UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 10, 2026
GEE GROUP INC. |
(Exact name of registrant as specified in its charter) |
Illinois |
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1-05707 |
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36-6097429 |
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(State or other jurisdiction of incorporation or organization) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
7751 Belfort Parkway, Suite 150, Jacksonville, Florida |
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32256 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (630) 954-0400
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, no par value |
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JOB |
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NYSE American |
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 8.01 Other Events.
On March 10, 2026, GEE Group Inc. (the “Company”) (NYSE American: JOB) issued a press release announcing that it has engaged Roth Capital Partners, LLC (“Roth”) as its financial advisor to assist the Company in reviewing and developing responses to unsolicited expressions of interest received and to consider other strategic alternatives available to the Company and its shareholders.
The Company previously disclosed that it has received unsolicited expressions of interest from various parties and these opportunities have been initially reviewed by the Company’s Board of Directors (the “Board”), and more specifically, its Mergers and Acquisition Committee. Roth will help further evaluate and prepare responses. In addition, Roth will assist the Board in evaluating these expressions of interest and other strategic alternatives available to the Company to maximize shareholder value. There can be no assurance that the Company’s review of these expressions of interest or other strategic alternatives will result in any transaction.
A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
Exhibits
Exhibit No. |
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Description |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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, thereunto duly authorized.
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GEE GROUP INC. |
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Date: March 11, 2026 |
By: |
/s/ Kim Thorpe |
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Kim Thorpe |
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Chief Financial Officer |
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EXHIBIT 99.1
Roth Capital Partners Engaged by GEE Group to Assist in Reviewing Unsolicited Expressions of Interests and Evaluating Strategic Alternatives
JACKSONVILLE, FL / ACCESS Newswire / March 10, 2026 / GEE Group Inc. (NYSE American: JOB) together with its subsidiaries (collectively referred to as the “Company,” “GEE Group,” “our” or “we”), a provider of professional staffing services and human resource solutions, today announced that it has engaged Roth Capital Partners, LLC(“Roth”) as its financial advisor to assist the Company in reviewing and developing responses to unsolicited expressions of interest received and to consider other strategic alternatives available to GEE Group and its shareholders.
GEE Group Inc. has previously disclosed that it received unsolicited expressions of interest from various parties and these opportunities have been initially reviewed by the Company’s Board of Directors, and more specifically, its Mergers and Acquisition (“M&A”) Committee. Roth will help further evaluate and prepare responses. They will also assist the Board in evaluating these expressions of interest and other strategic alternatives available to the Company to maximize shareholder value. There can be no assurance that the Company’s review of these expressions of interest or other strategic alternatives will result in any transaction.
Derek E. Dewan, Chairman and Chief Executive Officer of GEE Group, commented, “As we stated in our recent press release, the Company intends to privately and formally respond to interested parties. In accordance with its fiduciary duties, the Board of Directors of GEE Group and its M&A Committee will consider any bona fide offer regarding a business combination, acquisition, or other transaction that it believes will enhance shareholder value. Our decision to engage Roth Capital Partners as the Company’s financial advisor was addressed at our February Board of Directors meeting and represents the next important step towards this end.”
Mr. Dewan added, “Our businesses offer substantial value to strategic or financial buyers who wish to enhance their existing IT and other professional services vertical offerings or add complimentary higher end human resources solutions to their menu of services.”
About GEE Group
GEE Group Inc. is a provider of specialized staffing solutions and is the successor to employment offices doing business since 1893. The Company provides professional staffing services and solutions in information technology, engineering, finance and accounting specialties through the names of Access Data Consulting, Agile Resources, Omni One, GEE Group Columbus, Hornet Staffing and Paladin Consulting. Also, in the healthcare sector, GEE Group, through its Scribe Solutions brand, staffs medical scribes who assist physicians in emergency departments of hospitals and in medical practices by providing required documentation for patient care in connection with electronic medical records (EMR). The Company provides contract and direct hire professional staffing services through the following SNI brands: Accounting Now®, SNI Technology®, Legal Now®, SNI Financial®, Staffing Now®, SNI Energy®, and SNI Certes®.
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Forward-Looking Statements Safe Harbor
This press release contains statements relating to possible future events and/or the Company’s future results that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended, (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995 and are subject to the “safe harbor” created by those sections. The statements made in this press release that are not historical facts are forward-looking statements that are predictive in nature and depend upon or refer to future events. These forward-looking statements include, without limitation, anticipated cash flow generation and expected shareholder benefits. Such forward-looking statements often contain, or are prefaced by, words such as “will”, “may,” “plans,” “expects,” “anticipates,” “projects,” “predicts,” “pro forma”, “estimates,” “aims,” “believes,” “hopes,” “potential,” “intends,” “suggests,” “appears,” “seeks,” or variations of such words or similar words and expressions of future tense. Forward-looking statements are not guarantees of future performance, are based on certain assumptions, and are subject to various known risks and uncertainties, many of which are beyond the Company’s control, and cannot be predicted or quantified and, consequently, as a result of a number of factors, the Company’s actual results could differ materially from those expressed or implied by such forward-looking statements. The international pandemic, the Novel Coronavirus (“COVID-19”), negatively impacted and disrupted the Company’s business operations and had a significant negative impact on the global economy and employment in general, resulting in, among other things, a lack of demand for the Company’s services. This was exacerbated by government and client directed “quarantines”, “remote working”, “shut-downs” and “social distancing”. Some of these outcomes or by-products of the pandemic have persisted in one form or another since and there is no assurance that conditions will ever fully return to their former pre-pandemic status quo. These and certain other factors that might cause the Company’s actual results to differ materially from those in the forward-looking statements include, without limitation: (i) the loss, default or bankruptcy of one or more customers; (ii) changes in general, regional, national or international economic conditions; (iii) an act of war or terrorism, industrial accidents, or cyber security breach that disrupts business; (iv) changes in the law and regulations; (v) the effect of liabilities and other claims asserted against the Company including the failure to repay indebtedness or comply with lender covenants including the lack of liquidity to support business operations and the inability to refinance debt, failure to obtain necessary financing or the inability to access the capital markets and/or obtain alternative sources of capital; (vi) changes in the size and nature of the Company’s competition; (vii) the loss of one or more key executives; (viii) increased credit risk from customers; (ix) the Company’s failure to grow internally or by acquisition or the failure to successfully integrate acquisitions; (x) the Company’s failure to improve operating margins and realize cost efficiencies and economies of scale; (xi) the Company’s failure to attract, hire and retain quality recruiters, account managers and salesmen; (xii) the Company’s failure to recruit qualified candidates to place at customers for contract or full-time hire; (xiii) the adverse impact of geopolitical events, government mandates, natural disasters or health crises, force majeure occurrences, future global pandemics such as COVID-19 or other harmful viral or non-viral rapidly spreading diseases and such other factors as set forth under the heading “Forward-Looking Statements” in the Company’s annual reports on Form 10-K, its quarterly reports on Form 10-Q and in the Company’s other filings with the Securities and Exchange Commission (SEC). More detailed information about the Company and the risk factors that may affect the realization of forward-looking statements is set forth in the Company’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. The Company is under no obligation to (and expressly disclaims any such obligation to) and does not intend to publicly update, revise, or alter its forward-looking statements whether as a result of new information, future events or otherwise.
Contact:
GEE Group Inc.
Kim Thorpe
630.954.0400
invest@geegroup.com
SOURCE: GEE Group Inc.
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