What changed in this filing

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Item 9A. Controls and Procedures

2021-12-23 compared with 2020-12-29 · 138 added, 120 removed, 755 unchanged (25% of the section changed)

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Member of the Nominating Committee.

Member of the Mergers & Acquisition Committee.

Member of the Corporate Governance Committee.

Derek Dewan – Chief Executive Officer, Chairman of the Board

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Isaac began his career as an attorney with Foley & Lardner and was a senior partner with Arnold & Porter.

He holds a JD, summa cum laude, College of Law, The Ohio State University (“OSU”) and a B.S in economics and LLD (“honorary”) from Miami University, Oxford, Ohio.

He holds a JD, summa cum laude, College of Law, The Ohio State University (“OSU”) and a B.S.

in economics and LLD (“honorary”) from Miami University, Oxford, Ohio.

He received a “Distinguished Achievement Medal” in 1995 from Miami University and a “Distinguished Alumnus Award” in 2013 from OSU.

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Vetrano holds a bachelor’s degree and a master’s degree.

Bajalia – Former President and Director

Bajalia served as the Company’s President and a director from April 10, 2017 until his passing on November 23, 2019.

Bajalia initially joined the Company as a director in January 2015.

Bajalia had over 30 years of business experience, with financial, operational and management expertise in many industries including the staffing industry.

Since 2001, he provided consulting, advisory and interim management services to executive management, boards, business owners and private equity firms.

He also assisted them with implementing their growth and working capital strategies, turnarounds, recapitalizations and strategic objectives.

Bajalia received his B.S.

in Accounting from Florida State University, was a licensed CPA and real estate broker, and was a member of several professional associations.

Laffer – Former Director

Laffer served as a director from January 2015 until his resignation from the Board effective March 30, 2020.

Laffer is well known throughout the U.S.

and abroad as expert economist and for his famous “Laffer Curve” which continues to be included in economic curriculums today.

He has served as an key economic advisor to several U.S.

presidents and received multiple awards for his work and contributions to our society, including most recently, the Presidential Medal of Freedom from President Donald Trump.

In addition, Dr.

Laffer has been awarded two Graham and Dodd Awards from the Financial Analyst Federation;

the Distinguished Service Award by the National Association of Investment Clubs;

the Adam Smith Award for his insights and contributions to the Wealth of Nations;

and the Daniel Webster Award for public speaking by the International Platform Association.

Laffer received a B.A.

in economics from Yale University and an MBA and Ph.D.

in economics from Stanford University.

Section 16(a) Beneficial Ownership Reporting Compliance

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It also holds special meetings when an important matter requires Board of Directors action or attention between scheduled meetings.

The Board of Directors held eight meetings and executed one unanimous consent in lieu of meetings during fiscal 2020.

The Board of Directors held seven meetings during fiscal 2021.

No director of the Company attended less than 75% of the total meetings of the Board of Directors and Committees on which such Board of Directors members served during this period.

The members of the Board of Directors are expected to attend the Company’s Annual Meeting of Shareholders.

There are five standing committees of the Board of Directors, which are the Nominating Committee, the Audit Committee, the Corporate Governance Committee, the Mergers and Acquisitions Committee, and the Compensation Committee.

There are five standing committees of the Board of Directors:

the Nominating Committee, the Audit Committee, the Corporate Governance Committee, the Mergers and Acquisitions Committee, and the Compensation Committee.

Nominating Committee

The functions of the Nominating Committee are to assist the Board of Directors in identifying, interviewing, and recommending to the Board of Directors qualified candidates to fill positions on the Board of Directors.

The Nominating Committee executed one unanimous consent during fiscal 2020.

The Company does not have a policy regarding the consideration of diversity, however defined, in identifying nominees for director.

