What changed in this filing

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Item 9A. Controls and Procedures

2022-12-20 compared with 2021-12-23 · 191 added, 447 removed, 446 unchanged (59% of the section changed)

Controls and Procedures.

We carried out an evaluation required by Rule 13a-15 of the Exchange Act under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of the Company’s “disclosure controls and procedures” and “internal control over financial reporting” as of the end of the period covered by this Annual Report.

As of September 30, 2022, the Company's management carried out an evaluation as required by the Securities Exchange Act of 1934, as amended (“the Exchange Act”), of the effectiveness of the design and operations of our disclosure controls and procedures (rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (rules 13a-15(f) and 15d-15(f)).

Based on that evaluation, the Company's Chief Executive Officer and its Principal Financial Officer concluded that the Company's disclosure controls and procedures and internal control over financial reporting were effective as of September 30, 2022.

The evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting included a review of our objectives and processes, implementation by us and the effect on the information generated for use in this Annual Report.

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Based on their evaluation, our Chief Executive Officer and Principal Financial Officer have concluded that our disclosure controls and procedures were effective as of September 30, 2022.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f).

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Accounting and Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the 2013 framework in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors;

Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our Chief Executive Officer and Principal Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

GAAP and includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with U.S.

GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of our management and directors;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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There were no changes in our internal controls over financial reporting during fiscal 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Network Security Incident and Risks

On February 1, 2022, the Company detected and stopped a network security incident.

The senior executive management team was immediately notified who in turn reported the network security incident to the audit committee chairman who has board oversight authority for these types of matters.

The Company’s Audit Committee and Board of Directors have been fully briefed and a special committee of the board was appointed to assist and oversee management in the on-going investigations, response and full remediation of the incident.

The costs of investigating and resolving the incident thus far has been immaterial.

Based on what management and the Company’s third-party cyber security experts have determined in their investigation, the Company also does not foresee this incident having any future material detrimental effect on our business or financial position.

No additional malicious activity has been observed on the network to date.

The Company’s operations were minimally impacted, and we continue to serve our clients without issue.

The Company’s investigation and analysis of the incident are largely completed.

The scope of investigation and analysis of the incident have included identification of vulnerabilities or weaknesses in our security and, also, the design and implementation of additional protective measures and controls to prevent future incidents such as this one.

Based on our current assessments, we also have not identified any material weaknesses in our internal controls, including our disclosure controls and procedures as a result of the incident.

Other Information.

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Chief Executive Officer, Chairman of the Board

Chief Administrative Officer

Chief Operating Officer

Senior Vice President and Chief Financial Officer

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Dewan, former Chairman and Chief Executive Officer (CEO) of Scribe Solutions, Inc.

was elected Chairman of the Board of Directors and CEO of the Company effective April 1, 2015.

Dewan was previously Chairman and CEO of MPS Group, Inc.

was elected Chairman of the Board of Directors and CEO of the Company effective April 1, 2015 in connection with its merger with Scribe Solutions.

Dewan was previously Chairman and CEO of publicly traded MPS Group, Inc.

In January 1994, Mr.

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Dewan’s tenure, including having completed successful secondary stock offerings of $110 million and $370 million, being featured on the Wall Street Journal’s “top performing stock list” for three consecutive years and being included in the Standard and Poor’s (S&P) Mid-Cap 400.

Dewan was instrumental in the sale of MPS Group to the largest staffing company in the world, Adecco Group, for $1.3 billion.

Alex Stuckey – Chief Administrative Officer

In 2010, he was instrumental in the sale of MPS Group to the largest staffing company in the world, Adecco Group, for $1.3 billion.

Dewan was previously a CPA and partner of the international accounting firm, Coopers & Lybrand (a predecessor firm to PricewaterhouseCoopers LLP).

Alex Stuckey – Chief Operating Officer

Stuckey became the Company’s Chief Administrative Officer on April 10, 2017.

He joined the Company in April 2015 as its Chief Operating Officer and President and served in those positions until April 10, 2017.

On August 26, 2022, Mr.

Stuckey was re-appointed as the Company’s Chief Operating Officer.

Prior to its acquisition by the Company, Mr.

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His efforts led to a successful stock sale of Fire Fighters to Cintas.

Stuckey also has extensive experience in banking and finance, which he obtained after a successful career at Barnett Bank as a special assets officer.

Stuckey also has extensive experience in banking and finance, which he obtained after a successful career at Barnett Bank as a special assets officer, and currently serves as a director/executive of Castleworks Home Services Company, a provider of residential home services.

Stuckey graduated from Florida State University with a bachelor’s in Entrepreneurship and Business Enterprises.

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Thorpe holds a BSBA in Accounting from the University of Florida and is a Certified Public Accountant.

Isaac – Director

Isaac joined the Company as a director in June 2015 and is a senior managing director of FTI Consulting, Inc.

(“FTI”) and serves as Global Head of FTI’s Financial Institutions practice.

Isaac also is a former Chairman of the United States Federal Deposit Insurance Corporation (“FDIC”).

He has significant experience as a director on the boards of several public and private companies, including having served as a director of publicly traded MPS Group, Inc.

MPS), which was one of the largest staffing companies in the U.S.

and was sold to the largest staffing firm in the world, Adecco Group for $1.3 billion in 2010.

Isaac has extensive experience in business, finance, and governance.

In 1986, he founded The Secura Group, a leading financial institution consulting firm and operated the business until it was acquired by FTI in 2011.

Prior to forming Secura, Mr.

Isaac served as a Chairman of the FDIC during the banking crisis of the 1980s, under Presidents Carter and Reagan from 1978 through 1985.

Isaac served as chairman of the FDIC during one of the most tumultuous periods in US banking history.

Some 3,000 banks and thrifts failed during the 1980s, including Continental Illinois and nine of the ten largest banks in Texas.

The President appointed Mr.

Isaac to the board of the FDIC at the age of 34, making him the youngest FDIC board member and chairman in history.

Isaac also served as chairman of the Federal Financial Institutions Examination Council (1983-85), as a member of the Depository Institutions Deregulation Committee (1981–85), and as a member of the Vice President’s Task Group on Regulation of Financial Services (1984).

Isaac currently serves as a member of the board of TSYS, a leading worldwide payments system processing company, and is the former Chairman of Fifth Third Bancorp, one of the nation’s leading banking companies.

Isaac is a former member of the boards of Trans Union Corporation:

The Associates prior to its sale to Citigroup and Amex Centurion Bank.

He is involved extensively in thought leadership relating to the financial services industry.

Isaac is the author of Senseless Panic:

How Washington Failed America with a foreword by legendary former Federal Reserve Chairman Paul Volcker.

Senseless Panic provides an inside account of the banking and S&L crises of the 1980s and compares that period to the financial crisis of 2008-2009.

Isaac’s articles are published in the Wall Street Journa l, Washington Post , New York Times , American Banker , Forbes , Financial Times , Washington Times , and other leading publications.

