 3 shall be mutually agreeable among Derycz and Bristol. Such parties hereby agree to work in good faith to resolve any disagreement that may arise between or among any of the members of the Group concerning decisions to be made, actions to be taken or statements to be made in connection with the Group’s activities.

6.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with this Agreement and all applicable securities laws.

7.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

8.       This Agreement is governed by and will be construed in accordance with the laws of the State of New York. Any legal action or proceeding arising out of the provisions of this Agreement or the parties’ investment in the Company shall be brought and determined in the United States District Court for the Southern District of New York located in the Borough of Manhattan or the courts of the State of New York located in the County of New York.

9.       The parties’ rights and obligations under this Agreement (other than the rights and obligations set forth in Section 4 and Section 8 which shall survive any termination of this Agreement) shall terminate immediately after the conclusion of the Group’s activities set forth in Section 3 or as otherwise agreed to by the parties. Notwithstanding the foregoing, any party hereto may terminate his/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by email to Kenneth Mantel at Olshan Frome Wolosky LLP (“Olshan”), email: kmantel@olshanlaw.com. For the avoidance of doubt, to the extent Bristol terminates its obligations under this agreement prior to the conclusion of the activities set forth in Section 3, Bristol Fund shall no longer be obligated to pay, in advance or otherwise, any out-of-pocket costs or expenses incurred in connection with the Group’s activities set forth in Section 3 following such termination.

 

 

10.       Each party acknowledges that Olshan shall act as counsel for both the Group and Derycz and Bristol relating to their investment in the Company.

11.       The terms and provisions of this Agreement may not be modified, waived or amended without the written consent of each of the parties hereto.

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to any Schedule 13D required to be filed under applicable law pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

 

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed as of the day and year first above written.

   
   
 

/s/ Peter Derycz

  Peter Derycz
   

 

 

  Bristol Investment Fund, Ltd.
   
     
  By:

/s/ Paul Kessler

    Name: Paul Kessler
    Title: Director

 

 

  Bristol Capital Advisors, LLC
   
   
  By:

/s/ Paul Kessler

    Name: Paul Kessler
    Title: Chief Executive Officer

 

 

   
   
 

/s/ Paul Kessler

  Paul Kessler