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(a) a statement that the writer is a shareholder and is proposing a candidate for consideration by the Nominating Committee, (b) the name, address and number of shares beneficially owned by the shareholder, (c) the name, address and contact information of the candidate being recommended, (d) a description of the qualifications and business experience of the candidate, (e) a statement detailing any relationships between the candidate and the Company and any relationships or understandings between the candidate and the proposing shareholder, and (f) the written consent of the candidate that the candidate is willing to serve as a director if nominated and elected.

The Nominating Committee is presently composed of three non-employee, independent directors:

Darla Moore (Chairwoman), Peter Tanous, and William Isaac.

Arthur Laffer resigned as a member of the Board of Directors of the Company in March 2020 and, as a result, ceased to be a member of the Nominating Committee.

The Nominating Committee is presently composed of two non-employee, independent directors:

Darla Moore (Chairwoman) and William Isaac.

The Board of Directors has adopted a written charter for the Nominating Committee.

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In addition, the Audit Committee reviews and approves the scope of the annual audit of the Company’s books, reviews the findings and recommendations of the independent registered public accounting firm at the completion of their audit, and approves annual audit fees and the selection of an auditing firm.

The Audit Committee also considers the relationships among the independent auditors.

management and board members to ascertain the audit firm’s independence from management and board members.

The Audit Committee met five times and executed one unanimous consent during fiscal 2020.

The Audit Committee also considers the relationships among the independent auditors, management and board members to ascertain the audit firm’s independence from management and board members.

The Audit Committee met five times during fiscal 2021.

The Audit Committee is presently composed of four non-employee, independent directors:

Tanous (Chairman), Darla Moore, Matthew Gormly and William M.

Arthur Laffer resigned as a member of the Board of Directors of the Company in March 2020 and, as a result, ceased to be a member of the Audit Committee.

The Board of Directors has determined that Ms.

Tanous and Mr.

Isaac are each considered an “financial expert” as defined by the Sarbanes-Oxley Act.

The Board of Directors has determined that Mr.

Gormly and Mr.

Isaac are each considered a “financial expert” as defined by the Sarbanes-Oxley Act.

The Board of Directors has determined that each audit committee financial expert meets the additional independence criteria required under the listing standards of the NYSE American and Rule 10A-3 of the Exchange Act.

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Compensation Committee

The Compensation Committee has the sole responsibility for approving and evaluating the officer compensation plans, policies and programs.

The Compensation Committee has the sole responsibility for approving and evaluating the director and officer compensation plans, policies and programs.

It may not delegate this authority.

It meets as often as necessary to carry out its responsibilities.

The Compensation Committee has the authority to retain compensation consultants but has not done so.

The Compensation Committee has the authority to retain compensation consultants but has not done so to date.

The Compensation Committee met two times during fiscal 2021.

Compensation Committee meets each September to consider the compensation of the Company’s executive officers, including the establishment of base salaries and performance targets for the succeeding year, and the consideration of restricted common stock and stock option awards.

Management provides the Compensation Committee with such information as may be requested by the Compensation Committee, which in the past has included historical compensation information of the executive officers, tally sheets, internal pay equity statistics, and market survey data.

The Compensation Committee meets at least annually to consider the compensation of the Company’s executive officers, including the establishment of base salaries and performance targets for the succeeding year, and the consideration of restricted common stock and stock option awards.

Management provides the Compensation Committee with such information as may be requested by the chairman or its members, which in the past has included historical compensation information of the executive officers, tally sheets, internal pay equity statistics, and market survey data.

Under the guidelines of the NYSE American, the Chief Executive Officer may not be present during the Compensation Committee’s deliberations regarding his compensation.

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The Compensation Committee is presently composed of three non-employee, independent directors:

Thomas Vetrano, Peter Tanous and Darla Moore.

Laffer resigned as a member of the Board of Directors of the Company in March 2020 and, as a result, ceased to be a member of the Compensation Committee.

Effective March 2020, Thomas Vetrano was appointed to the Compensation Committee and assumed the role as its in-coming Chairman.

