UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Research Solutions, Inc
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
761025105
(CUSIP Number)
Merihan Tynan
Cove Street Capital, LLC
525 South Douglas Street, Suite 225 El Segundo, CA 90245
(424) 221-5897
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 13, 2024
(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.
* Due
to a client termination, we are filing this Amendment No.3 dated May 13th to reflect change in beneficial ownership. The position
was longed out by the client, Cove street capital did not carry out a sell transaction. This Amendment No.3 amends and supplements
Amendment No. 2 dated April 29 2024, reflects more of a 1% change in beneficial ownership due to increase in Outstanding shares,
which amends and supplements Amendment No.1 dated September 18 2023, reflects more of a 1% change in beneficial ownership, which
amends and supplements original 13D filing dated August 15, 2023.
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).
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CUSIP No. 761025105
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13D |
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Page 1 of 5 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Cove Street Capital, LLC
27-5376591 |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ¨
(b) ¨ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) OO |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER 0 |
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8. |
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SHARED VOTING POWER 1,848,355 |
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9. |
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SOLE DISPOSITIVE POWER 0 |
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10. |
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SHARED DISPOSITIVE POWER 2,798,268 (1) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,798,268 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.58% (2) |
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14. |
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TYPE OF REPORTING PERSON (see instructions)
IA |
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(1) Percentage calculated based on 32,620,507 shares of Common Stock, par value $0.01 per share outstanding as of February 5th, 2024 as reported
in the Form 10-Q for the fiscal year ended December 31st, 2023 of Research Solutions, Inc. filed 2024-02-12. (2) 14,370 Shares owned by
Jeffrey Bronchick are in an SMA managed by Cove Street Captial LLC. 19,370 are owned by Jeffrey Bronchick related account personally not
managed by CSC. (3) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove
Street Capital LL. |
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CUSIP No. 761025105
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13D |
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Page 2 of 5 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Jeffrey Bronchick |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ¨
(b) ¨ |
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3. |
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SEC USE ONLY |
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4. |
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SOURCE OF FUNDS (see instructions) PF |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION United States of America |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER 33,740 |
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8. |
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SHARED VOTING POWER 1,814,615 |
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9. |
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SOLE DISPOSITIVE POWER 33,740 (2) |
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10. |
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SHARED DISPOSITIVE POWER 2,764,528 (1) |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,817,638 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.64% (2)
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14. |
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TYPE OF REPORTING PERSON (see instructions)
IN |
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(1) Percentage calculated based on 32,620,507 shares of Common Stock, par value $0.01 per share outstanding as of
February 5th, 2024 as reported in the Form 10-Q for the fiscal year ended December 31st, 2023 of Research Solutions, Inc. filed
2024-02-12. (2) out of the 33,740; 14,370 Shares owned by Jeffrey Bronchick are in an SMA managed by Cove Street Captial LLC. 19,370
are owned by Jeffrey Bronchick related account personally not managed by CSC. (3) CSC Partners Fund, LP a Delaware limited
partnership operated as a private investment partnership managed by Cove Street Capital LLC. |
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CUSIP No. 761025105
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13D |
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Page 2 of 5 Pages |
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1. |
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NAMES OF REPORTING PERSONS I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
CSC Partners Fund, LP 1867646 |
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2. |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see instructions) (a) ¨
(b) ¨ |
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3. |
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SEC USE ONLY OO |
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4. |
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SOURCE OF FUNDS (see instructions) |
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5. |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
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6. |
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CITIZENSHIP OR PLACE OF ORGANIZATION Delaware |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING
PERSON WITH |
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7. |
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SOLE VOTING POWER 821,496 |
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8. |
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SHARED VOTING POWER 0 |
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9. |
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SOLE DISPOSITIVE POWER 821,496 |
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10. |
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SHARED DISPOSITIVE POWER 0 |
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11. |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
821,496 |
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12. |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) ¨
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13. |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.52% (3)
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14. |
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TYPE OF REPORTING PERSON (see instructions)
PN |
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(3) CSC Partners Fund, LP a Delaware limited partnership operated as a private investment partnership managed by Cove
Street Capital LLC. |
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CUSIP No. 761025105 |
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13D |
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Page 3 of 5 Pages |
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Item 1. Security and Issuer.
This
statement relates to the Common stock, $0.001 par value (the "Shares"), of Research Solutions, Inc, a Nevada corporation (the
"Issuer" or "RSSS"). The principal executive offices of the Issuer are located at 10624 S. EASTERN AVE, SUITE A-614, HENDERSON, NV, 89052.
