2 unchanged sentences
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, 2025.
−Removed: 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.
−Removed: In the course of this evaluation and in accordance with Section 302 of the Sarbanes Oxley Act, we sought to identify material weaknesses in our controls, to determine whether we had identified any acts of fraud involving personnel who have a significant role in our internal control over financial reporting that would have a material effect on our consolidated financial statements, and to confirm that any necessary corrective action, including process improvements, were being undertaken.
−Removed: Our evaluation of our disclosure controls and procedures is done quarterly and management reports the effectiveness of our controls and procedures in our periodic reports filed with the Securities and Exchange Commission.
−Removed: Our internal control over financial reporting is also evaluated on an ongoing basis by our executive management and by other individuals in our organization.
+Added: The evaluation of the Company’s disclosure controls and procedures and internal control over financial reporting included a review of our risks, control objectives and processes, execution and operation of our internal controls by our personnel, and the effect on the information generated for use in this Annual Report.
+Added: In the course of this evaluation and in accordance with Section 302 of the Sarbanes Oxley Act, we sought to identify material weaknesses in our controls, to determine whether we had identified any acts of fraud involving personnel who have a significant role in our internal control over financial reporting that would have a material effect on our consolidated financial statements, and to confirm that necessary corrective actions, if any and including process improvements, were being undertaken.
+Added: Our evaluations involving disclosure controls and procedures are performed quarterly and management reports the effectiveness of our controls and procedures in our periodic reports filed with the Securities and Exchange Commission.
+Added: Our internal controls over financial reporting are also evaluated on an ongoing basis by our executive management and by other responsible individuals in our organization.
The overall goals of these evaluation activities are to monitor our disclosure controls and procedures and internal control over financial reporting, and to make modifications as necessary.
−Removed: We periodically evaluate our processes and procedures and make improvements as required.
Because of inherent limitations, disclosure controls and procedures and internal control over financial reporting may not prevent or detect misstatements.
25 unchanged sentences
Chief Executive Officer, Chairman of the Board
+Added: Alex Stuckey 59
Chief Operating Officer
+Added: Kim Thorpe 70
Senior Vice President and Chief Financial Officer
8 unchanged sentences
David Sandberg (4)(5) 53
+Added: _____________
Member of the Audit Committee.
100 unchanged sentences
Before joining Lynx Investment Advisory, Mr.
−Removed: Tanous served as the International Director at Smith Barney and a member of the executive committee at Smith Barney International, Inc.
−Removed: Prior to that, he held the position of executive vice president and director at Bank Audi (USA) in New York for a decade.
+Added: Tanous served as the executive vice president and director at Bank Audi (USA) in New York for a decade.
+Added: Prior to that, he held the position of International Director at Smith Barney and was a member of the executive committee at Smith Barney International, Inc.
He also served as the chairman of Petra Capital Corporation in New York.
99 unchanged sentences
Also, she has advised an education services company regarding intellectual property, employment and labor relations, contract issues and intellectual property.
−Removed: In addition, she has been a member of the Board of Directors of Rae’s Playze Adult Daycare Center.
James has been the President of Joslyse, LLC, a real estate investment company since June 2010, responsible for purchase, ownership, rental and sale of residential and commercial real estate and overseeing finance, operations, maintenance, administration, and improvement of commercial and residential properties.
−Removed: From September 2009 to December 2013, Ms.
−Removed: James served as general counsel and corporate secretary to an investment group at Queen City Venture Partners, LLC.
+Added: She served as a member of the Board of Directors of Rae’s Playze Adult Daycare Center from September 2012 to December 2024.
+Added: In addition, Ms.
+Added: James served as general counsel and corporate secretary to an investment group at Queen City Venture Partners, LLC from September 2009 to December 2013.
During her 30-year legal career Ms.
22 unchanged sentences
Gormly is an experienced, thoughtful executive leader and decision maker.
−Removed: He vast business and finance experience includes commercial banking, investment banking, management of small and medium size business, and private equity partnerships.
+Added: His vast business and finance experience includes commercial banking, investment banking, management of small and medium size businesses, and private equity partnerships.
His particular areas of expertise include business development and strategy, corporate finance, corporate governance, mergers, acquisitions, and divestitures, capital markets, policy formulation and execution, and strategic planning.
21 unchanged sentences
As President and Managing Director of Ramboll Environment and Health (REH) from 2014 to 2019, Mr.
−Removed: Vetrano led the largest division of Copenhagen-based Ramboll Group.
−Removed: REH is a $450 million environmental and health sciences consultancy, with a global presence of over 2,600 employees in 25 countries.
+Added: Vetrano led the largest division of Copenhagen-based Ramboll Group, with a global presence of over 2,600 employees in 25 countries.
Under his guidance, the REH achieved exceptional financial performance and strategic growth, solidifying its position among the top ten global environmental consultancies.
3 unchanged sentences
in 1998, and served as Chief Operating Officer and Secretary of ENVIRON from 2004 until 2014.
−Removed: During his tenure, ENVIRON experienced remarkable expansion, growing from 300 employees in the US and UK to over 1,500 employees across 25 countries.
−Removed: Vetrano's leadership, ENVIRON's revenues tripled to surpass $300 million, achieving consistent top-quartile industry growth and profitability.
+Added: During his tenure, ENVIRON experienced remarkable expansion, growing from 300 employees in the US and UK to over 1,500 employees across 25 countries, achieving consistent top-quartile industry growth and profitability.
Following the successful sale of ENVIRON to REH, Mr.
2 unchanged sentences
Hart Associates / McLaren-HART.
−Removed: Vetrano currently serves as a member of the Boards of Directors for GEE Group, Inframark LLC, Locus Fermentation Solutions, and Cumming Group.
+Added: Vetrano currently serves as a member of the Boards of Directors for GEE Group, Inframark LLC, Consor Engineers, and Cumming Group.