Thomas Vetrano (Chairman), Peter Tanous and Darla Moore.

The Board of Directors has adopted a written charter for the Compensation Committee.

The Compensation Committee Charter is not available on the Company’s website.

The Compensation Committee Charter is available on the Company’s website.

A copy the Compensation Committee Charter was attached as an appendix to the proxy statement prepared in connection with the January 28, 2010, Annual Meeting of Shareholders.

The Compensation Committee met once during fiscal 2020.

Mergers and Acquisition Committee

The Mergers and Acquisition Committee has the responsibility for evaluating acquisitions and the necessary financing to complete the acquisitions that are determined by management to meet the minimum criteria for evaluation.

The Mergers and Acquisitions Committee has the responsibility to keep the entire board informed of the Company’s acquisitions and only after the Committee has determined an acquisition qualifies is the acquisition presented to the entire board for approval.

The Mergers and Acquisition Committee has the authority to retain compensation consultants, but has not done so.

The Mergers and Acquisitions Committee has the responsibility to keep the entire board informed of the Company’s proposed acquisitions and, only after the Committee has determined an acquisition qualifies, is the acquisition presented to the entire board for approval.

The Mergers and Acquisition Committee has the authority to retain compensation consultants but has not done so to date.

The Mergers and Acquisition Committee did not meet during fiscal 2021.

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Dewan (Chairman) and William M.

Arthur Laffer resigned as a member of the Board of Directors of the Company in March 2020 and, as a result, ceased to be a member of the Mergers and Acquisition Committee.

Corporate Governance Committee

The Corporate Governance Committee has responsibilities and duties ranging from Board and committee structure and organization to assisting the Board in evaluating whether the Board and its committees are functioning effectively and consistently in accordance with and subject to applicable law and rules and regulations promulgated by the SEC, the NYSE and any other applicable regulatory authority.

The Corporate Governance Committee also monitors and recommends the functions of the various committees of the Board.

The Corporate Governance Committee is responsible for developing director qualifications and an annual evaluation process for the Board, its committees and individual directors and for overseeing the execution of such annual evaluations, including the Committee’s own evaluation.

The Corporate Governance Committee is tasked with the responsibility to review the outside activities of Senior Executives and, if warranted, report and/or make recommendations concerning such activities to the Board of Directors.

The Corporate Governance Committee also regularly reviews the Company’s and subsidiaries’ Certificates of Incorporation, Bylaws and Policies, Committee Charters and other Company documents and recommend revisions to be acted upon by the Board of Directors.

The Corporate Governance Committee also coordinates with Human Resources to review any reports of discrimination or sexual harassment and recommend any actions deemed appropriate, review whistleblower reports and recommend any actions deemed appropriate.

The Corporate Governance Committee monitors emerging corporate governance trends and oversees and evaluates corporate governance policies and programs and recommends to the Board such changes as the Committee believes appropriate.

When applicable, the Corporate Governance Committee will review shareholder proposals and recommend proposed Company responses for inclusion in the Company’s proxy statement, or otherwise, to the Board.

The Corporate Governance Committee reviews at least annually, or more frequently if deemed appropriate under the circumstances, the Company’s Standards for Director Independence and enhanced independence requirements issued by the NYSE and by other applicable regulators and advisory services and recommends to the Board any modifications to the Company’s standards that the Committee deems desirable.

The Committee provides to the Board its assessment of which directors should be deemed independent directors under applicable rules, policies and regulations.

This review also contemplates the requirements of a “financial expert” under applicable rules of the SEC and NYSE, thereby assessing which directors should be deemed financial experts and recommends to the Board the determination that such directors are “financial experts” within the applicable definitions established by the SEC and NYSE.

The Committee reviews on a periodic basis and makes recommendations, accordingly, regarding continuing education programs for directors and an orientation program for new directors.

