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
November 14, 2023
Date of Report (Date of earliest event reported)
GSE SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
|
Delaware
|
001-14785
|
52-1868008
|
|
(State of incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification No.)
|
|
|
|
|
|
6940 Columbia Gateway Dr., Suite 470, Columbia, MD 21046
|
|
(Address of principal executive offices and zip code)
|
|
(410) 970-7800
|
|
(Registrant’s telephone number, including area code)
|
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:
|
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
|
Common Stock, $0.01 Par Value
|
|
GVP
|
|
The NASDAQ Capital Market
|
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 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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”). On October 31, 2023, the Company received a written a staff determination letter (the “Staff Determination”) providing that the Company had failed to establish compliance with the Minimum Bid Price Requirement by the October 30, 2023 deadline because it had
not yet satisfied the ten trading day requirement following a 10 for 1 reverse stock split effectuated on October 30, 2023. On November 1, 2023, the Company submitted an appeal to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff
Determination (the “Appeal”). A hearing date of February 1, 2024 was established by the Panel for the Appeal.
As previously disclosed, the Company believed that it would achieve compliance with the Minimum Bid Price Requirement at the close of
market on November 10, 2023.
On November 14, 2023, the Company received a letter from the Panel advising that the Nasdaq staff had determined that the Minimum Bid
Price Requirement deficiency had been cured, the Company is now in compliance with all applicable Nasdaq listing standards, the Company’s stock will continue to be listed and traded on Nasdaq and the Appeal is now moot and the hearing cancelled.
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
Emmet Pepe
Chief Financial Officer
November 17, 2023