He also serves as Chairman of the Board of Directors for The First Tee of the Virginia Blue Ridge, a charitable organization focused on youth development.
−Removed: Vetrano previously served as a Director for Smarter Sorting, and as an Advisory Board member for Daybreak LLC.
Throughout his career, Mr.
1 unchanged sentence
During his time as a Director for ENVIRON and REH and on other international statutory and corporate governance boards, he has served on various Board committees including Ethics, Equity, Executive Compensation, Finance, Governance, Risk, and Valuation Committees.
−Removed: He currently serves as Chair of the Compensation Committee for GEE Group and Locus Fermentation Solutions, and Chair of the Risk Committee for Inframark LLC.
+Added: He currently serves as Chair of the Compensation Committee for GEE Group and Chair of the Risk Committee for Inframark LLC.
Vetrano has provided business consulting services to corporations, private equity firms, financial institutions, and legal counsel.
11 unchanged sentences
After selling the largest private mortgage company in the US and largest Indiana based bank in 2006 and 2007 respectively, Waterfield Holdings has diversified into technology, real estate, asset management and merchant banking.
−Removed: Waterfield Holdings today has over $2 billion in managed assets.
Waterfield was the 2017-2018 Chairman of Young Presidents’ Organization (YPO) International (www.ypo.org) an organization of over 34,000 CEOs from over 140 countries with combined revenue of over US $9 trillion.
−Removed: He is currently a director of 26 Capital Acquisition Corp., (NASDAQ:
−Removed: ADER), US Strategic Metals, Linden Lab, and WTI Holdings, and has served on various boards previously including SMTC Corporation, (formerly NASDAQ:
+Added: He is currently a director of US Strategic Metals, Linden Lab, and WTI Holdings, and has served on various boards previously including SMTC Corporation, (formerly NASDAQ:
SMTX), a global manufacturing company, Red Oak Partners, RF Industries, Ltd.
39 unchanged sentences
Dewan possesses detailed and in-depth knowledge of the issues, opportunities and challenges facing the Company and its business and is thus best positioned to develop agendas that ensure that the Board’s time and attention are focused on the most critical matters.
−Removed: His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its strategy clearly and consistently to the Company’s shareholders, employees, and customers.
+Added: His combined role enables decisive leadership, ensures clear accountability, and enhances the Company’s ability to communicate its strategy clearly and consistently to the Company’s shareholders, employees, and other stakeholders.
Independent directors and management have different perspectives and roles in strategy development.
21 unchanged sentences
It also holds special meetings when an important matter requires Board of Directors action or attention between scheduled meetings.
−Removed: The Board of Directors held nine (9) meetings and executed two (2) unanimous consents during fiscal 2024.
+Added: The Board of Directors held seven (7) meetings and executed six (6) unanimous consents during fiscal 2025.
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.
4 unchanged sentences
The functions of the Nominating Committee are to assist the Board of Directors in identifying, interviewing and recommending qualified candidates to fill positions on the Board of Directors.
−Removed: The Nominating Committee did not hold any meetings during fiscal 2024.
+Added: The Nominating Committee did not hold any meetings but executed one (1) unanimous consent during fiscal 2025.
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.
16 unchanged sentences
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.
−Removed: The Audit Committee held six (6) meetings during fiscal 2024.
+Added: The Audit Committee held four (4) meetings and executed two (2) unanimous consents during fiscal 2025.
The Audit Committee is presently composed of five non-employee, independent directors:
11 unchanged sentences
It meets as often as necessary to carry out its responsibilities.
−Removed: The Compensation Committee held two (2) meetings during fiscal 2024.
+Added: The Compensation Committee did not hold any meetings but executed two (2) unanimous consents during fiscal 2025.
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.
18 unchanged sentences
The Mergers and Acquisitions Committee has the responsibility to keep the entire Board informed of the Company’s proposed acquisitions and, only after the Committee has determined an acquisition qualifies, is the acquisition presented to the entire Board for approval.
−Removed: The Mergers and Acquisition Committee has the authority to retain compensation consultants but has not done so to date.
−Removed: The Mergers and Acquisition Committee held one (1) meeting during fiscal 2024.
+Added: The Mergers and Acquisition Committee has the authority to retain outside counsel or other experts to study or investigate any matter of interest or concern that the Committee deems appropriate, so long as the Committee is acting within the scope of its purpose, including the authority to approve the fees payable to such counsel or experts and any other terms of engagement, but has not done so to date.
+Added: The Mergers and Acquisition Committee held two (2) meetings during fiscal 2025.
The Mergers and Acquisitions Committee is presently comprised of five non-employee, independent directors:
−Removed: William Isaac (Chairman), Darla Moore, Matthew Gormly, J.
+Added: Matthew Gormly (Chairman), William Isaac, Darla Moore, J.
Randall Waterfield and David Sandberg.
19 unchanged sentences
The Corporate Governance Committee did not meet during fiscal 2025.
−Removed: Agreements with Respect to Director Nominations
−Removed: Agreement with Red Oak
−Removed: On August 9, 2023, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Red Oak Partners, LLC (collectively with its affiliates, “Red Oak”).
−Removed: Pursuant to the Cooperation Agreement, the Company agreed to increase the size of its Board by two seats and to appoint each of David Sandberg and J.
−Removed: Randall Waterfield to the Board as a Class I director and Class II director, respectively.
−Removed: On August 11, 2023, the Company increased the size of its Board from seven to nine members and appointed David Sandberg and J.
−Removed: Randall Waterfield to the Board as a Class I director and a Class II director, respectively, to fill the vacancies created by an increase in the size of the Board.
−Removed: The Company further agreed to nominate Mr.
−Removed: Sandberg for election to the Board at the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), and to nominate Mr.