Finally, the Corporate Governance Committee obtains annual independence and conflict of interest statements from all directors and senior management members and reviews and makes recommendations to the Board regarding questions of potential conflicts of interest and with regard to any transactions among the Company and related parties as defined in Item 404 of Regulation S-K.

The Committee is required to be comprised of three or more directors as determined by the Board, each of whom the Board has determined meets the independence requirements of the Company’s Standards for Director Independence, the New York Stock Exchange (“NYSE”) and the Securities and Exchange Commission (the “SEC”).

The members of the Committee are appointed by the Board and serve until their successors are duly appointed or until their retirement, resignation, death or removal by the Board.

As of September 30, 2021, the Committee had one vacancy.

The Corporate Governance Committee is presently composed of two non-employee, independent directors:

Isaac (Chairman) and Peter Tanous.

The Corporate Governance Committee did not meet during fiscal 2021.

Shareholder Communications

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Summary Compensation Information

The following table summarizes total compensation to named executive officers including principal executive officer, principal financial and accounting officer, and other two most highly compensated executive officers.

The following table summarizes total compensation to named executive officers including principal executive officer, principal financial and accounting officer, and principal administrative officer.

Throughout this section, the term “named executive officers” is intended to refer to the individuals listed in “Summary Compensation Table.”

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Chief Executive Officer

Alex Stuckey (1)

Chief Administrative Officer

George Bajalia (2)

Former President

Kim Thorpe (3)

Chief Financial Officer and Senior Vice President

_____________

Stuckey was appointed as Chief Administrative Officer on April 10, 2017.

Stuckey served as President and Chief Operating Officer from April 1, 2015 until his resignation on April 10, 2017.

Bajalia served as a President of the Company from April 10, 2017 until his passing on November 23, 2019.

Thorpe was appointed as Chief Financial Officer and Senior Vice President on June 15, 2018.

Employment and Change in Control Agreements

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The Dewan Employment Agreement provides for a five-year term ending on August 15, 2021, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard 1-year automatic extension clause if there is no notice by the Company of termination.

Dewan received a starting base salary at the rate of $300,000 per year which can be adjusted by the Compensation Committee.

Dewan had received a starting base salary at the rate of $300,000 per year which can be adjusted by the Compensation Committee.

Dewan’s employment agreement was amended in fiscal 2021 to increase his base salary to $350,000 per year, and to extend the term of the agreement so that it ends on September 30, 2024.

Dewan is entitled to receive an annual bonus based on criteria to be agreed to by Mr.

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The Dewan Employment Agreement contains standard termination, change of control, non-compete and confidentiality provisions.

George Bajalia, Former President and Director:

On December 26, 2017, the Company and Mr.

Bajalia entered into a written employment agreement with respect to Mr.

Bajalia’s service as President of the Company.

The Company and Mr.

Bajalia agreed to an initial term of five years and that Mr.

Bajalia would receive a base salary of $270,000 per year, subject to increase, but not decrease, at the discretion of the Board.

In addition, the Company and Mr.

Bajalia agreed that Mr.

Bajalia would be eligible to receive an annual bonus of up to 100% of his base salary based on his meeting certain performance-based targets.

On June 15, 2018, the Company granted 500,000 restricted shares of common stock to Mr.

The restricted shares were to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

These shares vested upon Mr.

Bajalia’s passing on November 23, 2019.

Bajalia was also eligible to participate in the Company’s employee benefit plans as in effect from time to time on the same basis as generally made available to other senior executives of the Company in addition to other benefits provided to executives of the Company.

On June 15, 2021, 600,000 restricted shares of common stock previously granted to Mr.

Dewan became fully vested.

On August 13, 2021, the Company granted 250,000 restricted shares of common stock to Mr.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

Kim Thorpe, Senior Vice President and Chief Financial Officer:

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Thorpe agreed to an initial term of five years and that Mr.

Thorpe will receive a base salary of $200,000 per year, subject to increase, but not decrease, at the discretion of the Chief Executive Officer, Mr.

