UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
October 25, 2023
Date of Report (Date of earliest event reported)
GSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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001-14785
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52-1868008
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(State of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6940 Columbia Gateway Dr., Suite 470, Columbia, MD 21046
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(Address of principal executive offices and zip code)
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(410) 970-7800
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(Registrant’s telephone number, including area code)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instructions A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 Par Value
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GVP
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The NASDAQ Capital Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 3.03. Material Modification to the Rights of Security Holders.
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”). The Reverse Stock Split will become effective at 12:01 a.m. Eastern Time on October 30, 2023, and the Common Stock will be
quoted on The Nasdaq Stock Market on a post-split basis at the open of business on October 30, 2023. The Company’s post-reverse split Common Stock has a new CUSIP number, 36227K205, but the par value and other terms of the Common Stock were not
affected by the Reverse Stock Split.
The Company’s stockholders approved the Reverse Stock Split at the Company’s 2023 Annual Meeting of Stockholders held on June 12, 2023, at a ratio between five-for-one and ten-for-one, with such ratio to be determined in the discretion of the Company’s Board of Directors (the “Board”) and with such reverse stock split to be effected at such time and
date as determined by the Board in its sole discretion. On September 11, 2023, the Board selected the ten-for-one reverse stock split ratio.
As a result of the Reverse Stock Split, every ten shares of the Company’s pre-reverse split Common Stock will be combined and
reclassified as one share of Common Stock. Proportionate voting rights and other rights of common stockholders will not be affected by the Reverse Stock Split, other than as a result of the payment for fractional shares. No fractional shares will be
issued in connection with the Reverse Stock Split. Stockholders who would otherwise hold a fractional share of Common Stock will receive (upon surrender to the exchange agent of certificates representing such shares), a cash payment in lieu thereof
rounded to the nearest cent, in an amount equal to the product obtained by multiplying (a) the five day variable weighted average price as of the close of market on Friday, October 27, 2023, as determined in good faith by the Board, by (b) the
fraction of one share owned by the stockholder.
As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company’s common stock
underlying the Company’s outstanding equity awards, warrants, and convertible notes and the number of shares issuable under the Company’s equity incentive plan and other existing agreements, together with the exercise price or conversion price, as
applicable.
The Company’s transfer agent, Continental Stock Transfer & Trust Company, is acting as exchange agent for the Reverse Stock Split
and will send instructions to stockholders of record regarding the exchange of certificates for Common Stock.
The foregoing descriptions of the Amendment and the Reverse Stock Split set forth above do not purport to be complete and are qualified in their entirety
by reference to the Amendment and the definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 2, 2023 (the “Proxy
Statement”). A copy of the Amendment is being filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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.
Item 8.01. Other Events.
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.
On October 26, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of that press release is attached as Exhibit 99.1
hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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3.1
99.1
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Certificate of Amendment to the Restated Certificate of Incorporation of the Company
Press Release, dated October 26, 2023
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
GSE SYSTEMS, INC.
By:
/s/ Emmett Pepe
Emmett Pepe
Chief Financial Officer
October 26, 2023
GSE Solutions Announces Reverse Stock Split
COLUMBIA, MD – October 26, 2023– GSE Solutions (“GSE Systems, Inc.” or “GSE”) (Nasdaq: GVP), a leader in advanced engineering and workforce solutions that supports the future of clean-energy production and decarbonization
initiatives for the nuclear power industry, announced that it will conduct a reverse stock split of its outstanding shares of common stock at a ratio of 10-for-1. The reverse stock split will become effective at 12:01 a.m. Eastern Time, on October
30, 2023. The Company's common stock will begin trading on a post-split basis at the market open on October 30, 2023, under the Company's existing trading symbol "GVP". The reverse stock split is part of the Company's plan to regain compliance with
the Minimum Bid Price Requirement of $1.00 per share required to maintain continued listing on The Nasdaq Capital Market, among other benefits.
The reverse stock split was approved by the Company's stockholders at the Company's Annual Meeting of Stockholders held on June 12, 2023, to be effected
in the Board’s discretion within approved parameters. The final ratio was approved by the Company's Board on September 11, 2023.
The reverse stock split reduces the number of shares of the Company's outstanding common stock from approximately 25 million shares to approximately 2.5
million shares, subject to adjustment due to the payment of cash in lieu of fractional shares. As a result of the Reverse Stock Split, proportionate adjustments will be made to the number of shares of the Company's common stock underlying the
Company's outstanding equity awards, warrants and convertible notes and the number of shares issuable under the Company's equity incentive plans and other existing agreements, as well as the exercise or conversion price, as applicable. There will
be no change to the number of authorized shares or the par value per share.
INFORMATION FOR GVP STOCKHOLDERS
As a result of the reverse stock split, every ten shares of pre-split common stock that is outstanding will become one share of common stock. The
Company’s transfer agent, Continental Stock Transfer & Trust, will serve as the exchange agent for the reverse stock split.
Registered stockholders that hold shares of pre-split common stock in the Company electronically in book-entry form are not required to take any action
in order to receive post-split shares of common stock. For stockholders that hold shares of common stock in certificate form, such stockholders will receive a transmittal letter from Continental Stock Transfer & Trust containing instructions,
which will be provided as soon as practicable following the effective date.
For stockholders that hold their shares of common stock either in a brokerage or in “street name” will have their shares of common stock automatically
adjusted to reflect the reverse stock split, subject to compliance with each broker’s particular processes. Such stockholders will not be required to take any separate action in connection the reverse stock split.
No fractional shares of common stock will be issued in connection with the reverse stock split. Stockholders that would otherwise be entitled to receive
fractional shares of common stock will receive a cash payment in lieu of such fractional shares.
FORWARD LOOKING STATEMENTS
The Company makes statements in this press release that are considered forward-looking statements within the meaning of Section 27A of the Securities Act
of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934. These statements reflect the company’s current expectations concerning future events and results. The Company uses words such as “expect,” “intend,” “believe,” “may,”
“will,” “should,” “could,” “anticipates,” and similar expressions to identify forward-looking statements, but their absence does not mean a statement is not forward-looking. These statements are not guarantees of the Company’s future performance
and are subject to risks, uncertainties, and other important factors that could cause our actual performance or achievements to be materially different from those the Company projects. For a full discussion of these risks, uncertainties, and
factors, the company encourages you to read the Company’s documents on file with the Securities and Exchange Commission, including those set forth in the Company’s periodic reports under the forward-looking statements and risk factors sections. The
Company does not intend to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.
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ABOUT GSE SOLUTIONS
Proven by more than 50 years of experience in the nuclear power industry,
GSE knows what it takes to help customers deliver carbon-free electricity safely and reliably. Today, GSE Solutions leverages top talent, expertise, and technology to help energy facilities achieve next-level power plant performance. GSE’s
advanced Engineering and Workforce Solutions divisions offer highly specialized training, engineering design, program compliance,
simulation, and technical staffing that reduce risk and optimize plant operations. GSE delivers operational excellence with over 1,100 installations and hundreds of customers in over 50 countries. www.gses.com
Media Contact
Sunny DeMattio
GSE Solutions
Director of Marketing & Communications
sunny.demattio@gses.com
Direct: +1 410.970.7931
Investor Contact
Adam Lowensteiner
Vice President
Lytham Partners
gvp@lythampartners.com
Direct: +1 646.829.9702