---
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"
generated_at: "2026-06-01T00:55:04.661700+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# TSR completes going-private merger at $13.40/share; 89.7% tendered

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-057272
- form_type: 8-K
- cik: 0000098338
- company_name: TSR INC
- filed_at: 2024-06-28T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.03, 5.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-057272
- JSON: https://secwatch.observer/filing/0001213900-24-057272.json
- Plain text: https://secwatch.observer/filing/0001213900-24-057272.txt

## Key facts
- Executive change
  Timothy Eriksen departed as director at TSR INC.
  - Action: ceased to be director
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- Executive change
  Robert Fitzgerald departed as director at TSR INC.
  - Action: ceased to be director
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- Executive change
  Justin Christian was appointed as President at TSR INC.
  - Action: became President
  - Role: President
  source text: The sole officer of Merger Sub immediately prior to the Effective Time was Justin Christian as President.
  evidence_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- Executive change
  Bradley Tirpak departed as director at TSR INC.
  - Action: ceased to be director
  - Role: director
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- Executive change
  Justin Christian was appointed as director at TSR INC.
  - Action: became director
  - Role: director
  source text: The sole director of Merger Sub immediately prior to the Effective Time was Justin Christian.
  evidence_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- M&A Transactions
  TSR INC underwent a change of control involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
  - Action: change of control
  - Counterparty: Vienna Parent Corporation and Vienna Acquisition Corporation
  - Consideration: $13.40 per share
  - Closing: 2024-06-28
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm
- M&A Transactions
  TSR INC completed a disposition involving Vienna Parent Corporation and Vienna Acquisition Corporation for $13.40 per share (closed 2024-06-28).
  - Action: disposition
  - Counterparty: Vienna Parent Corporation and Vienna Acquisition Corporation
  - Consideration: $13.40 per share
  - Closing: 2024-06-28
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/98338/000121390024057272/0001213900-24-057272-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.