Thorpe will receive a base salary of $200,000 per year, subject to increase, but not decrease, at the discretion of the Chief Executive Officer.

Thorpe’s employment agreement was amended in fiscal 2020 to increase his base salary to $250,000 per year, and again in fiscal 2021 to increase his base salary to $270,000 per year, and to extend the term of the agreement so that it ends on September 30, 2024.

Thorpe is entitled to receive an annual bonus based on criteria to be agreed to by Chief Executive Officer.

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On August 13, 2021, the Company granted 208,333 restricted shares of common stock to Mr.

On August 12, 2020, Mr.

Thorpe employment agreement was amended to increase his base salary to $250,000 per year.

Separately, Mr.

Thorpe also was granted 300,000 restricted shares of common stock.

The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the date of grant.

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Outstanding Equity Awards at Fiscal Year-End

Outstanding Equity Awards at Fiscal Year- End Table

The following table summarizes equity awards granted to Named Executive Officers and directors that were outstanding as of September 30, 2021:

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Director Compensation

Fees Earned or

Paid in Cash ($)

Fees Earned or Paid in Cash ($)

Stock Option Awards ($)

Stock Awards ($)

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Name and Address of Beneficial Owner, Directors and Executive Officers

Beneficial Ownership

Amount and Nature of Beneficial Ownership

Percent of Class (1)

2,091,017 (2)

William Isaac

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Current directors and executive officers as a group (9 individuals)

5% or Greater Holders:

Sabby Volatility Warrant Master Fund, Ltd.,

10,000,000 (11)

Lind Global Macro Fund LP

7,500,000 (12)

Altium Capital Management LP

10,000,000 (13)

Kazazian Asset Management LLC

10,000,000 (14)

Represents less than 1%.

Based on 114,100,455 Common Stock issued and outstanding as of December 22, 2021.

Represents (i) 400,000 shares of Common Stock and (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Does not include 600,000 shares of restricted Common Stock that are subject to cliff vesting on June 15, 2021.

Includes (i)163,987 Common Stock owned by the Darla Moore Trust (ii) 16,667 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Represents (i) 2,052,381 shares of common stock, 218,650 of which are part of the Derek E.

Dewan Living Trust II dated the 27th of July, 2010 of which Ms.

Dewan is the trustee.

Dewan has the sole voting and dispositive power over these shares of common stock.

Also includes (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Does not include 250,000 shares of restricted common stock that cliff vest on August 12, 2024.

Includes (i) 366,420 common shares owned by the Darla Moore Trust (ii) 37,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 37,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days and 50,000 shares of restricted common stock that cliff vest on August 20, 2022.

Represents (i) 197,320 shares of Common Stock and, (ii) 187,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 50,000 shares of restricted common stock that cliff vest on August 20, 2022, and options to purchase 25,000 shares of Common Stock that cliff vest on June 22, 2022.

Represents (i) 193,987 shares of Common Stock and (ii) 190,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 25,000 shares of Common Stock issuable upon the exercise of stock options that are not exercisable within 60 days, 50,000 shares of restricted common stock that cliff vest on August 20, 2022.

Represents (i) 1,527,988 shares of common stock, and (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.

Does not include 100,000 shares of restricted common stock that cliff vest on August 20, 2022.

Represents (i) 109,324 shares of Common Stock, and (ii) 20,000 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 30,000 shares of Common Stock issuable upon the exercise of stock options that are not exercisable within 60 days, 100,000 shares of restricted common stock that cliff vest on August 20, 2022 and 300,000 restricted shares of common stock that vest on August 12, 2023.

Camden was appointed to serve as a member of the Board on March 30, 2020.

Does not include 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Gormly was appointed to serve as a member of the Board on March 30, 2020.

Does not include 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Vetrano was appointed to serve as a member of the Board on March 30, 2020.

Does not include 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Dewan is the trustee of the Derek E.

