GSE SYSTEMS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-11-16: Form 8-K; Period of report 2020-09-30; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
- 2020-09-25: Form 8-K; Period of report 2020-09-21; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2020-09-03: Form 8-K; Period of report 2020-08-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-08-31: Form 8-K; Period of report 2020-08-31; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-11-16 | 8-K | 2020-09-30 | 2.02 Results of Operations and Financial Condition | 2.02 On November 16, 2020, the Company announced the financial results for the quarter ended September 30, 2020. | form8-k.htm |
| 2020-09-25 | 8-K | 2020-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 21, 2020, GSE Systems, Inc. (the “Company”), informed Paul Abbott, the President of the Company’s Nuclear Industry Training & Consulting division, that his tenure in that capacity will end effective on October 21, 2020. | form8-k_abbott09252020.htm |
| 2020-09-03 | 8-K | 2020-08-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 On August 28, 2020, GSE Systems, Inc. (“GSE”) and its wholly owned subsidiary GSE Performance Solutions (“Performance Solutions” and collectively with GSE, the “Company”), GSE True North Consulting, LLC (“True North”), Hyperspring, LLC (“Hyperspring”), Absolute Consulting, Inc. (“Absolute”), and DP Engineering, LLC (“DP Engineering”, and together with True North, Hyperspring, and Absolute, the “Guarantors” and each a “Guarantor”), entered into an Eight Amendment and Reaffirmation Agreement (the “Eighth Amendment”) with Citizens Bank, National Association (the “Bank”), effective as of June 29, 2020, amending and reaffirming the Company’s existing Amended and Restated Credit and Security Agreement with the Bank (the “Credit Agreement”) effective on and as of May 11, 2018. | form8-kcitizens090320.htm |
| 2020-08-31 | 8-K | 2020-08-31 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On August 31, 2020, the Company held its annual meeting of stockholders. | form8-kresults_annualmeeting.htm |
| 2020-08-19 | 8-K | 2020-06-30 | 2.02 Results of Operations and Financial Condition | 2.02 On August 19, 2020, the Company announced the financial results for the quarter ended June 30, 2020. | form8-k.htm |
| 2020-07-24 | 8-K | 2020-07-23 | 4.01 Changes in Registrant's Certifying Accountant | form8-k_072420dhg.htm | |
| 2020-07-22 | 8-K | 2020-03-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 22, 2020, the Company announced the financial results for the quarter ended March 31, 2020. | form8-k.htm |
| 2020-07-10 | 8-K | 2020-07-08 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated July 8, 2020, notifying the Company that it no longer complies with Nasdaq’s continued listing requirements under the timely filing criteria set forth in Listing Rule 5250(c)(1) as a result of the Company not filing its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”) within the prescribed period. | form8-k_071020.htm |
| 2020-06-16 | 8-K/A | 2019-12-31 | 2.02 Results of Operations and Financial Condition | 2.02 On April 14, 2020, the Company issued the Earnings Release. | form8-k.htm |
| 2020-06-15 | 8-K | 2020-06-12 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 As previously disclosed on its Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission (“SEC”) on June 5, 2020, GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated June 1, 2020, notifying the Company that it no longer complies with Nasdaq’s continued listing requirements under the timely filing criteria set forth in Listing Rule 5250(c)(1) as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) within the prescribed period. 7.01 Reference is made to the information disclosed in Item 3.01 of this Current Report on Form 8-K, which is incorporated herein by reference. | form8-k_061220.htm |
| 2020-06-05 | 8-K | 2020-06-01 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”), dated June 1, 2020, notifying the Company that it no longer complies with Nasdaq’s continued listing requirements under the timely filing criteria set forth in Listing Rule 5220(c)(1) as a result of the Company not filing its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) within the prescribed period. | form8-k_060520.htm |
| 2020-05-29 | 8-K | 2020-05-29 | 8.01 Other Events | 8.01 On March 30, 2020, GSE Systems, Inc. (the “Company”) filed a Current Report on Form 8-K with the Securities and Exchange Commission (the “Original 8-K”) announcing the Company’s reliance on the order of the U.S. Securities and Exchange Commission (“SEC”), dated March 25, 2020: Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465) (the “Order”) in delaying the Company’s filing of its Annual Report on Form 10-K for the year ended December 31, 2019 (the “Annual Report”) to April 15, 2020 (the “Original Deadline”). | form8-k_052920.htm |
| 2020-05-22 | 8-K | 2020-05-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 19, 2020, James H. Stanker, a member of the board of directors (the “Board”) of GSE Systems, Inc. (the “Company”), informed the Company that he will not stand for re-election to the Board. | form8-k_052220.htm |
