{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-057272","form_type":"8-K","ticker":null,"cik":"0000098338","company_name":"TSR INC","filed_at":"2024-06-28T23:59:59+00:00","discovered_at":"2026-05-14T18:03:22.597773+00:00","generated_at":"2026-06-01T00:55:04.661700+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.03","5.02","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.95,"calibrated_materiality_score":0.95,"confidence":"high","headline":"TSR completes going-private merger at $13.40/share; 89.7% tendered","bullets":["Tender offer expired with 1,946,960 shares (89.74%) validly tendered and accepted.","Second-step merger completed June 28, 2024; TSR becomes wholly owned subsidiary of Vienna Parent.","Remaining shares converted to right to receive $13.40/share; delisting from Nasdaq and deregistration initiated.","Directors Fitzgerald, Eriksen, Tirpak departed; Justin Christian became sole director and President.","2020 equity plan and credit agreement terminated upon merger consummation."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-057272","json":"https://secwatch.observer/filing/0001213900-24-057272.json","markdown":"https://secwatch.observer/filing/0001213900-24-057272.md","text":"https://secwatch.observer/filing/0001213900-24-057272.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/ea0208696-8k_tsrinc.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-01T00:55:04.661700+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2469606405","claim":"Timothy Eriksen departed as director at TSR INC.","evidence_excerpt":"As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"2b019d2cf7","claim":"Robert Fitzgerald departed as director at TSR INC.","evidence_excerpt":"As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"3b9f2fe13e","claim":"Justin Christian was appointed as President at TSR INC.","evidence_excerpt":"The sole officer of Merger Sub immediately prior to the Effective Time was Justin Christian as President.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"became President"},{"label":"Role","value":"President"}],"fact_type":"executive_change"},{"claim_id":"92298071c4","claim":"Bradley Tirpak departed as director at TSR INC.","evidence_excerpt":"As of the Effective Time, Robert Fitzgerald, Timothy Eriksen and Bradley Tirpak each ceased to be directors of the Company and members of any committee of the Company’s board of directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"ceased to be director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"c84e7e6176","claim":"Justin Christian was appointed as director at TSR INC.","evidence_excerpt":"The sole director of Merger Sub immediately prior to the Effective Time was Justin Christian.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":1.0,"family_label":"Executive change","details":[{"label":"Action","value":"became director"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"6cf213a4cf8b30fe6311a5aa955e77d12a1eecd6","claim":"TSR INC underwent a change of control involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).","evidence_excerpt":"commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Vienna Parent Corporation and Vienna Acquisition Corporation"},{"label":"Consideration","value":"$13.40 per share"},{"label":"Closing","value":"2024-06-28"}],"fact_type":"ma_transaction"},{"claim_id":"84467b30f212dd78340d940bae78b3ef4dd092df","claim":"TSR INC completed a disposition involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).","evidence_excerpt":"commenced a cash tender offer (the “ Offer ”) to purchase all of the outstanding shares of common stock of the Company, par value $0.01 per share (the “ Shares ”), at a price of $13.40 per share (the “ Offer Price ”), net to the seller in cash, without interest, subject to applicable withholding taxes and on the terms and subject to the conditions set forth in","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"disposition"},{"label":"Counterparty","value":"Vienna Parent Corporation and Vienna Acquisition Corporation"},{"label":"Consideration","value":"$13.40 per share"},{"label":"Closing","value":"2024-06-28"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}