Dewan Irrevocable Living Trust II Dated the 27th of July, 2010.

Dewan has the sole voting power and sole dispositive power over the 885,715 shares of Common Stock.

C ertain Relationships and Related Transactions, and Director Independence.

Does not include 100,000 and 183,333 shares of restricted common stock that cliff vest on August 20, 2022, and August 12, 2024, respectively.

Represents 192,657 shares of common stock and 30,000 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 20,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days, 100,000 shares of restricted common stock that cliff vest on August 20, 2022, 300,000 shares of restricted common stock that cliff vest on August 12, 2023, and 208,333 shares of restricted common stock that cliff vest on August 12, 2024.

Does not include 25,000 shares of common stock issuable upon exercise of stock options that are not exercisable within 60 days and 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Represents 175,000 shares of common stock.

Does not include 25,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days and 50,000 shares of restricted common stock that cliff vest on June 21, 2023.

Represents 18,000 shares of common stock.

Ownership information is based on a Schedule 13G dated April 16, 2021, and jointly filed by Sabby Management, LLC, Sabby Volatility Warrant Master Fund Ltd.

(“Sabby VWMF”) and Hal Mintz with the Securities and Exchange Commission on April 19, 2021.

Sabby Management, LLC is the investment manager of Sabby VWMF, and shares voting and investment power with respect to these shares in this capacity.

As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby VWMF.

Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein.

The address of principal business office of Sabby VWMF is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458.

Ownership information is based on a Schedule 13G dated April 19, 2021, and jointly filed by Lind Global Macro Fund LP, Lind Global Partners LLC and Jeff Easton with the Securities and Exchange Commission on April 23, 2021.

Lind Global Partners, LLC is the investment manager of Lind Global Macro Fund LP and may be deemed to have sole voting and dispositive power with respect to these shares in this capacity.

As managing member of Lind Global Partners LLC, Jeff Easton may be deemed to have sole voting and dispositive power with respect to these shares.

The address of the principal business office of each of Lind Global Macro Fund LP, Lind Global Partners, LLC and Jeff Easton is 444 Madison Ave, Floor 41, New York, New York 10022.

Ownership information is based on a Schedule 13G dated April 16, 2021, and jointly filed by Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC with the Securities and Exchange Commission on April 26, 2021.

The Fund is the record and direct beneficial owner of the securities covered by this statement.

Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund.

Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

The address of the principal business office of each of Altium Growth Fund LP, Altium Capital Management, LLC and Altium Growth GP, LLC is:

152 West 57th Street, FL 20, New York, NY 10019.

Ownership information is based on a Schedule 13G dated April 14, 2021, and jointly filed by Kazazian Asset Management, LLC, (“Kazazian”), Kazazian Capital Master Fund, L.P.

(the “Fund”), Kazazian Capital Partners, LLC (“General Partner”) and Kirk S.

Kazazian (“Mr.

Kazazian is the investment manager of and may be deemed to indirectly beneficially own securities owned by the Fund.

The General Partner is the general partner of and may be deemed to indirectly beneficially own securities owned by the Fund.

Kazazian and the General Partner are each ultimately owned and controlled by Mr.

Accordingly, Mr.

Kazazian may be deemed to indirectly beneficially own securities beneficially owned by Kazazian and the General Partner.

The Fund is the record and direct beneficial owner of the securities.

The address of the principal business office of each of Kazazian, the Fund, the General Partner and Mr.

c/o Kazazian Capital Partners, LLC, 18975 Collins Avenue, Suite 2402, Sunny Isles Beach, Florida 33160.

Certain Relationships and Related Transactions, and Director Independence.

Director Independence

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Related Party Transactions

Other than as disclosed below, and except for the Thorpe Employment Agreement described in “Executive Compensation”, there have been no transactions since October 1, 2019, or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which any current or former director or officer of the Company, any 5% or greater stockholder of the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

On May 15, 2019, the Company issued and sold to members of its executive management and Board of Directors (the “Investors”) $2,000 in aggregate principal amount of its 8% Notes.