| 2020-05-15 | 8-K | 2020-05-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 As will be disclosed in the 2020 proxy statement of GSE Systems, Inc. (the “Company”), on May 12, 2020, John D. (“Jack”) Fuller, Chairman of the board of directors (the “Board”), informed the Company that he will not stand for re-election to the Board. 8.01 Reference is made to the order of the U.S. Securities and Exchange Commission (“SEC”), dated March 25, 2020: Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465)(the “Order”). | form8-k_051520.htm |
| 2020-04-30 | 8-K | 2020-04-24 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On April 6, 2020, GSE Systems, Inc. (the “Company”) submitted a loan application to Citizens Bank, N.A. (the “Lender”) under the Small Business Administration Paycheck Protection Program of the Coronavirus Air, Relief and Economic Security Act of 2020 (the “CARES Act”) for a loan of $10,000,000 (the “Loan”). 2.03 Reference is made to the information disclosed in Item 1.01 of this Current Report on Form 8-K, which is incorporated herein by reference. 7.01 In light of guidance issued by the U.S. Small Business Administration and U.S. Department of Treasury on April 23, 2020, subsequent to the Company’s loan application and execution of the Promissory Note, the Company reexamined its loan application and corresponding certifications, its current business activity and its ability to access liquidity sufficient to support its ongoing operations in a matter that is not significantly detrimental to the business. | form8-kppp043020.htm |
| 2020-04-29 | 8-K | 2020-04-29 | 8.01 Other Events | 8.01 GSE Systems, Inc. (“GSE” or the “Company”) is relying on the order issued by the U.S. Securities and Exchange Commission (“SEC”), dated March 25, 2020: Order Under Section 36 of the Securities Exchange Act of 1934 (the “Exchange Act”) Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465)(the “Order”). | form8-k_def14aextension.htm |
| 2020-04-17 | 8-K | 2020-04-17 | 1.01 Entry into a Material Definitive Agreement | 1.01 On April 17, 2020, GSE Systems, Inc. (“GSE”) and its wholly owned subsidiary GSE Performance Solutions (“Performance Solutions” and collectively with GSE, the “Company”), GSE True North Consulting, LLC (“True North”), Hyperspring, LLC (“Hyperspring”), Absolute Consulting, Inc. (“Absolute”), and DP Engineering, LLC (“DP Engineering”, and together with True North, Absolute, and Hyperspring, the “Guarantors” and each a “Guarantor”), entered into a Seventh Amendment and Reaffirmation Agreement (the “Seventh Amendment”) with Citizens Bank, National Association (the “Bank”), amending and reaffirming the Company’s existing Amended and Restated Credit and Security Agreement with the Bank (the “Credit Agreement”) effective on and as of March 31, 2020. | form8-k_citizens7.htm |
| 2020-04-15 | 8-K/A | 2020-03-30 | 8.01 Other Events | 8.01 Reference is made to the order of the U.S. Securities and Exchange Commission, dated March 25, 2020: Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465)(the “Order”). | form8ka_10kfilingdate.htm |
| 2020-04-14 | 8-K | 2019-12-31 | 2.02 Results of Operations and Financial Condition | 2.02 On April 14, 2020, the Company announced the financial results for the quarter and year ended December 31, 2019. | form8-k.htm |
| 2020-03-30 | 8-K | 2020-03-30 | 8.01 Other Events | 8.01 Reference is made to the order of the U.S. Securities and Exchange Commission, dated March 25, 2020: Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies (Release No. 34-88465)(the “Order”). | form8-kform10extension.htm |
| 2020-01-08 | 8-K | 2020-01-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 On January 7, 2020, GSE Systems, Inc. (“GSE”) and its wholly owned subsidiary GSE Performance Solutions, Inc. (“Performance Solutions” and collectively with GSE, the “Borrower”), GSE True North Consulting, LLC (“True North”), Hyperspring, LLC (“Hyperspring”), Absolute Consulting, Inc. (“Absolute”), and DP Engineering, LLC (“DP Engineering”, and together with True North, Absolute, and Hyperspring, the “Guarantors” and each a “Guarantor”), entered into a Sixth Amendment and Reaffirmation Agreement (the “Sixth Amendment”) with Citizens Bank, National Association (the “Bank”), amending and reaffirming the Borrower’s existing Credit and Security Agreement with the Bank (the “Credit Agreement”) effective on and as of December 31, 2019. | form8-k_citizens.htm |
| 2020-01-06 | 8-K | 2020-01-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 On December 30, 2019, GSE Performance Solutions, Inc., GSE Systems, Inc. and their subsidiaries and affiliates (collectively, “GSE”), on the one hand, and Christopher A. Davenport (“Davenport”) and Steven L. Pellerin (“Pellerin”), on the other hand, entered into a Settlement and Release Agreement (the “DP Settlement Agreement”) resolving all disputes between the parties pertaining that certain membership interest purchase agreement, dated February 15, 2019 (the “DP Engineering Purchase Agreement”), by and among GSE, DP Engineering Co. Ltd., Pellerin, and Davenport, pursuant to which GSE acquired from Pellerin and Davenport 100% of the membership interests in DP Engineering for $13.5 million payable at closing (subject to customary pre- and post-closing working capital adjustments) plus additional earn-out consideration. | form8-k.htm |