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): April 27, 2023

 

GEE GROUP INC.

(Exact name of registrant as specified in its charter)

 

Illinois

 

1-05707

 

36-6097429

(State or other jurisdiction of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

 

7751 Belfort Parkway, Suite 150,

Jacksonville, Florida

 

32256

(Address of principal executive offices)

 

(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

 

Trading Symbol(s)

 

Name of each exchange on which registered 

Common Stock, no par value

 

JOB 

 

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:

 

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))

 

 

 

 

Item 8.01 Other Events.

 

On April 27, 2023, GEE Group Inc. (the “Company”) (NYSE American: JOB) issued a press release announcing that the Company’s Board of Directors has approved a share repurchase program authorizing the Company to purchase up to an aggregate of $20.0 million of the Company’s currently outstanding shares of common stock, no par value (the “Common Stock”). The share repurchase program will continue through December 31, 2023, may be suspended or discontinued at any time and does not obligate the Company to repurchase any number of shares of Common Stock.  The share repurchase program will be conducted in accordance with Rule 10b-18 of the Securities Exchange Act of 1934, as amended. Subject to applicable rules and regulations, the shares of Common Stock may be purchased from time to time in the open market transactions and in amounts as the Company deems appropriate, based on factors such as market conditions, legal requirements and other business considerations. A copy of the Press Release is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibits

 

Exhibit No.

 

Description

99.1

 

Press Release, dated April 27, 2023.

104 

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

2

 

  

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: April 27, 2023

By:

/s/ Kim Thorpe

 

 

 

Kim Thorpe

 

 

 

Chief Financial Officer

 

 

 

3