DEF 14A of Research Solutions, Inc., Sep 24, 2025

DEF 14A of Research Solutions, Inc.

Filed Sep 24, 2025 · FY20250001104659-25-092928

Open on EDGAR

  1. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS Proposal No. 1 is the election of six directors to hold office until the 2026 Annual Meeting or until their respective successors have been duly elected and qualified. Our Amended and Restated Bylaws provide that the number of the directors of our Company shall be not less than one nor more than nine, as fixed from time-to-time by resolution of our board of directors. On February 8, 2022, our board of directors fixed the number of directors at six effective as of February 8, 2022. Unless otherwise instructed, the proxy holders will vote the proxies received by them for the nominees named below. If any nominee is unwilling to serve as a director at the time of the Annual Meeting, the proxies will be voted for such other nominee(s) as shall be designated by the then current board of directors to fill any vacancy. We have no reason to believe that any nominee will be unable or unwilling to serve if elected as a director. Our board of directors proposes the election of the following nominees as directors: Barbara J. Cooperman Kenneth L. Gayron General Merrill McPeak Jeremy Murphy Roy W. Olivier John J. Regazzi If elected, the foregoing six nominees are expected to serve until the 2026 annual meeting of stockholders.

  2. Required Vote

    Required Vote Directors are elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. You may vote either FOR all the nominees, FOR any one of the nominees, WITHHOLD your vote from all the nominees or WITHHOLD your vote from any one of the nominees. Votes that are withheld will not be included in the vote tally for the election of directors. If your shares are held in “street name” by a broker, bank or other nominee, your broker, bank or other nominee does not have authority to vote your unvoted shares held by the firm for the election of directors. As a result, any shares not voted by you will be treated as a broker non-vote. Such broker non-votes will have no effect on the results of this vote. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU VOTE “FOR” THE ELECTION OF THE NOMINEES LISTED ABOVE. The principal occupation and certain other information about the nominees and certain executive officers are set forth on the following pages.

  3. CURRENT DIRECTORS/DIRECTOR NOMINEES

    CURRENT DIRECTORS/DIRECTOR NOMINEES The following table sets forth the name, age, position and date of appointment of each of our directors and each person nominated to become a director, as applicable, as of September 22, 2025.

  4. CURRENT DIRECTORS/DIRECTOR NOMINEES

    | Name | Age | Position | Date of Appointment | | Barbara J. Cooperman (1) | 70 | Director | February 8, 2022 | | Gen. Merrill McPeak (2) | 89 | Director | November 5, 2010 | | Roy W. Olivier | 66 | President and Chief Executive Officer, and Chairman of the Board | March 29, 2021 | | John J. Regazzi (3) | 77 | Lead Independent Director | June 22, 2015 | | Jeremy Murphy (4) | 42 | Director | November 14, 2023 | | Kenneth L. Gayron (5) | 55 | Director | December 4, 2023 |

  5. CURRENT DIRECTORS/DIRECTOR NOMINEES

    | (1) Chair of the Compensation Committee and member of the Nominating and Governance Committee. | | (2) Member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. | | (3) Lead Independent Director and member of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. | | (4) Chair of the Nominating and Governance Committee and member of the Audit Committee. | | (5) Chair of the Audit Committee and member of the Compensation Committee. |

