TSRI TSR INC

Item 1.01 Entry into a Material Definitive Agreement.

On October 8, 2021, TSR, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with A.G.P./Alliance Global Partners (“A.G.P.”), as sales agent, to implement an “at the market” equity offering program under which the Company may issue and sell from time to time shares of its common stock, par value $0.01 per share, having an aggregate offering price of up to $4,167,000 (the “Shares”) through A.G.P. as the Company’s sales agent or as principal, subject to the terms and conditions set forth therein.

Subject to the terms and conditions of the Sales Agreement, A.G.P. will use commercially reasonable efforts consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The Nasdaq Capital Market to sell the Shares from time to time based upon the Company’s instructions, including any price, time or size limits specified by the Company. Upon delivery of a placement notice, and subject to the Company’s instructions in that notice, and the terms and conditions of the Sales Agreement generally, A.G.P. may sell the Shares by any method permitted by law deemed to be an “at the market offering” as defined by Rule 415 promulgated under the Securities Act of 1933, as amended. The Company will pay A.G.P. a commission of 3.0% of the aggregate gross proceeds from each sale of the Shares and has agreed to provide A.G.P. with customary indemnification and contribution rights. The Company has also agreed to reimburse A.G.P. for certain specified expenses.

The Company is not obligated to make any sales of common stock under the Sales Agreement and may at any time suspend solicitation and offers under the Sales Agreement. The offering of the Shares pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all common stock subject to the Sales Agreement or (ii) termination of the Sales Agreement in accordance with its terms.

The issuance and sale of the Shares by the Company under the Sales Agreement, if any, is subject to the effectiveness of the Company’s registration statement on Form S-3, filed with the Securities and Exchange Commission concurrently with this Current Report on Form 8-K on October 8, 2021 (the “Registration Statement”). The Company cannot make assurances as to if or when the Registration Statement will become effective or, if it does become effective, as to the continued effectiveness of the Registration Statement. The Registration Statement includes a prospectus specifically relating to the offering of the Shares pursuant to the Sales Agreement.

The foregoing summary is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated in its entirety by reference herein.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.