The maturity date of the 8% Notes was on October 3, 2021 (the “Maturity Date”).

The 8% Notes were converted into shares of the Company’s Series C 8% Cumulative Convertible Preferred Stock (“Series C Preferred Stock”) at a conversion price equal to $1.00 per share (subject to adjustment as provided in the 8% Notes upon any stock dividend, stock combination or stock split or upon the consummation of certain fundamental transactions) (the “Conversion Price”).

Interest on the 8% Notes accrued at the rate of 8% per annum and was payable quarterly in non-cash payments-in-kind (“PIK”) in arrears on June 30, September 30, December 31, and March 31, beginning on June 30, 2019, on each conversion date with respect to the 8% Notes (as to that principal amount then being converted), and on the Maturity Date (each such date, an “Interest Payment Date”).

Interest was payable on an Interest Payment Date in shares of Series C Preferred Stock of the Company, which Series C Preferred Stock was valued at its liquidation value.

During fiscal 2019, the Company issued approximately 60,400 shares of Series C Preferred Stock to Investors related to interest of $60,400 on the 8% Notes.

During fiscal 2020, the Company has issued approximately 32,846 shares of Series C Preferred Stock to Investors related to interest of $32,846 on the 8% Notes.

Other than as disclosed below, and except for the Dewan Employment Agreement and Thorpe Employment Agreement, each as defined and described in “Executive Compensation”, there have been no transactions since October 1, 2020 or any currently proposed transaction or series of similar transactions to which the Company was or is to be a party, in which the amount involved exceeds $120,000 and in which any current or former director or officer of the Company, any 5% or greater stockholder of the Company or any member of the immediate family of any such persons had or will have a direct or indirect material interest.

On or about April 19, 2021, six (6) directors and officers of the Company individually acquired shares of the Company’s common stock either by directly participating in the Company’s 2021 follow-on public offering of its common shares, as subscribers, or by purchasing Company common shares in the open market.

These six officers and directors collectively acquired a total of 678,765 shares of the Company’s common stock at that time.

Each of these directors and officers filed a Form 4 for his or her individual purchases.

On June 30, 2020, each of the holders of the 8% Notes other than Ronald R.

1 unchanged sentence

These holders also converted an aggregate of 93 additional shares of Series C Preferred Stock issued or issuable to them into a total of 93,246 shares of Common Stock at the $1.00 per share conversion price stated in the Series C Preferred Stock.

On June 30, 2020, he Company entered into a Repurchase Agreement for Preferred Stock and Subordinated Notes (the “Repurchase Agreement”) with Ronald R.

On June 30, 2020, the Company entered into a Repurchase Agreement for Preferred Stock and Subordinated Notes (the “Repurchase Agreement”) with Ronald R.

Smith”), Thrivent Financial for Lutherans (“Thrivent”), Madison Capital Funding LLC (“Madison”), Maurice R.

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“Audit fees” relate to services for the audit of the Company’s consolidated financial statements for the fiscal year and for reviews of the interim consolidated financial statements included in the Company’s quarterly reports filed with the SEC.

“Audit-related fees” relate to services that are reasonably related to the audit of the Company’s consolidated financial statements and are not included in “audit fees.” These services include audits of the Company’s 401(k) retirement plan and audit procedures and the firm’s consent related to the Company’s registration statement filed on SEC Form S-3 during fiscal 2020.

“Audit-related fees” relate to services that are reasonably related to the audit of the Company’s consolidated financial statements and are not included in “audit fees.” These services include audits of the Company’s 401(k) retirement plan, a special audit of revenue pertaining to one of the Company’s client engagements, and audit procedures and the firm’s consent related to the Company’s registration statement filed on SEC Form S-1 during fiscal 2021.

