Item 1.01 Entry Into a Material Definitive Agreement
On April 24, 2023, TSR, Inc. ("TSR" or the "Company") entered into a Settlement
Agreement and Release (the "Settlement Agreement") with certain other parties,
including Fintech Consulting, LLC ("Fintech") and Taj Haslani (collectively with
Fintech, the "Plaintiffs"), and QAR Industries, Inc. ("QAR"), Robert E.
Fitzgerald ("Fitzgerald") and Bradley Tirpak ("Tirpak", and collectively with
QAR, Fitzgerald and the Company, the "Defendants") with respect to all pending
litigation among the parties.
Pending Litigation. On January 22, 2023, Fintech filed a complaint in the United
States District Court for the District of Delaware, captioned Fintech Consulting
LLC, d/b/a Aptask v. TSR, Inc.; Qar Industries, Inc.; Robert E. Fitzgerald; and
Bradley Tirpak Case 1:23-cv-00074-MN, alleging claims against the Defendants
under: (i) Section 10(b) of the Exchange Act of 1934 and Securities and Exchange
Commission Rule 10b-5, and (ii) the common law (the "Action"), in each case in
connection with a Share Purchase Agreement, dated January 31, 2021, by and
between Fintech, as the seller of shares of TSR's common stock, and QAR and
Tirpak, as the purchasers of such shares (the "SPA"). Pursuant to the Settlement
Agreement, the parties have agreed to settle and resolve the claims made in the
Action, and any claims that could have been made in the Action, in order to
avoid the expense and uncertainty of trial. No party admitted any liability by
entering into the Settlement Agreement.
Settlement Payment and Release. Pursuant to the Settlement Agreement, the
Defendants have agreed to make a payment of $75,000 (the "Settlement Amount") to
Fintech within seven days of the date of the execution of the Settlement
Agreement. Upon the payment of the Settlement Amount pursuant to the Settlement
Agreement (i) Plaintiffs forever release and discharge Defendants from any and
all claims or liability of any nature whatsoever; (ii) Defendants forever
release and discharge Plaintiffs from any and all claims or liability of any
nature whatsoever that relate to the Action or the SPA; and (iii) Plaintiffs
will file a Stipulation of Dismissal with Prejudice.
Other Provisions. The Settlement Agreement contains certain other customary
terms.
The foregoing description of the Settlement Agreement is qualified by the full
text of such agreement, which is attached hereto as Exhibit 10.1 and is
incorporated by reference herein.
Information Concerning Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, including, without limitation,
statements as to management's good faith expectations and beliefs, which are
subject to inherent uncertainties which are difficult to predict, and may be
beyond the ability of the Company to control. Forward-looking statements are
made based upon management's expectations and belief concerning future
developments and their potential effect upon the Company. There can be no
assurance that future developments will be in accordance with management's
expectations or that the effect of future developments on the Company will be
those anticipated by management.
The words "believes," "expects," "intends," "plans," "anticipates," "hopes,"
"likely," "will," and similar expressions identify such forward-looking
statements. Such forward-looking statements involve known and unknown risks,
uncertainties and other important factors that could cause the actual results,
performance or achievements of the Company (or entities in which the Company has
interests), or industry results, to differ materially from future results,
performance or achievements expressed or implied by such forward-looking
statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements which reflect management's view only as of the date of this Form 8-K.
The Company undertakes no obligation to publicly release the result of any
revisions to these forward-looking statements which may be made to reflect
events or circumstance after the date hereof or to reflect the occurrence of
unanticipated events, conditions or circumstances. For additional information,
please refer to the Company's filings with the Securities and Exchange
Commission, including its Annual Report on Form 10-K for the fiscal year ended
May 31, 2022 and the Quarterly Report on Form 10-Q for the period ended February
28, 2023.
[Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Settlement Agreement and Release, dated April 24, 2023, by and among
TSR, Inc., QAR Industries, Inc., Robert Fitzgerald, Bradley Tirpak,
Fintech Consulting, LLC and Taj Haslani
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