UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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Item 1.01 Entry into a Material Definitive Agreement.
On June 2, 2025, GEE Group Inc. (the “Company”) (NYSE American: JOB) and BMCH, Inc. (“BMCH”), a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement, Bill of Sale and Assignment and Assumption Agreement (the “Purchase Agreement”) with Reliable Staffing Resources, LLC, an Ohio limited liability company (“Reliable”). Pursuant to the terms of the Purchase Agreement, Reliable acquired substantially all of the operating business assets of the Company’s Triad light industrial staffing division for a total consideration of approximately $1 million.
As part of the sale, substantially all employees from the light industrial staffing division have transitioned to and will join the workforce of Armada Staffing Group, a division of Reliable. The transaction closed on June 2, 2025 (the “Closing Date”). In addition, the Purchase Agreement contains a non-compete covenant prohibiting the Company, BMCH and its affiliate from directly or indirectly competing with Reliable with respect to industrial staffing services in the state of Ohio for a period of three (3) years following the Closing Date.
The Purchase Agreement contains certain representations and warranties customary and standard for this type of transaction, in addition to customary mutual indemnification obligations. 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.
The transaction described above was unanimously approved by the board of directors of the Company and Reliable.
A copy of the press release announcing the entry into the Purchase Agreement is attached hereto as Exhibit 99.1.
Item 2.01 Completion 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.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. |
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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.
| GEE GROUP INC. |
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Date: June 6, 2025 | By: | /s/ Kim Thorpe |
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| Kim Thorpe |
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| Chief Financial Officer |
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