Item
2. Identity and Background.
a)
This statement is filed by:
(i)
Cove Street Capital, LLC,
a Delaware limited liability company (“CSC”), with respect to the Shares beneficially owned by it; and
(ii)
Jeffrey Bronchick, as a member of CSC.
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 Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting
Persons are hereby filing a joint Schedule 13D.
b)
The address of the
principal office of each of the Reporting Persons is 525 South Douglas Street, Suite 225, El Segundo,
CA 90245
c)
The principal business of CSC is providing investment advisory and investment management services. Mr. Bronchick serves as a member
of CSC.
d)
No Reporting Person has, during
the last five years, been
convicted in
a criminal proceeding
(excluding traffic
violations or similar
misdemeanors).
e)
No Reporting Person has, during
the last five years,
been a 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 (1)
enjoining
future violations
of, or prohibiting
or mandating
activities subject to, federal or state securities
laws, or (2) finding
any violation
with respect to such laws.
f)
CSC is organized under the laws of the state of Delaware. Mr. Bronchick is a citizen of the United States of America.
Item
3. Source or Amount of Funds or Other Consideration.
The
Shares held by CSC were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms
in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase price of the 2,798,268 Shares beneficially owned by CSC is approximately
$2,250,845 including brokerage commissions.
Item 4. Purpose of Transaction.
This
13D filing is to reflect the change of 1% in ownership.
The
Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued
and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available
to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares
on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
The
Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without
limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities
markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their
investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board
of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting
Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses,
making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including
board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions
for improving the Issuer’s financial and/or operational performance.
Item 5. Interest
in Securities of the Issuer.
The
aggregate percentages calculated based on 32,620,507 shares of Common Stock, par value $0.01 per share outstanding as of February 5th, 2024 as reported
in the Form 10-Q for the fiscal year ended December 31st, 2023 of Research Solutions, Inc. filed 2024-02-12.
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of May 13, 2024, CSC beneficially owned 2,798,268 Shares. |
Percentage:
Approximately 8.58%
| (b) | 1.
Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,848,355
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition:
2,798,268 |
| (c) | The transactions in
the Shares by CSC since the last filing are set forth in Schedule A and are
incorporated herein by reference. |
| (a) | As of May 13, 2024, Mr.
Bronchick beneficially owns any RSSS Common Stock, however as a member of CSC, Mr. Bronchick may be deemed the beneficial owner of
the 2,817,638 Shares owned by CSC. |
Percentage:
Approximately 8.64%
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Sole power to vote or direct vote: 33,740
2. Shared power to vote or direct vote: 1,814,615
3. Sole power to dispose or direct the disposition: 33,740
4. Shared power to dispose or direct the disposition: 2,817,638. |
| (c) | Outside of the account
under the Management of Cove Street Capital, Mr. Bronchick, in a related account owns 19,370 shares. |
| (d) | CSC Partners Fund, LP a
Delaware limited partnership operated as a private investment partnership managed by Cove Street Capital LLC owns 821,496. |
The
filing of this Schedule 13D shall not be construed as 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 of the securities reported herein. Each of the
Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that are not directly owned by
such Reporting Person, except to the extent of their pecuniary interest therein.
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person other than the Reporting Persons is known to have the right to receive, or the
power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. |
Item 6. Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Except
as otherwise described in the original Schedule 13D, there are no contracts, arrangements, understandings, or relationships
(legal or otherwise) among CSC, or between any third party, with respect to any securities of the Issuer.
Item 7. Material
to Be Filed as Exhibits.
N/A
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CUSIP No. 761025105 |
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13D |
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Page 4 of 5 Pages |
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Dated:
May 13th, 2024
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Cove Street Capital LLC |
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/s/
Merihan Tynan
Name:
Merihan Tynan |
Title: Chief Compliance Officer; Principal |
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/s/ Jeffrey Bronchick
Jeffrey Bronchick |
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CUSIP No. 761025105 |
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13D |
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Page 5 of 5 Pages |
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SCHEDULE
A
Transactions
in the Shares since last filing of May 13th 2024
COVE
STREET CAPITAL, LLC
Nature of the Transaction Securities |
Purchased/(Sold) |
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Common
Stock |
Client
termination. The client longed out position of 635,614 |
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Grafico Azioni Research Solutions (NASDAQ:RSSS)
Storico
Da Dic 2024 a Gen 2025
Grafico Azioni Research Solutions (NASDAQ:RSSS)
Storico
Da Gen 2024 a Gen 2025