GSE SYSTEMS, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-12-18: Form 8-K; Period of report 2023-12-18; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2023-12-06: Form 8-K; Period of report 2023-12-06; Description 3.02 Unregistered Sales of Equity Securities; Details 3.02.
- 2023-11-17: Form 8-K; Period of report 2023-11-17; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; Details 3.01.
- 2023-11-14: Form 8-K; Period of report 2023-11-14; Description 2.02 Results of Operations and Financial Condition; Details 2.02.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-12-18 | 8-K | 2023-12-18 | 3.02 Unregistered Sales of Equity Securities | 3.02 On February 23, 2022, GSE Systems, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP (“Lind Global”), pursuant to which the Company issued to Lind Global a secured, two-year, interest free convertible promissory note in the principal amount of $5,750,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 1,283,732 shares of the Company’s common stock, for a purchase price of $5,000,000. | form8-kconversion_notice.htm |
| 2023-12-06 | 8-K | 2023-12-06 | 3.02 Unregistered Sales of Equity Securities | 3.02 On February 23, 2022, GSE Systems, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Lind Global Fund II LP (“Lind Global”), pursuant to which the Company issued to Lind Global a secured, two-year, interest free convertible promissory note in the principal amount of $5,750,000 (the “Note”) and a common stock purchase warrant (the “Warrant”) to acquire 1,283,732 shares of the Company’s common stock, for a purchase price of $5,000,000. | form8-kunregisteredshares.htm |
| 2023-11-17 | 8-K | 2023-11-17 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously disclosed, on November 4, 2022, GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share of common stock for continued listing on Nasdaq, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). | form8-k_nasdaqlisting.htm |
| 2023-11-14 | 8-K | 2023-11-14 | 2.02 Results of Operations and Financial Condition | 2.02 On November 14, 2023, the Company announced the financial results for the three and nine months ended September 30, 2023. | ef20014658_8k.htm |
| 2023-11-03 | 8-K | 2023-11-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported, on November 4, 2022, GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that, based upon the closing bid price of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). | form8-k_nasdaq.htm |
| 2023-10-26 | 8-K | 2023-10-25 | 3.03 Material Modification to Rights of Security Holders; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 3.03 On October 25, 2023, GSE Systems, Inc. (the “Company”) filed a Certificate of Amendment (the “Amendment”) to its Restated Certificate of Incorporation with the Secretary of State of Delaware to effect a ten-for-one reverse stock split (the “Reverse Stock Split”) of the Company’s shares of common stock, $0.01 par value (the “Common Stock”). 5.03 The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 5.03 by reference. 8.01 The disclosures set forth in Item 3.03 of this Current Report on Form 8-K are incorporated into this Item 8.01 by reference. | form8-k_reversestocksplit.htm |
| 2023-10-06 | 8-K | 2023-10-06 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | form8k_lindamendment.htm |
| 2023-08-14 | 8-K | 2023-08-14 | 2.02 Results of Operations and Financial Condition | 2.02 On August 14, 2023, the Company announced the financial results for the three months ended June 30, 2023. | brhc20057363_8k.htm |
| 2023-07-28 | 8-K | 2023-07-28 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 28, 2023, GSE Systems Inc. (the “Company”) entered into a letter agreement (the “Letter Agreement”) with Kyle Loudermilk, the Chief Executive Officer of the Company, with respect to Mr. Loudermilk’s annual salary. | form8-k_loudermilk.htm |
| 2023-06-26 | 8-K | 2023-06-26 | 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; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.03 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. 3.02 Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference. 7.01 On June 26, 2023, the Company issued a press release announcing the transactions with Lind Global. | form8-k_lind.htm |
| 2023-06-13 | 8-K | 2023-06-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 Present at the Meeting in person or by proxy were holders of 18,360,830 shares of common stock of the Company, representing 78.05% of the voting power of the common stock of the Company issued and outstanding and entitled to vote as of the close of business on April 14, 2023, the record date for the Meeting, and constituting a quorum for the transaction of business. | form8-kannualmeetingresults.htm |
| 2023-05-15 | 8-K | 2023-05-15 | 2.02 Results of Operations and Financial Condition | 2.02 On May 15, 2023, the Company announced the financial results for the three months ended March 31, 2023. | brhc20052812_8k.htm |
| 2023-05-08 | 8-K | 2023-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 7, 2023, Suresh Sundaram, a member of the board of directors (the “Board”) of GSE Systems, Inc. (the “Company”), informed the Company that he plans to resign from the Board immediately following the 2023 Annual Meeting of Stockholders of the Company (the “Annual Meeting”). | form8-820230508.htm |
| 2023-05-04 | 8-K | 2023-05-04 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 As previously reported, on November 4, 2022, GSE Systems, Inc. (the “Company”) received a letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) stating that based upon the closing bid price of the Company’s common stock, par value $0.01 per share (the “Common Stock”) for the prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). | form8-k_20230504.htm |
| 2023-04-25 | 8-K | 2023-04-25 | 2.02 Results of Operations and Financial Condition | 8-k_neworders.htm | |
| 2023-03-30 | 8-K | 2023-03-30 | 2.02 Results of Operations and Financial Condition | 2.02 On March 30, 2023, the Company announced the financial results for the quarter and year ended December 31, 2022. | brhc10050333_8k.htm |
| 2023-01-18 | 8-K | 2023-01-18 | 7.01 Regulation FD Disclosure | 7.01 GSE Systems, Inc. (the “Company”) has issued a press release announcing Renewed 5-Year Contract with Additional Options Worth Up to Approximately $28.3M for Engineering Services. | form8k.htm |