  6. FURTHER INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    FURTHER INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE Meetings. Our board of directors held six meetings during the fiscal year ended June 30, 2025. Each director then serving attended 75% or more of the aggregate of all of the meetings of our board of directors and all of the meetings held by all committees of our board of directors on which such director served in the fiscal year ended June 30, 2025. While directors periodically attend annual stockholder meetings, we have not established a specific policy with respect to members of our board of directors attending annual stockholder meetings. Each of our directors attended our Annual Meeting of Stockholders, held on November 12, 2024. Committees. Our board of directors currently has the following standing committees: Audit Committee, Compensation Committee and Nominating and Governance Committee. Our Audit Committee held four meetings, our Compensation Committee held six meetings and our Nominating and Governance Committee held three meetings during the fiscal year ended June 30, 2025. Our Audit Committee currently consists of Messrs. Gayron (Chair), Regazzi, Murphy and Gen. McPeak. Our board of directors has determined that Mr. Gayron is an audit committee financial expert, as defined in Item 407(d)(5) of Regulation S-K, and that each member of our Audit Committee is able to read and understand fundamental financial statements and has substantial business experience that results in such member’s financial sophistication. Accordingly, our board of directors believes that each member of our Audit Committee has sufficient knowledge and experience necessary to fulfill such member’s duties and obligations on our Audit Committee. The primary purposes of our Audit Committee are to assist our board of directors in fulfilling its responsibility to oversee the accounting and financial reporting processes of our Company and audits of our financial statements, including (i) reviewing the scope of the audit and all non-audit services to be performed by our independent accountant and the fees incurred by us in connection therewith, (ii) reviewing the results of such audit, including the independent accountant’s opinion and letter of comment to management and management’s response thereto, (iii) reviewing with our independent accountants our internal accounting principles, policies and practices and financial reporting, (iv) engaging our independent accountants and (v) reviewing our quarterly and annual financial statements prior to public issuance. The role and responsibilities of our Audit Committee are more fully set forth in a revised written Charter adopted by our board of directors on September 18, 2015, which is available on our website located at www.researchsolutions.com. Our Compensation Committee currently consists of Ms. Cooperman (Chair), Gen. McPeak and Messrs. Regazzi and Gayron. The primary purposes of our Compensation Committee are to assist our board of directors in fulfilling its responsibility to determine the compensation of our executive officers and to approve and evaluate the compensation policies and programs of our Company, including (i) reviewing the compensation packages of executive officers and making recommendations to our board of directors for said compensation packages, (ii) reviewing and approving proposed stock incentive grants and (iii) providing our board of directors with recommendations regarding bonus plans, if any. The role and responsibilities of our Compensation Committee are more fully set forth in a revised written Charter adopted by our board of directors on September 18, 2015, which is available on our website located at www.researchsolutions.com. Our Nominating and Governance Committee currently consists of Messrs. Murphy (Chair), Regazzi, Gen. McPeak, and Ms. Cooperman. The primary purposes of our Nominating and Governance Committee are to (i) identify individuals qualified to become members of our board of directors and recommend to our board of directors the nominees for the next annual meeting of our stockholders and candidates to fill vacancies on our board of directors, (ii) recommend to our board of directors the directors to be appointed to committees of our board of directors and (iii) oversee the effectiveness of our corporate governance in accordance with regulatory guidelines and any other guidelines we establish, including evaluations of members of executive management, our board of directors and its committees. The role and responsibilities of our Nominating and Governance Committee are more fully set forth in a revised written Charter adopted by our board of directors on October 15, 2012, which is available on our website located at www.researchsolutions.com. Director Nomination Process. Our Nominating and Governance Committee’s methods for identifying candidates for election to our board of directors (other than those proposed by our stockholders, as discussed below) include the solicitation of ideas for possible candidates from a number of sources - members of our board of directors; our executives; individuals personally known to the members of our board of directors; and other research. Our Nominating and Governance Committee may also, from time-to-time, retain one or more third-party search firms to identify suitable candidates. A stockholder of our Company may nominate one or more persons for election as a director at an annual meeting of stockholders if the stockholder complies with the notice, information and consent provisions contained in our Amended and Restated Bylaws. In addition, the notice must be made in writing and set forth as to each proposed nominee who is not an incumbent director (i) their name, age, business address and, if known, residence address, (ii) their principal occupation or employment, (iii) the number of shares of stock of our Company beneficially owned, (iv) a description of all arrangements or understandings between the stockholder and each nominee and any other person pursuant to which the nominations are to be made and (v) any other information concerning the nominee that must be disclosed respecting nominees in proxy solicitations pursuant to Rule 14(a) of the Exchange Act of 1934, as amended (the “Exchange Act”). The recommendation should be addressed to our Secretary. Among other matters, our Nominating and Governance Committee:

  7. FURTHER INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    | 1. | Reviews the desired experience, mix of skills and other qualities to assure appropriate board of directors composition, taking into account the current members of our board of directors and the specific needs of our Company and our board of directors; | | 2. | Conducts candidate searches, interviews prospective candidates and conducts programs to introduce candidates to our management and operations, and confirms the appropriate level of interest of such candidates; | | 3. | Recommends qualified candidates who bring the background, knowledge, experience, independence, skill sets and expertise that would strengthen and increase the diversity of our board of directors; and | | 4. | Conducts appropriate inquiries into the background and qualifications of potential nominees. |

  8. FURTHER INFORMATION CONCERNING OUR BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

    Although the Nominating and Governance Committee does not have a formal diversity policy and does not follow any ratio or formula with respect to diversity in order to determine the appropriate composition of our board of directors, the Nominating and Governance Committee and the full board of directors are committed to creating a board of directors with diversity, including diversity of expertise, experience, background and gender, and are committed to identifying, recruiting and advancing candidates offering such diversity in future searches. Based on the foregoing, our Nominating and Governance Committee recommended for nomination and our board of directors nominated, Ms. Cooperman, Mr. Gayron, Gen. McPeak, Mr. Murphy, Mr. Olivier and Mr. Regazzi for re-election, as directors on our board of directors, subject to stockholder approval, for a term ending on the date of the 2026 annual meeting of stockholders. Board Leadership Structure and Role in Risk Oversight. Mr. Regazzi serves as our Lead Independent Director and Mr. Olivier serves as our Chief Executive Officer, President and Chairman of the Board. We believe that separating the roles of Lead Independent Director, on the one hand, and Chief Executive Officer, President and Chairman of the Board on the other, enhances our corporate governance practices and better enables management and our board of directors to focus on growth to maximize stockholder value. Our board of directors plays an active role, as a whole and also at the committee level, in overseeing management of our risks and strategic direction. Our board of directors regularly reviews information regarding our liquidity and operations, as well as the risks associated with each. Our Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation plans and arrangements. Our Audit Committee oversees the process by which our senior management and relevant employees assess and manage our exposure to, and management of, financial risks. Our Nominating and Governance Committee also manages risks associated with the independence of members of our board of directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire board of directors is regularly informed about such risks. Policy on Trading, Pledging and Hedging of Company Stock. Effective July 1, 2025, our board of directors adopted an Amended and Restated Insider Trading Policy (the “Insider Trading Policy”) that prohibits all employees, officers and directors from engaging in transactions involving our securities while in possession of material non-public information and restricts directors, officers and other designated insiders from engaging in certain transactions involving our securities during specified periods for which the Company has determined such individuals are most likely to be aware of material, non-public information. The Insider Trading Policy also requires pre-clearance from our Compliance Officer prior to making certain transactions involving our securities. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards, applicable to the Company. As of the date of this proxy statement, none of our executive officers or non-employee directors have previously engaged in any hedging or pledging transaction involving our securities. Shareholder Communications. Holders of our securities can send communications to our board of directors via email to auditcommittee@reprintsdesk.com or by telephoning the Chief Financial Officer at our main telephone number, who will then relay the communications to our board of directors.

  9. Summary Compensation Table

    Summary Compensation Table The following table summarizes all compensation for the last two fiscal years awarded to, earned by, or paid to our Chief Executive Officer (principal executive officer) and our two most highly compensated executive officers other than our CEO who were serving as executive officers at the end of our last completed fiscal year, whose total compensation exceeded $100,000 during such fiscal year ends.

