Page 3 of 4 – SEC Filing
Explanatory Note
This Schedule 13D Amendment No. 1 (the “Amendment”)
amends the Schedule 13D filed by 12 West Capital Management LP (the “Reporting Person”) with the Securities
and Exchange Commission (the “SEC”) on June 23, 2016 (the “Schedule 13D”). Except as specifically
provided herein, this Amendment does not modify any of the information previously reported in the Schedule 13D. Capitalized terms
used herein shall have the meanings ascribed to them in the Schedule 13D.
Item 1. Security
and Issuer
Item 1 of the Schedule
13D is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
The class of equity
securities to which this Schedule 13D Amendment No. 1 relates is the common stock, $0.001 par value per share (the
“Shares”), of Research Solutions, Inc., a Nevada corporation (the “Issuer”). The
principal executive offices of the Issuer are located at 15821 Venture Blvd., Suite 165, Encino, California.
Item 5. Interest in Securities
of the Issuer.
Item 5 of the Schedule 13D
is hereby amended by deleting it in its entirety and substituting the following in lieu thereof:
Based on information
disclosed in the Issuer’s Periodic Report on Form 8-K filed with the Securities and Exchange Commission on November 22,
2017 there were 24,134,992 Shares deemed issued and outstanding as of November 22, 2017. As of the date of filing of this
Schedule 13D Amendment No. 1 (the “Filing Date”), 12 West Onshore Fund holds 4,455,339 Shares (including
880,500 Shares issuable upon exercise of the Onshore Fund Warrant) and 12 West Offshore Fund holds 3,135,661 Shares
(including 619,500 Shares issuable upon exercise of the Offshore Fund Warrant). The Reporting Person, in its capacity as the
investment manager of each of the Funds, has the sole power to vote and the sole power to direct the disposition of all
securities of the Issuer held by the Funds. Accordingly, as of the Filing Date, for purposes of Reg. Section 240.13d-3, the
Reporting Person may be deemed to beneficially own 7,591,000 Shares, or 29.6% of the Shares deemed issued and outstanding as
of the Filing Date. This report shall not be deemed an admission that the Reporting Person, each Fund or any other person is
the beneficial owner of the securities reported herein for purposes of Section 13 of the Securities Act of 1933, as amended
(the “Securities Act”), or for any other purpose.
The following table details the transactions by the Reporting Person, on behalf of the Funds, in Shares or
securities exchangeable for Shares during the period commencing sixty (60) days prior to November 7, 2017 (the “Effective
Date”), and from the Effective Date through the Filing Date:
| Date | Price | Type of Transaction | Number of Shares | ||
| 11/7/17 | $1.19 | Open Market Sale | 600,000 | ||
| 11/27/17 | $1.19 | Open Market Sale | 130,000 |
Except as set forth
in this Schedule 13D Amendment No. 1, none of the persons identified in Item 2 of the Schedule 13D has engaged in
any transaction in Shares, or securities exchangeable for Shares, during the period commencing sixty (60) days prior to
the Effective Date, and from the Effective Date through the Filing Date.
Other than the persons
identified the Item 2 of the Schedule 13D, no other person has the right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, the securities of the Issuer referred to in this Item 5.
