GEE Group Inc. Reports Material Definitive Agreement and Acquisition

TL;DR

GEE Group Inc. just signed a big deal involving an acquisition and took on new debt.

AI Summary

On January 3, 2025, GEE Group Inc. entered into a material definitive agreement related to the completion of an acquisition or disposition of assets. This also resulted in the creation of a direct financial obligation for the registrant. The filing was made on January 10, 2025.

Why It Matters

This filing indicates significant corporate activity for GEE Group Inc., potentially involving a new financial obligation or a change in its asset structure due to an acquisition or disposition.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and the completion of an acquisition/disposition suggest potential financial and operational risks associated with these significant corporate actions.

Key Players & Entities

• GEE Group Inc. (company) — Registrant
• January 3, 2025 (date) — Date of earliest event reported
• January 10, 2025 (date) — Filing date

FAQ

Key Financial Figures

• $1,500,000 — areholders for the Purchased Shares was $1,500,000 consisting of (i) a $1,100,000 cash pay
• $1,100,000 — ares was $1,500,000 consisting of (i) a $1,100,000 cash payment, and (ii) the issuance to
• $400,000 — taling an aggregate principal amount of $400,000. The Promissory Notes were issued to ea

Filing Documents

• job_8k.htm (8-K) — 34KB
• job_ex41.htm (EX-4.1) — 40KB
• job_ex101.htm (EX-10.1) — 521KB
• job_ex102.htm (EX-10.2) — 53KB
• job_ex991.htm (EX-99.1) — 16KB
• job_ex101img1.jpg (GRAPHIC) — 70KB
• 0001477932-25-000128.txt ( ) — 1019KB
• job-20250103.xsd (EX-101.SCH) — 6KB
• job-20250103_lab.xml (EX-101.LAB) — 14KB
• job-20250103_cal.xml (EX-101.CAL) — 1KB
• job-20250103_pre.xml (EX-101.PRE) — 9KB
• job-20250103_def.xml (EX-101.DEF) — 2KB
• job_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On January 3, 2025, GEE Group Inc. (the "Company") (NYSE MKT: JOB) entered into a Stock Purchase Agreement (the "Purchase Agreement") with Hornet Staffing, Inc., a Georgia corporation ("Hornet") and Hornet's sole shareholders, Laurel Lynn Bruce and Lawrence Scott Bruce (collectively, the "Shareholders") pursuant to which the Company purchased from the Shareholders a total of 100,000 shares of capital stock in Hornet (the "Purchased Shares"). The Purchased Shares represent 100% of the ownership interest in Hornet. The total consideration paid to the Shareholders for the Purchased Shares was $1,500,000 consisting of (i) a $1,100,000 cash payment, and (ii) the issuance to the Shareholders of subordinated and unsecured promissory notes (the "Promissory Notes") totaling an aggregate principal amount of $400,000. The Promissory Notes were issued to each Shareholder in principal amount in proportion to such Shareholder's ownership interest in Hornet. The Purchase Agreement contains certain representations and warranties customary and standard for this type of transaction. A copy of the Purchase Agreement is attached hereto as Exhibit 10.1. The description of the Purchase Agreement contained in this Current Report on the Form 8-K is qualified in its entirety by reference to Exhibit 10.1. Interest on the outstanding principal balance of the Promissory Note is payable at a fixed rate of 5% per annum. Payments on the Promissory Notes shall be made annually with the first payment due on the first anniversary of the issuance date of the Promissory Notes and the second and final payment due on the second anniversary of the issuance date of the Promissory Notes. Payments on the Promissory Notes are contingent upon the achievement of certain agreed upon profit metrics described in the Purchase Agreement. In the event Hornet fails to achieve the agreed upon profit metrics, the Company may deduct certain amounts (as describ

01 Completion of Acquisition of Disposition of Assets

Item 2.01 Completion of Acquisition of Disposition of Assets. The information contained in Item 1.01 of this Current Report on the Form 8-K is hereby incorporated by reference into this Item 2.01.

03 Creation of a Direct Financial Obligation

Item 2.03 Creation of a Direct Financial Obligation. The information contained in Item 1.01 of this Current Report on the Form 8-K is hereby incorporated by reference into this Item 2.03. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. Exhibit No. Description 4.1 Form of Subordinated and Unsecured Promissory Notes issued by the Company to Laurel Lynn Bruce and Lawrence Scott Bruce. 10.1 Stock Purchase Agreement dated as of January 3, 2025 by and among the Company, Laurel Lynn Bruce and Lawrence Scott Bruce. 10.2 Consent and Amendment No. 3 to the Loan, Security and Guarantee Agreement, dated January 3, 2025, among the Company, certain Subsidiaries of the Company as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and First-Citizens Bank & Trust Company, as agent for the Lenders. 99.1 Press release issued GEE Group Inc. dated January 6, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

SIGNATURES

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. GEE GROUP INC. Date: January 9, 2025 By: /s/ Kim Thorpe Kim Thorpe Chief Financial Officer 4

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View this 8-K filing on SEC EDGAR