The Audit Committee’s policy is to pre-approve all audit and non-audit services provided by the independent registered public accounting firm, and to not engage them to perform the specific non-audit services proscribed by law or regulation for independence reasons.

2 unchanged sentences

All fees listed in the table above were approved in accordance with the Audit Committee’s policies.

E xhibits and Financial Statement Schedules.

Exhibits and Financial Statement Schedules.

The following exhibits are filed as part of this report:

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Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Description of Capital Stock dated December 23, 2021.

Incorporated by reference to Exhibit 4.10 to the Company’s Form 10-K filed with the Commission on December 23, 2021.

Key Manager Plan adopted May 22, 1990.

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First Amendment and Waiver to the Loan and Security Agreement between GEE Group Inc.

and Keltic Financial Partners II, LP, dated September 27, 2013 Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on May 20, 2014.

and Keltic Financial Partners II, LP, dated September 27, 2013.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on May 20, 2014.

Convertible Note Issued to Brio Capital Master Fund, Ltd.

39 unchanged sentences

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on September 29, 2016.

1 dated January 20, 2017 to the Stock Purchase Agreement dated as of January 1, 2017 by and among GEE Group.

1 dated January 20, 2017, to the Stock Purchase Agreement dated as of January 1, 2017, by and among GEE Group Inc.

Timothy and Dorothy Timothy.

2 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on January 25, 2017.

Revolving Credit, Term Loan and Security Agreement dated as of March 31, 2017 by and among GEE Group, Inc., (“Parent”) “), each Subsidiary of the Parent listed as a “Borrower” on the signature pages thereto and each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto and PNC Bank, National Association (“PNC”), as administrative agebtn and collateral agent for certain investment funds managed by MGG Investment Group LP (“MGG”).

Revolving Credit, Term Loan and Security Agreement dated as of March 31, 2017 by and among GEE Group Inc., (“Parent”), each Subsidiary of the Parent listed as a “Borrower” on the signature pages thereto and each subsidiary of the Parent listed as a “Guarantor” on the signature pages thereto and PNC Bank, National Association (“PNC”), as administrative agent and collateral agent for certain investment funds managed by MGG Investment Group LP (“MGG”).

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

94 unchanged sentences

Letter Amendment dated as of December 22, 2020, to Revolving Credit, Term Loan and Security Agreement dated as of March 31, 2017, by and among GEE Group Inc., the other Borrowers and Guarantors named therein, the lenders named therein and MGG Investment Group LP, as administrative agent, term loan agent and collateral agent for the lenders named therein.

Loan and Security and Guarantee Agreement, dated as of May 14, 2021, among GEE Group Inc., certain Subsidiaries of GEE Group as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and CIT BANK, N.A., as agent.

Incorporated by reference to Exhibit 10.3 to Form 10-Q filed with the Commission on May 17, 2021.

Pledge Agreement, dated as of May 14, 2021 by and among the Pledgors signatory to the agreement and CIT BANK, N.A., as agent for the Lenders.

Incorporated by reference to Exhibit 10.4 to Form 10-Q filed with the Commission on May 17, 2021.

Amendment No.

to Executive Employment Agreement dated as of August 13, 2021 between GEE Group Inc., and Derek E.

Incorporated by reference to Exhibit 10.1 to Form 10-Q filed on August 16, 2021.

Amendment No.

to Executive Employment Agreement dated as of August 13, 2021 between GEE Group Inc., and Kim Thorpe Incorporated by reference to Exhibit 10.2 to Form 10-Q filed on August 16, 2021.

List of Subsidiaries of the Registrant.

5 unchanged sentences

Certifications for the principal financial officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act and Section 1350 of Chapter 63 of Title 18 of the United States Code.

XBRL Instant Document

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Definition Linkbase Document

XBRL Label Linkbase Document

XBRL Presentation Linkbase Document

Inline XBRL Instant Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Management contract or compensatory plan or arrangement.

26 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures