GSE SYSTEMS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2024-11-01: Form 8-K; Period of report 2024-10-31; Description 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 2.01.
- 2024-10-29: Form 8-K; Period of report 2024-10-29; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2024-10-25: Form 8-K; Period of report 2024-10-25; Description 8.01 Other Events; Details 8.01.
- 2024-10-23: Form 8-K; Period of report 2024-10-23; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2024-11-01 | 8-K | 2024-10-31 | 2.01 Completion of Acquisition or Disposition of Assets; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 2.01 The information set forth in the Introduction of this Current Report on Form 8-K (the “Introduction”) is incorporated by reference into this Item 2.01. 3.01 The information set forth in the Introduction and under Item 2.01 is incorporated by reference into this Item 3.01. 3.03 The information set forth in the Introduction and under Item 2.01, Item 3.01 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03. 5.01 The information set forth in the Introduction and under Item 2.01, Item 3.01, Item 3.03 and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01. 5.02 The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02. 5.03 The information set forth in the Introduction and under Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.03. 8.01 On November 1, 2024, the Company issued a press release announcing the closing of the Merger, which press release is filed as Exhibit 99.1 hereto and incorporated herein by reference. | ef20038021_8k.htm |
| 2024-10-29 | 8-K | 2024-10-29 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously announced, on August 8, 2024, GSE Systems, Inc. (the “Company” or “GSE”) entered into an Agreement and Plan of Merger, dated August 8, 2024, with Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and a direct, wholly owned subsidiary of Parent (“Merger Sub”), as amended by that certain First Amendment to Agreement and Plan of Merger, dated October 20, 2024 (the “Merger Agreement”). 8.01 On October 29, 2024, the Company issued a press release announcing the results of the Special Meeting. | ef20037791_8k.htm |
| 2024-10-25 | 8-K | 2024-10-25 | 8.01 Other Events | 8.01 In order to allow holders of the common stock of GSE Systems, Inc. (“GSE”) sufficient time to consider the amended merger consideration and vote their shares on the proposed merger with an affiliate of Pelican Energy Partners, the Special Meeting of GSE stockholders was convened and immediately adjourned until October 29, 2024 at 9 a.m. | ef20037737_8k.htm |
| 2024-10-23 | 8-K | 2024-10-23 | 8.01 Other Events | 8.01 On October 23, 2024, the Company issued a press release announcing that Glass Lewis & Co., LLC had recommended stockholders vote in favor of the merger. | ef20037584_8k.htm |
| 2024-10-22 | 8-K | 2024-10-22 | 7.01 Regulation FD Disclosure | 7.01 On October 22, 2024, GSE System, Inc. issued a press release concerning the proposed merger involving the company. | ef20037542_8k.htm |
| 2024-10-21 | 8-K | 2024-10-18 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 In order to allow holders of GSE Common Stock entitled to vote as of the record date, September 16, 2024, sufficient time to consider the amended Merger Consideration and vote their shares on the Merger, the Board announced that on October 25, 2014 at 11:00 a.m. | ef20037483_8k.htm |
| 2024-10-18 | 8-K | 2024-10-14 | 8.01 Other Events | 8.01 On August 8, 2024, GSE Systems, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuclear Engineering Holdings LLC (“Parent”) and Gamma Nuclear Merger Sub LLC. | ef20037455_8k.htm |
| 2024-10-16 | 8-K | 2024-10-16 | 8.01 Other Events | 8.01 On October 16, 2024, the Company issued a press release announcing that Institutional Shareholder Services had recommended stockholders vote in favor of the merger. | ef20037316_8k.htm |
| 2024-10-08 | 8-K | 2024-10-02 | 8.01 Other Events | 8.01 As previously announced, on August 8, 2024, GSE Systems, Inc. (the “Company” or “GSE”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Nuclear Engineering Holdings LLC, a Delaware limited liability company (“Parent”), and Gamma Nuclear Merger Sub LLC, a Delaware limited liability company and direct, wholly owned subsidiary of Parent (“Merger Sub”). | ef20036742_8k.htm |
| 2024-08-14 | 8-K | 2024-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2024, the Company announced the financial results for the three months ended June 30, 2024. | ef20034081_8k.htm |
| 2024-08-08 | 8-K | 2024-08-07 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.02 On August 7, 2024, the Company repaid in full, in cash and through the delivery of 114,976 shares of Company Common Stock, all outstanding indebtedness owed to Lind Global, which satisfied that certain Senior Convertible Promissory Note, dated June 23, 2023, as amended, which was in the original principal amount of $1,800,000 (the “Lind Note”), and all ancillary agreements in connection therewith. 2.03 Reference is made to the disclosure set forth under Item 1.01 (Parent Note) above, which disclosure is incorporated herein by reference. 8.01 On August 8, 2024, the Company and Parent issued a joint press release announcing their execution of the Merger Agreement. | ny20032892x1_8k.htm |
| 2024-07-26 | 8-K | 2024-07-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously reported on GSE Systems, Inc.’s (the “Company”) Current Report on form 8-K filed with the Securities and Exchange Commission (“SEC”) on April 30, 2024, the Board of Directors (the “Board”) of the Company announced the appointment of Ravi Khanna as Chief Executive Officer and President of the Company, effective April 30, 2024. | form8-k_khanna.htm |
| 2024-07-02 | 8-K | 2024-07-01 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On July 1, 2024, GSE Systems, Inc., a Delaware corporation (the “Company”) held it’s annual meeting of stockholders (the “Meeting”). 8.01 The Company has informed Lind Global Fund II, LP that it intends to make the July 2024 payment on that certain Senior Convertible Promissory Note, dated June 23, 2023, in shares of Company common stock rather than cash. | form8-k_2024annualmeeting.htm |
| 2024-05-15 | 8-K | 2024-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2024, the Company announced the financial results for the three months ended March 31, 2024. | ef20029127_8k.htm |
| 2024-05-14 | 8-K | 2024-05-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On May 13, 2024, GSE Systems, Inc. (the “Company”) announced the appointment of Damian DeLongchamp as the newly appointed Chief Operating Officer of the Company. 7.01 On May 13, 2024, the Company issued a press release announcing the appointment of Mr. Delongchamp. | form8-k_05132024.htm |
| 2024-04-30 | 8-K | 2024-04-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 30, 2024, the Board of Directors (“Board”) of GSE Systems, Inc. (the “Company”) announced the appointment of Ravi Khanna as the newly appointed Chief Executive Officer and President of the Company as well as a Class II Director of the Company, in each case effective immediately. 7.01 On April 30, 2024, the Company issued a press release announcing the appointment of Mr. Khanna and the departure of Mr. Loudermilk. | form8-k_24apr2024.htm |
| 2024-04-01 | 8-K | 2024-04-01 | 2.02 Results of Operations and Financial Condition | 2.02 On April 1, 2024, the Company announced the financial results for the quarter and year ended December 31, 2023. | ef20025606_8k.htm |
| 2024-02-13 | 8-K | 2024-02-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8-k_lindamend.htm |