He also appears regularly on television and radio, testifies before Congress, and is a frequent speaker before audiences throughout the world.

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

Isaac is involved with several charitable and not for profit organizations including current and past service on the OSU Foundation Board, member of the OSU “Presidents Club”, former Trustee of the Miami University Foundation Board and a member the University’s “Business Advisory Council”, Goodwill Industries and the Community Foundation of Sarasota, FL.

Darla Moore – Director

Moore joined the Company as a director in June 2018.

Moore is the Founder and Chair of the Palmetto Institute, a nonprofit think-tank aimed at bolstering per capita income in South Carolina.

Until 2012, Ms.

Moore was the Vice President of Rainwater, Inc., a private investment company.

Moore is also the founder and chair of the Charleston Parks Conservancy, a foundation focused on enhancing the parks and public spaces of the City of Charleston.

Moore is the first woman to be profiled on the cover of Fortune magazine and has been named to the list of the Top 50 Most Powerful Women in American Business.

Moore has served on numerous corporate and philanthropic boards, including Hospital Corporation of America (HCA), Martha Stewart Living Omnimedia, The South Financial Group, MPS Group, the National Advisory Board of JP Morgan, the National Teach for America Board of Directors, the Board of Trustees of the New York University Medical School and Hospital and the University of South Carolina Board of Trustees.

Moore was formerly a managing director of Chemical Bank (now a part of JP Morgan Chase) and currently serves on the Culture Shed Board.

The University of South Carolina’s business school is named in her honor, the first business school in America named for a woman.

Moore is a recipient of the Business Person of the Year Award from the South Carolina Chamber of Commerce and was inducted into the South Carolina Business Hall of Fame.

Currently, she serves as Chairman of the Darla Moore and Richard Rainwater Foundation.

Moore is a graduate of the University of South Carolina and holds an M.B.A.

from George Washington University.

Tanous – Director

Tanous joined the Company as a director in May 2015.

Tanous is Chairman of Lynx Investment Advisory of Washington D.C., an SEC registered investment advisory firm, and an accomplished author on the topics of economics and investments.

Tanous is Chairman Emeritus of Lynx Investment Advisory of Washington D.C., an SEC registered investment advisory firm, and an accomplished author on the topics of economics and investments.

He has served on several boards of directors of public and private companies, including MPS Group, Inc.

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He served for ten years as executive vice president and a director of Bank Audi (USA) in New York and was earlier chairman of Petra Capital Corporation in New York.

A graduate of Georgetown University, he serves on the university’s investment committee and as a member of the Georgetown University Library Board.

A graduate of Georgetown University, he has served on the university’s investment committee and as a member of the Georgetown University Library Board.

Tanous’ book, Investment Gurus, published by Prentice Hall in 1997, received wide critical acclaim in financial circles and was chosen as a main selection of The Money Book Club.

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Arthur Laffer, the “Father of Supply Side Economics” and Stephen Moore, former Wall Street Journal writer and editorial board member) The End of Prosperity, published by Simon & Schuster in October 2008.

His most recent book, Debt, Deficits and the Demise of the American Economy , co-authored with Jeff Cox, finance editor at CNBC, was published by Wiley in May 2011.

In addition to Georgetown University, Tanous serves on several investment committees including St.

His most recent book, The Pure Equity Plus Plan, was published by Advantage Press in 2021.

In addition to Georgetown University, Tanous has served on several investment committees including St.

Jude Children’s Research Hospital and Lebanese American University.

Tanous served as chairman of the board of trustees of Lebanese American University and continues to serve as a trustee.

Tanous’ experience as a corporate director also includes having served on the board of directors of MPS Group.

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Tanous has also served on the board of Cedars Bank, Los Angeles, a California state commercial bank with branches in Orange County and San Francisco, and as a director at WorldCare Ltd., Cambridge, Mass, a company in the field of health care services and telemedicine diagnostics.

Moore – Director

Moore joined the Company as a director in June 2018.

Moore is the Founder and Chair of the Palmetto Institute, a nonprofit think-tank aimed at bolstering per capita income in South Carolina.

She is also the founder and chair of the Charleston Parks Conservancy, a foundation focused on enhancing the parks and public spaces of the City of Charleston.

Until 2012, Ms.

Moore was the Vice President of Rainwater, Inc., a private investment company.

Moore is the first woman to have been profiled on the cover of Fortune magazine and has been named to the list of the Top 50 Most Powerful Women in American Business.

She was formerly a managing director of Chemical Bank, the predecessor of JP Morgan and currently serves on the Board of Directors of The Shed, a cultural institution in New York City, the Lebanese American University of Beirut, the Santa Fe Institute, and Oxbow Carbon, in addition to GEE Group Inc.

The University of South Carolina’s business school is named in her honor, the first business school in America named for a woman.

Moore received the Business Person of the Year Award from the South Carolina Chamber of Commerce and was inducted into the South Carolina Business Hall of Fame.

Moore and Condoleezza Rice are the first women members of Augusta National Golf Club.

A graduate of the University of South Carolina, she holds an M.B.A.

from George Washington University.

Currently, Ms.

Moore serves as Chairman of the Darla Moore Foundation.

William “Bill” Isaac – Director

Isaac joined the Company as a director in June 2015 and is currently Chairman and principal owner of two premier consulting firms, Secura/Isaac and Blue SaaS Solutions.

Isaac is a former Chairman of the United States Federal Deposit Insurance Corporation (“FDIC”).

President Carter appointed Mr.

Isaac to the board of the FDIC at the age of 34, and President Reagan named him Chairman of the FDIC two years later, making him the youngest FDIC board member and Chairman in history.

Isaac served with distinction as FDIC Chairman during one of the most tumultuous periods in U.S.

banking history.

Isaac has significant experience as a director on the boards of several public and private companies and currently serves as a member of the boards of directors of Emigrant Bank and New York Private Bank & Trust and serves as Chairman of Sarasota Private Trust and Cleveland Private Trust.

He also has served as Chairman of the Board of Fifth Third Bancorp, one of the nation’s leading banks, and worked as Senior Managing Director at FTI Consulting from 2011 to 2019.

Isaac also is a former board member at TSYS, a leading payment processing company that today is part of Global Payments, and has served on the boards of Amex Bank, The Associates (a finance company formerly owned by Ford Motor Company), credit reporting company TransUnion and former global staffing firm, MPS Group.

Isaac is the author of Senseless Panic:

How Washington Failed America with a foreword by legendary former Federal Reserve Chairman Paul Volcker.

Senseless Panic provides an inside account of the banking and S&L crises of the 1980s and compares that period to the financial crisis of 2008-2009.

Isaac’s articles are published in the Wall Street Journal, Washington Post, New York Times, American Banker, Forbes, Financial Times, Washington Times, and other leading publications.

He appears regularly on television and radio, testifies before Congress, and is a frequent speaker before audiences throughout the world.

