Item 8.01 Other Information
As previously disclosed,
on August 30, 2019, TSR, Inc. (“TSR” or the “Company”), entered into a settlement and release agreement
(the “Settlement Agreement”) and share repurchase agreement (the “Repurchase Agreement”) with certain investor
parties, including Zeff Capital, L.P., Zeff Holding Company, LLC and Daniel Zeff, QAR Industries, Inc. and Robert Fitzgerald, and
Fintech Consulting, LLC and Tajuddin Haslani (collectively, the “Investor Parties”), with respect to the previous proxy
contest and all disputes and pending litigation between the Company and the Investor Parties.
As more fully described
in the Company Definitive Proxy Statement, filed on October 1, 2019, pursuant to the terms of the Settlement Agreement, the Company
agreed to solicit proxies for two alternative slates of two (2) Class I directors for election at the 2018 Annual Meeting, scheduled
for October 22, 2019. One slate consisted of two directors nominated by the Company, Ira Cohen and Raymond Roel (the “TSR
Slate”), and one slate consisted of nominees selected by Zeff Capital, L.P., H. Timothy Erikson and Bradley M. Tirpak (the
“Zeff Slate”). Under the terms of the Settlement Agreement, if the Company completed the Repurchase (as defined in
the Repurchase Agreement) and made the Settlement Payment (as defined in the Settlement Agreement) prior to the 2018 Annual Meeting,
Zeff Capital, L.P. would withdraw its director slate from consideration at the 2018 Annual Meeting. If the Company did not complete
the Repurchase or make the Settlement Payment prior to the 2018 Annual Meeting, the Company would withdraw its director slate and
support the slate proposed by Zeff Capital, L.P.
As of the date hereof,
the Company has not completed the Repurchase and the Settlement Payment. Accordingly, the Company hereby withdraws its slate of
two Class I directors from consideration for election at the 2018 Annual Meeting. The Zeff Slate shall be the only slate of directors
standing for election to the Board at the 2018 Annual Meeting. Any vote for the TSR Slate received by the Company shall constitute
a vote for the Zeff Slate. The Company shall cause its directors and executive officers to cause any shares of Common Stock beneficially
owned by them as of the record date for the 2018 Annual Meeting to be present for quorum purposes and to be voted in favor of the
Zeff Slate at the 2018 Annual Meeting.
The Company continues to
pursue debt and equity financing arrangements in order to complete the Repurchase and Settlement Payment. However, there can be
no assurance that Company will be able to obtain financing arrangements on acceptable terms in order to complete the Repurchase
and Settlement Payment. If the Company completes the Repurchase and Settlement Payment prior to 5:00 pm, Eastern Time, on December
30, 2019, the Zeff Slate will resign from the Company’s board of directors. If the Company does not complete the Repurchase
or make the Settlement Payment as of 5:00 pm, Eastern Time, on December 30, 2019, the current members of the board of directors
of the Company will resign from the Company’s board of directors and the Zeff Slate will constitute the only directors then-serving
on the Board.
Information Concerning Forward-Looking
Statements
The Company makes forward-looking
statements in this report within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements
relate to expectations or forecasts for future events. These statements may be preceded by, followed by or include the words “may,”
“might,” “will,” “will likely result,” “should,” “estimate,” “plan,”
“project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,”
“seek,” “continue,” “target” or similar expressions. These forward-looking statements are based
on information available to us as of the date of this report, and involve substantial risks and uncertainties. Actual results may
vary materially from those expressed or implied by the forward-looking statements herein due to a variety of factors, including
the Company’s ability to obtain financing arrangements in order to complete the Repurchase and Settlement Payment, as well
as the other risks and uncertainties set forth in the Company’s reports filed with the Securities and Exchange Commission.
The Company does not undertake any obligation to update forward-looking statements as a result of new information, future events
or developments or otherwise.