  10. Summary Compensation Table

    | | | | | Stock | All other | | | Name and principle | Fiscal | Salary | Bonus | awards | compensation | Total | | Position | Year | ($) | ($) | ($) | ($) | ($) | | Roy W. Olivier | 2025 | 420,833 | 198,956 | — | 21,200 | 640,989 | | President and Chief Executive Officer, and Chairman of the Board | 2024 | 400,000 | 188,600 | — | 19,215 | 607,815 | | William Nurthen | 2025 | 354,167 | 140,324 | — | 22,773 | 517,264 | | Chief Financial Officer and Secretary | 2024 | 333,333 | 155,875 | 111,200(1) | 19,082 | 619,490 | | Sefton Cohen | 2025 | 225,392 | 173,583 | 777,240(2) | 9,213 | 1,185,428 | | Chief Revenue Officer | 2024 | — | — | — | — | — |

  11. Summary Compensation Table

    | (1) Represents the grant date fair value of 50,000 shares of restricted stock granted on December 6, 2023 under our 2017 Omnibus Incentive Plan (as amended to date, the “2017 Plan”), as restricted stock awards to key management in accordance with our long-term equity bonus plan (the “LTEBP”). The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.25 years. |

  12. Summary Compensation Table

    | (2) Represents the grant date fair value of 340,000 shares of restricted stock granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. The grant date fair value was computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years. |

  13. Outstanding Equity Awards at Fiscal Year End

    Outstanding Equity Awards at Fiscal Year End The following table sets forth information regarding stock options, warrants and other stock awards (restricted stock) for each named executive officer as of June 30, 2025.

  14. Outstanding Equity Awards at Fiscal Year End

    | | Number of | Number of | | | | | | | securities | securities | | | Stock Awards: | Stock Awards: | | | underlying | underlying | Option/ | Option/ | Number of | Market value of | | | unexercised | unexercised | Warrant | Warrant | shares of stock | shares of stock | | | options/warrants | options/warrants | exercise | expiration | that have not | that have not | | Name | exercisable (#) | unexercisable (#) | price ($) | date (1) | vested (#) | vested ($) | | Roy W. Olivier | 50,000 | — | $2.40 | 11/13/2028 | — | — | | | 50,000 | — | $3.13 | 11/12/2029 | — | — | | | 50,000 | — | $2.13 | 11/17/2030 | — | — | | | — | — | — | — | 300,000(1) | 384,000(2) | | William Nurthen | — | — | — | — | 6,250(3) | $16,313(4) | | | — | — | — | — | 180,000(5) | $230,400(6) | | | | | | | 30,000(7) | $61,300(8) | | Sefton Cohen | — | — | — | — | 204,000(9) | $425,000(10) |

  15. Outstanding Equity Awards at Fiscal Year End

    | (1) The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |

  16. Outstanding Equity Awards at Fiscal Year End

    | (2) Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years. |

  17. Outstanding Equity Awards at Fiscal Year End

    | (3) The restricted stock was granted on October 4, 2021 and vest over a four year period, with a one year cliff vesting period. |

  18. Outstanding Equity Awards at Fiscal Year End

    | (4) Based on a market closing price per share of common stock of $2.61 on October 4, 2021. |

  19. Outstanding Equity Awards at Fiscal Year End

    | (5) The restricted stock was granted on October 31, 2022 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |

  20. Outstanding Equity Awards at Fiscal Year End

    | (6) Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 1.43 to 2.59 years. |

  21. Outstanding Equity Awards at Fiscal Year End

    | (7) The restricted stock was granted on December 6, 2023 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |

  22. Outstanding Equity Awards at Fiscal Year End

    | (8) Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.68 to 2.25 years. |

  23. Outstanding Equity Awards at Fiscal Year End

    | (9) The restricted stock was granted on November 12, 2024 under the 2017 Plan, as restricted stock awards to key management in accordance with the LTEBP. |

  24. Outstanding Equity Awards at Fiscal Year End

    | (10) Based on fair value computed using the Monte Carlo simulations on a binomial model with the assistance of a valuation specialist with a derived service period ranging from 0.64 to 2.31 years. |

  25. Pay Versus Performance

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, and Item 402(v) of Regulation S-K, which was adopted by the SEC in 2022, the Company is providing the following information regarding the relationship between “compensation actually paid”, or “CAP”, to our principal executive officer, or PEO, and Non-PEO NEOs and certain financial performance of the Company for the fiscal years listed below.

  26. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(1) (2) | Average Summary Compensation Table Total for Non-PEO NEO(1)(3) | Average Compensation Actually paid to Non-PEO NEOs(1) (4) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return(5) | Net Income (Loss)(6) | | 2025 | $640,989 | $479,382 | $851,346 | $857,640 | $100.35 | $1,265,553 | | 2024 | $607,815 | $326,077 | $490,428 | $353,325 | $93.01 | $(3,786,597) | | 2023 | $1,380,334 | $1,300,501 | $694,511 | $591,466 | $71.33 | $571,623 |

  27. Pay Versus Performance

    | (1) For fiscal years 2025, 2024 and 2023, Roy W. Olivier served as our principal executive officer (PEO). Our non-PEO NEOs for fiscal year 2025 were William Nurthen and Sefton Cohen. Our non-PEO NEOs for fiscal year 2024 were William Nurthen and Scott Ahlberg. Our non-PEO NEOs for fiscal year 2023 were William Nurthen and Peter Derycz. |

  28. Pay Versus Performance

    | (2) The dollar amounts reported represent the amount of “compensation actually paid”, as computed in accordance with SEC rules. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with SEC rules, the following adjustments were made to total compensation to determine the compensation actually paid: |

  29. Pay Versus Performance

    | Year | Reported Summary Compensation Table Total for PEO | Deduction of Reported Value of Equity Awards (a) | Equity Award Adjustments (b) | Compensation Actually Paid to PEO | | 2025 | $640,989 | $0 | $(161,607) | $479,382 | | 2024 | $607,815 | $0 | $(281,738) | $326,077 | | 2023 | $1,380,334 | $(857,000) | $777,167 | $1,300,501 |

  30. Pay Versus Performance

    | (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock awards” and “Option awards” columns in the Summary Compensation Table for the applicable year. |

  31. Pay Versus Performance

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  32. Pay Versus Performance

    | Year | Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Equity Award Adjustments | | 2025 | $0 | $(219,171) | $0 | $57,564 | $(161,607) | | 2024 | $0 | $(291,397) | $0 | $9,659 | $(281,738) | | 2023 | $857,000 | $(79,833) | $0 | $0 | $777,167 |

  33. Pay Versus Performance

    | (3) The dollar amounts reported represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding our CEO) in the “Total” column of the Summary Compensation Table in each applicable year. |

  34. Pay Versus Performance

    | (4) The dollar amounts reported represent the average amount of “compensation actually paid” to the NEOs as a group (excluding our CEO), as computed in accordance with SEC rules. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding our CEO) during the applicable year. In accordance with the SEC rules, the following adjustments were made to average total compensation for the NEOs as a group (excluding our CEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 1: |

  35. Pay Versus Performance

    | Year | Average Reported Summary Compensation Table Total for Non-PEO NEOs | Deduction of Average Reported Value of Equity Awards | Average Equity Award Adjustments (a) | Average Compensation Actually Paid to Non-PEO NEOs | | 2025 | $851,346 | $(388,620) | $394,914 | $857,640 | | 2024 | $490,428 | $(55,600) | $(81,503) | $353,325 | | 2023 | $694,511 | $(268,063) | $165,018 | $591,466 |

  36. Pay Versus Performance

    (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows:

  37. Pay Versus Performance

    | Year | Average Year End Fair Value of Outstanding and Unvested Equity Awards Granted During the Year | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Years | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Total Average Equity Award Adjustments | | 2025 | $212,500 | $(100,577) | $273,020 | $9,971 | $394,914 | | 2024 | $44,480 | $(152,960) | $14,600 | $12,377 | $(81,503) | | 2023 | $268,063 | $(109,227) | $0 | $6,182 | $165,018 |

  38. Pay Versus Performance

    | (5) Cumulative total stockholder return is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period, by the Company’s share price at the beginning of the measurement period. Represents the value on the last trading day of each of 2025, 2024 and 2023 of an investment of $100 in our common stock on the last trading day of 2022. |

  39. Pay Versus Performance

    | (6) The dollar amounts reported represent the amount of net income (loss) reflected in our audited financial statements for the applicable year. |

  40. Analysis of Information Presented in the Pay versus Performance Table

    Analysis of Information Presented in the Pay versus Performance Table The Company’s executive compensation program reflects a variable pay-for-performance philosophy. While the Company utilizes several performance measures to align executive compensation with Company performance, all of those Company measures are not presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with SEC rules) for a particular year. In accordance with SEC rules, the Company is providing the following narrative disclosure regarding the relationships between information presented in the Pay versus Performance table. Compensation Actually Paid and Cumulative Total Stockholder Return During fiscal years 2023, 2024 and 2025, compensation actually paid to our PEO decreased from $1,300,501 in fiscal year 2023 to $326,077 in fiscal year 2024, followed by an increase in fiscal year 2025 to $479,382 for Mr. Olivier, and average compensation actually paid to our named executive officers other than our PEO decreased from $591,466 in fiscal year 2023 to $353,325 in fiscal year 2024, followed by an increase in fiscal year 2025 to $857,640. Over the same period, the value of an investment of $100 in our common stock on the last trading day of 2022 increased by $9.09 to $71.33 during fiscal year 2023, increased by $21.68 to $93.01 during fiscal year 2024, and increased by $7.34 during fiscal year 2025, for a total increase over fiscal year 2023, 2024 and 2025 of $38.11. Compensation Actually Paid and Net Loss/Income During fiscal years 2023, 2024 and 2025, compensation actually paid to our PEO decreased from $1,300,501 in fiscal year 2023 to $326,077 in fiscal year 2024, followed by an increase in fiscal year 2025 to $479,382 for Mr. Olivier, and average compensation actually paid to our named executive officers other than our PEO decreased from $591,466 in fiscal year 2023 to $353,325 in fiscal year 2024, followed by an increase in fiscal year 2025 to $857,640. Over the same period, our net loss decreased by $2,204,007 during fiscal 2023 (from a net loss in fiscal year 2022 of $1,632,384 to a net income in fiscal year 2023 of $571,623), increased by $4,358,220 during fiscal year 2024 (from a net income in fiscal 2023 of $571,623 to a net loss in fiscal 2024 of $3,786,597), and decreased by $5,052,150 during fiscal 2025 (from a net loss in fiscal year 2024 of $3,786,597 to a net income in fiscal year 2025 of $1,265,553).

  41. Director Compensation

    Director Compensation The following table presents information regarding compensation awarded or paid to our directors for our fiscal year ended June 30, 2025 for the services rendered by them to the Company in all capacities.

  42. Director Compensation

    | | Fees | Warrant | | | | earned | and | | | | or paid | Option | | | | in cash | Awards | | | Name | ($) | ($) | Total ($) | | John Regazzi (1) | 46,500 | 84,000 | 130,500 | | Gen. Merrill McPeak (2) | 27,000 | 70,000 | 97,000 | | Barbara J. Cooperman (3) | 27,000 | 70,000 | 97,000 | | Jeremy Murphy (4) | 27,000 | 70,000 | 97,000 | | Kenneth L. Gayron (5) | 27,000 | 70,000 | 97,000 |

  43. Director Compensation

    | (1) Outstanding equity awards as of June 30, 2025 consist of options to purchase 60,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 100,000 shares of common stock at $2.10 per share, 100,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 100,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 150,000 shares of common stock at an exercise price of $1.20, options to purchase 150,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 150,000 shares of common stock at an exercise price of $0.70 per share. |

  44. Director Compensation

    | (2) Outstanding equity awards as of June 30, 2025 consist of options to purchase 50,000 shares of common stock at an exercise price of $2.79 per share, 50,000 shares of common stock at an exercise price of $2.73 per share, 50,000 shares of common stock at an exercise price of $2.15 per share, 50,000 shares of common stock at an exercise price of $2.10 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $3.13 per share, options to purchase 50,000 shares of common stock at an exercise price of $2.40 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.20 per share, options to purchase 75,000 shares of common stock at an exercise price of $1.05 per share and options to purchase 75,000 shares of common stock at an exercise price of $0.70 per share. |

  45. Director Compensation

    | (3) Outstanding equity awards as of June 30, 2025 consist of options to purchase 50,000 shares of common stock at an exercise price of $2.79, 50,000 shares of common stock at an exercise price of $2.73, 50,000 shares of common stock at an exercise price of $2.15 and options to purchase 38,767 shares of common stock at an exercise price of $2.10 per share. |

  46. Director Compensation

    | (4) Outstanding equity awards as of June 30, 2025 consist of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 60,137 shares of common stock at an exercise price of $2.73. |

  47. Director Compensation

    | (5) Outstanding equity awards as of June 30, 2025 consist of options to purchase 50,000 shares of common stock at an exercise price of $2.79 and 47,797 shares of common stock at an exercise price of $2.73. |

  48. Director Compensation

    In fiscal 2025 our non-employee Lead Independent Director received $46,500 and options to purchase 60,000 shares of our common stock for attending meetings and serving on our board of directors. In fiscal 2025, other non-employee directors received $27,000 and options to purchase 50,000 shares of our common stock for attending meetings and serving on our board of directors. We expect to compensate our non-employee directors with a combination of cash and options to purchase our common stock going forward. Compensation payable to non-employee directors may be adjusted from time to time, as approved by our board of directors.

  49. Indemnification of Directors and Executive Officers and Limitation of Liability

    Indemnification of Directors and Executive Officers and Limitation of Liability We are a Nevada Corporation. The Nevada Revised Statutes and certain provisions of our Amended and Restated Bylaws under certain circumstances provide for indemnification of our officers, directors and controlling persons against liabilities which they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but this description is qualified in its entirety by reference to our Amended and Restated Bylaws and to the statutory provisions. In general, any officer, director, employee or agent may be indemnified against expenses, fines, settlements or judgments arising in connection with a legal proceeding to which such person is a party, if that person’s actions were in good faith, were believed to be in our best interest, and were not unlawful. Unless such person is successful upon the merits in such an action, indemnification may be awarded only after a determination by independent decision of our board of directors, by legal counsel, or by a vote of our stockholders, that the applicable standard of conduct was met by the person to be indemnified. The circumstances under which indemnification is granted in connection with an action brought on our behalf are generally the same as those set forth above; however, with respect to such actions, indemnification is granted only with respect to expenses actually incurred in connection with the defense or settlement of the action. In such actions, the person to be indemnified must have acted in good faith and in a manner believed to have been in our best interest, and have not been adjudged liable for negligence or misconduct. Indemnification may also be granted pursuant to the terms of agreements which may be entered in the future or pursuant to a vote of stockholders or directors. The Nevada Revised Statutes also grant us the power to purchase and maintain insurance which protects our officers and directors against any liabilities incurred in connection with their service in such a position, and such a policy may be obtained by us. We have also entered into separate indemnification agreements with our directors and executive officers. A stockholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is no pending litigation or proceeding involving any of our directors, officers or employees regarding which indemnification by us is sought, nor are we aware of any threatened litigation that may result in claims for indemnification. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that, in the opinion of the SEC, this indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.