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

Before his appointment to the FDIC, Bill Isaac served as vice president, general counsel and secretary of First Kentucky National Corporation and its subsidiaries, including First National Bank of Louisville and First Kentucky Trust Company.

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

He is a former member of the Board of Directors of the Miami University Foundation and is a Life Member of the Board of Directors of The Ohio State University Foundation.

Isaac is involved with several charitable and not for profit organizations and in 2016, co-founded with his former classmate, the William Isaac & Michael Oxley Center for Business Leadership at Miami University.

Carl Camden – Director

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Camden serves on the Board of Trustees of The Conference Board and is Co-Chair of the Policy and Impact Committee for the Committee for Economic Development.

He also serves on the Board of Directors of TopBuild, a leading installer and distributor of insulation products in the U.S.

construction industry.

Previously, Mr.

Camden has served on the Board of Directors for a regional branch of the Federal Reserve Bank of Chicago, the Labor Advisory Council for the Federal Reserve Bank, the Advisory Committee on Employee Welfare and Pension Benefits (ERISA Advisory Council), and the Board of Visitors of Duke University Fuqua School of Business.

Camden has served on the Board of Directors for a regional branch of the Federal Reserve Bank of Chicago, the Labor Advisory Council for the Federal Reserve Bank, the Advisory Committee on Employee Welfare and Pension Benefits (ERISA Advisory Council), the Board of Visitors of Duke University Fuqua School of Business, and the Board of Directors of TopBuild, a leading installer and distributor of insulation products in the U.S.

construction industry.

He is also a former member of the Board of Trustees for the University of Detroit Mercy, the Detroit Medical Center Board, and the Detroit Chamber Board.

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The Company’s independent directors bring experience, oversight, and expertise from outside the company and industry, while the management brings company-specific experience and expertise.

The Board of Directors believes that a board of directors combined with independent board members and management is in the best interest of shareholders because it promotes strategy development and execution and facilitates information flow between management and the Board of Directors, which are essential to effective governance.

The Board believes that a board of directors combined with independent board members and management is in the best interest of shareholders because it promotes strategy development and execution and facilitates information flow between management and the Board, which are essential to effective governance.

The Board of Directors does not have a lead independent director.

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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 seven meetings during fiscal 2021.

The Board of Directors held six meetings during fiscal 2022.

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.

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

Instead, in evaluating candidates to serve on the Company’s Board of Directors, consideration is given to the level of experience, financial literacy, and business acumen of the candidate.

The Nominating Committee held one meeting during fiscal 2022.

In evaluating candidates to serve on the Company’s Board of Directors, consideration is given to the level of experience, financial literacy and business acumen of the candidate.

In addition, qualified candidates for director are those who, in the judgment of the Nominating Committee, have significant decision-making responsibility, with business, legal or academic experience.

The Nominating Committee will consider recommendations for Board of Directors candidates that are received from various sources, including directors and officers of the Company, other business associates and shareholders, and all candidates will be considered on an equal basis, regardless of their gender, race, ethnicity, religious beliefs, or other such criteria.

Shareholders may contact the Nominating Committee to make such recommendations by writing in care of the Secretary of the Company, at 7751 Belfort Road, Suite 150, Jacksonville, FL 32256.

Submissions must be in accordance with the Company’s By-Laws and include;

(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 two non-employee, independent directors:

Darla Moore (Chairwoman) and William Isaac.

Submissions must be in accordance with the Company’s amended and restated By-Laws and include:

(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;

(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), William Isaac and Peter Tanous.

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

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

A copy of the Nominating Committee Charter was attached as an appendix to the proxy statement prepared in connection with the January 21, 2011, Annual Meeting of Shareholders.

Audit Committee

The Audit Committee is primarily concerned with the effectiveness of the Company’s accounting policies and practices, its financial reporting, and its internal accounting controls.

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 during fiscal 2021.

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 Company’s 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 met seven times and executed one unanimous consent during fiscal 2022.

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

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

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

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.

Isaac, and Mr.

Gormly each are considered an “audit committee financial expert” as defined by rules of the SEC.

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

A copy of the Audit Committee Charter is attached to the form 10-Q filed with the SEC on February 16, 2016.

Compensation Committee

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

The Compensation Committee has the sole responsibility for approving and evaluating the director and executive 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 to date.

The Compensation Committee met two times during fiscal 2021.

The Compensation Committee met four times and executed two unanimous consents during fiscal 2022.

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.

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If requested by the Committee, the Chief Executive Officer may provide recommendations regarding the compensation of the other officers.

The Compensation Committee has the authority to retain compensation consultants.

During fiscal 2022, the Company engaged independent compensation consultants to perform a compensation study and analysis of the annual compensation of its executives.

The Compensation Committee assessed the independence of the compensation consultants based on the specific criteria under applicable SEC rules and determined that no conflict of interest is raised by the compensation consultants work for the Compensation Committee.

The study included relevant market data, various peer group comparisons, and best practices and comparisons of the amounts and components of the Company’s executive pay to its top three executives with those of several comparable companies.

Upon completion of its study, the independent consulting firm presented its findings and recommendations to the Company and its Compensation Committee.

With the benefit of the findings, recommendations and other inputs provided by the independent consultants, the Company drafted a formal Annual Incentive Compensation Program, which was reviewed and approved by the Compensation Committee and the Company’s board of directors.

The Compensation Committee also has the responsibility to make recommendations to the Board of Directors regarding the compensation of directors.

The Board of Directors has assessed the risks that could arise from our employee compensation policies and does not believe that such policies are reasonably likely to have a materially adverse effect on the Company.

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

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The Mergers and Acquisition Committee is presently composed of one employee and one non-employee, independent director:

Dewan (Chairman) and William M.

Dewan (Chairman) and William Isaac.

Corporate Governance Committee

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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.

William Isaac (Chairman) and Peter Tanous.

The Corporate Governance Committee met once during fiscal 2022.

Shareholder Communications

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The Code of Ethics is designed to deter wrongdoing, to promote the honest and ethical conduct of all employees and to promote compliance with applicable governmental laws, rules, and regulations.

We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code of Ethics or waivers from any provision thereof applicable to our principal executive officer, our principal financial and accounting officer by posting such information on our website pursuant to SEC rules.

We intend to satisfy the disclosure requirements under applicable SEC rules relating to amendments to the Code of Ethics or waivers from any provision thereof applicable to our Chief Executive Officer, our Principal Financial and Accounting officer by posting such information on our website pursuant to SEC rules.

There were no such amendments of or waivers to any of the Company’s policies and procedures outlined under its Code of Ethics during fiscal 2022.

Our Code of Ethics was attached as an exhibit to our Form 10-K filed with the SEC on March 29, 2013.

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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 principal administrative officer.

The following table summarizes total compensation to named executive officers including principal executive officer, principal financial and accounting officer, and principal operating 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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Option Awards

NonEquity Incentive Plan Compensation ($)

Non-Equity Incentive Plan Compensation ($)

Nonqualified Deferred Compensation Earnings

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Chief Executive Officer

Chief Administrative Officer

Chief Financial Officer and Senior Vice President

_____________

Chief Operating Officer

Senior Vice President and Chief Financial Officer

Employment and Change in Control Agreements

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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.

Alex Stuckey, Chief Operating Officer:

On June 1, 2018, the Company and Mr.

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

Stuckey’s service as Chief Administrative Officer of the Company (the “Stuckey Employment Agreement”).

On August 26, 2022, Mr.

Stuckey was re-appointed as the Company’s Chief Operating Officer.

The Company and Mr.

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

Stuckey will receive a base salary of $220,000 per year, subject to increase, but not decrease, at the discretion of the Board.

Stuckey’s annual salary was increased as of August 15, 2021 to a base salary of $250,000 per year.

The Company and Mr.

Stuckey have agreed that Mr.

Stuckey shall be eligible to receive Incentive Compensation that shall be determined by the Chief Executive Officer or the Board.

Stuckey is 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.

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

On August 13, 2021, the Company granted 183,333 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.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Stuckey became fully vested.

Kim Thorpe, Senior Vice President and Chief Financial Officer:

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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.

Alex Stuckey, Chief Administrative Officer:

On June 1, 2018, the Company and Mr.

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

Stuckey’s service as Chief Administrative Officer of the Company (the “Stuckey Employment Agreement”).

The Company and Mr.

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

Stuckey will receive a base salary of $220,000 per year, subject to increase, but not decrease, at the discretion of the Board.

In addition, the Company and Mr.

Stuckey have agreed that Mr.

Stuckey shall be eligible to receive Incentive Compensation that shall be determined by the Chief Executive Officer or the Board.

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

On August 13, 2021, the Company granted 183,333 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.

On August 21, 2022, 100,000 restricted shares of common stock previously granted to Mr.

Thorpe became fully vested.

Annual Incentive Compensation Program Adopted in Fiscal 2022

The Bonus Awards presented in the Summary Compensation Table for Messrs.

Dewan, Stuckey and Thorpe for fiscal 2022 were accrued but unpaid as of September 30, 2022;

but were subsequently paid on December 2, 2022 following determination of the final amounts and approval by the Company’s Compensation Committee and Board of Directors.

During fiscal 2022, the Company engaged independent compensation consultants to perform a compensation study and analysis of the annual compensation of its executives.

The study included comparisons of the amounts and components of the Company’s executive pay to its top three executives with those of several comparable companies.

The Company and its Compensation Committee received a report from the independent compensation consultant outlining its findings and recommendations.

With the benefit of the independent consultant’s reported findings and recommendations, the Company drafted a formal Annual Incentive Compensation Program (“AICP”), which was reviewed and approved by the Compensation Committee and the Company’s board of directors.

The AICP includes a performance based short term incentive (“STI”), and a partially performance based long term incentive (“LTI”) compensation component.

The STI portion is payable in the form of annual cash bonuses and the LTI portion if payable in equity-based compensation in the form of restricted stock.

Grants under the LTI component are to be granted under the Company’s 2013 Incentive Stock Plan and are further comprised of two components;

one that vests based on time passed alone, and a second that vest over time but also based on future performance.

The overall structure, design and other key components of the AICP were initially reviewed by the Compensation Committee during several meetings in 2022 and were presented to and approved by the Company’s Board of Directors at its annual meeting held on August 26, 2022.

Additional details regarding the AICP, including the pro forma results expected for fiscal year 2022, and projected targets for fiscal 2023, were reviewed and approved by the Compensation Committee and the Company’s Board of Directors at a special teleconference meeting on September 22, 2022.

The approvals were conditioned upon final determination of the Company’s results for fiscal 2022, including actual AICP performance measures for fiscal 2022, and the approval of final financial plans for fiscal 2023, including performance targets for the fiscal 2023 AICP.

Option Awards

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The following table summarizes equity awards granted to named executive officers and directors that were outstanding as of September 30, 2022:

Option Awards

Number of Securities Underlying Unexercised Options:

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# Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unearned and Unexercisable Options:

Option Exercise Price $

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Market Value of Shares or Units of Stock That Have Not Vested $

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested #

Equity Incentive Plan Awards:

Market of Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested $

Derek Dewan, Chief Executive Officer

Alex Stuckey, Chief Administrative Officer

Kim Thorpe, Chief Financial Officer and Senior Vice President

Alex Stuckey, Chief Operating Officer

Kim Thorpe, Senior Vice President and Chief Financial Officer

Retirement Benefits

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Compensation of Directors

Beginning July 2020, members of the Board of Directors are paid cash compensation each quarter in the amount of $5,000 for their attendance/participation.

As of July 2020, members of the Board of Directors are paid cash compensation each quarter in the amount of $5,000 for their attendance/participation.

Also, non-executive Committee Chairpersons receive an additional $1,000 per quarter for their committee meeting.

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The following table sets forth information concerning the compensation paid to each of the non-employee directors during fiscal 2022:

Director Compensation

Fees Earned or Paid in Cash ($)

Stock Option Awards ($)

Stock Awards ($)

Matthew Gormly

Thomas Vetrano

Option Awards

The option awards column represents the fair value of the stock options as measured on the grant date.

The methods and assumptions used to determine the fair value of stock options granted are disclosed in Note 12 in the notes to consolidated financial statements in the Company’s Annual Report for fiscal 2021.

Beginning October 1, 2022, non-executive members of the Board of Directors are paid cash compensation each quarter in the amount of $12,500 for their attendance/participation.

Also, non-executive Committee Chairpersons receive an additional $1,875 per quarter for their services as committee chairs.

In addition, non-executive members of the Board of Directors are to be granted 50,000 non-qualified stock options each annually, which shall be considered fully vested at the time of grant and have their respective strike prices set at the closing price of the Company’s common shares as reported by the NYSE American on the date of grant.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

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Name and Address of Beneficial Owner, Directors and Executive Officers

Amount and Nature of Beneficial Ownership

Amount and Nature of

Beneficial Ownership

Percent of Class (1)

2,091,017 (2)

William Isaac

1,566,624 (6)

Matthew Gormly

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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)

Raffle Associates, L.P.

*Represents less than 1%.

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

Also does not include 537,182 shares of restricted stock that were granted on December 2, 2022 comprised of;

221,518 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 315,664 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Includes (i) 416,420 common shares owned by the Darla Moore Trust (ii) 112,500 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.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 247,320 shares of Common Stock and, (ii) 262,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 243,987 shares of Common Stock and (ii) 265,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.

Does not include 12,500 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days.

Represents (i) 1,627,988 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 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 183,333 shares of restricted common stock that cliff vest on and August 12, 2024.

Also does not include 383,701 shares of restricted stock that were granted on December 2, 2022 comprised of;

158,227 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 225,474 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Represents (i) 292,657 shares of common stock and (ii) 40,000 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 10,000 shares of common stock issuable upon the exercise of stock options that are not exercisable within 60 days, 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.

Also does not include 414,398 shares of restricted stock that were granted on December 2, 2022 comprised of;

170,886 shares that vest on an annual pro-rata basis on each the subsequent three (3) anniversary dates of the grant, and 243,512 shares that also vest over this same period, but for which the annual amounts that would otherwise vest are also subject to the achievement of performance based measures.

Represents 62,500 shares of common stock issuable upon the exercise of options that are exercisable within 60 days.

Does not include 12,500 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.

Represents (i) 175,000 shares of common stock and (ii) 62,500 shares issuable upon the exercise of options that are exercisable within 60 days.

Does not include 12,500 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 June 21, 2023.

Represents 18,000 shares of common stock.

Represents (i) 18,000 shares of common stock and (ii) 62,500 shares issuable upon the exercise of options that are exercisable within 60 days.

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.

Ownership information is based on a Form 13F dated September 30, 2022 and filed by Raffles Associates LP with the Securities and Exchange Commission on November 14, 2022.

The address of principal business office of Raffles Associates LP is 5 Penn Plaza, 19th Floor, New York NY 10001.

Certain Relationships and Related Transactions, and Director Independence.

Director Independence

Our Board of Directors is responsible to make independence determinations annually with the assistance of the Nominating Committee.

Such independence determinations are made by reference to the independence standards under the definition of “independent director” included in the NYSE American Listed Company Manual.

Our Board of Directors is responsible to make independence determinations annually with the assistance of the Nominating and Corporate Governance Committees.

Such independence determinations are made by reference to the independence standards under the definition of “independent director” under the NYSE American Listed Company Manual.

Our Board of Directors has affirmatively determined that William Isaac, Darla Moore, Carl Camden, Matthew Gormly, Thomas Vetrano, and Peter Tanous satisfy the independence standards under the NYSE American Listed Company Manual.

In addition to the independence standards provided in the NYSE American Listed Company Manual, our Board of Directors has determined that each director who serves on our Audit Committee satisfies standards established by the SEC providing that, in order to qualify as “independent” for the purposes of membership on that committee, members of audit committees may not (1) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation or (2) be an affiliated person of the Company or any of its subsidiaries.

In addition to the independence standards provided in the NYSE American Listed Company Manual, our Board of Directors has determined that each director who serves on our Audit Committee satisfies standards established by the SEC providing that, in order to qualify as “independent” for the purposes of membership on that committee, members of audit committees may not (i) accept directly or indirectly any consulting, advisory or other compensatory fee from the Company other than their director compensation or (ii) be an affiliated person of the Company or any of its subsidiaries.

The Board of Directors has also determined that each member of the Compensation Committee satisfies the NYSE American standards for independence of Compensation Committee members.

Related Party Transactions

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.

Other than as disclosed below, and except for the Dewan, Stuckey and Thorpe Employment Agreements, 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.

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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.

Smith converted the $1,000 aggregate principal amount of 8% Notes held by them to an aggregate of 1,000 shares of Series C Preferred Stock which were immediately and simultaneously converted into 1,000 shares of Common Stock at the $1.00 per share conversion price stated in the 8% Notes and in the Series C Preferred Stock.

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, 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.

Harrison IV, Peter Langlois, Vincent Lombardo and Shane Parr (collectively with Smith, Thrivent and Madison, the “SNI Group Members” pursuant to which the SNI Group Members agreed to allow the Company to repurchase and settle all of the 9.5% Convertible Subordinated Notes (the “9.5% Notes”), Series B Convertible Preferred Stock, no par value (“Series B Preferred Stock”), “8% Notes and Series C Preferred Stock held by each of them.

Pursuant to the Repurchase Agreement, Mr.

Smith agreed to accept an aggregate amount of $520 in cash in consideration for the purchase by the Company of the $1,000 aggregate principal amount of 8% Notes held by him and an aggregate amount of $37 in cash in consideration for the purchase by the Company of the 71 shares of Series C Preferred Stock held by him.

The Company consummated the repurchase of the 8% Notes and Series C Preferred Stock held by Mr.

Smith on June 30, 2020.

Pursuant to the Repurchase Agreement, the holders of the Series B Preferred Stock agreed to accept an aggregate amount of $2,894 in cash in consideration for the purchase by the Company of all 5,566 currently outstanding shares of Series B Preferred Stock held by them.

This amount included 4,184 shares of Series B Preferred Stock held by Mr.

Smith for which he received an aggregate purchase price of $2,176.

The Company consummated the repurchase of the Series B Preferred Stock on June 30, 2020.

In addition, pursuant to the Repurchase Agreement, the holders of the 9.5% Notes agreed to accept an aggregate amount of $1,115 in cash in consideration for the purchase by the Company of the entire $12,500 aggregate principal amount of the 9.5% Notes held by them.

The Company consummated the repurchase of the 9.5% Notes on June 30, 2020.

In connection with the Repurchase Agreement, the Company and the SNI Group Members entered into a Registration Rights Agreement dated as of June 30, 2020 (the “Registration Rights Agreement”).

Pursuant to the terms of the Registration Rights Agreement, the Company agreed to file an initial registration statement with respect to the resale of shares of Common Stock currently owned by the SNI Group members that are “Registrable Securities” (as defined in the Registration Rights Agreement) on or prior to July 31, 2020.

In addition, the Company has agreed that it shall, on one occasion, on or after September 30, 2020, and upon the written request of the holders of 51% or more of the Registrable Securities, file a registration statement with respect to the Registrable Securities held by such holders.

The demanding holders may require, in connection with the registration, that such demand registration take the form of an underwritten public offering of such Registrable Securities.

The Registration Rights Agreement also provides that for a period of three years after the closing date of the Restructuring, the holders of Registrable Securities shall have piggyback registration rights with respect to all registration statements filed by the Company (other than those on Form S-4 or Form S-8).

Principal Accountant Fees and Services.

The Audit Committee of the Company’s Board of Directors has selected Friedman, LLP to serve as the Company’s independent registered public accounting firm and to audit the Company’s consolidated financial statements for the fiscal years ending September 30, 2021 and 2020.

Friedman LLP has served as the Company’s independent registered public accounting firm since November 29, 2012.

The following table presents fees billed by Friedman, LLP for the following professional services rendered for the Company for the fiscal years ended September 30, 2021 and 2020:

The Independent Registered Public Accounting Firm is FORVIS, LLP (“FORVIS”) (PCAOB Firm ID No.

686 ) located in Tampa, Florida.

On April 12, 2022, the Audit Committee of the Company’s Board of Directors engaged FORVIS (formerly known as Dixon Hughes Goodman LLP) to serve as the Company’s independent registered public accounting firm and to audit the Company’s consolidated financial statements for the fiscal year ended September 30, 2022.

Friedman, LLP (“Friedman”) was the predecessor to FORVIS, having served as the Company’s independent registered public accounting firm since November 29, 2012 through the fiscal year ended September 30, 2021, and first fiscal quarter of the fiscal year ended September 30, 2022.

The following table presents fees billed by FORVIS and Friedman for the following professional services rendered for the Company for the fiscal years ended September 30, 2022 and 2021, respectively:

Fiscal 2022 (1)

Audit-related fees

All other fees

“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, 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.

Values presented for fiscal 2022 include only fees billed by FORVIS.

Friedman performed services for the company during the first fiscal quarter ended December 31, 2022, has re-issued their opinion on the fiscal 2021 consolidated financials included herein, and is providing their consent on this annual filing.

Fees incurred in relation to these services totaled $52,000 in fiscal 2022.

“Audit fees” relate to services for the audit of the Company’s consolidated financial statements for the fiscal years and for reviews of the interim consolidated financial statements as well as providing consents for the inclusion of the Audit Firm’s reports in SEC registration statements and filings.

“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 a special audit of revenue pertaining to one of the Company’s client engagements which include the Audit Firm’s reports.

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.

At or just prior to the beginning of each fiscal year, the Audit Committee meets with the independent registered public accounting firm and approves the fees and services to be performed for the ensuing year.

On at least an annual basis, the Audit Committee reviews fees billed for all services provided for the year to date, and it pre-approves additional services if necessary.

The Audit Committee’s pre-approval policies allow management to engage the independent registered public accounting firm for consultations on tax or accounting matters up to an aggregate of $10,000 annually.

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Description of Exhibit

Securities Purchase and Tender Offer Agreement dated March 30, 2009, by and among GEE Group Inc.

and PSQ, LLC.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated March 30, 2009, Commission File No.

Acquisition of Assets of On-Site Services dated June 2.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated June 8, 2010, File No.

Financial Statements of On-Site Services dated August 16, 2010, Incorporated by reference to Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 to the Company’s Current Report on Form 8-K dated August 16, 2010, File No.

Agreement and Plan of Merger dated as of March 31, 2017 by and among GEE Group Inc., an Illinois corporation, GEE Group Portfolio, Inc., a Delaware corporation, SNI Holdco Inc., a Delaware corporation, Smith Holdings, LLC a Delaware limited liability company, Thrivent Financial for Lutherans, a Wisconsin corporation, organized as a fraternal benefits society, Madison Capital Funding, LLC, a Delaware limited liability company and Ronald R.

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Incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 8-A/A filed with the Securities and Exchange Commission on March 31, 2009, Commission File No.

Subordinated Nonnegotiable Promissory Note dated October 4, 2015, from GEE Group Inc.

to William Daniel Dampier and Carol Lee Dampier.

Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Promissory Note dated October 2, 2015, from GEE Group Inc.

to JAX Legacy – Investment 1, LLC.

Incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Form of Contingent Promissory Note issuable by the Company.

Timothy and Dorothy Timothy.

Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2016.

Form of Subordinated Promissory Note dated January 20, 2017, issued by GEE Group Inc.

Timothy and Dorothy Timothy.

Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on January 25, 2017.

Form of 10% Convertible Subordinated Note dated April 3, 2017, from GEE Group Inc.

to JAX Legacy – Investment 1, LLC.

Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Form of 9.5% Convertible Subordinated Note due October 3, 2021.

Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Form of 8% Convertible Subordinated Note due October 3, 2021.

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.

Incorporated by reference to Exhibit 10(h) to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 1990, Commission File No.

GEE Group Inc.

1995 Stock Option Plan.

Incorporated by reference to Exhibit 4.1 to the Company’s Form S-8 Registration Statement dated April 25, 1995, Registration No.

Second Amended and Restated GEE Group Inc.

1997 Stock Option Plan.

Incorporated by reference to Exhibit 10.03 to the Company’s Annual Report on Form 10-K filed with the SEC on January 8, 2010 .

GEE Group Inc.

1999 Stock Option Plan.

Incorporated by reference to Exhibit 10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 1999, Commission File No.

Chief Executive Officer Bonus Plan adopted September 24, 2001.

Incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2001, Commission File No.

Operational Vice President Bonus Plan effective for fiscal years beginning on or after October 1, 2004.

Incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-QSB for the quarterly period ended December 31, 2004, Commission File No.

Form of stock option agreement under the GEE Group Inc.

1997 Stock Option Plan.

Incorporated by reference to Exhibit 99.01 to the Company’s current report on Form 8-K dated September 25, 2006, Commission File No.

Chief Executive Officer Bonus Plan Amendment 1, effective for fiscal years beginning on or after October 1, 2006.

Incorporated by reference to Exhibit 10.01 to the Company’s quarterly report on Form 10-QSB for the quarterly period ended December 31, 2006, Commission File No.

Form of director stock option agreement under the Amended and Restated GEE Group Inc., 1997 Stock Option Plan.

Incorporated by reference to Exhibit 10.15 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007, Commission File No.

Form of stock option agreement under the GEE Group Inc.

1999 Stock Option Plan.

Incorporated by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007, Commission File No.

Form of indemnity agreement with directors and officers, adopted November 19, 2007.

Incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-KSB for the fiscal year ended September 30, 2007, Commission File No.

Escrow Agreement, dated as of March 30, 2009, by and among GEE Group Inc., PSQ, LLC and Park Avenue Bank, as escrow agent.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated March 30, 2009, Commission File No.

Consulting Agreement, dated as of March 30, 2009, by and among Herbert F.

Imhoff, Jr., GEE Group Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated March 30, 2009, Commission File No.

Registration Rights Agreement, dated as of March 30, 2009, by and between GEE Group Inc., PSQ, LLC and Herbert F.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated March 30, 2009, Commission File No.

Amendment No.

1, dated as of June 22, 2009, to Consulting Agreement, dated as of March 30, 2009, by and among Herbert F.

Imhoff, Jr., GEE Group Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated June 22, 2009, Commission File No.

Employment Agreement between GEE Group Inc.

Yauch, dated June 26, 2009.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated June 22, 2009, Commission File No.

Employment Agreement between GEE Group Inc.

and Marilyn L.

White, dated June 26, 2009.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated June 22, 2009, Commission File No.

Form of director stock option under the Second Amended and Restated GEE Group Inc., 1997 Stock Option Plan.

Incorporated by reference to Appendix A to the Company’s Definitive Information Statement filed with the SEC on October 16, 2009.

Form of employee stock option under the Second Amended and Restated GEE Group Inc.

1997 Stock Option Plan.

Incorporated by reference to Appendix A to the Company’s Definitive Information Statement filed with the SEC on October 16, 2009.

Amendment No.

4 dated as of February 5, 2010, to Statement of Acquisition of Beneficial Ownership by Herbert F.

Incorporated by reference to Form SC 13D dated February 5, 2010, Commission File No.

Account Purchase Agreement dated as December 14, 2010, by and between Wells Fargo Bank, National Association and Triad Personnel Services, Inc., the Company, BMPS, Inc., BMCH, Inc.

d/b/a Triad Personnel Services, and BMCH PA, Inc.

d/b/a Triad Temporaries (the “Account Purchase Agreement”).

Incorporated by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011, Commission File No.

First Amendment to Account Purchase Agreement dated May 2, 2011.

Incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013 .

Second Amendment to Account Purchase Agreement dated as February 15, 2012.

Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K dated March 30, 2012, Commission File No.

Third Amendment to Account Purchase Agreement dated September 25, 2012.

Incorporated by reference to Exhibit 10.24 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013 .

Fourth Amendment to Account Purchase Agreement dated December 14, 2012.

Incorporated by reference to Exhibit 10.25 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013.

Fifth Amendment to Account Purchase Agreement dated as January 14, 2013.

Incorporated by reference to Exhibit 10.26 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013 .

Asset Purchase Agreement, dated as of August 31, 2011, by and among GEE Group Inc., Ashley Ellis LLC and Brad A.

Incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Registration Rights Agreement, dated as of August 31, 2011, by and between GEE Group Inc.

and Ashley Ellis LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Employment Agreement, dated as of August 31, 2011, by and between GEE Group Inc., and Katy M.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Change of Control Agreement, dated as of August 31, 2011, by and between GEE Group Inc.

Incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Employment Agreement, dated as of September 1, 2011, by and between GEE Group Inc., and Salvatore J.

Incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Change of Control Agreement, dated as of September 1, 2011, by and between GEE Group Inc.

and Salvatore J.

Incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Employment Agreement, dated as of August 31, 2011, by and between GEE Group Inc.

Incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Change of Control Agreement, dated as of August 31, 2011, by and between GEE Group Inc.

Incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K dated September 7, 2011, Commission File No.

Registration Rights Agreement, effective as of December 30, 2010, by and among GEE Group Inc., Triad Personnel Services, Inc., DMCC Staffing, LLC and RFFG of Cleveland, LLC.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated January 5, 2011, Commission File No.

GEE Group Inc.

2011 Incentive Plan.

Incorporated by reference as Appendix B to the Company’s Proxy Statement dated January 23, 2012, Commission File No.

Sixth Amendment to Account Purchase Agreement dated as March 27, 2013.

Incorporated by reference to Exhibit 10.37 to the Company’s Annual Report on Form 10-K filed with the SEC on March 29, 2013 .

Amended and Restated Employment Agreement with Brad A.

Imhoff dated June 26, 2013.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 1, 2013.

Amended and Restated Employment Agreement with Katy Imhoff dated June 26, 2013.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 1, 2013.

Executive Employment Agreement with Andrew Norstrud dated March 29, 2013.

Incorporated by reference to Exhibit 10.38 to the Company’s Form 10-Q filed with the Commission on August 15, 2013.

Amendment to Asset Purchase Agreement by and among DMCC Staffing, LLC, RFFG of Cleveland, LLC, the Company and Triad Personnel Services, Inc., dated April 17, 2013.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on April 24, 2013.

GEE Group Inc.

2013 Incentive Stock Plan, effective July 23, 2013.

Incorporated by reference as Exhibit A to the Company’s Proxy Statement dated August 21, 2013, Commission File No.

Loan and Security agreement and between Keltic Financial Partners II, LLP and GEE Group Inc., Triad Personnel Services, Inc., BMPS, Inc., BMCH, Inc.

d/b/a Triad Personnel Services, and BMCH PA, Inc., Triad Logistics (the “Loan Agreement”).

Incorporated by reference to Exhibit 10.43 to the Company’s Form 10-K filed with the Commission on January 13, 2014.

Second Amendment to Loan and Security agreement and between ACF FINCO I LP (successor-in-interest to Keltic Financial Partners II, LP) and GEE Group Inc., Triad Personnel Services, Inc., BMPS, Inc., BMCH, Inc.

d/b/a Triad Personnel Services, and BMCH PA, Inc., Triad Logistics (the “Loan Agreement”).

Incorporated by reference to Exhibit 10.44 to the Company’s Annual Report on Form 10-K filed with the SEC on December 22, 2014.

Securities Purchase Agreement by and between GEE Group Inc.

and Aracle SPF I, LLC dated March 31, 2014.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on May 20, 2014.

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.

Convertible Note Issued to Brio Capital Master Fund, Ltd.

Dated August 6, 2014.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed with the Commission on August 14, 2014.

Securities Purchase Agreement by and between GEE Group Inc.

and Brio Capital Master Fund, Ltd.

dated August 6, 2014.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed with the Commission on August 14, 2014.

Stock Exchange Agreement by and between GEE Group Inc., Brittany M.

13 unchanged sentences

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Registration Rights Agreement dated October 2, 2015, by and between GEE Group Inc.

and JAX Legacy – Investment 1, LLC.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Subscription Agreement dated October 2, 2015, by and between GEE Group Inc.

and JAX Legacy – Investment 1, LLC.

Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Commission on October 7, 2015.

Stock Purchase Agreement dated as of January 1, 2016, by and among General Employment Enterprises, Inc., Enoch S.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 4, 2016

Eighth Amendment, Consent and Waiver dated as of January 1, 2016 (the “Amendment”) to the Loan and Security Agreement dated September 27, 2013, by and among the Company, the Borrowers named therein, Access Data, Paladin and ACF FINCO I LP, as Lender Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2016

Form of Amended and Restated Revolving Credit Note dated as of January 1, 2016.

Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 5, 2016

Employment Agreement dated August 12, 2016, between the Company and Derek Dewan.

Incorporated by reference to Exhibit 10.56 to the Company’s Quarterly Report on Form 10-Q filed on August 15, 2016.

Ninth Amendment, Consent and Waiver dated as of September 27, 2016, to the Loan and Security Agreement dated September 27, 2013, by and among the Company, the other borrowers’ parties thereto and ACF FINCO I LP, as Lender Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September 29, 2016.

Form of Amended and Restated Revolving Credit Note dated as of September 27, 2016.

Incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on September 29, 2016.

Reaffirmation Agreement dated as of September 27, 2016, by and among the Company, the other borrowers’ parties thereto and ACF FINCO LLP, as Lender.

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 Inc.

1 unchanged sentence

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on January 25, 2017.

Tenth Amendment, Consent and Waiver dated as of January 1, 2017 (the “Amendment”) to the Loan and Security Agreement dated September 27, 2013, by and among the Company, the Borrowers named therein and ACF FINCO I LP, as Lender.

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 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.

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Jax Legacy-Investment 1, LLC, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Madison Capital Funding LLC, GEE Group Inc., an Illinois corporation (“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.

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

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Peter Langlois, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Harrison IV, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Thrivent Financial for Lutherans, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Shane Parr, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Subordination and Intercreditor Agreement dated as of March 31, 2017, by and among PNC Bank, National Association, as administrative agent and collateral agent for the Senior Lenders referred to therein, Vincent Lombardo, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Agreement dated as of April 3, 2017, by and between GEE Group Inc., an Illinois Corporation and Thrivent Financial for Lutherans, a Wisconsin Corporation organized as a fraternal benefits society.

Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed with the Commission on April 6, 2017.

Waiver to the Revolving Credit, Term Loan and Security Agreement dated as of August 31, 2017, by and among GEE Group Inc., and its subsidiaries as a “Borrower” and PNC Bank, National Association, as administrative agent and collateral agent for certain investment funds managed by MGG Investment Group LP.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on September 1, 2017.

First Amendment, dated as of October 2, 2017, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, as amended, by and among GEE Group Inc., the other borrower entities and guarantor entities named therein, PNC Bank, National Association and certain investment funds managed by MGG Investment Group LP.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on October 5, 2017.

Amended and Restated Non-Negotiable Promissory Note dated October 4, 2017, from GEE Group Inc.

to William Daniel Dampier and Carol Lee Dampier.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on October 5, 2017.

Second Amendment, dated as of November 14, 2017, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, as amended, by and among GEE Group Inc., the other borrower entities and guarantor entities named therein, and certain investment funds managed by MGG Investment Group LP.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on November 17, 2017.

Employment Agreement, dated as of December 26, 2017, by and between GEE Group Inc., and George Bajalia.

Second Waiver to Revolving Credit, Term Loan and Security Agreement dated as of May 15, 2018, Incorporated by reference to Form 10-Q filed with the Commission on May 15, 2018.

Third Amendment, dated as of August 10, 2018, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, as amended, by and among GEE Group Inc., the other borrower entities and guarantor entities named therein, and certain investment funds managed by MGG Investment Group LP Incorporated by reference to Form 10-Q filed with the Commission on August 14, 2018.

Deposit Account Control Agreement, dated as of August 8, 2018, by and among GEE Group Inc., MGG Investment Group LP, as the Lender and Bank of America, N.A.

Incorporated by reference to Form 10-Q filed with the Commission on August 14, 2018.

Fourth Amendment, dated as of December 27, 2018, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, as amended, by and among GEE Group Inc., the other borrower entities and guarantor entities named therein, and certain investment funds managed by MGG Investment Group LP.

Incorporated by reference to Exhibit 10.82 to the Company’s Annual Report on Form 10-K filed with the SEC on December 27, 2018.

Employment Agreement, dated as of February 13, 2019, by and between GEE Group Inc., and Kim Thorpe.

Incorporated by reference to Form 10-Q filed with the Commission on February 14, 2019.

Form of Subscription Agreement dated May 15, 2019, by and between the Company and the Investor party thereto.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Settlement Agreement dated as of May 15, 2019 by and among Ronald R.

Smith, individually, the Company, and Ronald R.

Smith, in his capacity as the Stockholders’ Representative, as that role is defined in the Agreement and Plan of Merger entered into as of March 31, 2017 by and among the Company, SNI Holdco Inc., Mr.

Smith, the Stockholders’ Representative, and certain other stockholders of SNI Holdco Inc.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Tanous, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Subordination and Intercreditor Agreement dated as of May 15, 2019, by and among MGG Investment Group LP, as administrative agent and collateral agent for the Senior Lenders referred to therein, Alex Stuckey, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Laffer, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Subordination and Intercreditor Agreement dated as of May 15, 2019, by and among MGG Investment Group LP, as administrative agent and collateral agent for the Senior Lenders referred to therein, Darla Moore, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.6 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Subordination and Intercreditor Agreement dated as of May 15, 2019, by and among MGG Investment Group LP, as administrative agent and collateral agent for the Senior Lenders referred to therein, William Isaac, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.7 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Subordination and Intercreditor Agreement dated as of May 15, 2019, by and among MGG Investment Group LP, as administrative agent and collateral agent for the Senior Lenders referred to therein, Ronald Smith, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.8 to the Company’s Form 8-K filed with the Commission on May 21, 2019 .

Subordination and Intercreditor Agreement dated as of May 15, 2019, by and among MGG Investment Group LP, as administrative agent and collateral agent for the Senior Lenders referred to therein, FRUS Capital LLC, GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.9 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Dewan, Brittany M.

Dewan, Trustee , GEE Group Inc., an Illinois corporation (“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.

Incorporated by reference to Exhibit 10.10 to the Company’s Form 8-K filed with the Commission on May 21, 2019.

Six Amendment, dated as of February 12, 2020, to the Revolving Credit, Term Loan and Security Agreement, dated as of March 31, 2017, as amended, by and among GEE Group Inc., the other borrower entities and guarantor entities named therein, and certain investment funds managed by MGG Investment Group LP.

Incorporated by reference to Form 10-Q filed with the Commission on February 13, 2020.

First Amendment to the Subordinated Promissory Note dated as of February 8, 2020, by and among GEE Group Inc., Enoch S.

Timothy, and Dorothy Timothy.

Incorporated by reference to Form 10-Q filed with the Commission on February 13, 2020.

Seventh Amendment dated as of April 28, 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.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on May 4, 2020.

Registration Rights Agreement dated as of April 28, 2020, by and between GEE Group Inc.

3 unchanged sentences

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on May 4, 2020.

Repurchase Agreement for Preferred Stock and Subordinated Notes dated as of June 30, 2020, with Ronald R.

Smith, Thrivent Financial for Lutherans, Madison Capital Funding LLC, Maurice R.

Harrison IV, Peter Langlois, Vincent Lombardo, and Shane Parr.

Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on July 7, 2020.

Note Conversion Agreement dated as of June 30, 2020, by and between GEE Group Inc.

and JAX Legacy Investment I, LLC.

Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on July 7, 2020.

Note Settlement Agreement dated as of June 27, 2020, by and among GEE Group Inc, Enoch S.

Timothy and Dorothy Timothy.

Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the Commission on July 7, 2020.

Registration Rights Agreement dated as of June 30, 2020, by and among GEE Group Inc., and Ronald R.

Smith, Thrivent Financial for Lutherans Madison Capital Funding LLC, Maurice R.

Harrison IV, Peter Langlois, Vincent Lombardo, and Shane Parr (included as Exhibit B to Exhibit 10.1).

Incorporated by reference to Exhibit 10.4 to the Company’s Form 8-K filed with the Commission on July 7, 2020.

Ninth Amendment dated as of June 30, 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.

Incorporated by reference to Exhibit 10.5 to the Company’s Form 8-K filed with the Commission on July 7, 2020.

Amendment No.

2 unchanged sentences

Incorporated by reference to Form 10-Q filed with the Commission on August 14, 2020.

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.

6 unchanged sentences

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.

2 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.

Incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on December 27, 2018.

Consent of Independent Registered Public Accounting Firm.

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2022.

Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2021.

Certification of the principal executive officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.

36 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