−Removed: Waterfield for election to the Board at the Company’s 2024 annual meeting of shareholders (the “2024 Annual Meeting”).
−Removed: In addition, the Board appointed Messrs.
−Removed: Sandberg and Waterfield to the Mergers and Acquisitions Committee of the Board, Mr.
−Removed: Sandberg to the Corporate Governance Committee of the Board and Mr.
−Removed: Waterfield to the Audit Committee of the Board.
−Removed: Subject to the terms and conditions of the Cooperation Agreement, Mr.
−Removed: Sandberg has agreed to submit a conditional resignation from the Board promptly following his engagement, directly or through his affiliates, in activities that violate the Company’s Code of Ethics, or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed two-thirds of the outstanding shares of Common Stock, beneficially owned as of the date of the Cooperation Agreement, and Mr.
−Removed: Waterfield has agreed to submit a conditional resignation promptly following certain conditions, as provided in the Waterfield Agreement (as defined below).
−Removed: Pursuant to the Cooperation Agreement, Red Oak agreed to irrevocably withdraw its notice of intent to nominate candidates for election to the Board and to present certain business proposals at the 2023 Annual Meeting and to cease all solicitations and related activities in connection with the 2023 Annual Meeting.
−Removed: In addition, the Nominating Committee of the Board previously elected Thomas Vetrano as the Lead Independent Director of the Board, and the Company has agreed to maintain the Lead Independent Director position during the term of the Cooperation Agreement.
−Removed: Furthermore, pursuant to the terms of the Cooperation Agreement, the Board agreed to engage an investment bank or consulting firm to assist in evaluating strategic opportunities to maximize shareholder value.
−Removed: During the term of the Cooperation Agreement, Red Oak agreed to vote all shares of Common Stock beneficially owned by it at all meetings of the Company’s shareholders in accordance with the Board’s recommendations, except that Red Oak may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and, other than with respect to director election, removal or replacement proposals, in accordance with the recommendations of Institutional Shareholder Services Inc.
−Removed: or Glass, Lewis & Co., LLC if either of them recommends differently from the Board.
−Removed: Pursuant to the Cooperation Agreement, Red Oak also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies;
−Removed: (b) advising or knowingly encouraging any person with respect to the disposition of any securities of the Company, subject to limited exceptions;
−Removed: (c) acquiring, in the aggregate, beneficial ownership of more than 19.9% of the outstanding shares of Common Stock;
−Removed: and (d) taking actions to change or influence the Board, management or the direction of certain Company matters.
−Removed: Until the termination of the Cooperation Agreement, the Company and Red Oak also agreed not to disparage each other.
−Removed: The Cooperation Agreement will terminate on the date that is 40 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders.
−Removed: Each of the Company and Red Oak has the right to terminate the Cooperation Agreement earlier if the other party commits a material breach of the Cooperation Agreement and such breach is not cured within 15 days after notice or, if such breach is not curable within 15 days, the breaching party has not taken any substantive action to cure within such 15-day period.
−Removed: Agreement with J.
−Removed: Randall Waterfield
−Removed: On August 3, 2023, the Company entered into a letter agreement (the “Waterfield Agreement”) with J.
−Removed: Randall Waterfield.
−Removed: Pursuant to the Waterfield Agreement, Mr.
−Removed: Waterfield consented to being named by the Company as a nominee for election to the Company’s Board and to serve as a director, if elected, in connection with any annual meeting of shareholders during the term of the Waterfield Agreement.
−Removed: Waterfield has also agreed to submit a conditional resignation promptly following his engagement in any activities that violate the Company’s Code of Ethics or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed one-half of the shares of Company’s Common Stock, beneficially owned as of August 9, 2023, the date of the Cooperation Agreement.
−Removed: Until the date that is 30 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders (the “Termination Date”), Mr.
−Removed: Waterfield has agreed to vote all Common Stock beneficially owned by him at all meetings of the Company’s shareholders in accordance with the Board’s recommendation.
−Removed: The Waterfield Agreement also prevents Mr.
−Removed: Waterfield, until the Termination Date, from, among other things, (a) nominating a person for election at any shareholder meeting at which directors are to be elected;
−Removed: (b) soliciting proxies;
−Removed: (c) submitting any shareholder proposals for consideration at any shareholder meeting;
−Removed: (d) publicly proposing any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board;
−Removed: and (e) entering into any discussions or agreements with respect to any of the foregoing actions, or assisting or encouraging anyone to take any such action.
−Removed: Until the Termination Date, the Company and Mr.
−Removed: Waterfield have also agreed not to disparage each other.
Family Relationships
−Removed: There are no family relationships among our executive officers, directors and significant employees.
+Added: There are no family relationships among our executive officers and directors.
Shareholder Communications
15 unchanged sentences
The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.
−Removed: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K.
+Added: A copy of the Company’s insider trading policy is filed as Exhibit 19.1 to our 2024 Annual Report on Form 10-K.
+Added: Hedging Policy
+Added: The Company imposes preclearance and “blackout” period restrictions on our directors, officers and employees before our earnings announcements (ending two days after the financial results have been publicly disclosed), in addition to special circumstances within the Company that call for insiders to be precluded from trading in our shares of Common Stock.
+Added: We do not have a written policy that specifically prohibits our named executive officers from hedging the economic risk of stock ownership.
+Added: However, federal securities laws generally prohibit our named executive officers from “short selling” our stock.
+Added: Pursuant to our Code of Ethics our directors, officers and employees are expected to comply with applicable governmental laws, rules and regulations in carrying out their responsibilities to the Company.
+Added: Claw-back Policy
+Added: The Company maintains a claw-back policy whereby the Company is required to seek recovery of erroneously awarded incentive-based compensation paid or granted by the Company or any subsidiary of the Company to an executive officer in the event of a material restatement, whether intentional or not, of the Company's consolidated financial statements.
+Added: On November 30, 2023, the Board adopted a Claw-back Policy in accordance with the listing requirements adopted by the NYSE American which was filed with the SEC as Exhibit 97.1 to our 2023 Annual Report on Form 10-K.
+Added: This policy describes the circumstances under which excessive incentive-based compensation awarded to the executive officers of the Company is subject to such recoupment.
Executive Compensation.
5 unchanged sentences
Name and Principal Position
−Removed: Stock Awards ($)
Option Awards
8 unchanged sentences
On April 27, 2023, the Company entered into a new employment agreement with Mr.
−Removed: Dewan for his continued employment (the “New Dewan Employment Agreement”).
−Removed: The New Dewan Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
+Added: Dewan for his continued employment (the “Dewan Employment Agreement”).
+Added: The Dewan Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
Dewan of termination.
−Removed: The New Dewan Employment Agreement provides for a base salary at the rate of $518,000 per year, which can be increased, but not decreased, by the Compensation Committee.
−Removed: The New Dewan Employment Agreement provides that Mr.
+Added: The Dewan Employment Agreement provides for a base salary at the rate of $518,000 per year, which can be increased, but not decreased, by the Compensation Committee.
+Added: The Dewan Employment Agreement provides that Mr.
Dewan is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.
Dewan and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.
−Removed: The New Dewan Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
+Added: The Dewan Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
On August 13, 2024, 250,000 restricted shares of common stock previously granted to Mr.
1 unchanged sentence
On December 1, 2023, the Company granted 71,944 restricted shares of common stock to Mr.
−Removed: Dewan under the AICP based on fiscal 2022 performance and an additional 16,835 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.
−Removed: These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 2, 2025).
−Removed: On December 1, 2023, the Company granted 71,944 restricted shares of common stock to Mr.
Dewan under the AICP based on fiscal 2023 performance.
3 unchanged sentences
Stuckey with respect to Mr.
−Removed: Stuckey’s continuing service (the “New Stuckey Employment Agreement”).
−Removed: The New Stuckey Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
+Added: Stuckey’s continuing service (the “Stuckey Employment Agreement”).
+Added: The Stuckey Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
Stuckey of termination.
−Removed: The New Stuckey Employment Agreement provides for a starting base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.
−Removed: The New Stuckey Employment Agreement provides that Mr.
+Added: The Stuckey Employment Agreement provides for a starting base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.
+Added: The Stuckey Employment Agreement provides that Mr.
Stuckey is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.
Stuckey and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.
−Removed: The New Stuckey Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
+Added: The Stuckey Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
On August 13, 2024, 183,333 restricted shares of common stock previously granted to Mr.
1 unchanged sentence
On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.
−Removed: Stuckey under the AICP based on fiscal 2022 performance and an additional 12,025 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.
−Removed: These restricted shares are to be earned over a three-year period and cliff vest on the third anniversary date of the date of their initial award (December 2, 2025).
−Removed: On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.
Stuckey under the AICP based on fiscal 2023 performance.
3 unchanged sentences
Thorpe with respect to Mr.
−Removed: Thorpe’s continuing service (the “New Thorpe Employment Agreement”).
−Removed: The New Thorpe Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
+Added: Thorpe’s continuing service (the “Thorpe Employment Agreement”).
+Added: The Thorpe Employment Agreement provides for a five-year term ending on April 26, 2028, unless employment is earlier terminated in accordance with the provisions thereof and after the initial term has a standard one-year automatic extension clause if there is no notice by the Company or Mr.
Thorpe of termination.
−Removed: The New Thorpe Employment Agreement provides for a base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.
−Removed: The New Thorpe Employment Agreement provides that Mr.
+Added: The Thorpe Employment Agreement provides for a base salary at the rate of $331,000 per year which can be increased, but not decreased, by the Compensation Committee.
+Added: The Thorpe Employment Agreement provides that Mr.
Thorpe is entitled to receive an annual cash bonus based on criteria to be agreed to by Mr.
Thorpe and the Compensation Committee and is eligible to participate in Company equity-based incentive compensation and benefit plans and to receive certain other perquisites.
−Removed: The New Thorpe Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
−Removed: On August 13, 2024, 208,333 restricted shares of common stock previously granted to Mr.
−Removed: Thorpe became fully vested.
+Added: The Thorpe Employment Agreement contains standard termination, severance, change of control, non-compete, non-solicitation and confidentiality provisions.
On August 13, 2024, 208,333 restricted shares of common stock previously granted to Mr.
1 unchanged sentence
On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.
−Removed: Thorpe under the AICP based on fiscal 2022 performance and an additional 12,987 shares were granted based on fiscal 2023 targets, as adjusted based on actual performance.
−Removed: These restricted shares are to be earned over a three-year period and cliff vest a on the third anniversary date of the date of their initial award (December 2, 2025).
−Removed: On December 1, 2023, the Company granted 45,972 restricted shares of common stock to Mr.
Thorpe under the AICP based on fiscal 2023 performance.
7 unchanged sentences
The AICP includes a performance based short term incentive (“STI”), and a partially performance based long term incentive (“LTI”) compensation component.
−Removed: 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.
+Added: The STI portion is payable in the form of annual cash bonuses and the LTI portion is 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;
3 unchanged sentences
The projected financial targets for fiscal 2024 were reviewed and approved by the Compensation Committee at a teleconference meeting on December 28, 2023.
−Removed: The bonus awards under the AICP presented in the Summary Compensation Table for Messrs.
−Removed: Dewan, Stuckey and Thorpe for fiscal 2023 were accrued but unpaid as of September 30, 2023;
−Removed: but were subsequently paid on December 1, 2023, following determination of the final amounts and approval by the Company’s Compensation Committee and Board of Directors.
+Added: The projected financial targets for fiscal 2025 were reviewed and approved by the Compensation Committee at a teleconference meeting on December 12, 2024.
Option Awards
20 unchanged sentences
Pay Versus Performance
−Removed: The following pay versus performance disclosure is new this year, as required by rules recently adopted by the SEC in the fall of 2022.
+Added: The following pay versus performance disclosure is required by rules adopted by the SEC in the fall of 2022.
The disclosure required for smaller reporting companies consists of a Pay Versus Performance table and reconciliation of the information reported in the table.
The SEC believes this disclosure will help shareholders better evaluate the link between executive pay and performance, both for the Company on a stand-alone basis and as compared to other publicly traded companies.
−Removed: The Pay Versus Performance table is highly regulated and requires pay disclosure that is significantly different than what we have customarily provided in the Summary Compensation Table and the other executive compensation tables in prior years.
−Removed: The table currently provides SEC mandated compensation data for fiscal years 2023 and 2024 for our Named Executive Officers (“NEOs”), including our principal Executive Officer (“PEO”), along with certain financial performance measures.
+Added: The Pay Versus Performance table is highly regulated and requires pay disclosure that is intended to supplement what we customarily provide in the Summary Compensation Table and the other executive compensation tables.
+Added: The table currently provides SEC mandated compensation data for fiscal 2025 and 2024 for our Named Executive Officers (“NEOs”), including our Principal Executive Officer (“PEO”), along with certain financial performance measures.
In reviewing the table, our shareholders should note the following:
−Removed: The amounts in columns (b) and (d) of the table are taken from or derived directly from the total compensation paid to the relevant NEOs as reported in this year’s or prior years’ Summary Compensation Tables;
−Removed: The “compensation actually paid” in columns (c) and (e) represents a new type of compensation disclosure mandated by the SEC, the intent of which is to try and isolate the amount of compensation earned by the relevant NEO(s) in each year.
+Added: The amounts in columns (b) and (d) of the table are taken from or derived directly from the total compensation paid to the relevant NEOs as reported in the current year or prior year Summary Compensation Tables;
+Added: The “compensation actually paid” in columns (c) and (e) represents an additional type of compensation disclosure mandated by the SEC, the intent of which is to try and isolate the amount of compensation earned by the relevant NEO(s) in each year.
To calculate “compensation actually paid,” we are required to start with the totals for that year as reported in the Summary Compensation Table, deduct the Summary Compensation Table values for stock and option awards, and then add back amounts for new and previously outstanding stock and option awards in a manner mandated by the SEC.
38 unchanged sentences
The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the initial date of grant (December 1, 2026).
−Removed: On December 2, 2022, the Company granted 238,353 restricted shares of common stock to Mr.
−Removed: Dewan, 170,252 restricted shares to Mr.
−Removed: Stuckey, and 183,873 restricted shares to Mr.
−Removed: The restricted shares are to be earned over a three-year period and cliff vest at the end of the third year from the initial date of grant (December 2, 2025).
No stock options were granted to the named PEO or NEOs in fiscal 2025 or 2024.
8 unchanged sentences
Thorpe became fully vested.
−Removed: On August 12, 2023, 300,000 restricted shares of common stock previously granted to Mr.
−Removed: Thorpe became fully vested.
Represents the average amount of change in fair value as of the end of the applicable year (from the end of the prior fiscal year) of equity awards granted in prior years that were unvested as of year-end of the applicable year.
23 unchanged sentences
Amount and Nature of Beneficial Ownership
−Removed: Percent of Class (1)
2,540,736 (2)
25 unchanged sentences
Dewan has the sole voting and dispositive power over these shares of common stock.
−Removed: Dewan’s beneficial ownership also includes (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.
−Removed: It does not include (i) 238,353 shares of restricted stock that were granted on December 2, 2022 comprised of;
−Removed: 221,518 shares that vest on the third anniversary date of the date of grant, and 16,835 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures, (ii) 105,221 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 71,944 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 23,981 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
−Removed: Moore’s beneficial ownership includes (i) 416,420 common shares owned by the Darla Moore Trust, and (ii) 175,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.
+Added: It does not include (i) 71,944 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant (December 1, 2026), and (ii) 23,981 shares of restricted stock that were granted December 1, 2025 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
+Added: Moore’s beneficial ownership includes (i) 416,420 shares of common stock owned by the Darla Moore Trust, and (ii) 225,000 shares of common stock issuable under vested stock options.
Tanous’ beneficial ownership represents (i) 267,320 shares of common stock owned by Mr.
−Removed: Tanous, and (ii) 325,000 shares issuable upon the exercise of stock options that are exercisable within 60 days.
+Added: Tanous, and (ii) 345,000 shares of common stock issuable under vested stock options.
Isaac’s beneficial ownership represents (i) 243,987 shares of common stock owned by Mr.
−Removed: Isaac, and (ii) 327,500 shares issuable upon the exercise of stock options that are exercisable within 60 days.
−Removed: Stuckey’s beneficial ownership represents (i) 1,811,321 shares of common stock owned by Mr.
−Removed: Stuckey and (ii) 38,636 shares issuable upon the exercise of warrants that are exercisable within 60 days.
−Removed: Does not include (i) 170,252 shares of restricted stock that were granted on December 2, 2022 comprised of;
−Removed: 158,227 shares that vest on the third anniversary date of the date of grant, and 12,025 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures, (ii) 75,158 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 15,324 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
+Added: Isaac, and (ii) 345,000 shares of common stock issuable under vested stock options.
+Added: Stuckey’s beneficial ownership represents 1,981,573 shares of common stock owned by Mr.
+Added: It does not include (i) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant (December 1, 2026), and (ii) 15,324 shares of restricted stock that were granted December 1, 2025 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
Thorpe’s beneficial ownership represents (i) 1,067,069 common shares owned by Mr.
Thorpe, including 192,657 common shares held by FRUS Capital, LLC and (ii) 50,000 shares of common stock issuable under vested stock options.
−Removed: Does not include (i) 183,873 shares of restricted stock that were granted on December 2, 2022 comprised of;
−Removed: 170,886 shares that vest on the third anniversary date of the date of grant, and 12,987 shares that also vest on the third anniversary of the date of grant, but for which the final amounts granted were subject to the achievement of performance based measures, (ii) 81,171 shares of restricted stock that were granted November 29, 2024 which also vest on December 2, 2025, but for which the final amounts granted will be subject to the achievement of future performance based measures, (iii) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant, and (iv) 15,324 shares of restricted stock that were granted November 29, 2024 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
+Added: It does not include (i) 45,972 shares of restricted stock granted December 1, 2023 that vest on the third anniversary of the date of grant (December 1, 2026), and (ii) 15,324 shares of restricted stock that were granted December 1, 2025 which also vest on December 1, 2026, but for which the final amounts granted will be subject to the achievement of future performance based measures.
Gormly’s beneficial ownership represents (i) 225,000 shares of common stock owned by Mr.
−Removed: Gormly, and (ii) 125,000 shares issuable upon the exercise of options that are exercisable within 60 days.
+Added: Gormly, and (ii) 175,000 shares of common stock issuable under vested stock options.
Vetrano’s beneficial ownership represents (i) 108,000 shares of common stock owned by Mr.
−Removed: Vetrano, and (ii) 125,000 shares issuable upon the exercise of options that are exercisable within 60 days.
−Removed: James’s beneficial ownership represents 14,285 shares of common stock owned by Mr.
−Removed: Does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.
−Removed: Waterfield’s beneficial ownership represents 755,000 shares of common stock owned by Mr.
−Removed: Does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.
+Added: Vetrano, and (ii) 175,000 shares of common stock issuable under vested stock options.
+Added: James’s beneficial ownership represents (i) 14,285 shares of common stock owned by Ms.
+Added: James, and (ii) 50,000 shares of common stock issuable under vested stock options.
+Added: It does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.
+Added: Waterfield’s beneficial ownership represents (i) 886,779 shares of common stock owned by Mr.
+Added: Waterfield, and (ii) 50,000 shares of common stock issuable under vested stock options.
+Added: It does not include 50,000 shares of restricted stock that cliff vest on September 19, 2026.
Red Oak Partners’ beneficial ownership information is based on a Form 13D/A dated August 9, 2023, filed by The Red Oak Fund, LP, a Delaware limited partnership, The Red Oak Long Fund, LP, a Delaware limited partnership, Red Oak Partners, LLC, a Florida limited liability company, David Sandberg, as the controlling member of Red Oak Partners, and Anthony Y.
7 unchanged sentences
Red Oak Long Fund may be deemed to beneficially own 3,895,431 shares of Common Stock.
+Added: Sandberg’s beneficial ownership also includes (iii) 50,000 shares of common stock issuable under vested stock options.
This does not include 50,000 shares of restricted stock granted to Mr.
4 unchanged sentences
The address of the principal business office of Raffles Associates LP is 5 Penn Plaza, 19th Floor, New York NY 10001.
−Removed: Ownership information is based on a Form 13G dated August 11, 2023, and filed by Funicular Funds, LP with the Securities and Exchange Commission on April 24, 2024.
+Added: Ownership information is based on a Form 13F dated March 31, 2025, and filed by Funicular Funds, LP with the Securities and Exchange Commission on May 15, 2025.
The address of principal business office of Funicular Funds, LP is 601 California Street, #1151, San Francisco, CA 94108.
3 unchanged sentences
is 3 Garden Road, Champion Tower, Room 4463, Central, Hong Kong.
−Removed: Ownership information is based on a Form 13G dated December 29, 2023, and filed by The Vanguard Group with the Securities and Exchange Commission on February 13, 2024.
+Added: Ownership information is based on a Form 13F dated March 31, 2025, and filed by The Vanguard Group with the Securities and Exchange Commission on May 9, 2025.
The address of the principal business office of The Vanguard Group is 100 Vanguard Boulevard, Malvern, PA 19355.
2 unchanged sentences
The Board has determined, with the assistance of the Nominating and Corporate Governance Committees, that each of its current directors, other than Mr.
−Removed: Dewan, is an “independent director” under the New York Stock Exchange (“NYSE”) American Listed Company Manual.
+Added: Dewan, is an “independent director” under the NYSE American Listed Company Manual.
The Board has affirmatively determined that William Isaac, Darla Moore, Jyrl James, Matthew Gormly, Thomas Vetrano, Peter Tanous, J.
5 unchanged sentences
Related Party Transactions
−Removed: Other than as disclosed below, and except for the New Dewan, Stuckey and Thorpe Employment Agreements, each as defined and described in "Executive Compensation", the Cooperation Agreement with Red Oak and the Waterfield Agreement, each as defined and described in “Agreements with Respect to Director Nominations”, there have been no transactions since October 1, 2022 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.
+Added: Other than as disclosed below, and except for the Dewan, Stuckey and Thorpe Employment Agreements, each as defined and described in "Executive Compensation" and the Stock Purchase Agreement with Lawrence Bruce as defined and described below, there have been no transactions since October 1, 2023 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.
+Added: Agreements with Lawrence Bruce
+Added: On January 3, 2025, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with Hornet Staffing, Inc., a Georgia corporation (“Hornet”) and its shareholders, and purchased 100 thousand shares of its capital stock which represents 100% of the ownership interest in Hornet.
+Added: Also on January 3, 2025, the Company entered into an employment agreement with Lawrence Bruce, one of the former shareholders of Hornet.
+Added: Hornet is an Atlanta-based provider of staff augmentation services with national service capability.
+Added: Hornet provides staffing solutions to many markets serving large scale, "blue chip" companies in the IT, professional and customer service staffing verticals.
+Added: The total consideration paid for the purchased shares was $1.5 million, consisting of (i) a $1.1 million cash payment, and (ii) the issuance to its former shareholders of subordinated and unsecured promissory notes (the "Promissory Notes") totaling an aggregate initial principal amount of $400 thousand.
+Added: Interest on the outstanding principal balances of the Promissory Notes is payable at a fixed rate of 5% per annum.
+Added: Payments on the Promissory Notes shall be made annually with the first payment due on the first anniversary of the issuance dates and the second and final payment due on the second anniversary of the issuance date.
+Added: The Promissory Notes are payable to Lawrence Bruce and his spouse, Laurel Bruce, in the amounts of $160 thousand and $240 thousand, representing their respective portions of this purchase consideration based on their percentage of Hornet’s stock ownership prior to the acquisition.
+Added: The Purchase Agreement also provides that for the initial two-year period after closing, Hornet is required to achieve an agreed upon minimum average gross profit measure equal to $720 thousand for each of the two subsequent twelve-month periods (each twelve-month period being separately measured).
+Added: If the average gross profit measure during either of the subsequent two years is less than the minimum required average gross profit, then the Company will reduce the remaining balance under the Promissory Notes proportionally by an amount equal to the amount of the shortfall;
+Added: provided the Company may not deduct more than the amount due under the then current payment for the Promissory Notes and may not seek to claw back any previous payments made under the Notes.
+Added: Agreement with Red Oak
+Added: On August 9, 2023, the Company entered into a Cooperation Agreement (the “Cooperation Agreement”) with Red Oak Partners, LLC (collectively with its affiliates, “Red Oak”).
+Added: Pursuant to the Cooperation Agreement, the Company agreed to increase the size of its Board by two seats and to appoint each of David Sandberg and J.
+Added: Randall Waterfield to the Board as a Class I director and Class II director, respectively.
+Added: On August 11, 2023, the Company increased the size of its Board from seven to nine members and appointed David Sandberg and J.
+Added: Randall Waterfield to the Board as a Class I director and a Class II director, respectively, to fill the vacancies created by an increase in the size of the Board.
+Added: The Company further agreed to nominate Mr.
+Added: Sandberg for election to the Board at the Company’s 2023 annual meeting of shareholders (the “2023 Annual Meeting”), and to nominate Mr.
+Added: Waterfield for election to the Board at the Company’s 2024 annual meeting of shareholders.
+Added: In addition, the Board appointed Messrs.
+Added: Sandberg and Waterfield to the Mergers and Acquisitions Committee of the Board, Mr.
+Added: Sandberg to the Corporate Governance Committee of the Board and Mr.
+Added: Waterfield to the Audit Committee of the Board.
+Added: Subject to the terms and conditions of the Cooperation Agreement, Mr.
+Added: Sandberg agreed to submit a conditional resignation from the Board promptly following his engagement, directly or through his affiliates, in activities that violate the Company’s Code of Ethics, or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed two-thirds of the outstanding shares of Common Stock, beneficially owned as of the date of the Cooperation Agreement, and Mr.
+Added: Waterfield agreed to submit a conditional resignation promptly following certain conditions, as provided in the Waterfield Agreement (as defined below).
+Added: Pursuant to the Cooperation Agreement, Red Oak agreed to irrevocably withdraw its notice of intent to nominate candidates for election to the Board and to present certain business proposals at the 2023 Annual Meeting and to cease all solicitations and related activities in connection with the 2023 Annual Meeting.
+Added: In addition, the Nominating Committee of the Board previously elected Thomas Vetrano as the Lead Independent Director of the Board, and the Company has agreed to maintain the Lead Independent Director position during the term of the Cooperation Agreement.
+Added: Furthermore, pursuant to the terms of the Cooperation Agreement, the Board agreed to engage an investment bank or consulting firm to assist in evaluating strategic opportunities to maximize shareholder value.
+Added: During the term of the Cooperation Agreement, Red Oak agreed to vote all shares of Common Stock beneficially owned by it at all meetings of the Company’s shareholders in accordance with the Board’s recommendations, except that Red Oak may vote in its discretion on Extraordinary Transactions (as defined in the Cooperation Agreement) and, other than with respect to director election, removal or replacement proposals, in accordance with the recommendations of Institutional Shareholder Services Inc.
+Added: or Glass, Lewis & Co., LLC if either of them recommends differently from the Board.
+Added: During the term of the Cooperation Agreement, Red Oak also agreed to certain customary standstill provisions prohibiting it from, among other things, (a) soliciting proxies;
+Added: (b) advising or knowingly encouraging any person with respect to the disposition of any securities of the Company, subject to limited exceptions;
+Added: (c) acquiring, in the aggregate, beneficial ownership of more than 19.9% of the outstanding shares of Common Stock;
+Added: and (d) taking actions to change or influence the Board, management or the direction of certain Company matters.
+Added: During the term of the Cooperation Agreement, the Company and Red Oak also agreed not to disparage each other.
+Added: The Cooperation Agreement terminated on the date that was 40 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders.
+Added: Agreement with J.
+Added: Randall Waterfield
+Added: On August 3, 2023, the Company entered into a letter agreement (the “Waterfield Agreement”) with J.
+Added: Randall Waterfield.
+Added: Pursuant to the Waterfield Agreement, Mr.
+Added: Waterfield consented to being named by the Company as a nominee for election to the Company’s Board and to serve as a director, if elected, in connection with any annual meeting of shareholders during the term of the Waterfield Agreement.
+Added: Waterfield also agreed to submit a conditional resignation promptly following his engagement in any activities that violate the Company’s Code of Ethics or the Company’s receipt of notice that Red Oak’s beneficial ownership has failed to equal or exceed one-half of the shares of Company’s Common Stock, beneficially owned as of August 9, 2023, the date of the Cooperation Agreement.
+Added: During the terms of the Waterfield Agreement, Mr.
+Added: Waterfield agreed to vote all Common Stock beneficially owned by him at all meetings of the Company’s shareholders in accordance with the Board’s recommendation.
+Added: During the term of the Waterfield Agreement, Mr.
+Added: Waterfield agreed not to participate in any of the following:
+Added: (a) nominating a person for election at any shareholder meeting at which directors are to be elected;
+Added: (b) soliciting proxies;
+Added: (c) submitting any shareholder proposals for consideration at any shareholder meeting;
+Added: (d) publicly proposing any change in the number or term of directors serving on the Board or the filling of any vacancies on the Board;
+Added: and (e) entering into any discussions or agreements with respect to any of the foregoing actions, or assisting or encouraging anyone to take any such action.
+Added: During the term of the Waterfield Agreement, the Company and Mr.
+Added: Waterfield also agreed not to disparage each other.
+Added: The Waterfield Agreement terminated on the date that was 30 days prior to the opening of the window for submission of shareholder nominations for the Company’s 2025 annual meeting of shareholders.
Principal Accountant Fees and Services.
−Removed: The Independent Registered Public Accounting Firm is Cherry Bekaert LLP (“Cherry Bekaert”) (PCAOB Firm ID No.
+Added: The Company’s engaged Independent Registered Public Accounting Firm is Cherry Bekaert LLP (“Cherry Bekaert”) (PCAOB Firm ID No.
677 ) located in Raleigh, North Carolina .
−Removed: As previously disclosed in the Company’s Current Report on Form 8-K filed on March 11, 2024, the Audit Committee of the Company’s Board of Directors dismissed FORVIS, LLP (“FORVIS”) on March 6, 2024 and engaged Cherry Bekaert 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, 2024.
−Removed: FORVIS had served as the Company’s independent registered public accounting firm since April 12, 2022 through the fiscal year ended September 30, 2023, and first fiscal quarter of the fiscal year ended September 30, 2024.
−Removed: The following table presents fees billed by Cherry Bekaert and FORVIS for the following professional services rendered for the Company for the fiscal years ended September 30, 2024 and 2023, respectively:
+Added: As previously disclosed in the Company’s Current Report on Form 8-K filed on March 11, 2024, the Audit Committee of the Company’s Board of Directors dismissed FORVIS, LLP (“FORVIS”) on March 6, 2024 and engaged Cherry Bekaert to serve as the Company’s independent registered public accounting firm and to audit the Company’s consolidated financial statements for the fiscal years ended September 30, 2025 and 2024.
+Added: FORVIS had served as the Company’s independent registered public accounting firm since April 12, 2022 through the first fiscal quarter of the fiscal year ended September 30, 2024.
+Added: The following table presents fees billed by Cherry Bekaert for the following professional services rendered for the Company for the fiscal years ended September 30, 2025 and 2024:
Fiscal 2024 (1)
Audit-related fees
+Added: _______________
Values presented for fiscal 2024 include only fees billed by Cherry Bekaert.
−Removed: FORVIS performed services for the company during the first fiscal quarter ended December 31, 2023, re-issued their opinion on the fiscal 2023 consolidated financials, and provided their consent on this fiscal 2024 annual filing.
+Added: FORVIS performed services for the company during the first fiscal quarter ended December 31, 2023, re-issued their opinion on the fiscal 2023 consolidated financials, and provided their consent on the fiscal 2024 annual filing.
Fees incurred in relation to those services totaled $53,000 in fiscal 2024.
−Removed: “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 as well as providing consents for the inclusion of FORVIS’ reports in SEC registration statements and filings.
−Removed: “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 FORVIS’ reports.
+Added: “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 as well as providing consents for the inclusion of Cherry Bekaert’s reports in SEC registration statements and filings.
+Added: “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 a special audit of revenue pertaining to one of the Company’s client engagements.
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.
25 unchanged sentences
Description of Capital Stock dated December 16, 2025.
+Added: Form of Subordinated and Unsecured Promissory Notes issued by the Company to Laurel Lynn Bruce and Lawrence Scott Bruce.
+Added: Incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed with the Commission on January 10, 2025.
GEE Group Inc.
40 unchanged sentences
Incorporated by reference to Exhibit 10.17 to the Company's Form 10-K filed with the Commission on December 19, 2023.
−Removed: Insider Trading Policy (Filed herewith)
+Added: Stock Purchase Agreement dated as of January 3, 2025 by and among the Company, Laurel Lynn Bruce and Lawrence Scott Bruce.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the Commission on January 10, 2025.
+Added: Consent and Amendment No.
+Added: 3 to the Loan, Security and Guarantee Agreement, dated January 3, 2025, among the Company, certain Subsidiaries of the Company as Borrowers, the Guarantors, the financial institutions party to the agreement from time to time as Lenders, and First-Citizens Bank & Trust Company, as agent for the Lenders.
+Added: Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the Commission on January 10, 2025.
+Added: Asset Purchase Agreement, Bill of Sale and Assignment and Assumption Agreement dated as of June 2, 2025 by and among the Company, BMCH.
+Added: and Reliable Staffing Resources, LLC.
+Added: Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on June 6, 2025.
+Added: Insider Trading Policy.
+Added: Incorporated by reference to Exhibit 19.1 to the Company’s Annual Report on Form 10-K filed with the SEC on December 19, 2024.
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.
−Removed: Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2024.
−Removed: Consent of Independent Registered Public Accounting Firm for the year ended September 30, 2023.
+Added: Consent of Independent Registered Public Accounting Firm.
Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
48 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.